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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10 - Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES ACT OF 1934
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For the Quarter Ended May 3, 1997 Commission File No. 1-6695
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FABRI-CENTERS OF AMERICA, INC.
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(Exact name of Registrant as specified in its charter)
Ohio 34-0720629
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5555 Darrow Road
Hudson, Ohio 44236
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(Address of principal executive offices) (Zip Code)
(216) 656 - 2600
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(Registrant's telephone number)
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
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Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest, practicable date.
Shares of Class A Common Stock outstanding at May 30, 1997: 9,190,317
Shares of Class B Common Stock outstanding at May 30, 1997: 9,078,517
Sequential Page 1 of 31
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FABRI-CENTERS OF AMERICA, INC.
Form 10-Q Index
For the quarter ended May 3, 1997
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PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements (Unaudited) Page Numbers
Consolidated Balance Sheets as of May 3, 1997 and February 1, 1997 3
Consolidated Statements of Income for the Thirteen Weeks
Ended May 3, 1997 and April 27, 1996 4
Consolidated Statements of Cash Flows for the Thirteen Weeks
Ended May 3, 1997 and April 27, 1996 5
Notes to Consolidated Financial Statements 6-7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of OperationS 8-9
PART II. OTHER INFORMATION
Item 5. Other Events 10
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 11
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
Fabri-Centers of America, Inc.
(Thousands of dollars)
MAY 3, FEBRUARY 1,
1997 1997
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ASSETS
Current assets:
Cash and cash equivalents $ 12,632 $ 12,631
Merchandise inventories 295,231 296,104
Prepaid expenses and other current assets 10,433 9,532
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Total current assets 318,296 318,267
Property and equipment, at cost:
Land 1,709 1,709
Buildings 24,498 23,905
Furniture and fixtures 111,511 108,684
Leasehold improvements 42,406 42,118
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180,124 176,416
Less accumulated depreciation and amortization 86,291 81,798
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93,833 94,618
Mortgage receivable 7,064 7,136
Other assets 9,222 9,159
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Total assets $ 428,415 $ 429,180
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 107,587 $ 99,458
Accrued expenses 18,641 28,898
Accrued income taxes 2,543 10,697
Deferred income taxes 2,582 2,167
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Total current liabilities 131,353 141,220
Long-term debt 19,600 15,100
Convertible subordinated debentures 56,983 56,983
Deferred income taxes 13,567 13,357
Other long-term liabilities 3,469 3,110
Shareholders' equity:
Common Stock:
Class A 511 507
Class B 507 503
Additional paid-in capital 78,075 76,614
Other (1,368) (1,248)
Retained earnings 144,005 141,397
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221,730 217,773
Treasury stock, at cost (18,287) (18,363)
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Total shareholders' equity 203,443 199,410
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Total liabilities and shareholders' equity $ 428,415 $ 429,180
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See notes to consolidated financial statements
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CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Fabri-Centers of America, Inc.
(Thousands of dollars, except per share data)
MAY 3, APRIL 27,
THIRTEEN WEEKS ENDED 1997 1996
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Net sales $218,826 $203,028
Costs and expenses:
Cost of goods sold 122,688 114,641
Selling, general and administrative expenses 90,438 83,836
Interest expense, net 1,528 2,839
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214,654 201,316
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Earnings before income taxes 4,172 1,712
Income tax provision 1,564 642
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Net earnings $ 2,608 $ 1,070
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Net earnings per common share:
Primary $ 0.14 $ 0.06
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Assuming full dilution $ 0.13 $ 0.06
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See notes to consolidated financial statements
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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Fabri-Centers of America, Inc.
(Thousands of dollars)
MAY 3, APRIL 27,
THIRTEEN WEEKS ENDED 1997 1996
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Operating activities:
Net earnings $ 2,608 $ 1,070
Adjustments to reconcile net earnings to net cash (used for) provided by operating
activities:
Cancellation of restricted stock awards (32) --
Depreciation and amortization and other noncash expenses 5,321 5,272
Loss on disposal of fixed assets 144 292
Deferred income taxes 625 428
Working capital changes:
Merchandise inventories 873 10,974
Prepaid expenses and other current assets (901) 748
Accounts payable 8,129 (6,553)
Accrued expenses (10,257) (3,164)
Accrued income taxes (8,154) (345)
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Net cash (used for) provided by operating activities (1,644) 8,722
Investing activities:
Capital expenditures (4,168) (3,211)
Mortgage receivable 72 68
Other, net (452) 318
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Net cash used for investing activities (4,548) (2,825)
Financing activities:
Proceeds from long-term debt 8,600 13,100
Repayment of long-term debt (4,100) (11,400)
Other long-term liabilities 359 10
Proceeds from exercise of stock options 1,122 634
Issuance of treasury shares 212 --
Purchase of common stock -- (9,009)
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Net cash provided by (used for) financing activities 6,193 (6,665)
Net increase (decrease) in cash 1 (768)
Cash and cash equivalents at beginning of period 12,631 11,552
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Cash and cash equivalents at end of period $ 12,632 $ 10,784
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Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 2,195 $ 3,490
Income taxes 9,093 560
See notes to consolidated financial statements
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Fabri-Centers of America, Inc.
