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 May 3, 1997
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 May 3,
1997, was 13,894,410.
1
J. BAKER, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
May 3, 1997 (unaudited) and February 1, 1997
May 3, February 1,
Assets 1997 1997
------- -----------
Current assets:
Cash and cash equivalents $ 2,197,884 $ 3,969,116
Accounts receivable:
Trade, net 18,075,556 14,771,734
Other 1,598,922 1,737,786
----------- ----------
19,674,478 16,509,520
----------- ----------
Merchandise inventories 165,421,322 146,045,496
Prepaid expenses 8,101,203 6,031,033
Deferred income taxes 37,548,000 37,548,000
Assets held for sale - 62,255,582
----------- -----------
Total current assets 232,942,887 272,358,747
----------- -----------
Property, plant and equipment, at cost:
Land and buildings 19,340,925 19,340,925
Furniture, fixtures and equipment 76,173,544 74,244,548
Leasehold improvements 24,002,860 23,100,973
---------- ----------
119,517,329 116,686,446
Less accumulated depreciation and amortization 42,494,053 40,032,801
----------- -----------
Net property, plant and equipment 77,023,276 76,653,645
----------- -----------
Deferred income taxes 26,199,000 26,199,000
Other assets, at cost, less accumulated amortization 13,383,394 7,309,411
----------- -----------
$349,548,557 $382,520,803
=========== ===========
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt $ 2,023,941 $ 2,012,327
Accounts payable 58,121,690 57,006,085
Accrued expenses 15,192,382 29,837,310
Income taxes payable 1,465,897 1,380,664
----------- ----------
Total current liabilities 76,803,910 90,236,386
----------- ----------
Other liabilities 3,316,581 6,203,073
Long-term debt, net of current portion 125,552,251 140,787,673
Senior subordinated debt 1,461,086 2,951,411
Convertible subordinated debt 70,353,000 70,353,000
Stockholders' equity 72,061,729 71,989,260
----------- -----------
$349,548,557 $382,520,803
=========== ===========
See accompanying notes to consolidated financial statements.
2
J. BAKER, INC. AND SUBSIDIARIES
Consolidated Statements of Earnings
For the quarters ended May 3, 1997 and May 4, 1996
(Unaudited)
Quarter Quarter
Ended Ended
May 3, 1997 May 4, 1996
----------- -----------
Sales $137,350,261 $195,530,209
Cost of sales 75,352,452 104,909,360
----------- -----------
Gross profit 61,997,809 90,620,849
Selling, administrative and general expenses 55,694,829 79,284,091
Depreciation and amortization 2,653,393 7,208,503
---------- ----------
Operating income 3,649,587 4,128,255
Net interest expense 3,207,576 2,777,695
---------- ---------
Earnings before income taxes 442,011 1,350,560
Income tax expense 173,000 525,000
---------- ---------
Net earnings $ 269,011 $ 825,560
=========== ===========
Net earnings per common share:
Primary $ 0.02 $ 0.06
=========== ===========
Fully diluted $ 0.02 $ 0.06
=========== ===========
Number of shares used to compute net earnings per common share:
Primary 13,892,969 13,874,323
=========== ===========
Fully diluted 13,931,335 13,941,926
=========== ===========
Dividends declared per share $ 0.015 $ 0.015
=========== ===========
See accompanying notes to consolidated financial statements.
