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 May 31, 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 June 25, 1998. 1 of 17 CONCORD FABRICS INC. AND SUBSIDIARIES QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MAY 31, 1998 INDEX Page Number PART I. Financial Information Item 1. Financial Statements Consolidated Statements of Income - Thirty-Nine Weeks Ended May 31, 1998 (Unaudited) and June 1, 1997 (Unaudited) 3 Consolidated Balance Sheets - May 31, 1998 (Unaudited), August 31, 1997 (Derived from Audited Financial Statements) and June 1, 1997 (Unaudited) 4-5 Consolidated Statements of Changes in Stockholders' Equity (Unaudited for the period August 31, 1997 to May 31, 1998) 6 Consolidated Statements of Cash Flows - Thirty-Nine Weeks Ended May 31, 1998 (Unaudited) and June 1, 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 13-15 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K 16 Signature Page 17 2 of 17 Item 1. Financial Statements -------------------- CONCORD FABRICS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (Note A) For the Thirty-Nine Weeks Ended For the Thirteen Weeks Ended ------------------------------- ---------------------------- May 31, June 1, May 31, June 1, 1998 1997 1998 1997 ----------- ----------- ----------- ----------- Net Sales ..................... $76,462,685 $78,845,460 $25,617,436 $25,972,205 ----------- ----------- ----------- ----------- Cost of Sales ................. 52,780,855 55,381,047 17,719,965 18,388,710 Merchandising Expenses ........ 5,769,593 5,308,159 1,987,002 1,702,323 Selling and Shipping Expenses . 5,890,367 6,992,389 2,036,796 2,205,840 General and Administrative Expenses ................... 7,111,090 7,198,442 2,196,152 2,290,216 Interest Expense (Net) ........ 569,504 844,051 216,349 253,315 ----------- ----------- ----------- ----------- Total ................... $72,121,409 $75,724,088 $24,156,264 $24,840,404 ----------- ----------- ----------- ----------- Earnings before income taxes .. 4,341,276 3,121,372 1,461,172 1,131,801 Income tax provision .......... 1,758,000 1,295,000 598,000 466,000 ----------- ------------ ----------- ----------- Net Earnings .................. $ 2,583,276 $ 1,826,372 $ 863,172 $ 665,801 =========== =========== =========== =========== Basic Earnings Per Share ...... $.70 $.50 $.23 $.18 =========== =========== =========== =========== Diluted Earnings Per Share .... $.68 $.49 $.22 $.18 =========== =========== =========== =========== Weighted average shares used in computing basic earnings per share ...................... 3,670,015 3,660,418 3,679,832 3,665,107 =========== =========== =========== =========== Weighted average shares used in computing diluted earnings per share .................. 3,814,804 3,744,191 3,842,129 3,748,880 =========== =========== =========== =========== Dividend per Common Share ..... NONE NONE NONE NONE =========== =========== =========== =========== The attached notes are made a part hereof. 3 of 17 CONCORD FABRICS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Note A) August 31, 1997 (Derived from May 31, Audited June 1, 1998 Financial 1997 A S S E T S (Unaudited) Statements) (Unaudited) - ----------- ------------ ------------ ------------ Current Assets: Cash and cash equivalents ..... $ 1,827,699 $ 7,381,044 $ 7,198,851 Held to maturity investments (at cost) .................. 18,028,507 13,522,758 7,736,437 Accounts receivable (less allowance for doubtful accounts of $1,791,000 on May 31, 1998, $1,350,000 on August 31, 1997, and $2,015,000 on June 1, 1997) .............. 18,508,161 21,311,977 20,476,371 Inventories (Note B) .......... 19,980,668 12,903,902 19,478,203 Prepaid and refundable income taxes ...................... 255,000 255,000 532,527 Prepaid expenses and other current assets .............. 1,413,091 1,416,839 1,400,154 Deferred income taxes ......... 1,419,500 1,773,000 1,900,000 ------------ ----------- ----------- Total Current Assets .......... $61,432,626 $58,564,520 $58,722,543 Property, plant and equipment (at cost, less accumulated depreciation and amortization of $7,603,173 on May 31, 1998, $6,400,169 on August 31, 1997, and $6,463,549 on June 1, 1997) ................. 8,553,478 7,438,260 7,711,854 Property and plant leased to others 1,775,092 1,889,212 1,927,252 Property, plant, & equipment held for sale - at estimated disposal value (Note I) ...................... 1,877,319 1,936,969 1,992,400 Other assets ..................... 2,970,487 3,205,145 2,626,663 ----------- ----------- ----------- T O T A L .................. $76,609,002 $73,034,106 $72,980,712 =========== =========== =========== The attached notes are made a part hereof. 4 of 17 CONCORD FABRICS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Note A) August 31, 1997 (Derived from May 31, Audited June 1, 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 .............. 6,192,913 4,293,207 6,424,897 Accrued expenses and taxes .... 2,270,901 3,478,487 2,599,756 Income taxes payable .......... 153,000 -0- 190,000 ----------- ----------- ----------- Total Current Liabilities ..... $11,466,814 $ 7,771,694 $ 9,214,653 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 ................ 538,249 484,249 469,249 ----------- ----------- ----------- Total Liabilities ............. $29,705,063 $28,805,943 $30,284,902 Commitments and contingencies ----------- ----------- ----------- (Notes B and C) 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 2,236,356 shares at May 31, 1998, 2,209,006 shares August 31, 1997 and 2,155,706 shares at June 1, 1997 ............... 