SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 2, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file Number 0-14681 J. BAKER, INC. (Exact name of registrant as specified in its charter) Massachusetts 04-2866591 State of Incorporation) (I.R.S. Employer Identification Number) 555 Turnpike Street, Canton, Massachusetts 02021 (Address of principal executive offices) (617) 828-9300 (Registrant's telephone number, including area code) The registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such period that the registrant was required to file such reports), and (2) has been subject to filing such reports for the past 90 days. YES [ X ] NO The number of shares outstanding of the registrant's common stock as of November 2, 1996 was 13,892,010. 1 J. BAKER, INC. AND SUBSIDIARIES Consolidated Balance Sheets November 2, 1996 (unaudited) and February 3, 1996 November 2, February 3, Assets 1996 1996 ---------- ----------- Current assets: Cash and cash equivalents $ 2,298,981 $ 3,287,141 Accounts receivable: Trade, net 30,399,523 19,514,985 Other 2,524,726 3,219,862 ----------- ----------- 32,924,249 22,734,847 ----------- ----------- Merchandise inventories 319,134,625 285,703,289 Prepaid expenses 10,874,458 8,600,990 Income tax receivable - 7,236,732 Deferred income taxes 6,949,350 9,198,000 ----------- ----------- Total current assets 372,181,663 336,760,999 ----------- ----------- Property, plant and equipment, at cost: Land and buildings 25,064,423 25,064,423 Furniture, fixtures and equipment 124,520,204 115,099,770 Leasehold improvements 47,382,680 43,442,932 ----------- ----------- 196,967,307 183,607,125 Less accumulated depreciation 77,739,566 62,524,262 ----------- ----------- Net property, plant and equipment 119,227,741 121,082,863 ----------- ----------- Deferred income taxes 6,939,000 6,939,000 Other assets, at cost, less accumulated amortization 53,553,855 61,298,880 ----------- ----------- $551,902,259 $526,081,742 =========== =========== Liabilities and Stockholders' Equity Current liabilities: Current portion of long-term debt $ 1,500,000 $ 1,500,000 Accounts payable 92,497,995 105,113,721 Accrued expenses 13,968,446 25,066,874 ----------- ----------- Total current liabilities 107,966,441 131,680,595 ----------- ----------- Other liabilities 1,785,893 2,598,026 Long-term debt, net of current portion 181,500,000 133,000,000 Senior subordinated debt 2,941,736 4,412,711 Convertible subordinated debt 70,353,000 70,353,000 Stockholders' equity 187,355,189 184,037,410 ----------- ----------- $551,902,259 $526,081,742 =========== =========== See accompanying notes to consolidated financial statements. 2 J. BAKER, INC. AND SUBSIDIARIES Consolidated Statements of Earnings For the quarters ended November 2, 1996 and October 28, 1995 (Unaudited) Quarter Quarter Ended Ended November 2, 1996 October 28, 1995 ---------------- ---------------- Sales $222,763,576 $245,255,488 Cost of sales 126,579,222 140,655,165 ----------- ----------- Gross profit 96,184,354 104,600,323 Selling, administrative and general expenses 83,321,536 93,583,557 Depreciation and amortization 7,513,198 7,826,000 Restructuring charges - 69,300,000 ----------- ----------- Operating income (loss) 5,349,620 (66,109,234) Net interest expense 3,025,257 2,748,348 ----------- ----------- Earnings (loss) before income taxes 2,324,363 (68,857,582) Income tax expense (benefit) 906,000 (27,530,000) ----------- ----------- Net earnings (loss) $ 1,418,363 $(41,327,582) =========== =========== Net earnings (loss) per common share: Primary $ 0.10 $ (2.98) =========== =========== Fully diluted $ 0.10 $ (2.98) =========== =========== Number of shares used to compute net earnings (loss) per common share: Primary 13,892,318 13,865,879 =========== =========== Fully diluted 13,898,704 13,898,865 =========== =========== Dividends declared per share $ 0.015 $ 0.015 =========== =========== See accompanying notes to consolidated financial statements. 