SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-Q
QUARTERLY REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED March 1, 1998 COMMISSION FILE NUMBER 1-5960
CONCORD FABRICS INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 13-5673758
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
1359 Broadway, New York, New York 10018
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 760-0300
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days. Yes X No .
2,236,356 shares of Registrant's Class A Common Stock, par value $.50
per share and 1,448,751 shares of Registrant's Class B Common Stock, par
value $.50 per share were outstanding as of March 31, 1998.
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CONCORD FABRICS INC. AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 1, 1998
INDEX Page Number
PART I. Financial Information
Item 1. Financial Statements
Consolidated Statements of Income -
Twenty-Six Weeks Ended March 1, 1998
(Unaudited) and March 2, 1997 (Unaudited) 3
Consolidated Statements of Changes in
Stockholders' Equity (Unaudited for the period
August 31, 1997 to March 1, 1998) 4
Consolidated Balance Sheets - March 1, 1998
(Unaudited), and August 31, 1997 (Derived
from Audited Financial Statements) and
March 2, 1997 (Unaudited) 5-6
Consolidated Statements of Cash Flows -
Twenty-Six Weeks Ended March 1, 1998
(Unaudited) and March 2, 1997 (Unaudited) 7-8
Notes to Consolidated Financial Statements
(Unaudited) 9-12
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 13-14
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 15
Signature Page 16
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Item 1. Financial Statements
--------------------
CONCORD FABRICS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Note A)
For the Twenty-Six Weeks Ended For the Thirteen Weeks Ended
------------------------------ -----------------------------
March 1, March 2, March 1, March 2,
1998 1997 1998 1997
----------- ----------- ----------- -----------
Net Sales ..................... $50,845,249 $52,873,255 $26,094,847 $25,825,015
----------- ----------- ----------- -----------
Cost of Sales ................. 35,060,890 36,992,337 17,979,549 18,042,741
Merchandising Expenses ........ 3,782,591 3,605,836 1,910,106 1,722,113
Selling and Shipping Expenses . 3,853,571 4,786,549 1,961,265 2,226,253
General and Administrative
Expenses ................... 4,914,938 4,908,226 2,515,303 2,486,818
Interest Expense (Net) ........ 353,155 590,736 179,114 289,318
------------ ------------ ----------- ------------
Total ................... $47,965,145 $50,883,684 $24,545,337 $24,767,243
------------ ------------ ----------- ------------
Earnings before income taxes .. 2,880,104 1,989,571 1,549,510 1,057,772
Income tax provision .......... 1,160,000 829,000 625,000 440,000
----------- ----------- ----------- -----------
Net Earnings .................. $ 1,720,104 $ 1,160,571 $ 924,510 $ 617,772
=========== =========== =========== ===========
Basic Earnings Per Share ...... $.47 $.32 $.25 $.17
=========== =========== =========== ===========
Diluted Earnings Per Share .... $.45 $.31 $.24 $.17
=========== =========== =========== ===========
Weighted average shares used in
computing basic earnings per
share ...................... 3,665,107 3,658,074 3,665,107 3,659,791
=========== =========== =========== ===========
Weighted average shares used in
computing diluted earnings
per share .................. 3,808,259 3,732,874 3,820,079 3,740,728
=========== =========== =========== ===========
Dividend per Common Share ..... NONE NONE NONE NONE
=========== =========== =========== ===========
The attached notes are made a part hereof.
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CONCORD FABRICS INC.
CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS' EQUITY
Class A Common Stock Class B Common Stock Additional Retained Total
Number Dollar Number Dollar Paid-in Earnings Stockhold-
of Shares Value of Shares Value Capital ers' Equity
-------------------- ------------------ ---------- ----------- -----------
September 1, 1996 2,146,956 $1,073,478 1,509,401 $754,701 $9,166,123 $29,844,823 $40,839,125
Net Earnings 3,358,725 3,358,725
Conversion from
Class B shares
to Class A
shares 53,300 26,650 (53,300) (26,650)
Exercise of stock
options 8,750 4,375 25,938 30,313
-------------------- ------------------ ---------- ----------- -----------
August 31, 1997 2,209,006 1,104,503 1,456,101 728,051 9,192,061 33,203,548 44,228,163
Net Earnings 1,720,104 1,720,104
Conversion from
Class B shares
to Class A
shares 7,350 3,675 (7,350) (3,675)
-------------------- ------------------ ---------- ----------- -----------
March 1, 1998 2,216,356 $1,108,178 1,448,751 $724,376 $9,192,061 $34,923,652 $45,948,267
==================== ================== ========== =========== ===========
The data reflecting Changes in Stockholders' Equity for the period August 31, 1997 to March
1, 1998 is unaudited.
