1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from__________ to __________ Commission file number 0-14611 FRETTER, INC. (Exact name of Registrant as specified in its charter) MICHIGAN 38-1557359 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 12501 Grand River Brighton, Michigan 48116 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (810) 220-5000 NOT APPLICABLE (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 of 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___ NOT APPLICABLE APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the Registrant filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes___ No___ APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Shares outstanding as of Class September 12, 1994 ----- ------------------------ Common Stock, $.01 par value 10,577,467 2 FRETTER, INC. INDEX Page No. Form 10-Q Cover Page 1 Form 10-Q Index 2 Part I. Financial Information: Item 1. Financial Statements Consolidated Balance Sheets 3 Consolidated Statements of Earnings 4 Consolidated Statements of Shareholders' Equity 5 Consolidated Statements of Cash Flow 6 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9-14 Part II. Other Information Item 1-6. 15 Signatures 16 2 of 16 3 PART I. FINANCIAL INFORMATION ITEM I. FINANCIAL STATEMENTS FRETTER, INC. CONSOLIDATED BALANCE SHEETS ( Dollars in thousands, except share data) Assets July 31, January 31, 1994 1994 --------- ---------- Current Assets Cash and cash equivalents $9,499 $16,805 Accounts receivable 10,634 22,983 Merchandise inventory 231,183 224,445 Prepaid expenses 6,777 4,019 Deferred commissions 5,525 3,960 -------- -------- Total current assets 263,618 272,212 Property and equipment, net 113,914 110,954 Goodwill, net 62,545 63,616 Other assets 3,913 4,587 Deferred commissions 5,807 5,433 -------- -------- $449,797 $456,802 ======== ======== Liabilities and Shareholders' Equity Current Liabilities Current portion of long-term obligations $505 $590 Accounts payable 27,476 28,864 Current portion of deferred service contract revenue 25,564 21,290 Accrued liabilities 75,659 100,995 Reserve for store closings 8,777 33,385 Income taxes payable 2,510 3,558 -------- -------- Total current liabilities 140,491 188,682 Long-term obligations 90,050 43,584 Other noncurrent liabilities 30,392 38,696 Deferred service contract revenue 38,358 29,058 Employee benefit obligations 80,182 80,788 -------- -------- Total liabilities 379,473 380,808 -------- -------- Redeemable preferred stock 45,000 45,000 -------- -------- Commitments and contingencies Shareholders' Equity Preferred stock-authorized, 5,000,000 shares of $.01 par value; issued; none Common stock-authorized, 50,000,000 shares $.01 par value; issued, 10,577,467 shares at July 31, 1994 and January 31, 1994, respectively 106 106 Additional contributed capital 1,641 1,641 Retained earnings 23,577 29,247 -------- -------- 25,324 30,994 -------- -------- $449,797 $456,802 ======== ======== See accompanying notes to consolidated financial statements. 3 of 16 4 FRETTER, INC. CONSOLIDATED STATEMENTS OF EARNINGS For the six months ended July 31, (Dollars in thousands, except share data) Three-months Ended July 31, Six-months Ended July 31, --------------------------- ------------------------- 1994 1993 1994 1993 ---------- --------- ---------- ----------- Net sales $205,546 $87,637 $387,550 $167,080 Cost of goods sold 151,416 63,877 284,498 121,709 ---------- --------- ---------- --------- Gross profit 54,130 23,760 103,052 45,371 Operating expenses Selling 41,941 15,575 85,082 30,584 Warehouse and delivery 6,603 2,841 12,850 5,265 Administrative 7,465 3,304 13,169 6,663 ---------- --------- ---------- --------- 56,009 21,720 111,101 42,512 Other income (expense) Interest and other 2,155 387 4,309 822 Interest expense (1,739) (695) (3,244) (1,243) ---------- --------- ---------- --------- 416 (308) 1,065 (421) (Loss) earnings before income taxes and cumulative effect of change in accounting principle (1,463) 1,732 (6,984) 2,438 Income taxes (benefit) (526) 601 (2,514) 863 ---------- --------- ---------- --------- (Loss) earnings before cumulative effect of change in accounting principle (937) 1,131 (4,470) 1,575 Cumulative effect of change in accounting for income taxes 2,756 ---------- --------- ---------- --------- Net (loss) earnings before preferred dividend (937) 1,131 (4,470) 4,331 ---------- --------- ---------- --------- Preferred stock dividend requirements 600 1,200 ---------- --------- ---------- --------- Net (loss) earnings available for common shareholders ($1,537) $1,131 ($5,670) $4,331 ========== ========= ========== ========= Weighted average number of common shares 10,577,467 7,410,908 10,577,467 7,412,042 ========== ========= ========== ========= (Loss) earnings per common share before cumulative effect of change in accounting principle ($0.15) $0.15 ($0.54) $0.21 Cumulative effect of change