3 J. BAKER, INC. AND SUBSIDIARIES Consolidated Statements of Earnings For the nine months ended November 2, 1996 and October 28, 1995 (Unaudited) Nine Months Nine Months Ended Ended November 2, 1996 October 28, 1995 ---------------- ---------------- Sales $650,099,176 $749,160,219 Cost of sales 361,867,161 420,825,725 ----------- ----------- Gross profit 288,232,015 328,334,494 Selling, administrative and general expenses 250,916,559 294,039,167 Depreciation and amortization 22,175,821 22,510,000 Restructuring charges - 69,300,000 ----------- ----------- Operating income (loss) 15,139,635 (57,514,673) Net interest expense 9,026,990 8,035,044 ----------- ----------- Earnings (loss) before income taxes 6,112,645 (65,549,717) Income tax expense (benefit) 2,383,000 (26,257,000) ----------- ----------- Net earnings (loss) $ 3,729,645 $(39,292,717) =========== =========== Net earnings (loss) per common share: Primary $ 0.27 $ (2.84) =========== =========== Fully diluted $ 0.27 $ (2.84) =========== =========== Number of shares used to compute net earnings (loss) per common share: Primary 13,885,926 13,853,211 =========== =========== Fully diluted 13,900,010 13,925,488 =========== =========== Dividends declared per share $ 0.045 $ 0.045 =========== =========== See accompanying notes to consolidated financial statements. 4 J. BAKER, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows For the nine months ended November 2, 1996 and October 28, 1995 (Unaudited) November 2, 1996 October 28, 1995 ---------------- ---------------- Cash flows from operating activities: Net earnings (loss) $ 3,729,645 $(39,292,717) Adjustments to reconcile net earnings (loss) to cash used in operating activities: Depreciation and amortization: Fixed assets 15,215,304 15,809,000 Deferred charges, intangible assets and deferred financing costs 6,989,542 6,736,906 Deferred income taxes 2,248,650 (17,800,000) Loss on disposal of Fayva assets - 30,845,328 Change in: Accounts receivable (10,189,402) (10,929,494) Merchandise inventories (33,431,336) (4,141,147) Prepaid expenses (3,704,513) (1,900,518) Accounts payable (12,615,726) 4,082,041 Accrued expenses (11,098,428) 25,701,368 Income taxes payable/receivable 7,236,732 (10,782,048) Other liabilities (722,385) (2,255,562) ----------- ----------- Net cash used in operating activities (36,341,917) (3,926,843) ----------- ----------- Cash flows from investing activities: Capital expenditures for: Property, plant and equipment (13,360,182) (21,608,410) Other assets (1,037,195) (3,624,685) Payments received on notes receivable 3,163,000 2,175,000 ----------- ----------- Net cash used in investing activities (11,234,377) (23,058,095) ----------- ----------- Cash flows from financing activities: Proceeds from long-term debt 48,500,000 26,700,000 Repayment of senior subordinated debt (1,500,000) (1,500,000) Proceeds from issuance of common stock 213,081 153,269 Payment of dividends (624,947) (623,492) ----------- ----------- Net cash provided by financing activities 46,588,134 24,729,777 ----------- ----------- Net decrease in cash (988,160) (2,255,161) Cash and cash equivalents at beginning of year 3,287,141 4,915,491 ----------- ----------- Cash and cash equivalents at end of period $ 2,298,981 $ 2,660,330 =========== =========== Supplemental disclosure of cash flow information Cash paid (received) for: Interest $ 7,728,559 $ 6,742,493 Income taxes 4,631,650 2,325,048 Income taxes refunded (8,315,483) - =========== =========== See accompanying notes to consolidated financial statements 5 J. BAKER, INC. AND SUBSIDIARIES NOTES 1] The accompanying unaudited consolidated financial statements, in the opinion of management, include all adjustments (which consist only of recurring accruals) necessary for a fair presentation of the Company's financial position and results of operations. The results for the interim periods are not necessarily indicative of results that may be expected for the entire fiscal year. 2] Primary earnings per share is based on the weighted average number of shares of Common Stock outstanding during such period. Stock options and warrants are excluded from the calculation since they have less than a 3% dilutive effect. Fully diluted earnings per share is based on the weighted average number of shares of Common Stock outstanding during such period. Included in this calculation is the dilutive effect of stock options and warrants. The common stock issuable under the 7% convertible subordinated notes was not included in the calculation for the quarter and nine months ended November 2, 1996 and October 28, 1995 because it was antidilutive. 