The attached notes are made a part hereof.
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/TABLE
CONCORD FABRICS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Note A)
August 31,
1997
(Derived from
March 1, Audited March 2,
1998 Financial 1997
A S S E T S (Unaudited) Statements) (Unaudited)
- ----------- ------------ ------------ ------------
Current Assets:
Cash and cash equivalents ..... $ 8,442,437 $ 7,381,044 $ 9,970,492
Held to maturity investments
(at cost) .................. 14,043,354 13,522,758 5,854,541
Accounts receivable (less
allowance for doubtful accounts
of $1,651,000 on March 1,
1998, $1,350,000 on August 31,
1997, and $1,851,000 on
March 2, 1997) ............. 19,091,254 21,311,977 20,147,173
Inventories (Note B) .......... 16,005,692 12,903,902 17,775,752
Prepaid and refundable income
taxes ...................... 255,000 255,000 528,848
Prepaid expenses and other
current assets .............. 1,444,421 1,416,839 1,174,608
Deferred income taxes ......... 1,542,000 1,773,000 1,992,000
------------ ----------- -----------
Total Current Assets .......... $60,824,158 $58,564,520 $57,443,414
Property, plant and equipment
(at cost, less accumulated
depreciation and amortization of
$7,221,667 on March 1,
1998, $6,400,169 on August 31,
1997, and $6,139,319 on
March 2, 1997) ................ 8,131,678 7,438,260 7,915,527
Property and plant leased to others 1,813,132 1,889,212 1,965,292
Property, plant, & equipment held for
sale - at estimated disposal value
(Note I) ...................... 1,902,059 1,936,969 2,065,718
Other assets ..................... 2,758,144 3,205,145 2,422,539
----------- ----------- -----------
T O T A L .................. $75,429,171 $73,034,106 $71,812,490
=========== =========== ===========
The attached notes are made a part hereof. 5 of 16
CONCORD FABRICS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Note A)
August 31,
1997
(Derived from
March 1, Audited March 2,
1998 Financial 1997
L I A B I L I T I E S (Unaudited) Statements) (Unaudited)
- --------------------- ------------ ------------ ------------
Current Liabilities:
Current portion of notes payable
insurance company (Note D) . $ 2,850,000 $ -0- $ -0-
Accounts payable .............. 5,281,383 4,293,207 5,311,513
Accrued expenses and taxes .... 2,820,272 3,478,487 3,041,719
Income taxes payable .......... 309,000 -0- 374,000
----------- ----------- -----------
Total Current Liabilities ..... $11,260,655 $ 7,771,694 $ 8,727,232
Notes payable - insurance
company (Note D) .............. 17,150,000 20,000,000 20,000,000
Deferred income taxes ............ 550,000 550,000 601,000
Other liabilities ................ 520,249 484,249 454,249
----------- ----------- -----------
Total Liabilities ............. $29,480,904 $28,805,943 $29,782,481
Commitments and contingencies ----------- ----------- -----------
(Note B)
S T O C K H O L D E R S ' E Q U I T Y
- --------------------------------------
Common stock: (Notes E & F)
Class A - $.50 par value
authorized 4,000,000 shares,
issued 2,216,356 shares at
March 1, 1998, 2,209,006
shares August 31, 1997
and 2,155,706 shares at
March 2, 1997 .............. 1,108,178 1,104,503 1,077,853
Class B - $.50 par value
authorized 4,000,000 shares,
issued 1,448,751 shares at
March 1, 1998, 1,456,101
shares at August 31, 1997
and 1,509,401 shares at
March 2, 1997 .............. 724,376 728,051 754,701
Additional paid-in capital ....... 9,192,061 9,192,061 9,192,061
Retained earnings ................ 34,923,652 33,203,548 31,005,394
----------- ----------- -----------
Total Stockholders' Equity .... $45,948,267 $44,228,163 $42,030,009
----------- ----------- -----------
T O T A L .................. $75,429,171 $73,034,106 $71,812,490
=========== =========== ===========
The attached notes are made a part hereof. 6 of 16
CONCORD FABRICS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Note A)
For the Twenty-Six Weeks Ended
--------------------------------
March 1, March 2,
1998 1997
----------- -----------
Cash flows from operating activities:
Net earnings .................................... $1,720,104 $1,160,571
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization ............. 797,578 790,833
Deferred income tax ....................... 231,000 197,000
Provision for doubtful accounts ........... 298,649 310,200
Changes in assets:
Decrease (increase) in:
Accounts receivable ................. 1,922,074 6,639,733
Inventories ......................... (3,101,790) (452,573)
Prepaid and refundable income taxes . -0- (105,648)
Prepaid expenses and other
current assets .................... (27,582) 401,290
