UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Thirteen Weeks Ended April 29, 1995 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 1-8057 L. LURIA & SON, INC. (Exact name of registrant as specified in its charter) FLORIDA 59-0620505 (State of incorporation) (IRS Employer Identification No.) 5770 Miami Lakes Drive, Miami Lakes, Florida 33014 (Address of principal executive offices) (zip code) (305) 557-9000 (Registrant's telephone number, including area code) 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 Common stock, par value $.01 per share: 4,011,024 shares outstanding as of May 31, 1995 Class B stock, par value $.01 per share: 1,415,534 shares outstanding as of May 31, 1995 L. LURIA & SON, INC. TABLE OF CONTENTS PART I - FINANCIAL INFORMATION Page No. Item 1. Financial Statements Condensed Balance Sheets - April 29, 1995 (Unaudited), April 30, 1994 (Unaudited), and January 28, 1995 Condensed Statements of Operations (Unaudited) for the thirteen weeks ended April 29, 1995 and April 30, 1994 Condensed Statements of Cash Flows (Unaudited) for the thirteen weeks ended April 29, 1995 and April 30, 1994 Notes to Condensed Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K Signatures PART I - FINANCIAL INFORMATION Item 1. Financial Statements L. LURIA & SON, INC. CONDENSED BALANCE SHEETS (in thousands) April 29, April 30, January 28, 1995 1994 1995 ASSETS (Unaudited) (Unaudited) Current assets: Cash and cash equivalents $ 1,124 $ 771 $ 11,100 Accounts receivable 1,402 1,814 1,634 Inventories 83,750 90,413 82,931 Prepaid expenses 2,976 3,180 2,716 Total current assets 89,252 96,178 98,381 Property, net 40,055 32,147 40,429 Other assets 222 221 214 Total assets $129,529 $128,546 $139,024 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Short-term bank borrowing $ 18,800 $ -- $ -- Accounts payable and accrued liabilities 24,792 42,655 52,169 Current portion of long-term debt and obligations under capital leases 206 206 206 Total current liabilities 43,798 42,861 52,375 Long-term debt and obligations under capital leases 939 1,116 976 Deferred taxes 1,995 1,183 1,895 Shareholders' Equity: Preferred stock: $1 par value, 5,000,000 shares authorized; no shares issued -- -- -- Common stock: Common: $.01 par value, 14,000,000 shares authorized; 4,011,024 shares issued and outstanding at April 29, 1995; 4,035,799 shares issued and outstanding at April 30, 1994; and 3,991,780 shares issued and outstanding at January 28, 1995 39 39 39 Class B: $.01 par value, 6,000,000 shares authorized; 1,415,534 shares issued and outstanding at April 29, 1995; 1,375,947 shares issued and outstanding at April 30, 1994; and 1,434,534 issued and outstanding at January 28, 1995 14 14 14 Additional paid-in capital 18,230 18,303 18,230 Retained earnings 64,514 65,030 65,495 Total shareholders' equity 82,797 83,386 83,778 Total liabilities and shareholders' equity $129,529 $128,546 $139,024 See accompanying notes to condensed financial statements. L. LURIA & SON, INC. CONDENSED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except income per common share) Thirteen Weeks Thirteen Weeks Ended Ended April 29, 1995 April 30, 1994 Net sales $37,902 $44,201 Cost of goods sold, buying and warehousing costs 26,853 31,640 Gross margin 11,049 12,561 Operating expenses 12,436 13,079 Loss from operations (1,387) (518) Interest income (expense)- net (185) 18 Loss before income tax benefit (1572) (500) Income tax benefit (590) (190) Net loss $ (982) $ (310) Weighted average number of common shares outstanding 5,427 5,414 Loss per common share $ (.18) $ (.06) See accompanying notes to condensed financial statements. L. LURIA & SON, INC. CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) Thirteen Weeks Thirteen Weeks Ended Ended April 29, 1995 April 30, 1994 CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) $ (982) $ (310) Adjustments to reconcile net (loss) to net cash used in operating activities: Depreciation 1,007 1,126 Deferred tax (benefit) 100 (100) Decrease in accounts receivable 231 463 (Increase) in inventories (819) (2,943) (Increase) in prepaid expenses (260) (975) (Increase) Decrease in other assets (8) (146) Decrease in accounts payable and accrued liabilities (27,377) (10,912) Net cash used in operating activities (28,108) (13,797) CASH FLOWS FROM INVESTING ACTIVITIES: Additions to property (631) (2,696) Net cash applied to investing activities (631) (2,696) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowing under line of credit agreements 18,800 -- Repayments of long-term debt (37) (37) Repayments of obligations under capital leases 0 (20) Treasury shares acquired --- (50) Net cash provided by financing activities 18,763 (107) Net decrease in cash and cash equivalents (9,976) (16,600) Cash and cash equivalents, beginning of period 11,100 17,371 Cash and cash equivalents, end of period $ 1,124 $ 771 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Interest (net of amounts capitalized) $ 121 $ 0 Income taxes $ (49) $ 1,150 See accompanying notes to condensed financial statements. L. LURIA & SON, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS FOR THE THIRTEEN WEEKS ENDED APRIL 29, 1995 AND APRIL 30, 1994 GENERAL The accompanying condensed