3] On September 5, 1995, the Company announced its intent to dispose of its Fayva footwear division by the end of fiscal 1996. When the Company acquired Morse in early 1993, it did so primarily for the strategic fit of the Morse and Baker licensed footwear divisions. In addition, the Company believed, at that time, that it could improve the operations of Morse's Fayva division. Fayva's profitability had suffered in the years prior to the Company's acquisition of Morse due, in part, to the financial difficulties of Morse. The Company believed that by bringing additional financial resources to Fayva, along with making divisional management changes, it could restore the division to profitability. However, after operating Fayva for two and one half years, the Company decided to dispose of Fayva due to the continued operating losses generated by the division, along with Fayva's declining market share in an already crowded discount retail footwear industry. During the third quarter of fiscal 1996, the Company recorded restructuring charges of $69.3 million ($41.6 million or $3.00 per share on an after tax basis) related to the disposal of Fayva. Such charges include the costs to exit from and dispose of the Fayva division, including the loss on the disposal of inventory, severance payments, the write-off of fixed assets and the costs to dispose of store leases. Accrued at November 2, 1996 are costs of $1.7 million, primarily related to lease termination costs, which are expected to be paid by the end of fiscal 1998. As part of its Fayva exit strategy, the Company engaged a third party to maximize the Company's net recovery from the liquidation of the Fayva inventory. All of Fayva's inventory was liquidated by the end of fiscal 1996. The Company also hired a consultant to mitigate the disposition costs of the Fayva store leases. Sales in the Company's Fayva division for the quarter ended October 28, 1995 were $24.7 million, and $106.0 million for the nine months ended October 28, 1995 and fiscal year ended February 3, 1996. 4] On June 23, 1995, Bradlees Stores, Inc. ("Bradlees"), a licensor of the Company, filed for protection under Chapter 11 of the United States Bankruptcy Code. At the time of the bankruptcy filing, the Company had outstanding accounts receivable of approximately $1.8 million due from Bradlees. Under bankruptcy law, Bradlees has the option of continuing (assuming) the existing license agreement with the Company or terminating (rejecting) that agreement. If the license agreement is assumed, Bradlees must cure all defaults under the agreement and the Company will collect in full the outstanding past due receivable. The Company has no assurance that the agreement will be assumed or that Bradlees will continue in business. Although the Company believes that the rejection of the license agreement or the cessation of Bradlees' business is not probable, in the event that the agreement is rejected or Bradlees does not continue in business, the Company believes it will have a substantial claim for damages. If such a claim is necessary, the amount realized by the Company, relative to the carrying values of the Company's Bradlees-related assets, will be based on the relevant facts and circumstances. The Company does not expect this filing under the Bankruptcy Code to have a material adverse effect on future earnings. The Company's sales in the Bradlees chain for the quarter and nine months ended November 2, 1996 were $15.9 million and $44.7 million, respectively. 5] On October 18, 1995, Jamesway Corporation ("Jamesway"), then a licensor of the Company, filed for protection under Chapter 11 of the United States Bankruptcy Code and announced its intention to liquidate its inventory, fixed assets and real estate and to cease operation of its business in all of its 90 stores. During the quarter ended February 3, 1996, the Company participated in Jamesway's going out of business sales and liquidated substantially all of its footwear inventory in the 90 Jamesway stores during the going out of business sales. At the time of the bankruptcy filing, the Company had outstanding 6 accounts receivable of approximately $1.4 million due from Jamesway. Because Jamesway ceased operation of its business, the Company believes that rejection of its license agreement is probable and has asserted a substantial claim for damages. The Company has negotiated a settlement of its claim with Jamesway which remains subject to approval by the Bankruptcy Court. The Company does not expect the closing of the Jamesway stores to have a material adverse effect on future earnings. The Company's sales in the Jamesway chain for the quarter and nine months ended October 28, 1995 and fiscal year ended February 3, 1996 were $6.2 million, $18.9 million and $24.3 million, respectively. 