Other assets ........................ 447,001 34,219
Changes in liabilities:
Increase (decrease) in:
Accounts payable .................... 988,176 (1,620,964)
Accrued expenses and taxes .......... (658,215) (1,326,312)
Income taxes payable ................ 309,000 374,000
Other liabilities ................... 36,000 30,000
----------- -----------
Net cash provided by operating activities ....... 2,961,995 6,432,349
----------- -----------
Cash flows from investing activity:
Proceeds from sales of held to maturity
securities ................................... 7,832,478 2,000,000
Purchases of held to maturity securities ........ (8,353,074) (7,810,120)
Purchases of property, plant, and equipment ..... (1,414,916) (513,240)
Proceeds from sale of machinery and equipment ... 34,910 88,166
----------- -----------
Net cash (used in) investing activities: ........... (1,900,602) (6,235,194)
Cash flows from financing activities:
Issuance of common stock (stock options exercised) -0- 30,313
----------- -----------
Net cash provided by financing activities .......... -0- 30,313
NET INCREASE IN CASH AND CASH EQUIVALENTS .......... 1,061,393 227,468
----------- -----------
Cash and cash equivalents - beginning of period .... 7,381,044 9,743,024
----------- -----------
CASH AND CASH EQUIVALENTS - END OF PERIOD .......... $8,442,437 $9,970,492
=========== ===========
The attached notes are made a part hereof.
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CONCORD FABRICS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Note A)
Continued
For the Twenty-Six Weeks Ended
--------------------------------
March 1, March 2,
1998 1997
------------ ------------
Supplemental Information:
Cash Paid for:
Interest ...................................... 931,000 931,000
Income taxes .................................. 750,500 399,000
The attached notes are made a part hereof.
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CONCORD FABRICS INC. AND SUBSIDIARIES
NOTES TO FORM 10-Q
AS AT MARCH 1, 1998
(Unaudited)
Note A
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments of a normal recurring nature
considered necessary for a fair presentation have been included. Operating
results for the twenty-six weeks ended March 1, 1998 are not necessarily
indicative of the results that may be expected for the fiscal year ending
August 30, 1998. These statements should be read in conjunction with the
financial statements and notes thereto included in Registrant's annual report
to shareholders and Form 10-K for the fiscal year ended August 31, 1997.
Note B - Inventories:
Inventories are summarized by as follows:
March 1, August 31, March 2,
1998 1997 1997
------------ ----------- ------------
Finished goods......... $ 8,109,402 $ 8,164,772 $ 9,729,035
Work-in-process........ 2,545,014 2,527,339 1,611,718
Greige goods and yarn.. 5,351,276 2,211,791 6,434,999
------------ ----------- ------------
Total............... $16,005,692 $12,903,902 $17,775,752
============ =========== ============
The foregoing inventory amounts at March 1, 1998 and March 2, 1997 were
derived from perpetual inventory records maintained by Registrant.
At March 1, 1998, Registrant had outstanding commitments to purchase greige
goods aggregating $5,100,000.
Note C - Notes Payable - Banks:
At March 1, 1998, Registrant was free of bank debt and had total unused bank
lines of credit aggregating $20,000,000.
Note D - Notes Payable - Insurance Company:
On November 30, 1994, the Registrant obtained a $20,000,000 loan from John
Hancock Mutual Life Insurance Company. This unsecured loan bears interest at
9.31% a per annum and is repayable in seven equal annual installments
commencing on November 30, 1998.
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CONCORD FABRICS INC. AND SUBSIDIARIES
NOTES TO FORM 10-Q
AS AT MARCH 1, 1998
(Unaudited)
Continued
The loan agreement requires maintenance of certain financial ratios and
maintenance of tangible net worth of approximately $39,175,000. The
agreement also prohibits the pledging of assets and restricts dividends and
redemptions of capital stock to $3,000,000 plus 50% of net earnings
subsequent to August 28, 1994; the cumulative amount available for such
payments aggregated approximately $5,234,000 at March 1, 1998.
Note E - Common Stock:
The Class A and Class B shares principally differ as follows:
(1) The Class A shares have a 15% dividend preference and a 10% liquidation
preference with respect to the Class B shares.
(2) Holders of Class A shares are entitled to one vote a share whereas
holders of Class B shares are entitled to ten votes a share.