May 3, 1997, February 1, 1997 and April 27, 1996
Note 1 - Basis of Presentation
The accompanying consolidated financial statements include the accounts of
Fabri-Centers of America, Inc., and its wholly owned subsidiaries (the
"Company") and have been prepared without audit, pursuant to the rules of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to those
rules and regulations, although, the Company believes that the disclosures,
herein, are adequate to make the information not misleading. The statements
should be read in conjunction with the consolidated financial statements and
notes, thereto, included in the Company's Annual Report on Form 10-K for the
fiscal year ended February 1, 1997 (fiscal 1997).
The Company's business is seasonal, therefore, earnings or losses for a
particular interim period are not necessarily indicitive of full year results.
In the opinion of management, the accompanying consolidated financial statements
contain all adjustments (consisting only of normal recurring accruals) necessary
for a fair statement of results for the interim periods.
Note 2 - Earnings Per Share
Primary earnings per common share and earnings per common share assuming full
dilution equal net earnings divided by the weighted average number of common
shares outstanding, after giving effect for the assumed exercise of dilutive
stock options under the treasury stock method. The Company's 6 1/4% Convertible
Subordinated Debentures are considered a common share equivalent in calculating
earnings per common share assuming full dilution; however, they are not included
in the earnings per common share calculation assuming full dilution, because the
effect of conversion is anti-dilutive.
The following table presents information necessary to calculate primary earnings
per common share and earnings per common share assuming full dilution for the
periods presented:
MAY 3, APRIL 27,
THIRTEEN WEEKS ENDED 1997 1996
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Common shares outstanding-primary:
Weighted average shares outstanding 18,024,303 18,268,965
Share equivalents - stock options 1,207,417 541,043
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19,231,720 18,810,008
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Common shares outstanding-assuming full dilution:
Weighted average shares outstanding 18,024,303 18,268,965
Share equivalents - stock options 1,456,162 561,575
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19,480,465 18,830,540
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The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards (SFAS) No. 128, "Earnings Per Share," in March 1997, which
will revise the calculation methods and disclosures regarding earnings per
share. As required by the Statement, the Company will adopt SFAS No. 128 in the
fourth quarter of fiscal 1998.
The Company's pro forma earnings per common share that would have been reported
had the new standard been previously in effect are as follows:
MAY 3, APRIL 27,
THIRTEEN WEEKS ENDED 1997 1996
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Basic earnings per common share 0.14 0.06
Diluted earnings per common share 0.14 0.06
Note 3 - Amendment to Revolving Credit Facility
The Company amended its unsecured $200,000,000 revolving credit facility (the
"Credit Facility") with a group of eight banks on June 2, 1997. The amendment
extends the expiration date of the Credit Facility to May 31, 2001. The Company
pays a facility fee on the revolving commitment amount which as a result of the
amendment now ranges from .10% to .375%, based on the achievement of certain
financial covenants. Under the amendment, the Company no longer pays a
commitment fee on the unused portion of the Credit Facility. Interest on
borrowings under the Credit Facility is payable at an applicable margin over
prime, federal funds or LIBOR rates. The applicable margin has been amended and
now ranges between .25% and 1.00%, based on the achievement of certain financial
covenants.
The amended Credit Facility contains financial covenants which limit the
Company's capital expenditures and defined leverage ratio, as well as require
the Company to maintain a minimum tangible net worth, fixed charge coverage
ratio and current funded indebtedness ratio. As a result of the amendment,
certain financial covenants were eliminated.
Note 4 - Convertible Subordinated Debentures
On May 20, 1997, the Company announced that its Board of Directors authorized
the redemption on June 30, 1997 of all outstanding 6 1/4% Convertible
Subordinated Debentures due March 1, 2002 at a price of 101.785 percent of
principal, and payment of accrued interest to the date of redemption. The
redemption will be funded through the use of the Company's long-term credit
facilities. The Company estimates that it will incur a second quarter
extraordinary charge of approximately $1,200,000 or $0.06 per share, net of
taxes, upon redemption of all debentures.