6] On November 10, 1993, a federal jury in Minneapolis, MN returned a verdict assessing royalties of $1,550,000, and additional damages of $1,500,000 against the Company in a patent infringement suit brought by Susan Maxwell with respect to a device used to connect pairs of shoes. Certain post trial motions were filed by Susan Maxwell seeking treble damages, attorney's fees and injunctive relief, which motions were granted on March 10, 1995. Judgment was entered for Maxwell. The Company appealed the judgment. On June 11, 1996, the United States Court of Appeals for the Federal Circuit reversed the trial court's findings in part, affirmed the trial court's findings in part and vacated the award to Maxwell of treble damages, attorney's fees and injunctive relief. Maxwell subsequently requested a rehearing in banc of the matter which request was denied by order of the Court dated August 28, 1996. The case has been remanded to the trial court for a redetermination of damages consistent with the opinion of the appellate court. Maxwell has petitioned the United States Supreme Court for a writ of certiorari to hear the case, and it is anticipated that no action will be taken by the trial court on remand until the Supreme Court acts with respect to the petition. A complaint was also filed by Susan Maxwell in November, 1992 against Morse Shoe, Inc. ("Morse"), a subsidiary of the Company, alleging infringement of the patent referred to above. The Morse trial was stayed pending the outcome of the J. Baker appeal. In light of the decision of the appellate court and the petition to the Supreme Court, it is not clear when a trial date will be set for the Morse case. 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. All references herein to fiscal 1997 and fiscal 1996 relate to the years ending February 1, 1997 and February 3, 1996, respectively. Results of Operations First Nine Months Fiscal 1997 versus First Nine Months Fiscal 1996 Net sales decreased by $99.1 million to $650.1 million in the first nine months of fiscal 1997 from $749.2 million in the first nine months of fiscal 1996. Sales in the Company's footwear operations decreased by $126.2 million to $453.1 million from $579.3 million primarily due to a $106.0 million sales decrease in the Company's Fayva division (which is the result of the closing of all 357 Fayva stores in the third quarter of fiscal 1996) and a decrease in the number of licensed shoe departments in operation during the first nine months of fiscal 1997 versus the first nine months of fiscal 1996 (which was due in large part to Jamesway ceasing operations), partially offset by a 0.1% increase in comparable footwear store sales (comparable footwear store sales increases/decreases are based upon comparisons of weekly sales volume in licensed departments and Parade of Shoes stores which were open in corresponding weeks of the two comparison periods) and an increase in the number of Parade of Shoes stores in operation during the first nine months of fiscal 1997 versus the first nine months of fiscal 1996. Sales in the Company's apparel operations increased by $27.1 million to $197.0 million from $169.9 million primarily due to an increase in the number of Casual Male Big & Tall stores and Work 'n Gear stores in operation during the first nine months of fiscal 1997 over the first nine months of fiscal 1996 and a 3.3% increase in comparable apparel store sales (comparable apparel store sales increases/decreases are based upon comparisons of weekly sales volume in Casual Male Big & Tall stores and Work 'n Gear stores which were open in corresponding weeks of the two comparison periods). Cost of sales constituted 55.7% of sales in the first nine months of fiscal 1997 as compared to 56.2% of sales in the first nine months of fiscal 1996. Cost of sales in the Company's footwear operations was 57.7% of sales in the first nine months of fiscal 1997 which was comparable to the 57.7% of sales in the first nine months of fiscal 1996 primarily due to lower markdowns as a percentage of sales, offset by a lower initial markup on merchandise purchases in the Company's continuing footwear operations and the closing of the Company's Fayva division in the third quarter of fiscal 1996, which had lower cost of sales as a percentage of sales than the Company's continuing footwear operations. Cost of sales in the Company's apparel operations was 50.9% of sales in the first nine months of fiscal 1997 as compared to 51.1% of sales in the first nine months of fiscal 1996 primarily due to lower markdowns as a percentage of sales partially offset by a lower initial markup on merchandise purchases. Selling, administrative and general expenses decreased $43.1 million or 14.7% in the first nine months of fiscal 1997 as compared to the first nine months of fiscal 