(3) Holders of Class A shares voting as a separate class are entitled to
elect 25% of Registrant's directors and holders of Class A shares and Class B
shares voting together are entitled to elect the remaining directors.
(4) Class B shares are convertible into Class A shares on the basis of one
share of Class A shares for each share of Class B shares; Class A shares
have no conversion rights.
Note F - Stock Options:
Pursuant to an Incentive Program adopted on January 10, 1989, and amended on
December 4, 1996 awards (as defined) may be granted to key employees and
directors of the Registrant up to a maximum of 500,000 shares of the
Registrant's Class A common stock.
On January 10, 1989, options to purchase an aggregate of 150,000 shares of
the Registrant's Class A common stock at $3 a share (fair market value at
such date) were granted to three employees. The options are exercisable in
four annual installments commencing January 10, 1994 and expire ten years
from the date of grant.
On January 9, 1996, options to purchase an aggregate of 200,000 shares of the
Registrant's Class A common stock at $4.625 a share (fair market value at
10 of 16
CONCORD FABRICS INC. AND SUBSIDIARIES
NOTES TO FORM 10-Q
AS AT MARCH 1, 1998
(Unaudited)
Continued
such date) were granted to two employees. The options are exercisable in
four annual installments commencing January 9, 1997 and expire ten years from
the date of the grant.
On January 9, 1996 options to purchase 5,000 shares of the Registrant's Class
A common stock at $4.625 (fair market value at such date) were granted to two
outside directors. On September 2, 1996, options to purchase an additional
5,000 shares of the Registrant's Class A common stock at $6.625 (fair market
value at such date) were granted to those directors.
On January 14, 1997, the Registrant granted an option to the Chairman of the
Board of Directors to purchase an aggregate of 70,000 shares of the
Registrant's Class A common stock at $7.0125 a share (110% of the fair market
value at such date). This option is exercisable in five annual installments
commencing January 14, 1998, and expires five years from the date of grant;
the Chairman was also granted an option to purchase 30,000 shares of the
Registrant's Class A common stock at $6.375 a share. This option is
exercisable in five annual installments commencing January 14, 1998 and
expires ten years from the date of grant.
On January 13, 1998 options to purchase 7,500 shares of the Registrant's
Class A common stock at $8.875 (fair market value at such date) were granted
to three outside directors.
The Registrant accounts for equity - based awards granted to employees and
directors under APB Opinion No. 25 under which no compensation cost has been
recognized for stock options granted at fair market value. Had compensation
cost for these stock options been determined consistent with SFAS No. 123,
the decrease in Registrant's net earnings and net earnings per share would
have not been material.
Note G - Earnings Per Share:
In 1997, the Financial Accounting Standards Board issued SFAS No. 128,
"Earnings Per Share." This statement establishes standards for computing and
presenting earnings per share ("EPS"), replacing the presentation of
currently required Primary EPS with a presentation of Basic EPS. For
entities with complex capital structures, the statement requires the dual
presentation of both Basic EPS and Diluted EPS on the face of the statement
of operations. Under this new standard, Basic EPS is computed on the
weighted average number of shares actually outstanding during the year.
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CONCORD FABRICS INC. AND SUBSIDIARIES
NOTES TO FORM 10-Q
AS AT MARCH 1, 1998
(Unaudited)
Continued
Diluted EPS includes the effect of potential dilution from the exercise of
outstanding dilutive stock options and warrants into common stock using the
treasury stock method. SFAS No. 128 became effective for financial
statements issued for periods ending after December 15, 1997. Prior year's
financial statements have been restated to conform to this statement.
Note H - Chino, California Facility:
In February 1994, the Registrant leased the land and building at the Chino,
California facility for a five year period at an annual net rental of
$297,000; the lessee was also granted the option to purchase the land and
building during the lease period for $2,900,000.
Note I - Property, Plant and Equipment Held for Sale:
In the fourth quarter of fiscal 1995 Registrant decided to dispose of its
Washington, Georgia dyeing and finishing plant and has been actively
searching for a buyer; manufacturing operations ceased October 6, 1995.
Registrant estimates that the net proceeds, from the sale of the facility
will approximate the facility's net book value.
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CONCORD FABRICS INC. AND SUBSIDIARIES
MARCH 1, 1998
Item 2..........MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
OPERATIONS - Twenty-Six Weeks Ended March 1, 1998 Compared With Twenty-Six
Weeks Ended March 2, 1997.
Fabric sales decreased by 3.8%. This resulted from a 3.3% decline in yards
sold and a less than 1% decline in average selling price.
