-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, PutvOtyC6iq/ibIwIv13o/CwVXp/FI41eEVBkuYEpntIUFvPklUSEEchLMV9s6d0 b0w0e82wjcIE7VPR5H3aDA== 0000950152-94-001229.txt : 19941219 0000950152-94-001229.hdr.sgml : 19941219 ACCESSION NUMBER: 0000950152-94-001229 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19941029 FILED AS OF DATE: 19941213 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FABRI CENTERS OF AMERICA INC CENTRAL INDEX KEY: 0000034151 STANDARD INDUSTRIAL CLASSIFICATION: 5940 IRS NUMBER: 340720629 STATE OF INCORPORATION: OH FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-06695 FILM NUMBER: 94564573 BUSINESS ADDRESS: STREET 1: 5555 DARROW RD CITY: HUDSON STATE: OH ZIP: 44236 BUSINESS PHONE: 2166562600 MAIL ADDRESS: STREET 1: 5555 DARROW ROAD CITY: HUDSON STATE: OH ZIP: 44236 FORMER COMPANY: FORMER CONFORMED NAME: CLEVELAND FABRIC SHOPS INC DATE OF NAME CHANGE: 19681216 FORMER COMPANY: FORMER CONFORMED NAME: CLEVELAND FABRIC SHOPS INC NUMBER THREE DATE OF NAME CHANGE: 19681216 10-Q 1 FABRI-CENTERS OF AMERICA, INC. 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 ---------------------- For the Quarter Ended Commission File No. 1-6695 - - --------------------- -------------------------- October 29, 1994 FABRI-CENTERS OF AMERICA, INC. - - -------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Ohio 34-0720629 - - ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 5555 Darrow Road Hudson, Ohio 44236 - - ---------------------------------------- -------------------- (Address of principal executive offices) (Zip Code) 216 - 656 - 2600 - - ------------------------------- (Registrant's telephone number) Indicate by check mark whether the registrant (1) has filed all reports required to 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 ------- ------- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Shares of Common Stock outstanding at November 25, 1994: 9,230,996. Sequential page 1 of 16 2 CONSOLIDATED BALANCE SHEETS (UNAUDITED) Fabri-Centers of America, Inc. (Thousands of dollars)
October 29, January 29, 1994 1994 - - ------------------------------------------------------------------------------------------------- ASSETS Current assets: Cash and cash equivalents $ 18,690 $ 7,715 Merchandise inventories 342,617 224,803 Prepaid expenses and other current assets 12,331 11,009 Deferred income taxes 6,693 4,123 ----------------------------------------- Total current assets 380,331 247,650 Property and equipment, at cost: Land 1,986 1,966 Buildings 20,404 20,052 Furniture and fixtures 81,565 72,088 Leasehold improvements 33,309 26,195 ----------------------------------------- 137,264 120,301 Less accumulated depreciation and amortization 52,708 44,668 ----------------------------------------- 84,556 75,633 Mortgage receivable 7,739 7,926 Other assets 10,375 9,164 ----------------------------------------- Total assets $ 483,001 $ 340,373 ========================================= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 126,217 $ 62,309 Accrued expenses 33,002 11,375 Accrued income taxes - 2,954 Net liabilities of discontinued operation - 3,557 ----------------------------------------- Total current liabilities 159,219 80,195 Long-term debt 110,000 45,500 Convertible subordinated debentures 56,983 56,983 Deferred income taxes 9,190 8,499 Other long-term liabilities 104 184 Shareholders' equity: Common stock 988 975 Additional paid-in capital 72,519 70,598 Other (2,829) (1,896) Retained earnings 85,222 87,602 ----------------------------------------- 155,900 157,279 Treasury stock, at cost (8,395) (8,267) ----------------------------------------- Total shareholders' equity 147,505 149,012 ----------------------------------------- Total liabilities and shareholders' equity $ 483,001 $ 340,373 ========================================= See notes to consolidated financial statements
Page 2 of 16 3 CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Fabri-Centers of America, Inc. (Thousands of dollars, except share and per share data)
Thirteen weeks ended Thirty-nine weeks ended ------------------------------- ------------------------------ October 29, October 30, October 29, October 30, 1994 1993 1994 1993 - - ------------------------------------------------------------------------------------------------------------------------------------ Net sales $ 175,434 $ 147,104 $ 420,961 $ 400,006 Costs and expenses: Cost of goods sold 95,744 80,775 236,136 229,452 Selling, general and administrative expenses 70,611 58,934 183,001 171,687 Interest expense, net 2,453 1,737 5,694 4,596 -------------------------------------------------------------------- 168,808 141,446 424,831 405,735 -------------------------------------------------------------------- Earnings (loss) before