in accounting for income taxes $0.37 Net (loss) earnings per common share ($0.15) $0.15 ($0.54) $0.58 ========== ========= ========== ========= See accompanying notes to consolidated financial statements 4 of 16 5 Fretter, Inc. Consolidated Statements of Shareholders' Equity For the six months ended July 31, 1993 and 1994 (Dollars in thousands, except share data) Common Stock Additional For the six-months -------------------------- Contributed Retained ended July 31, 1993 Shares $0.01 par Capital earnings Total - - ------------------------ ---------- ----------- ----------- ---------- --------- BALANCE AT FEBRUARY 1, 1993 14,540,714 $145 $33,531 $30,343 $64,019 Earnings before cumulative effect of change in accounting principle 1,575 1,575 Cumulative effect of change in accounting principle for income taxes 2,756 2,756 Common stock redeemed (9,981) 0 ---------- -------- ------- ------- ------- BALANCE AT JULY 31, 1993 14,530,733 $145 $33,531 $34,674 $68,350 ========== ======== ======= ======= ======= For the six-months ended July 31, 1994 BALANCE AT FEBRUARY 1, 1994 10,577,467 $106 $1,641 $29,247 $30,994 Net loss for the six-months ended July 31, 1994 (5,670) (5,670) ---------- -------- ------- ------- ------- BALANCE AT JULY 31, 1994 10,577,467 $106 $1,641 $23,577 $25,324 ========== ======== ======= ======= ======= See accompanying notes to consolidated statements 5 of 16 6 FRETTER, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS For the six-months ended July 31, (Dollars in thousands) 1994 1993 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) earnings before preferred dividends ($4,470) $4,332 Adjustments to reconcile net (loss) earnings to net cash (used for) operating activities: Depreciation and amortization 7,467 2,687 Stock compensation expense 1,236 498 Deferred income taxes (3,986) Other non-cash items 2,195 Change in assets and liabilities Merchandise inventory (6,738) (742) Other current and long-term assets 7,822 (1,200) Accounts payable (1,388) 4,149 Accrued Liabilities (27,772) Reserve for store closings (27,262) Deferred service contract revenue 13,574 945 Other current and long-term liabilities (9,499) (2,164) ------- ------ NET CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES (44,835) 4,519 ------- ------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (8,852) (2,211) ------- ------ Net cash (used for) investing activities (8,852) (2,211) ------- ------ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from long term obligations 46,578 Payments of long term obligations (197) (53) Redemption of common stock (40) ------- ------ NET CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES 46,381 (93) ------- ------ NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (7,306) 2,214 Cash and cash equivalents at beginning of period 16,805 6,315 ------- ------ Cash and cash equivalents at end of period $9,499 $8,529 ======= ====== See accompanying notes to consolidated financial statements 6 of 16 7 FRETTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PREPARATION The accompanying unaudited consolidated financial statements, which include Fretter, Inc. and its wholly owned subsidiaries ("Company") have been prepared in accordance with generally accepted accounting principles and reflect, in the opinion of management, all adjustments necessary for a fair presentation of financial position as of July 31, 1994 and the results of operations, and cash flows for the six months ended July 31, 1994 and 1993; all of which adjustments are of a normal and recurring nature, except for the adoption of Statement of Financial Accounting Standard No. 109 (SFAS 109) "Accounting for Income Taxes" effective February 1, 1993. The consolidated financial statements should be read in conjunction with the financial statements and notes contained in the Company's 1994 Annual Report on Form 10-K and Annual Report filed with the Securities and Exchange Commission on April 29, 1994. 2. SERVICE CONTRACTS The Company recognizes revenue from the sale of service contracts on a straight-line basis over the life of the contract. Incremental direct costs resulting from the sale of such contracts (primarily commissions) are also deferred and recognized on a straight-line basis over the same period. The Company has recorded a liability for the estimated costs of servicing contracts of DUS which existed at the acquisition date. No revenue or costs associated with these acquired contracts will be recognized. The current and noncurrent portions of the liability are included in accrued liabilities and other noncurrent liabilities, respectively. 3. SEASONALITY Due to the seasonality of the Company's business, interim results of operations are not necessarily indicative of the results for any other interim period or the results of operations for the full year. 4. EARNINGS PER SHARE Earnings per share are computed by dividing earnings after income taxes by the weighted average number of common shares outstanding, including common stock equivalents. Common stock equivalents include stock options outstanding which may be converted to common stock. There were no common stock equivalents used in the calculation at July 31, 1994. 