Each $1,000 principal amount of debentures is convertible into an aggregate of
approximately 20.513 Class A Common Shares and 20.513 Class B Common Shares (at
a conversion price of $24.375 per share). Debentures not converted by June 30,
1997 will be redeemed at the stated premium.
Note 5 - Capital Stock
During the first quarter of fiscal year 1997, the Company purchased 407,525
Class A and 450,506 Class B Common Shares on the open market. The aggregate
purchase price of these shares was approximately $9,000,000 which was funded
through the Company's revolving credit facility.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
THIRTEEN WEEKS ENDED MAY 3, 1997 VS. APRIL 27, 1996
Net sales for the first quarter of fiscal 1998 increased 8 percent, or
$15,798,000, compared to the first quarter of fiscal 1997. The sales growth was
well-distributed across all product lines, in both Jo-Ann Fabrics and Crafts
stores as well as Cloth World stores. Comparable store sales increased 7 percent
for the first quarter of fiscal 1998 over the same quarter a year earlier.
Gross profit increased $7,751,000 in the first quarter of fiscal 1998
compared to the same quarter of fiscal 1997. As a percentage of net sales,
fiscal 1998 first quarter gross profit was 43.9 percent, an increase of 0.4
percentage points from the same quarter a year earlier. The improvement in the
gross profit margin percentage resulted from smaller markdowns on seasonal
merchandise as there was less clearance and carryover inventory during the first
quarter of fiscal 1998 when compared to the same quarter a year earlier.
Selling, general and administrative expenses as a percentage of net sales
were 41.3 percent for both the first quarter of fiscal 1998 and 1997. As a
percent of sales, increases in advertising and information systems development
expenses were offset by declines in distribution service center costs and store
level operating expenses.
The Company's effective income tax rate was 37.5 percent for the first
quarter of fiscal 1998 and 1997.
Net earnings for the first quarter of fiscal 1998 were $2,608,000 or $0.14
per share, compared to net earnings of $1,070,000, or $0.06 per share, for the
same quarter a year earlier.
The Company's business exhibits seasonality which is typical for most
retail companies, with much stronger sales in the second half of the year than
the first half of the year. In general, net earnings are highest during the
months of September through December, when sales volumes provide significant
operating leverage. Conversely, net earnings are substantially lower during the
relatively low-volume sales months of January through August. Capital
requirements needed to finance the Company's operations fluctuate during the
year and reach their highest levels during the second and third fiscal quarters
as the Company increases its inventory in preparation for its peak selling
season.
LIQUIDITY AND CAPITAL RESOURCES
Working capital was $186,943,000 at May 3, 1997, an increase of $9,896,000
from the end of the prior fiscal year. The ratio of current assets to current
liabilities was 2.4:1 at May 3, 1997 and 2.3:1 at February 1, 1997.
The Company used $1,644,000 of cash for operating activities in the first
quarter of fiscal 1998 compared to generating $8,722,000 of cash from operating
activities in the first quarter of the prior year. During the first quarter of
fiscal 1998, cash used for operating activities included $9,093,000 in income
tax payments and a $3,280,000 payment to settle a Securities and Exchange
Commission enforcement proceeding. The cost of the Securities and Exchange
Commission settlement was recognized in the fourth quarter of fiscal 1997.
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Capital expenditures were $4,168,000 for the first quarter of fiscal 1998
as compared to $3,211,000 for the same period of fiscal 1997. For the full year
of fiscal 1998, capital expenditures are expected to be approximately
$30,000,000 as compared to $13,191,000 in the prior year. The higher level of
anticipated capital expenditures is related to an increase in planned store
openings when compared to the prior year. The Company plans to open 65 to 70 new
stores (including six Jo-Ann etc formats) and close 75 to 80 stores during
fiscal 1998.
The Company purchased 407,525 Class A and 450,506 Class B Common Shares on
the open market at an aggregate purchase price of approximately $9,000,000
during the first quarter of fiscal 1997. The remaining number of shares that can
be acquired pursuant to prior authorization by the Board of Directors is 597,025
Class A and 557,025 Class B Common Shares.
On May 20, 1997, the Company announced that its Board of Directors
authorized the redemption on June 30, 1997 of all outstanding 6 1/4% Convertible
Subordinated Debentures due March 1, 2002 at a price of 101.785 percent of
principal, and payment of accrued interest to the date of redemption. The
redemption will be funded through the use of the Company's long-term credit
facilities. The Company estimates that it will incur a second quarter
extraordinary charge of $1,200,000 or $0.06 per share, net of taxes, upon
redemption of all debentures.