income taxes and cumulative effect of accounting change 6,626 5,658 (3,870) (5,729) Income tax provision (benefit) 2,551 2,122 (1,490) (2,148) -------------------------------------------------------------------- Earnings (loss) before cumulative effect of accounting change 4,075 3,536 (2,380) (3,581) Cumulative effect of accounting change - - - 399 -------------------------------------------------------------------- Net earnings (loss) $ 4,075 $ 3,536 $ (2,380) $ (3,182) ==================================================================== Earnings (loss) per common share: Earnings (loss) before cumulative effect of accounting change $ 0.44 $ 0.38 $ (0.26) $ (0.38) Cumulative effect of accounting change - - - 0.04 -------------------------------------------------------------------- Net earnings (loss) $ 0.44 $ 0.38 (0.26) (0.34) ==================================================================== Average shares and equivalents outstanding 9,327,037 9,221,081 9,320,198 9,268,056 ==================================================================== See notes to consolidated financial statements
Page 3 of 16 4 CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED) Fabri-Centers of America, Inc. (Thousands of dollars)
Thirty-Nine Weeks Ended ----------------------------- October 29, October 30, 1994 1993 - - ---------------------------------------------------------------------------------------------------------------------- Operating activities: Net loss $ (2,380) $ (3,182) Additions (deductions) not requiring cash: Cumulative effect of accounting change - (399) Cancellation of restricted stock awards (10) (690) Depreciation and amortization and other noncash expenses 9,830 8,842 Loss on disposal of fixed assets 243 532 Deferred income taxes (1,879) (3,605) Working capital changes, net of acquisition of Cloth World: Merchandise inventories (19,667) (36,402) Prepaid expenses and other current assets 2,022 2,803 Accounts payable 35,749 18,007 Accrued expenses 540 (2,449) Accrued income taxes (2,954) (971) Net liabilities of discontinued operation (3,557) (7,558) ------------------------------ Net cash provided by (used for) operating activities 17,937 (25,072) Investing activities: Capital expenditures (8,202) (5,823) Acquisition of Cloth World, net of cash acquired (a) (61,827) - Mortgage receivable 187 310 Other, net (1,789) 240 ------------------------------ Net cash used for investing activities (71,631) (5,273) Financing activities: Proceeds from long-term debt 89,500 46,000 Repayment of long-term debt (25,000) (9,900) Other long-term liabilities (80) (36) Proceeds from exercise of stock options 377 472 Repurchase of common stock (128) (3,230) ------------------------------ Net cash provided by financing activities 64,669 33,306 Net increase in cash 10,975 2,961 Cash and cash equivalents at beginning of period 7,715 6,627 ------------------------------ Cash and cash equivalents at end of period $ 18,690 $ 9,588 ============================== Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 6,182 $ 6,140 Income taxes 3,189 529 (a) Acquisition of Cloth World, net of cash acquired Working capital, other than cash $ (52,245) $ - Property and equipment (9,540) - Other assets (42) - ------------ ------------ $ (61,827) $ - ============ ============ See notes to consolidated financial statements
Page 4 of 16 5 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FABRI-CENTERS OF AMERICA, INC. OCTOBER 29, 1994, JANUARY 29, 1994 AND OCTOBER 30, 1993 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 January 29, 1994. The statements present the Company's Cargo Express Stores division as a discontinued operation, accordingly, except as noted, the statements pertain to only the Company's continuing operations. 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. 2. Significant Accounting Policies: A. Cash equivalents consist of highly liquid investments with a maturity of three months or less at the time of purchase. B. Inventories are stated at the lower of cost or market. Cost is principally determined on the last-in, first-out (LIFO) method. C. Store physical inventories are taken on a cycle basis throughout the fiscal year, with an approximate equal percentage of stores inventoried each fiscal quarter. Store inventories subsequent to the physical inventory are charged at cost for shipments of merchandise to the stores and are relieved at cost for the sale of merchandise. D. The expenses incurred in connection with the opening of new stores are charged to operations in the period the store is opened. E. Earnings per share are computed based on the weighted average number of shares and share equivalents outstanding during the fiscal period. F. Depreciation of buildings, furniture and fixtures and leasehold improvements is Page 5 of 16 6 provided by charges to operations on a straight-line basis over the estimated useful lives of the assets. Accelerated methods of depreciation are used for federal income tax purposes. G. Certain reclassifications have been made of amounts reported in fiscal 1994 in order to conform with the presentation for fiscal 1995. H. The Company is a national specialty retailer of fabric and related products through Company-operated retail stores. The stores sell a wide variety of fashion and decorator fabrics, related notions, patterns, crafts, seasonal and other merchandise. 