1996 primarily due to the closing of the Company's Fayva division in the third quarter of fiscal 1996. As a percentage of sales, selling, administrative and general expenses were 38.6% in the first nine months of fiscal 1997 as compared to 39.2% in the first nine months of fiscal 1996. Selling, administrative and general expenses in the Company's footwear operations were 37.1% of sales in the first nine months of fiscal 1997 as compared to 38.2% of sales in the first nine months of fiscal 1996. This decrease was primarily the result of the closing of the Company's Fayva division, which had higher selling, administrative and general expenses as a percentage of sales than the Company's continuing footwear operations. Selling, administrative and general expenses in the Company's apparel operations were 42.1% of sales in the first nine months of fiscal 1997 as compared to 42.7% of sales in the first nine months of fiscal 1996. This decrease was primarily the result of the increase in comparable apparel store sales. Depreciation and amortization expense decreased by $334,000 in the first nine months of fiscal 1997 as compared to the first nine months of fiscal 1996 primarily due to the write-off of furniture, fixtures and leasehold improvements as a result of the closing of the Company's Fayva division in the third quarter of fiscal 1996. This decrease was partially offset by capital expenditures for depreciable and amortizable assets. 8 During the quarter ended October 28, 1995, the Company recorded restructuring charges of $69.3 million ($41.6 million on an after tax basis) related to the disposal of its Fayva footwear division. Such charges included the costs to exit from and dispose of Fayva, including the loss on disposal of inventory, severance payments, the write-off of fixed assets and the costs to dispose of store leases. As a result of the above described effects, the Company's operating income increased to $15.1 million in the first nine months of fiscal 1997 from an operating loss of $57.5 million (operating income of $11.8 million excluding the restructuring charges) in the first nine months of fiscal 1996. As a percentage of sales, operating income was 2.3% in the first nine months of fiscal 1997 as compared to an operating loss of 7.7% in the first nine months of fiscal 1996 (operating income of 1.6% excluding the restructuring charges). Net interest expense increased $992,000 to $9.0 million in the first nine months of fiscal 1997 from $8.0 million in the first nine months of fiscal 1996 due to higher levels of borrowings and higher interest rates. Taxes on earnings for the first nine months of fiscal 1997 were $2.4 million, yielding an effective tax rate of 39.0%, as compared to a tax benefit of $26.3 million, yielding an effective tax rate of 40.1% in the first nine months of fiscal 1996. Net earnings for the first nine months of fiscal 1997 were $3.7 million as compared to a net loss of $39.3 million in the first nine months of 1996. Third Quarter Fiscal 1997 versus Third Quarter Fiscal 1996 Net sales decreased by $22.5 million to $222.8 million in the third quarter of fiscal 1997 from $245.3 million in the third quarter of fiscal 1996. Sales in the Company's footwear operations decreased by $31.4 million to $153.1 million from $184.5 million primarily due to a $24.7 million sales decrease in the Company's Fayva division (which is the result of the aforementioned closing of all 357 Fayva stores in the third quarter of fiscal 1996), a decrease in the number of discount licensed shoe departments in operation during the third quarter of fiscal 1997 versus the third quarter of fiscal 1996 (which was due in large part to Jamesway ceasing operations), partially offset by a 4.7% increase in comparable footwear store sales and an increase in the number of Parade of Shoes stores in operation during the third quarter of fiscal 1997 versus the third quarter of fiscal 1996. Sales in the Company's apparel operations increased by $8.9 million to $69.7 million from $60.8 million primarily due to an increase in the number of Casual Male Big & Tall stores in operation during the third quarter of fiscal 1997 over the third quarter of fiscal 1996, coupled with a 5.4% increase in comparable apparel store sales. Cost of sales constituted 56.8% of sales in the third quarter of fiscal 1997 as compared to 57.4% of sales in the third quarter of fiscal 1996. Cost of sales in the Company's footwear operations was 59.4% of sales in the third quarter of fiscal 1997 as compared to 59.1% of sales in the