5. INCOME TAXES The Company has adopted Statement of Financial Accounting Standard No. 109, (SFAS 109) "Accounting for Income Taxes," effective February 1, 1993. The adoption of SFAS 109 changes the method of accounting for income taxes from the deferred method (APB 11) to an asset and liability method. The assets and liability method recognizes the deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amount and the tax basis of the assets and liabilities. Under SFAS 109, assets and liabilities acquired in purchase accounting are assigned their fair values assuming equal tax bases 7 of 16 8 and deferred taxes are provided for lower or higher tax bases. Under ABP 11, values were assigned net of tax. In adopting SFAS 109, the Company adjusted the carrying values of assets so acquired. The cumulative effect of the change in accounting principle for the three months ended April 30, 1993 was $2,756,198 or $.19 per share. 8 of 16 9 PART I. ITEM 2. FINANCIAL INFORMATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (SIX MONTHS ENDED JULY 31, 1994 AND 1993) OVERVIEW The Company is a large volume specialty retailer of home entertainment products, consumer electronics and appliances. On December 3, 1993, the Company issued 3,164,804 shares of common stock, 3,000,000 shares of Convertible Series A Preferred Stock and 1,500,000 shares of Series B Preferred Stock to Dixons America Holdings, Inc. ("DAH") in exchange for the outstanding shares of equity securities of Dixons U.S. Holdings, Inc. ("DUS"). As a result of this transaction, the Company owns and controls the business assets and operations of DUS. DAH subsequently transferred all of its shares in the Company to Dixons Overseas Investments Limited ("DOI"). The ultimate parent company of DOI is Dixons Group plc ("Dixons") which (through certain subsidiaries), is the largest consumer electronics retailer in the United Kingdom and is a public limited company listed on London Stock Exchange. DUS is the holding company of Silo Holdings, Inc., which together with its subsidiaries (including Silo, Inc.) comprise the business referred to as "Silo." Currently the Company operates 242 retail stores, 44 of which are in Michigan, Ohio, Massachusetts and New Hampshire under the name Fretter; 154 retail stores under the name Silo in Arizona, California, Delaware, Illinois, Indiana, Louisiana, Nevada, New Jersey, New Mexico, New York, Oregon, Pennsylvania, Texas, Utah and Washington, operated through DUS; 3 retail stores under the name YES! Your Electronics Superstore in New York, operated through DUS; 22 retail stores in Colorado, Montana and Wyoming operated through Fred Schmid Appliance & TV Co. ("Schmid"), a wholly-owned subsidiary of the Company; and 19 automotive electronic retail stores in Michigan, Ohio and Indiana operated through Dash Concepts, a wholly-owned subsidiary of the Company. As a result of this acquisition, the Company has closed a number of locations where there were overlapping and competing stores, low performing stores and duplicate facilities. Inventory liquidation sales were held in the Los Angeles and Denver markets under the Silo name and the Indianapolis and Chicago markets under the Fretter name. All liquidation sales are complete except for stores required to remain open to honor continuous operation clauses in certain leases. At September 14, 1994 there are only five stores still required to operate under continuous operation clauses. 9 of 16 10 PART I. ITEM 2. FINANCIAL INFORMATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (SIX MONTHS ENDED JULY 31, 1994 AND 1993) As of July 31, 1994, reserves recorded for future costs related to store closures aggregate $17.6 million, consisting of $8.8 and $8.8 million expected to be incurred in the remaining six months of fiscal 1995 and in fiscal 1996, respectively. Such reserves include estimated future lease costs, store operating costs, employee separation and relocation costs and losses associated with the disposal of merchandise and other costs. Such reserves also include $15.9 million related to locations closed by DUS prior to the acquisition. The more significant factors affecting the Company's operations in the six month period ended July 31, 1994 include: - Severe weather conditions in the Eastern United States affected the Company's Pennsylvania and New England markets. - All Silo stores were converted to the Fretter Point of Sale System and physical inventories were conducted on all converted stores. - The Company consolidated Fretter and Silo headquarters into a new location in Brighton, Michigan. CHANGES IN RESULTS OF OPERATIONS Net