3. Effective January 31, 1993, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes." As permitted by SFAS 109, the Company elected not to restate the financial statements for any prior years. The effect of the change on pre-tax earnings from continuing operations for the thirty-nine weeks ended October 30, 1993, was not material; however, the cumulative effect of the change increased net earnings by $399,000, or $0.04 per share, for the first thirty-nine weeks of fiscal 1994. 4. As of January 29, 1994, the Company provided $5,201,000 net of tax benefit, for the liquidation of its housewares division, Cargo Express Stores (Cargo Express), primarily for the write-off of fixed assets, estimated costs to complete the liquidation and estimated operating losses to be incurred through completion of the liquidation. During the first quarter of fiscal 1995, the Company completed the liquidation of Cargo Express which did not require the recognition of any additional gain or loss. 5. On September 30, 1994, the Company entered into a $200 million three-year revolving credit agreement (the credit facility) with a group of eight banks (the bank group). The Company pays a facility fee on the revolving credit commitment amount and pays a commitment fee on the unused portion of the credit facility each of which range from .125% to .25% based on the achievement of certain financial covenants. The credit facility contains certain financial covenants which limit the Company's capital expenditures and defined leverage ratio, as well as, require the Company to maintain a minimum defined current ratio, working capital, tangible net worth, fixed charge coverage ratio and current funded indebtedness ratio. As required by the credit facility, the Company entered into a two-year interest rate protection agreement with one of the banks in the bank group, fixing the interest rate to less than 8% on $20 million notional amount. The maximum allowable combined outstanding debt for the credit facility and additional bank borrowings is $220 million, subject to further limitations during specified time frames throughout the commitment period. The Company's weighted average interest rate under its bank facilities was 6.07% for Page 6 of 16 7 the third quarter of fiscal 1995 and 5.14% during the thirty-nine weeks ended October 29, 1994. 6. On October 2, 1994, the Company acquired substantially all of the assets of Cloth World, a division of Brown Group Inc. ("Cloth World") for approximately $100 million in cash and the assumption of certain liabilities. The final purchase price is subject to post-closing adjustments. The funds used to acquire Cloth World were provided by internally generated funds and borrowings under the credit facility. The acquisition has been recorded using the purchase method, and accordingly, the results of operations of Cloth World have been included in the Company's consolidated financial statements since the date of acquisition. The purchase price allocation has been based on preliminary estimates which may be revised at a later date; however, the effect of any revisions on the results of operations for the third quarter of fiscal 1995 would not be material. Cloth World, with fiscal 1994 sales of $224 million, operated 342 specialty fabric stores in 26 states with a concentration in the southern half of the United States. Summarized below are the unaudited consolidated results of operations of the Company, including Cloth World on a pro forma basis, as if Cloth World had been acquired as of the beginning of the periods presented:
Thirty-nine weeks ended ---------------------------- October 29, October 30, 1994 1993 ------------ ------------ Net sales $ 561,377 $ 568,235 Loss before cumulative effect of accounting change $ (2,566) $ (3,135) Net loss $ (2,566) $ (2,736) Loss per common share: Loss before cumulative effect of accounting change $ (0.28) $ (0.34) Net loss $ (0.28) $ (0.30)