1,118,178 1,104,503 1,077,853 Class B - $.50 par value authorized 4,000,000 shares, issued 1,448,751 shares at May 31, 1998, 1,456,101 shares at August 31, 1997 and 1,509,401 shares at June 1, 1997 ............... 724,376 728,051 754,701 Additional paid-in capital ....... 9,274,561 9,192,061 9,192,061 Retained earnings ................ 35,786,824 33,203,548 31,671,195 ----------- ----------- ----------- Total Stockholders' Equity .... $46,903,939 $44,228,163 $42,695,810 ----------- ----------- ----------- T O T A L .................. $76,609,002 $73,034,106 $72,980,712 =========== =========== =========== The attached notes are made a part hereof. 5 of 17 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 2,583,276 2,583,276 Conversion from Class B shares to Class A shares 7,350 3,675 (7,350) (3,675) Exercise of stock option 20,000 10,000 82,500 92,500 -------------------- ------------------ ---------- ----------- ----------- May 31, 1998 2,236,356 $1,118,178 1,448,751 $724,376 $9,274,561 $35,786,824 $46,903,939 ==================== ================== ========== =========== =========== The data reflecting Changes in Stockholders' Equity for the period August 31, 1997 to May 31, 1998 is unaudited. The attached notes are made a part hereof. 6 of 17 CONCORD FABRICS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Note A) For the Thirty-Nine Weeks Ended -------------------------------- May 31, June 1, 1998 1997 Cash flows from operating activities: ------------ ------------ Net earnings .................................... $ 2,583,276 $ 1,826,372 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization ............. 1,217,124 1,153,103 Deferred income tax ....................... 353,500 289,000 Provision for doubtful accounts ........... 438,649 465,300 Changes in assets: Decrease (increase) in: Accounts receivable ................. 2,365,167 6,155,435 Inventories ......................... (7,076,766) (2,155,024) Prepaid and refundable income taxes . -0- (109,327) Prepaid expenses and other current assets .................... 3,748 220,165 Other assets ........................ 234,658 (169,905) Changes in liabilities: Increase (decrease) in: Accounts payable .................... 1,899,706 (507,580) Accrued expenses and taxes .......... (1,207,586) (1,768,275) Income taxes payable ................ 153,000 190,000 Other liabilities ................... 54,000 45,000 ------------ ------------ Net cash provided by operating activities: 1,018,476 5,634,264 ------------ ------------ Cash flows from investing activity: Proceeds from sales of held to maturity securities ................................... 15,522,758 982,579 Purchases of held to maturity securities ........ (20,028,507) (8,719,016) Purchases of property, plant, and equipment ..... (2,218,222) (633,797) Proceeds from sale of machinery and equipment ... 59,650 161,484 ------------ ------------ Net cash (used in) investing activities: ........... (6,664,321) (8,208,750) ------------ ------------ Cash flows from financing activities: Issuance of common stock (stock options exercised) 92,500 30,313 ------------ ------------ NET (DECREASE) IN CASH AND CASH EQUIVALENTS ........ (5,553,345) (2,544,173) ------------ ------------ Cash and cash equivalents - beginning of period .... 7,381,044 9,743,024 ------------ ------------ CASH AND CASH EQUIVALENTS - END OF PERIOD .......... $ 1,827,699 $ 7,198,851 ============ ============ The attached notes are made a part hereof. 7 of 17 CONCORD FABRICS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Note A) Continued For the Thirty-Nine Weeks Ended -------------------------------- May 31, June 1, 1998 1997 ------------ ------------ Supplemental Information: Cash Paid for: Interest ...................................... 1,832,000 1,832,000 Income taxes .................................. 1,515,500 948,000 The attached notes are made a part hereof. 8 of 17 CONCORD FABRICS INC. AND SUBSIDIARIES NOTES TO FORM 10-Q AS AT MAY 31, 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 thirty-nine weeks ended May 31, 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: May 31, August 31, June 1, 1998 1997 1997 ------------ ----------- ------------ Finished goods......... $ 9,658,672 $ 8,164,772 $11,827,192 Work-in-process........ 4,622,406 2,527,339 3,335,302 Greige goods and yarn.. 5,699,590 2,211,791 4,315,709 ------------ ----------- ------------ Total............... $19,980,668 $12,903,902 $19,478,203 ============ =========== ============ The foregoing inventory amounts at May 31, 1998 and June 1, 1997 were derived from perpetual inventory records maintained by Registrant. At May 31, 1998, Registrant had outstanding commitments to purchase greige goods aggregating $5,200,000. Note C - Notes Payable - Banks: At May 31, 1998, Registrant was free of bank debt and had total unused bank lines of credit aggregating $20,000,000. The Registrant had approximately $622,000 of letters of credit outstanding as at May 31, 1998. Note D - Notes Payable - Insurance Company: On November 30, 1994, the Registrant obtained a $20,000,000 loan from John 9 of 17 CONCORD FABRICS INC. AND SUBSIDIARIES NOTES TO FORM 10-Q AS AT MAY 31, 1998 (Unaudited) Continued 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. The loan agreement requires maintenance of certain financial ratios and maintenance of tangible net worth of approximately $39,607,000. 