3
J. BAKER, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the quarters ended May 3, 1997 and May 4, 1996
(Unaudited)
May 3, 1997 May 4, 1996
----------- -----------
Cash flows from operating activities:
Net earnings $ 269,011 $ 825,560
Adjustments to reconcile net earnings to cash
used in operating activities:
Depreciation and amortization:
Fixed assets 2,459,480 4,960,063
Deferred charges, intangible assets and
deferred financing costs 203,588 2,258,115
Deferred income taxes - 1,284,922
Change in:
Accounts receivable (3,889,958) (8,576,911)
Merchandise inventories (26,620,927) (30,758,819)
Prepaid expenses (2,070,170) (1,153,719)
Accounts payable 1,115,605 (3,724,739)
Accrued expenses (12,844,928) (7,296,164)
Income taxes payable/receivable 85,233 7,236,732
Other liabilities 143,424 73,328
----------- -----------
Net cash used in operating
activities (41,149,642) (34,871,632)
----------- -----------
Cash flows from investing activities: Capital expenditures for:
Property, plant and equipment (2,829,111) (5,530,766)
Other assets (148,464) (459,801)
Payments received on notes receivable 725,000 1,713,000
---------- ----------
Net cash used in investing activities (2,252,575) (4,277,567)
---------- ----------
Cash flows from financing activities:
Repayment of senior debt (1,500,000) (1,500,000)
Proceeds (repayment) of other long-term debt (15,100,000) 39,000,000
Repayment of mortgage payable (123,808) -
Payment of mortgage escrow (78,912) -
Proceeds from sales of footwear businesses 58,630,247 -
Proceeds from issuance of common stock 11,856 115,621
Payment of dividends (208,398) (208,192)
---------- ----------
Net cash provided by financing activities 41,630,985 37,407,429
---------- ----------
Net decrease in cash (1,771,232) (1,741,770)
Cash and cash equivalents at beginning of year 3,969,116 3,287,141
---------- ----------
Cash and cash equivalents at end of period $ 2,197,884 $ 1,545,371
=========== ===========
Supplemental disclosure of cash flow information Cash paid (received) for:
Interest $ 2,032,569 $ 1,528,273
Income taxes 87,767 318,829
Income taxes refunded - (8,315,483)
=========== ============
See accompanying notes to consolidated financial statements
4
J. BAKER, INC. AND SUBSIDIARIES
NOTES
1] The accompanying unaudited consolidated financial statements, in the opinion
of management, include all adjustments 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 quarters ended May 3, 1997 and May 4, 1996 because its
effect would be antidilutive.
3] During the fourth quarter of fiscal 1997, the Company restructured its
footwear operations. In connection with the restructuring, the Company has begun
to downsize its Licensed Discount footwear division, and, in March, 1997, the
Company completed the sales of its Shoe Corporation of America ("SCOA") and
Parade of Shoes divisions.
On March 5, 1997, the Company announced that it had sold its SCOA division
to an entity formed by CHB Capital Partners of Denver, Colorado along with
Dennis B. Tishkoff, President of SCOA, and certain members of SCOA management.
Net cash proceeds from the transaction of approximately $38.6 million (which
exclude a $1.7 million payment expected to be received during the second quarter
of fiscal 1998) were used to pay down the Company's bank debt. Sales in the
Company's SCOA division totaled $9.5 million and $44.7 million for the quarters
ended May 3, 1997 and May 4, 1996, respectively.
On March 10, 1997, the Company completed the sale of its Parade of Shoes
division to Payless ShoeSource, Inc. of Topeka, Kansas. Net cash proceeds from
the transaction of approximately $20 million were used to pay down the Company's
bank debt. Sales in the Company's Parade of Shoes division totaled $8.2 million
and $27.7 million for the quarters ended May 3, 1997 and May 4, 1996,
respectively.
4] On May 30, 1997, the Company refinanced its $145 million revolving line of
credit into two separate revolving credit facilities, both of which are
guaranteed by J. Baker, Inc. One facility, which will be used to finance the
Company's apparel businesses, is a $100 million revolving credit facility on a
generally unsecured basis with Fleet National Bank, BankBoston, N.A., The Chase
Manhattan Bank, Imperial Bank, USTrust and Wainwright Bank & Trust Company. The
aggregate commitment amount under this revolving credit facility will be reduced
by $10 million, $12.5 million and $12.5 million on December 31, 1997, December
31, 1998 and December 31, 1999, respectively. Borrowings under this revolving
credit facility bear interest at variable rates and can be in the form of loans,
bankers' acceptances and letters of credit. This facility expires on May 31,
2000.
To finance its Licensed Discount footwear business, the Company obtained a
$55 million revolving credit facility, secured by substantially all of the
assets of the Licensed Discount division, with GBFC, Inc. and Fleet National
Bank. The aggregate commitment amount under this revolving credit facility will
be reduced by $5 million on June 30, 1997. Aggregate borrowings under this
facility are limited by a formula based on various percentages of eligible
inventory, in-transit inventory and accounts receivable. Borrowings under this
revolving credit facility bear interest at variable rates and can be in the form
of loans or letters of credit. This facility expires on May 31, 2000.