The pro forma financial information is presented for informational purposes only and is not necessarily indicative of the operating results that would have occurred had the Cloth World acquisition been consummated at the beginning of the periods presented. In addition, they are not intended to be a projection of future results and do not reflect synergies that might be achieved from combined operations. Page 7 of 16 8 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Except where otherwise noted, Management's Discussion and Analysis of Financial Condition and Results of Operations pertains to the Company's continuing operations. Assets and liabilities of Cargo Express have been reclassified on the balance sheets as net liabilities of discontinued operation. On October 2, 1994, the Company acquired substantially all of the assets of Cloth World, a division of Brown Group Inc. ("Cloth World") for approximately $100 million in cash and the assumption of certain liabilities. The final purchase price is subject to post-closing adjustments. The funds used to acquire Cloth World were provided by internally generated funds and borrowings under the credit facility. The acquisition has been recorded using the purchase method, and accordingly, the results of operations of Cloth World have been included in the Company's consolidated financial statements since the date of acquisition. The purchase price allocation has been based on preliminary estimates which may be revised at a later date; however, the effect of any revisions on the results of operations for the third quarter of fiscal 1995 would not be material. Cloth World, with fiscal 1994 sales of $224 million, operated 342 specialty fabric stores in 26 states with a concentration in the southern half of the United States. RESULTS OF OPERATIONS THIRTEEN WEEKS ENDED OCTOBER 29, 1994 VS. OCTOBER 30, 1993 Net sales for the third quarter of fiscal 1995 increased 19.3%, or $28.3 million, to $175.4 million from $147.1 million in fiscal 1994, largely due to $21.5 million of sales generated from the Cloth World stores in the last four weeks of the quarter. Net sales, excluding the Cloth World stores, increased $6.8 million, or 4.6%, while comparable store sales increased 3.1% in the third quarter of fiscal 1995 against the same quarter a year earlier. The increase is primarily attributable to implementing a plan to improve customer service, enhance store presentation and expand product assortment. Gross profit increased $13.4 million in the third quarter of fiscal 1995 compared to the same quarter of fiscal 1994, primarily as a result of the increase in sales volume. As a percentage of net sales, fiscal 1995 third quarter gross profit was 45.4%, an increase of 0.3 percentage points from the gross profit of 45.1% for the same quarter a year earlier. Selling, general and administrative expenses for the third quarter of fiscal 1995 increased $11.7 million from the same quarter a year ago. The majority of the increase was for operating expenses incurred in the newly acquired stores with the remainder of the increase attributable to higher store level expenses directed at improving customer service. As a percentage of net sales, selling, general and administrative expenses increased 0.1 percentage points to 40.2% from 40.1% for the third quarter of fiscal 1994. Page 8 of 16 9 Net interest expense increased $0.7 million to $2.5 million for the third quarter of fiscal 1995 compared to the third quarter of fiscal 1994, due to a higher interest rate on bank borrowings and to the incremental borrowings related to the acquisition of Cloth World. The Company's effective income tax rate was 38.5% for the second quarter of fiscal 1995 compared to 37.5% for the same period a year ago. The change in effective tax rate resulted from an increase in the federal corporate income tax rate from 34% to 35%. Net earnings for the third quarter of fiscal 1995 were $4.1 million, or $0.44 per share, which compares to net earnings of $3.5 million, or $0.38 per share, for the same quarter a year earlier. THIRTY-NINE WEEKS ENDED OCTOBER 29, 1994 VS. OCTOBER 30, 1993 For the first nine months of fiscal 1995, net sales increased 5.2%, or $21.0 million, to $421.0 million from $400.0 million in fiscal 1994. Excluding sales of $21.5 million from the Cloth World stores, net sales decreased $0.5 million, or 0.1%, and comparable store sales decreased 0.6% in the first nine months of fiscal 1995 against the same period a year earlier. Gross profit increased $14.3 million in the first nine months of fiscal 1995 compared to the same period of fiscal 1994. The majority of the increase was from the operation of the newly acquired stores. As a percentage of net sales, gross profit for the first nine months of fiscal 1995 was 43.9%, an improvement of 1.3 percentage points from the gross profit of 42.6% for the same period a year earlier. Reduced levels of promotional pricing during the early months of fiscal 1995 compared to fiscal 