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 $5,666,000 at May 31, 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. 10 of 17 CONCORD FABRICS INC. AND SUBSIDIARIES NOTES TO FORM 10-Q AS AT MAY 31, 1998 (Unaudited) Continued 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 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. 11 of 17 CONCORD FABRICS INC. AND SUBSIDIARIES NOTES TO FORM 10-Q AS AT MAY 31, 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. Note J - Year 2000 Compliance: Registrant expects to be in full compliance with year 2000 issues by December 31, 1998 and does not anticipate incurring significant cost in that connection. Costs are expensed as they are incurred. 12 of 17 CONCORD FABRICS INC. AND SUBSIDIARIES MAY 31, 1998 Item 2..........MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS OPERATIONS - Thirty-Nine Weeks Ended May 31, 1998 Compared With Thirty-Nine Weeks Ended June 1, 1997. Fabric sales decreased by 3%. This resulted from a 2% decline in yards sold and a 1% decline in average selling price. Sales of knitted fabrics increased; sales of Concord House fabrics declined. Gross profit margin increased from 29.8% in the prior period to 31% in the current period primarily due to improved plant performance in the production of knitted fabrics and the wider distribution of knitted fabrics. Actual gross profit increased marginally as the effect of the decline in sales almost offset the increased gross margin percent. Gross margins on knitted fabric sales improved; gross margins on Concord House fabric sales declined. Selling and shipping expenses declined by 15.8% or approximately $1,102,000. Reduced sales in Registrant's current business lines resulted in a $501,000 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 7.7% of sales; in the prior year's period they were 8.9% of sales. Interest expense (net) declined by 32.5% as Registrant generated cash flow from its reduction in business activity and earned interest income from cash invested in securities. Earnings before income taxes for the thirty-nine weeks of fiscal 1998 were $4,341,000 compared with $3,121,000 for the thirty-nine weeks of fiscal 1997. Net earnings were $2,583,000 for 1998 and $1,826,000 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 May 31, 1998 Compared With Thirteen Weeks Ended June 1, 1997. Fabric sales decreased by 1.4%. This resulted from a 2% decrease in average selling price and a 0.7% increase in yards sold. Sales of knitted fabrics increased; sales of Concord House fabrics declined. Gross profit margin increased from 29.2% in fiscal 1997 to 30.8% in fiscal 1998 primarily due to Registrant's elimination of its less profitable product 13 of 17 CONCORD FABRICS INC. AND SUBSIDIARIES MAY 31, 1998 Continued Item 2..........MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS lines and the implementation of its strategy to focus on the more profitable aspects of its business (Concord House and knitted fabrics). Gross margins on knitted fabric sales improved; gross margins on Concord House fabric sales declined. Merchandising expenses increased by 16.7% as a result of higher design costs. Merchandising expenses were 7.8% of sales in the current period and 6.6% of sales in the prior year's period. Interest expense (net) declined by 14.6% 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 securities. Earnings before income taxes for the third quarter of fiscal 1998 were $1,461,000 compared with $1,132,000 for the third quarter of fiscal 1997. Net earnings were $863,000 for 1998 and $666,000 for 1997. The improvements in earnings before taxes and net earnings resulted primarily from improved gross profits from sales of knitted fabrics and reduced net interest expenses. LIQUIDITY AND CAPITAL RESOURCES During the thirty-nine weeks of fiscal 1998, Registrant's operations provided $1,018,000 cash. $2,218,000 was used to acquire fixed assets ($1,338,000 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). Registrant made a $4,506,000 net investment in held to maturity securities. The sale of machinery and equipment produced $60,000 in cash; the exercise of stock options $93,000. As a result, cash decreased by $5,553,000 during the period. Working capital declined by $827,000 for the thirty-nine weeks ended May 31, 1998. It was reduced by the first $2,850,000 installment due November 30, 1998 on Registrant's notes payable. Registrant expects its short-term cash investments its lines of credit and cash flow from operations to be adequate to finance operations and meet its cash requirements for the foreseeable future. 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 14 of 17 CONCORD FABRICS INC. AND SUBSIDIARIES MAY 31, 1998 Continued Item 2 ...........MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS differ materially from those contemplated by such statements. Such forward looking statements include references to future quarterly comparisons and the Registrant's expectations as to the future. 15 of 17 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 thirty-nine weeks ended May 31, 1998. 16 of 17 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: July 8, 1998 By /s/ Earl Kramer Earl Kramer President and Chief Executive Officer Date: July 8, 1998 By /s/ Martin Wolfson Martin Wolfson Senior Vice President-Treasurer Chief Financial Officer 17 of 17