financial statements have been prepared in accordance with the instructions to Form 10-Q of the Securities and Exchange Commission and in accordance with generally accepted accounting principles applicable to interim financial statements and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management of L. Luria & Son, Inc. (the "Company"), the accompanying condensed financial statements reflect all adjustments necessary to present fairly the financial position of the Company as of April 29, 1995 and April 30, 1994, and the results of its operations and cash flows for the periods ended April 29, 1995 and April 30, 1994. Furthermore, all adjustments were of a normal or recurring nature. SEASONALITY The results of operations for the thirteen weeks ended April 29, 1995 are not indicative of the results to be expected for the entire year because the Company's operations are seasonal. ACCOUNTING POLICIES The accounting policies followed by the Company are set forth in Note 1 to the Company's financial statements in the 1995 L. Luria & Son, Inc. Annual Report, which is incorporated by reference in Form 10-K. RECLASSIFICATIONS Certain prior year immaterial amounts have been reclassified to conform with current year presentation. L. LURIA & SON, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SUMMARY The following table sets forth for the periods indicated percentages which certain items reflected in the financial data bear to net sales of the Company: RELATIONSHIPS TO NET SALES PERIOD ENDED April 29, 1995 April 30, 1994 Net sales 100.0% 100.0% Cost of goods sold, buying and warehousing costs 70.8 71.6 Gross margin 29.2 28.4 Operating expenses 32.9 29.6 Loss from operations (3.7) (1.2) Interest income (expense) net (.5) .1 Loss before income tax (4.2) (1.1) Income tax benefit (1.6) ( .4) Net loss (2.6)% ( .7)% NET SALES For the thirteen weeks ended April 29, 1995, net sales were $37,902,000 a 14.2% decrease compared to the same period last year. Comparable store sales decreased 13.4%. This year's first quarter sales were impacted by operating 45 stores vs. 50 stores in the same period last year, reduced percent off promotions and softening customer demand in the Company's markets. GROSS MARGINS Gross margins as a percent of net sales for the first thirteen weeks of the current year increased to 29.2% as compared to 28.4% for the prior year first quarter due to fewer promotional markdowns and an improved sales mix with jewelry sales representing 38.2% of total sales this quarter versus 37.1% in last year's first quarter. OPERATING EXPENSES Operating expenses for the current quarter increased as a percent of net sales to 32.9% this year from 27.5% last year, due primarily to lower sales than last year. Operating expenses for the quarter were 4.9% below last year's operating expenses. Expenses were reduced from last year's levels in most expense categories, with the most significant reductions in payroll and occupancy expenses. As part of the Restructuring Plan, the Company closed three catalog showrooms during the quarter and plans to close and relocate several additional stores. Approximately $550,000 of incremental costs associated with closing the three catalog showrooms and carrying costs associated with previously closed stores has been charged to the Restructuring Plan reserves established in fiscal year 1994. The Company currently operates nine superstores (in addition to 34 catalog showrooms and two jewelry mall stores) and plans to open at least two additional superstores this year to replace existing showrooms. L. LURIA & SON, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) INCOME TAX BENEFIT Income tax benefit for the thirteen-week period ended April 29, 1995 is estimated at 37.5% compared to last year's 38.0% rate for the quarter. INVENTORIES At April 29, 1995, inventory levels were $83.8 million, 7.3% below the January 28, 1995 balance of $90.4 million due to the Company's inventory control efforts and the closing of selected catalog showrooms. LIQUIDITY AND CAPITAL RESOURCES At April 29, 1995, the Company had approximately $82.8 million in shareholders' equity and approximately $.9 million in long-term debt and capital leases. Cash and cash equivalents decreased $ 9.9 million since the end of fiscal 1995 primarily to pay for inventory purchased last year and because land and buildings for stores opened last year have been internally financed. At April 29, 1995, the Company had available lines of credit of $40 million, of which there were borrowings outstanding of $18.8 million. The Company believes that cash provided by operations, available lines of credit and access to the capital markets at competitive rates will be adequate to meet its working capital and capital expenditure requirements for fiscal year 1996. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (b) There were no reports on Form 8-K filed for the thirteen-week period ended April 29, 1995. 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. L. LURIA & SON, INC. Date: June 12 , 1995 /s/Peter Luria Peter Luria President and Chief Operating Officer Date: June 12, 1995 /s/Duane R. Wolter Duane R. Wolter Sr. Vice President-Finance, Chief Financial Officer and Principal Accounting Officer