1994 contributed to the increase in gross profit margins. Selling, general and administrative expenses for the first nine months of fiscal 1995 increased $11.3 million from the same period a year ago. The majority of the increase was for operating expenses incurred in the newly acquired stores with the remainder of the increase attributable to higher store level expenses directed at improving customer service. These increases were partially offset by expense reductions resulting from the implementation of new management information systems. As a percentage of net sales, selling, general and administrative expenses increased 0.6 percentage points to 43.5% from 42.9% for the first nine months of fiscal 1994. Net interest expense increased $1.1 million to $5.7 million for the first nine months of fiscal 1995 compared to the first nine months of fiscal 1994. This increase was primarily attributable to higher interest rates on bank borrowings. The Company's effective income tax rate was 38.5% for the first nine months of fiscal 1995 as compared to 37.5% for the same period a year ago as a result of a change in federal corporate income tax rates. Page 9 of 16 10 The net loss for the first nine months of fiscal 1995 was $2.4 million, or $0.26 per share, which compares to the net loss of $3.2 million, or $0.34 per share, for the same period a year earlier. The net loss in the first nine months of fiscal 1994 included a one-time credit of $0.4 million, or $0.04 per share, from the cumulative effect of adopting SFAS No. 109, "Accounting for Income Taxes." LIQUIDITY AND CAPITAL RESOURCES The Company completed the first nine months of fiscal 1995 in sound financial condition. Working capital increased $53.6 million to $221.1 million, at October 29, 1994, compared to $167.5 million at January 29, 1994. Nearly all of the increase is related to the acquisition of Cloth World described above. The ratio of current assets to current liabilities was 2.4:1 at October 29, 1994, 2.5:1 at October 30, 1993 and 3.1:1 at January 29, 1994. The Company generated $17.9 million of cash from operations for the first nine-months of fiscal 1995, a $43.0 million increase over the $25.1 million of cash used by operations in the same period of fiscal 1994. The improvement is principally the combined result of an increase in accounts payable and lower inventory levels, as the Company continues to more effectively manage inventory. In the third quarter of fiscal 1995, the Company made an initial cash payment of $62 million for the purchase of Cloth World. The cash payment may be adjusted upon the resolution of any post-closing purchase price adjustments. Capital expenditures were $8.2 million for the first nine months of fiscal 1995 as compared to $5.8 million for the first nine months of fiscal 1994. These capital expenditures have been primarily used to open 29 superstores and close 31 smaller stores. The Company expects capital expenditures for fiscal 1995 to be less than $15.0 million and to be used primarily to open approximately 40 stores, while closing approximately 90 stores. During fiscal 1996, the Company will begin remodeling the Cloth World stores in order to broaden the merchandise mix. The capital required for these expenditures will be financed by internally generated funds and existing bank facilities. The Company has borrowing capacity up to a maximum of $220 million available through a $200 million revolving credit facility which expires September 29, 1997 and through existing lines of credit. As of October 29, 1994, the Company had $110.0 million in borrowings outstanding under these facilities. For additional information on the revolving credit facility, which was entered into on September 30, 1994, see note 5 of the notes to consolidated financial statements. The Company continues to maintain excellent vendor and banking relationships and has sufficient current resources, including unused bank facilities, to meet the financing needs of its operations, including the acquisition of Cloth World. The Company may purchase shares of its common stock from time to time in the open market or in private transactions to be used to satisfy obligations under the Company's employee Page 10 of 16 11 benefit plans and for other corporate purposes. The number of shares that can be acquired pursuant to prior authorization by the Board of Directors is 1,028,325. The Company's business exhibits seasonality which is typical of most retail companies, with much stronger sales in the second half of the fiscal year than the first half of the fiscal year. In general, net earnings are the highest during the months of September through December, when high sales volumes normally provide significant operating leverage. Conversely, net earnings are