5] 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)
5
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 ended May 3, 1997 were $9.4 million.
6] 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. Jamesway liquidated its inventory, fixed assets and real estate
and ceased operation of its business in all of its 90 stores. 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 accounts receivable of approximately $1.4 million due from
Jamesway. Because Jamesway ceased operation of its business, the Company's
license agreement was rejected. The Company has negotiated a settlement of the
amount of its claim with Jamesway, which has been approved by the Bankruptcy
Court. The Jamesway plan of liquidation was confirmed on June 6, 1997, and it is
anticipated that partial distributions of the amount owed to the Company under
the settlement will be made during the second and fourth quarters of fiscal
1998.
7] 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. Maxwell petitioned the
United States Supreme Court for a writ of certiorari to hear the case, which
petition was denied on March 17, 1997. The case has been remanded to the trial
court for a redetermination of damages consistent with the opinion of the
appellate court.
A complaint was also filed by Susan Maxwell in November, 1992 against
Morse Shoe, Inc., 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 action of the Supreme Court and the remand to
the trial court, it is not clear when a trial date will be set for the Morse
case.
6
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
All references herein to fiscal 1998 and fiscal 1997 relate to the years ending
January 31, 1998 and February 1, 1997, respectively.
Results of Operations
First Quarter Fiscal 1998 versus First Quarter Fiscal 1997
Net sales decreased by $58.1 million to $137.4 million in the first
quarter of fiscal 1998 from $195.5 million in the first quarter of fiscal 1997.
Sales in the Company's apparel operations increased by $3.7 million primarily
due to an increase in the number of Casual Male Big & Tall stores in operation
during the first quarter of fiscal 1998 over the first quarter of fiscal 1997
and a 0.2% 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). On a pro forma basis,
excluding the sales in the Company's SCOA and Parade of Shoes divisions of $17.7
million and $72.4 million for the quarters ended May 3, 1997 and May 4, 1996,
respectively, sales in the Company's ongoing Licensed Discount footwear
operation decreased by $7.2 million primarily due to a decrease in the number of
licensed discount shoe departments in operation during the first quarter of
fiscal 1998 versus the first quarter of fiscal 1997 and a 3.1% decrease in
comparable retail footwear store sales (Comparable retail footwear store sales
increases/decreases are based upon comparisons of weekly sales volume in
licensed shoe departments which were open in corresponding weeks of the two
comparison periods.)
Cost of sales constituted 54.9% of sales in the first quarter of fiscal
1998 as compared to 53.7% of sales in the first quarter of fiscal 1997. Cost of
sales in the Company's apparel operations was 52.7% of sales in the first
quarter of fiscal 1998 as compared to 50.6% of sales in the first quarter of
fiscal 1997. The increase in such percentage was primarily attributable to
higher markdowns as a percentage of sales and a lower initial markup on
merchandise purchases. Cost of sales in the Company's footwear operations was
56.8% of sales in the first quarter of fiscal 1998 as compared to 55.1% of sales
in the first quarter of fiscal 1997. The increase in such percentage was
primarily due to the increased proportion of Licensed Discount sales to total
footwear sales in the first quarter of fiscal 1998 versus the first quarter of
fiscal 1997. Licensed Discount sales have a higher cost of sales than the
aggregate cost of sales in the divested SCOA and Parade of Shoes divisions.
Selling, administrative and general expenses decreased $23.6 million or
29.8% in the first quarter of fiscal 1998 as compared to the first quarter of
fiscal 1997 primarily due to the divestitures of the Company's SCOA and Parade
of Shoes divisions in March, 1997 and the downsizing of the Company's
administrative areas and facilities. As a percentage of sales, selling,
administrative and general expenses were 40.5% of sales in the first quarter of
fiscal 1998 which was comparable to the 40.5% of sales in the first quarter of
fiscal 1997. Selling, administrative and general expenses in the Company's
apparel operations were 41.2% of sales in the first quarter of fiscal 1998 as
compared to 42.8% of sales in the first quarter of fiscal 1997. This decrease
was primarily due to a lower corporate overhead allocation, as a portion of the
first quarter of fiscal 1998 corporate overhead costs were allocated to the
Company's divested SCOA and Parade of Shoes divisions. Selling, administrative
and general expenses in the Company's footwear operations were 39.9% of sales in
the first quarter of fiscal 1998 as compared to 39.5% of sales in the first
quarter of fiscal 1997. This increase was primarily due to higher selling,
administrative and general expenses as a percentage of sales in the divested
SCOA and Parade of Shoes divisions during the first quarter of fiscal 1998
versus the first quarter of fiscal 1997.