Each $1,000 principal amount of debentures is convertible into an
aggregate of approximately 20.513 Class A Common Shares and 20.513 Class B
Common Shares (at a conversion price of $24.375 per share). Debentures not
converted by June 30, 1997 will be redeemed at the stated premium.
The Company amended its $200,000,000 revolving credit facility (the
"Credit Facility") with a group of eight banks on June 2, 1997. The amendment
extended the expiration of the Credit Facility to May 31, 2001 and made various
changes to simplify the administration and to clarify certain terms of the
Credit Facility. The Company may borrow up to a maximum of $220,000,000, subject
to further limitations during specified time frames, by utilizing funds
available under the Credit Facility and other lines of credit. As of May 3,
1997, the Company had borrowings of $19,600,000 under the Credit Facility and
other lines of credit. The Company continues to maintain excellent vendor and
banking relationships and has sufficient resources, including unused credit
facilities, to meet its operating needs, to fund the redemption of the
Debentures and to fund its capital expenditures for fiscal 1998.
During the first quarter of fiscal 1998, the Company opened 11 larger
stores and closed 12 smaller or under-performing stores. As of May 3, 1997, the
Company operated 913 stores in 48 states primarily under the names Jo-Ann
Fabrics and Crafts, Cloth Worlds, New York Fabrics and Crafts and Jo-Ann etc.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this report that are not historical facts
are forward-looking statements that are subject to certain risks and
uncertainties. When used herein, the terms "anticipates," "plans," "expects,"
"believes," and similar expressions as they relate to the Company or its
management are intended to identify such forward-looking statements. The
Company's actual results, performance or achievements may materially differ from
those expressed or implied in the forward-looking statements. Risks and
uncertainties that could cause or contribute to such material differences
include, but are not limited to, changes in customer demand, changes in trends
in the fabric and craft industry, changes in the competitive pricing for
products, the impact of competitor store openings and closings, the availability
of acceptable store locations, the availability of merchandise and general
economic conditions.
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PART II OTHER INFORMATION
Item 5. OTHER EVENTS
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REDEMPTION OF 6 1/4% CONVERTIBLE SUBORDINATED DEBENTURES
On May 20, 1997, the Company announced that its Board of Directors
authorized the redemption on June 30, 1997 of all outstanding 6 1/4%
Convertible Subordinated Debentures due March 1, 2002 at a price of
101.785 percent of principal, and payment of accrued interest to the
date of redemption. The redemption will be funded through the use of
the Company's long-term credit facilities. The Company estimates that
it will incur a second quarter extraordinary charge of $1,200,000 or
$0.06 per share, net of taxes, upon redemption of all debentures.
Each $1,000 principal amount of debentures is convertible into an
aggregate of approximately 20.513 Class A Common Shares and 20.513
Class B Common Shares (at a conversion price of $24.375 per share).
Debentures not converted by June 30, 1997 will be redeemed at the
stated premium.
AMENDMENT TO REVOLVING CREDIT FACILITY
The Company amended its $200,000,000 revolving credit facility (the
"Credit Facility") with a group of eight banks on June 2, 1997. See
Note 3 of Notes to Consolidated Financial Statements for further
discussion.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
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a) EXHIBITS
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See the Exhibit Index at sequential page 12 of this report.
b) REPORTS ON FORM 8-K
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The Company filed a report on Form 8-K dated February 18, 1997.
Under Item 5 ("Other Events"), the Company reported its
settlement with the Securities and Exchange Commission ("SEC") of
allegations in connection with a previously reported SEC
investigation.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto, duly authorized.
FABRI-CENTERS OF AMERICA, INC.
DATE: June 17, 1997 /s/ Alan Rosskamm
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By: Alan Rosskamm
Chairman, President and
Chief Executive Officer
/s/ Samuel R. Gaston
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By: Samuel R. Gaston
Executive Vice President and
Chief Financial Officer
/s/ Robert R. Gerber
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By: Robert R. Gerber
Senior Vice President, Controller and
Chief Accounting Officer
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FABRI-CENTERS OF AMERICA, INC.
FORM 10-Q FOR THE THIRTEEN WEEK
PERIOD ENDED MAY 3, 1997
EXHIBIT INDEX
Sequential
EXHIBIT NO. Description Page No.
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10 Amendment No. 1 effective June 2, 1997 to the Credit 13
Agreement dated as of September 30, 1994 among
Fabri-Centers of America, Inc., as Borrower,
the Banks named therein and Key Bank National
Association (as successor by merger to Society
National Bank), as Agent for the banks under
the credit agreement.
11 Computation of Earnings per Common Share 31
27 Financial Data Schedule
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