Sales Net sales increased in the three month period ended July 31, 1994 as compared to the three month period ended July 31, 1993 by $117.9 million (134.5%). The increase of $117.9 million in total sales is primarily due to the acquisition of DUS. Comparable store sales decreased $2.7 million (5.7%) for the three month period from the same period last year. Net sales increased in the six month period ended July 31, 1994 as compared to the six month period ended July 31, 1993 by $220.5 million (132.0%). Comparable store sales decreased $8.7 million (9.8%) for the six month period from the same period last year. Sales for the three month period ending July 31, 1994 were adversely affected due to a lack of availability of air conditioner units. 10 of 16 11 PART I. ITEM 2. FINANCIAL INFORMATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (SIX MONTHS ENDED JULY 31, 1994 AND 1993) Comparable store sales relates each store's sales in a current fiscal period to the same store's sales in the same period in the prior fiscal year. The comparable store sales decrease for both the three and six month periods ended July 31, 1994 does not include the sales from any of the closed Fretter locations nor does it include the sales from any of the DUS locations. Additionally, such sales do not include any sales from the Illinois or Colorado regions. Nine Fretter locations were closed in Illinois and the remaining Illinois locations were converted from Fretter to Silo stores. Further, two Schmid locations were closed in Colorado and six Silo locations in Colorado were converted to Schmid locations. Because of this conversion and the liquidation of inventory in the markets pursuant thereto, the results of these markets were excluded from comparable sales. Accordingly, of the 242 currently operating stores, 43 are used in the comparable store sales analysis; therefor the comparable store sales analysis is not necessarily indicative of the overall comparable store sales performance of all currently operating retail locations. Cost of Goods Sold Cost of goods sold increased by $87.5 million (137.0%) and gross profit increased by $30.4 million (127.8%) in the three month period ended July 31, 1994 as compared to the three month period ended July 31, 1993. Gross profit as a percentage of net sales decreased to 26.3% in the three month period ended July 31, 1994 from 27.1% in the three month period ended July 31, 1993. Cost of goods sold increased by $162.8 million (133.6%) and gross profit increased by $57.7 million (127.1%) in the six month period ended July 31, 1994 as compared to the six month period ended July 31, 1993. Gross profit as a percentage of net sales decreased to 26.6% in the six month period ended July 31, 1994 from 27.2% in the six month period ended July 31, 1993. The decrease in gross profit for both the three and six month periods ended July 31, 1994 is principally attributable to the acquisition of DUS. With the acquisition of DUS, the Company has consolidated inventory and liquidated items not included in the future overall merchandise mix of the Company. Operating Expenses Operating expenses comprise selling, warehouse and delivery, and administrative expenses. Operating expenses increased by $34.3 million (157.9%) in the three month period ended July 31, 1994 11 of 16 12 PART I. ITEM 2. FINANCIAL INFORMATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (SIX MONTHS ENDED JULY 31, 1994 AND 1993) compared to the three month period ended July 31, 1993. As a percentage of net sales, operating expenses increased to 27.2% in the three month period ended July 31, 1994 from 24.8% in the three month period ended July 31, 1993. Operating expenses increased by $68.6 million (161.3%) in the six month period ended July 31, 1994 compared to the six month period ended July 31, 1993. As a percentage of net sales, operating expenses increased to 28.7% in the six month period ended July 31, 1994 from 25.4% in the six month period ended July 31, 1993. As a percentage of net sales for both the three and six month periods ended July 31, 1994, the increase in operating expenses is primarily attributable to an increase in store occupancy cost resulting from the acquisition of DUS. Silo locations typically are leased as opposed to Fretter locations, a majority of which are owned, thus leading to increased overall occupancy costs. Interest And Other Income Interest and other income increased $1.8 million (456.8%) in the three month period ended July 31, 1994 compared to the three month period ended July 31, 1993. Interest and other income as a percentage of net sales for the three month periods ended July 31, 1994 and 1993 were 1.0% and .4%, respectively. Interest and other income increased $3.5 million (424.2%) in the six month period ended July 31, 1994 compared to the six month period ended July 31, 1993. Interest and other income as a percentage of net sales