third quarter of fiscal 1996. The increase in such percentage was primarily attributable to the closing of the Company's Fayva division in the third quarter of fiscal 1996, which had lower cost of sales as a percentage of sales than the Company's continuing footwear operations, coupled with a lower initial markup on merchandise purchases partially offset by lower markdowns as a percentage of sales in the Company's continuing footwear operations. Cost of sales in the Company's apparel operations was 51.1% of sales in the third quarter of fiscal 1997 as compared to 51.9% of sales in the third quarter of fiscal 1996. The decrease in such percentage was primarily attributable to a decrease in markdowns as a percentage of sales partially offset by a lower initial markup on merchandise purchases. Selling, administrative and general expenses decreased $10.3 million or 11.0% in the third quarter of fiscal 1997 as compared to the third quarter of fiscal 1996 primarily due to the closing of the Company's Fayva division in the third quarter of fiscal 1996. As a percentage of sales, selling, administrative and general expenses were 37.4% in the third quarter of fiscal 1997 as compared to 38.2% in the third quarter of fiscal 1996. Selling, administrative and general expenses in the Company's footwear operations were 36.5% of sales in the third quarter of fiscal 1997 as compared to 37.3% of sales in the third quarter of fiscal 1996. This decrease was primarily the result of the closing of the Company's Fayva division, which had higher selling, administrative and general expenses as a percentage of sales than the Company's continuing footwear operations coupled with the increase in comparable footwear store sales. Selling, administrative and general expenses in the Company's apparel operations were 39.5% of sales in the third quarter of fiscal 1997 as compared to 40.9% of sales in the third quarter of fiscal 1996 primarily due to the increase in comparable apparel store sales. Depreciation and amortization expense decreased by $313,000 in the third quarter of fiscal 1997 as compared to the 9 third quarter of fiscal 1996 primarily due to the write-off of furniture, fixtures and leasehold improvements as a result of the closing of the Company's Fayva division in the third quarter of fiscal 1996. This decrease was partially offset by capital expenditures for depreciable and amortizable assets. During the quarter ended October 28, 1995, the Company recorded restructuring charges of $69.3 million ($41.6 million on an after tax basis) related to the disposal of its Fayva footwear division. Such charges included the costs to exit from and dispose of Fayva, including the loss on disposal of inventory, severance payments, the write-off of fixed assets and the costs to dispose of store leases. As a result of the above described effects, the Company's operating income increased to $5.3 million in the third quarter of fiscal 1997 from an operating loss of $66.1 million (operating income of $3.2 million excluding the restructuring charges) in the third quarter of fiscal 1996. As a percentage of sales, operating income was 2.4% in the third quarter of fiscal 1997 as compared to an operating loss of 27.0% in the third quarter of fiscal 1996 (operating income of 1.3% excluding the restructuring charges). Net interest expense increased $277,000 to $3.0 million in the third quarter of fiscal 1997 from $2.7 million in the third quarter of fiscal 1996 due to higher levels of borrowings and higher interest rates. Taxes on earnings for the third quarter of fiscal 1997 were $906,000, yielding an effective tax rate of 39.0%, as compared to a tax benefit of $27.5 million, yielding an effective tax rate of 40.0% in the third quarter of fiscal 1996. Net earnings for the third quarter of fiscal 1997 were $1.4 million as compared to a net loss of $41.3 million in the third quarter of fiscal 1996. Financial Condition November 2, 1996 versus February 3, 1996 The increase in accounts receivable at November 2, 1996 from February 3, 1996 is primarily due to seasonal factors, licensed sales in October being higher than licensed sales in January. Merchandise inventories at November 2, 1996 were higher than at February 3, 1996 primarily due to a seasonal increase in the average inventory level per location. The decrease in income tax receivable is due to receipt of the estimated federal income tax refund recorded at February 3, 1996 which related to the federal income tax carryback benefits resulting from the disposal of the Fayva division. The