Depreciation and amortization expense decreased by $4.6 million in the
first quarter of fiscal 1998 as compared to the first quarter of fiscal 1997
primarily due to the write-off of certain fixed and intangible assets in the
fourth quarter of fiscal 1997 related to the overall restructuring of the
Company's footwear divisions. This decrease was partially offset by capital
expenditures for depreciable and amortizable assets.
As a result of the above described effects, the Company's operating income
decreased by 11.6% to $3.6 million in the first quarter of fiscal 1998 from $4.1
million in the first quarter of fiscal 1997. As a percentage of
7
sales, operating income was 2.7% in the first quarter of fiscal 1998 as compared
to 2.1% in the first quarter of fiscal 1997.
Net interest expense increased $430,000 to $3.2 million in the first
quarter of fiscal 1998 from $2.8 million in the first quarter of fiscal 1997
primarily due to higher interest rates.
Taxes on earnings for the first quarter of fiscal 1998 were $173,000
yielding an effective tax rate of 39.1%, as compared to taxes of $525,000,
yielding an effective tax rate of 38.9% in the first quarter of fiscal 1997.
Net earnings for the first quarter of fiscal 1998 were $269,000 as
compared to net earnings of $826,000 in the first quarter of fiscal 1997, a
decrease of 67.4%.
Financial Condition
May 3, 1997 versus February 1, 1997
The increase in accounts receivable at May 3, 1997 from February 1, 1997
is primarily due to seasonal factors, licensed sales in April being higher than
licensed sales in January.
Merchandise inventories at May 3, 1997 were higher than at February 1,
1997 primarily due to a seasonal increase in the average inventory level per
location.
Assets held for sale decreased to zero from the $62.3 million balance at
February 1, 1997 due to receipt of the cash proceeds from the divestitures of
the SCOA and Parade of Shoes divisions in March, 1997.
The increase in other assets is primarily the result of the establishment
of escrow accounts related to the divestitures of the SCOA and Parade of Shoes
divisions.
The ratio of accounts payable to merchandise inventory was 35.1% at May 3,
1997 as compared to 39.0% at February 1, 1997. This decrease is primarily due to
an increase in direct import purchases, which are paid for sooner than domestic
purchases, coupled with the Company's decision to eliminate bankers' acceptance
financing of foreign purchases in its footwear business. The ratio of accounts
payable to merchandise inventory was 32.0% at May 4, 1996.
Accrued expenses at May 3, 1997 decreased from the balance at February 1,
1997 primarily due to payments of costs related to the restructuring of the
Company's footwear operations, including the divestitures of the SCOA and Parade
of Shoes divisions and the downsizing and restructuring of the Licensed Discount
division and the Company's administrative areas and facilities.
Other liabilities at May 3, 1997 decreased from the balance at February 1,
1997 due to payment of $3.0 million to former stockholders of SCOA in order to
satisfy a contractual contingent payment obligation, based on earnings, to such
former SCOA stockholders.
Debt decreased $16.7 million to $197.4 million at May 3, 1997 from $214.1
million at February 1, 1997 due to the use of the net cash proceeds from both
the SCOA and Parade of Shoes transactions to pay down the Company's bank debt.
The decrease was partially offset by additional borrowings to meet seasonal
working capital needs and to fund capital expenditures.