for the six month periods ended July 31, 1994 and 1993 were 1.1% and .5%, respectively. The increase for both the three and six month periods ended July 31, 1994 is due to the acquisition of DUS and subsequent increase in private label credit card sales. Interest Expense Interest expense increased $1.1 million (150.2%) in the three month period ended July 31, 1994 compared to the three month period ended July 31, 1993. Interest expense as a percentage of net sales for both three month periods ended July 31, 1994 and 1993 was .8%. Interest expense increased $2.0 million (161.0%) in the six month period ended July 31, 1994 compared to the six month period 12 of 16 13 PART I. ITEM 2. FINANCIAL INFORMATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (SIX MONTHS ENDED JULY 31, 1994 AND 1993) ended July 31, 1993. Interest expense as a percentage of net sales for the six month periods ended July 31, 1994 and 1993 were .8% and .7%, respectively. The increase in interest expense for the three month period ended July 31, 1994 is primarily due to the increase in inventory levels and increased interest rates. Income Taxes The effective income tax rates for the three month periods ended July 31, 1994 and 1993 were 36.0% and 34.5%, respectively. The effective income tax rates for the six month periods ended July 31, 1994 and 1993 were 36.0% and 35.4%, respectively. The effective tax rates for the three and six month periods ended July 31, 1994 were higher than statutory rate primarily due to state income taxes. Net Earnings Due to the factors discussed above, net earnings decreased $2.6 million from net earnings of $1.1 million in the three month period ended July 31, 1993 to a net loss available for common shareholders of $1.5 million in the three month period ended July 31, 1994. Due to the factors discussed above, net earnings decreased $10.0 million from net earnings of $4.3 million in the six month period ended July 31, 1994 to a net loss available for common shareholders of $5.7 million in the six month period ended July 31, 1994. Changes in Cash Flows The Company's primary needs for capital are to support its inventory, particularly during the Christmas Holiday season and the summer months with the purchase of air conditioners. In addition, capital is required to fund new store openings and to remodel or relocate existing stores. For the six month period ended July 31, 13 of 16 14 PART I. ITEM 2. FINANCIAL INFORMATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (SIX MONTHS ENDED JULY 31, 1994 AND 1993) 1994, no new stores were opened or relocated and ten stores were remodeled. Cash and cash equivalents increased $970,000 during the six month period ended July 31, 1994, primarily due to proceeds of long-term obligations of $46.6 million offset by the purchase of property and equipment of $8.9 million and cash used for operating activities of $44.8 million. Net cash used in operating activities of $44.8 million primarily resulted from the decrease of accrued liabilities of $27.8 million, the decrease in the reserve for store closings of $27.3 million and the increase in deferred service contract revenue of $13.6 million. The Company will continue to open new stores to the extent that economically feasible transactions can be structured. The Company anticipates fiscal 1995 capital expenditures to be approximately $16.4 million of which approximately $12.0 million is for stores. Since July 31, 1994, the Company has opened one new store in Massachusetts and resited two stores, one in both Massachusetts and Washington. The Company also plans to open one additional store and remodel three for the fiscal year. The Company expects to fund future expansion plans with a combination of funds generated from operations, mortgage and loan financing, and through existing lines of credit. The Company expects that such sources will be sufficient to meet its future cash requirements. 14 of 16 15 PART II. OTHER INFORMATION Item 1. Legal Proceedings From time to time the Company is party to various legal proceedings relating to the conduct of its business. Many of these claims are covered by insurance. Management is of the opinion that the outcome of any of these currently pending legal proceedings will not have a material adverse effect on the Company's business or financial condition. Item 2. Changes in Securities None Item 3. Default upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K a. Exhibits 27. Selected Financial Data Schedule per Item 601(c)(1)(ii) of Regulation S-B and S-K. b. Reports on Form 8-K None 15 of 16 16 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. FRETTER, INC. Registrant Date: 09/14/94 By: /s/ John Hurley ------------------------------ John Hurley Chief Executive Officer Date: 09/14/94 By: /s/ Dale R. Campbell ------------------------------ Dale R. Campbell Executive Vice President (Principal Accounting Officer) 16 of 16