decrease in other assets is primarily due to the recording of amortization expense and collections on notes receivable in fiscal 1997. The ratio of accounts payable to merchandise inventory decreased to 29.0% at November 2, 1996 as compared to 36.8% at February 3, 1996 primarily due to seasonal factors and the Company's decision to reduce the average financing terms of its foreign purchases. Accrued expenses at November 2, 1996 decreased from the balance at February 3, 1996 primarily due to payments of costs related to the disposal of the Fayva division. Debt increased $47.0 million to $254.8 million at November 2, 1996 from $207.8 million at February 3, 1996 primarily due to additional borrowings under the Company's revolving line of credit to meet seasonal working capital needs and to fund capital expenditures. 10 Liquidity and Capital Resources The Company currently has a revolving credit facility on a predominantly unsecured basis with Fleet National Bank, The First National Bank of Boston, The Yasuda Trust and Banking Co., Ltd., Bank Hapoalim B.M., National City Bank of Columbus, Standard Chartered Bank and Citizens Bank of Massachusetts (the "Banks"). The aggregate commitment amount under the revolving credit facility was reduced from $240 million to $225 million on November 30, 1996. Borrowings under the revolving credit facility bear interest at variable rates and, at the discretion of the Company, can be in the form of loans, bankers' acceptances and letters of credit. This facility expires on December 31, 1997. As of November 2, 1996, the Company had outstanding obligations under the revolving credit facility of $217.5 million, consisting of loans, obligations under bankers' acceptances and letters of credit. Following is a table showing actual and planned store openings by division for fiscal 1997: Actual Openings Planned Openings Total First - Third Fourth Actual/Planned Division Quarter Fiscal 1997 Quarter Fiscal 1997 Openings -------- ------------------- ------------------- -------------- Licensed 83 12 95 Parade of Shoes 42 0 42 Casual Male 42 7 49 Work 'n Gear 0 0 0 Offsetting the above actual and planned store openings, the Company closed 192 licensed departments, 11 Parade of Shoes stores, 6 Casual Male stores and 3 Work 'n Gear stores during the first nine months of fiscal 1997. The Company has plans to close approximately an additional 120 licensed departments, 9 Parade of Shoes stores and 1 Casual Male store during the fourth quarter of fiscal 1997. The information on store openings and closings reflects management's current plans and should not be interpreted as an assurance of actual future developments. The Company believes that amounts available under its revolving credit facility, along with internally generated funds, will be sufficient to meet its operating and capital requirements under ordinary circumstances through the end of the current fiscal year. 11 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) The Exhibits in the Exhibit Index are filed as part of this report. (b) No reports on Form 8-K were filed by the registrant during the quarter for which this report is filed. 12 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. J. BAKER, INC. By:/s/Alan I. Weinstein --------------------- Alan I. Weinstein President and Acting Chief Executive Officer Date: Canton, Massachusetts December 12, 1996 By:/s/Philip Rosenberg ---------------------- Philip Rosenberg Executive Vice President and Treasurer, Acting Chief Financial Officer (Chief Accounting Officer) Date: Canton, Massachusetts December 12, 1996 13 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------- EXHIBITS Filed with Quarterly Report on Form 10-Q of J. BAKER, INC. 555 Turnpike Street Canton, MA 02021 For the Quarter ended November 2, 1996 14 EXHIBIT INDEX Exhibit Page No. 10. Material Contracts (.01) Performance Share Award granted to James Lee, dated October 18, * 1996, attached. (.02) Performance Share Award granted to Stuart M. Needleman, dated * October 18, 1996, attached. (.03) Performance Share Award granted to Philip G. Rosenberg, dated * October 18, 1996, attached. 11. Computation of Primary and Fully Diluted Earnings Per Share, attached. * ----------------------------------------------------------- 27. Financial Data Schedule ** ----------------------- * Included herein ** This exhibit has been filed with the Securities and Exchange Commission as part of J. Baker, Inc.'s electronic submission of this Form 10-Q under EDGAR filing requirements. It has not been included herein.