Liquidity and Capital Resources
On May 30, 1997, the Company refinanced its $145 million revolving line of
credit into two separate revolving credit facilities, both of which are
guaranteed by J. Baker, Inc. One facility, which will be used to finance the
Company's apparel businesses, is a $100 million revolving credit facility on a
generally unsecured basis with Fleet National Bank, BankBoston, N.A., The Chase
Manhattan Bank, Imperial Bank, USTrust and Wainwright Bank & Trust Company. The
aggregate commitment amount under this revolving credit facility will be reduced
by $10 million, $12.5 million and $12.5 million on December 31, 1997, December
31, 1998 and December 31, 1999,
8
respectively. Borrowings under this revolving credit facility bear interest at
variable rates and can be in the form of loans, bankers' acceptances and letters
of credit. This facility expires on May 31, 2000.
To finance its Licensed Discount footwear business, the Company obtained a
$55 million revolving credit facility, secured by substantially all of the
assets of the Licensed Discount division, with GBFC, Inc. and Fleet National
Bank. The aggregate commitment amount under this revolving credit facility will
be reduced by $5 million on June 30, 1997. Aggregate borrowings under this
facility are limited by a formula based on various percentages of eligible
inventory, in-transit inventory and accounts receivable. Borrowings under this
revolving credit facility bear interest at variable rates and can be in the form
of loans or letters of credit. This facility expires on May 31, 2000.
Aggregate borrowings under the Company's revolving lines of credit totaled
$128.0 million and $128.7 million as of May 3, 1997 and May 30, 1997,
respectively, consisting of loans and obligations under letters of credit.
Following is a table showing actual and planned store openings by division
for fiscal 1998:
Actual Openings Planned Openings Total
First Second - Fourth Actual/Planned
Division Quarter Fiscal 1998 Quarter Fiscal 1998 Openings
-------- ------------------- ------------------- --------------
Casual Male 17 23 40
Work 'n Gear 0 2 2
Licensed 4 7 11
Offsetting the above actual and planned store openings, the Company closed
1 Casual Male store and 78 licensed departments during the first quarter of
fiscal 1998. The Company has plans to close approximately an additional 2 Casual
Male stores and 7 licensed departments during the second through fourth quarters
of fiscal 1998.
This Form 10-Q contains forward looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. The Company's actual results could differ materially from
those set forth in the forward-looking statements and may fluctuate between
operating periods. 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 actual number of store openings and closings
will depend on the availability of attractively priced sites for openings of
apparel stores, the ability of the Company to negotiate leases on favorable
terms, operating results of each site and the actions of the Company's
licensors.
The Company believes that amounts available under its revolving credit
facilities, 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.
9
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) A report on Form 8-K was filed by the Registrant on March 20, 1997
concerning the sale by the Registrant of substantially all of the
assets of its Shoe Corporation of America division and of the sale of
the Registrant's Parade of Shoes division.
A report on Form 8-K/A was filed by the Registrant on May 16, 1997
amending the Form 8-K filed on March 20, 1997 to include the
Registrant's Pro Forma consolidated condensed balance sheet at February
1, 1997 and the Pro Forma consolidated statements of earnings for the
year ended February 1, 1997 giving effect to the dispositions by the
Registrant of its SCOA and Parade of Shoes divisions.
10
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 Chief Executive Officer
Date: Canton, Massachusetts
June 12, 1997
By:/s/Philip Rosenberg
Philip Rosenberg
Executive Vice President, Chief Financial
Officer and Treasurer
Date: Canton, Massachusetts
June 12, 1997
11
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 May 3, 1997
12
EXHIBIT INDEX
Exhibit Page No.
- ------- -------
10. Material Contracts
(.01) Credit Agreement by and among the Casual Male, Inc., TCM Holding *
Co., Inc., WGS Corp., TCMB&T, Inc. and J. Baker, Inc., and Fleet
National Bank and BankBoston, N.A., et al, dated May 30, 1997,
attached.
(.02) Loan and Security Agreement between JBI, Inc., Morse Shoe, Inc. *
and JBI Holding Company, Inc., and GBFC, Inc. and Fleet National
Bank, dated May 30, 1997, attached.
(.03) Asset Purchase Agreement, dated as of March 5, 1997, by and between **
Shoe Corporation of America, Inc. and JBI, Inc.
11. Computation of Primary and Fully Diluted Earnings Per Share, attached. *
-----------------------------------------------------------
27. Financial Data Schedule ***
-----------------------
* Included herein
** Filed as an exhibit to Form 8-K on March 20, 1997 and incorporated herein by
reference thereto.
** 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.