Gross profit margin increased from 30% in the prior period to 31% in the
current period primarily due to improved plant performance and the wider
distribution of knitted fabrics. Actual gross profit declined marginally as
the increased gross margin percent almost offset the effect of the decline in
sales.
Selling and shipping expenses declined by 19.5% or approximately $933,000.
Reduced sales in Registrant's current business lines resulted in a $377,000
reduction in selling and shipping expenses. The balance of the reduction was
primarily due to the phasing out of sales of woven fabrics to women's apparel
manufacturers. Future quarterly comparisons to prior year results will not
benefit substantially from the latter expense reductions. In the current
period selling and shipping expenses were 7.6% of sales; in the prior year's
period they were 9.1% of sales.
Interest expense (net) declined by 40.2% as Registrant generated cash flow
from its reduction in business activity and earned interest income from cash
invested in marketable securities.
Earnings before income taxes for the first twenty-six weeks of fiscal 1998
were $2,880,000 compared with $1,990,000 for the first twenty-six weeks of
fiscal 1997. Net earnings were $1,720,000 for 1998 and $1,161,000 for 1997.
The improvement in earnings was principally due to the reduction in selling
and shipping expenses resulting from the phasing out of sales of woven
fabrics to women's apparel manufacturers and to a lesser extent to reduced
net interest expense.
OPERATIONS - Thirteen Weeks Ended March 1, 1998 Compared With Thirteen Weeks
Ended March 2, 1997.
Fabric sales increased by 1.0%. This resulted from a 3.4% increase in
average selling price and a 2.3% decline in yards sold.
Gross profit margin increased from 30.1% in fiscal 1997 to 31.1% in fiscal
1998 primarily due to Registrant's elimination of its less profitable product
lines and the implementation of its strategy to focus on the more profitable
aspects of its business (Concord House and knitted fabrics).
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CONCORD FABRICS INC. AND SUBSIDIARIES
MARCH 1, 1998
Continued
Item 2..........MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
Merchandising expenses increased by 10.9% as a result of higher design costs.
Merchandising expenses were 7.3% of sales in the current period and 6.7% of
sales in the prior year's period.
Selling and shipping expenses declined by 11.9% or approximately $265,000.
The phasing out of sales of the woven fabrics to women's apparel
manufacturers resulted in a $116,000 reduction in selling and shipping
expenses. They were 7.5% of sales in the current period and 8.6% of sales in
the prior year's period.
Interest expense (net) declined by 38.1% as Registrant generated cash flow
from its planned reduction of business activity which stemmed from the
elimination of unprofitable product ranges. Registrant generated interest
income from cash invested in marketable securities.
Earnings before income taxes for the second quarter of fiscal 1998 were
$1,550,000 compared with $1,058,000 for the second quarter of fiscal 1997.
Net earnings were $925,000 for 1998 and $618,000 for 1997.
Future reporting periods may not compare as favorably as this quarter did
when compared with 1997 operating results as the elimination of Registrant's
less profitable product lines was virtually completed by the end of the
second quarter of fiscal 1997.
LIQUIDITY AND CAPITAL RESOURCES
During the first twenty-six weeks of fiscal 1998, Registrant's operations
provided $2,962,000 cash. $1,415,000 was used to acquire fixed assets
($825,000 for plant and equipment at Registrant's Milledgeville, Georgia
production facility and the balance for furniture, fixtures and leasehold
improvements in Registrant's New York office). Cash increased by $1,061,000
during the period. $7,832,000 of held to maturity securities matured.
Working capital declined by $1,229,000 for the twenty-six weeks ended March
1, 1998 as a result of the reclassification to current liabilities of
$2,850,000, the first installment due November 30, 1998 on Registrant's notes
payable. Registrant expects its lines of credit and cash flow from
operations to be adequate to finance operations and meet its cash
requirements for the balance of fiscal 1998.
Forward Looking Statements
This report contains forward looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 and actual results could
differ materially from those contemplated by such statements.
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CONCORD FABRICS INC. AND SUBSIDIARIES
FORM 10-Q
PART II
Item 6. Exhibits and reports on Form 8-K
(a) Exhibits - None
(b) No report on Form 8-K was filed by
Registrant during the twenty-six
weeks ended March 1, 1998.
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CONCORD FABRICS INC. AND SUBSIDIARIES
-------------------------------------
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CONCORD FABRICS INC.
---------------------------------
Registrant
Date: April 8, 1998 By /s/ Earl Kramer
Earl Kramer
President and Chief Executive
Officer
Date: April 8, 1998 By /s/ Martin Wolfson
Martin Wolfson
Senior Vice President-Treasurer
Chief Financial Officer
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