substantially lower during the relatively low sales volume months of January through August. Sales in the fourth quarter of fiscal 1995 will be significantly higher than in the same period of the prior year due to the acquisition of the Cloth World stores. However, the liquidation of inventories through industry-wide store closings could create short-term pricing pressures over the next several months. As of October 29, 1994, the Company operated 995 stores in 49 states, including 815 superstores primarily under the name Jo-Ann Fabrics and Cloth World. Page 11 of 16 12 PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K -------------------------------- a) Exhibits -------- See the Exhibit Index at sequential page 14 of this report. b) Reports on Form 8-K ------------------- The Company filed a report on Form 8-K dated October 2, 1994. Under Item 2 ("Acquisition or Disposition of Assets"), the Company reported the acquisition of substantially all of the assets and assumption of certain liabilities of Cloth World, a division of Brown Group, Inc. ("Cloth World"). Under Item 5 ("Other Events"), the Company reported the establishment of a new three-year revolving credit facility with a group of eight banks. Additionally, and in connection with the acquisition of Cloth World, the Company announced that Donald L. Richey, former President of Cloth World, had been elected Executive Vice President and Chief Operating Officer of the Company effective October 2, 1994. The required financial statements and pro forma financial information related to the acquisition reported in Item 2 and required under Item 7 ("Financial Statements, Pro Forma Financial Information and Exhibits") of the Form 8-K were not filed with the Form 8-K dated October 2, 1994, but will be filed by an Amendment on Form 8-K/A. Page 12 of 16 13 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: December 13, 1994 /s/ Alan Rosskamm ----------------------- BY: Alan Rosskamm Chairman, President and Chief Executive Officer /s/ Robert Norton ----------------------- BY: Robert Norton Vice Chairman and Chief Financial Officer Page 13 of 16 14 FABRI-CENTERS OF AMERICA, INC. FORM 10-Q FOR THE THIRTEEN WEEK AND THIRTY-NINE WEEK PERIODS ENDED OCTOBER 29, 1994 EXHIBIT INDEX
Sequential Exhibit No. Description Page No. ----------- ----------- ---------- 11 Statement re Computation of 15 Earnings per Common Share 27 Financial Data Schedule 16
Page 14 of 16 EX-11 2 EXHIBIT 11 1 COMPUTATION OF EARNINGS PER COMMON SHARE Exhibit 11 Fabri-Centers of America, Inc. (Thousands of dollars, except share and per share data)
Thirteen Weeks Ended ----------------------------- October 29, October 30, 1994 1993 - - ----------------------------------------------------------------------------------------------------------------------- PRIMARY EARNINGS PER SHARE: Earnings (loss) before cumulative effect of accounting change $ 4,075 $ 3,536 Cumulative effect of accounting change - - ------------- ------------- Net earnings (loss) $ 4,075 $ 3,536 ============= ============= Weighted average shares of common stock outstanding during the period 9,167,349 9,034,943 Incremental shares from assumed exercise of stock options (primary) 159,688 186,138 ------------- ------------- 9,327,037 9,221,081 ============= ============= Primary earnings (loss) per common share: Loss before cumulative effect of accounting change $ 0.44 $ 0.38 Cumulative effect of accounting change - - ------------- ------------- Net earnings (loss) $ 0.44 $ 0.38 ============= ============= FULLY DILUTED EARNINGS PER SHARE: Earnings (loss) before cumulative effect of accounting change $ 4,075 $ 3,536 Interest expense applicable to 6 1/4% convertible subordinated debentures, net of tax 548 556 ------------- ------------- 4,623 4,092 Cumulative effect of accounting change - - ------------- ------------- Net earnings (loss) $ 4,623 $ 4,092 ============= ============= Weighted average shares of common stock outstanding during the period 9,167,349 9,034,943 Incremental shares from assumed exercise of stock options (fully diluted) 220,529 210,818 Incremental shares from assumed conversion of 6 1/4% convertible subordinated debentures 1,168,882 1,168,882 ------------- ------------- 10,556,760 10,414,643 ============= ============= Fully diluted earnings (loss) per common share: Earnings (loss) before cumulative effect of accounting change $ 0.44 $ 0.39 Cumulative effect of accounting change - - ------------- ------------- Net earnings (loss) $ 0.44 $ 0.39 ============= ============= Thirty-Nine Weeks Ended ------------------------------ October 29, October 30, 1994 1993 - - ----------------------------------------------------------------------------------------------------------------------- PRIMARY EARNINGS PER SHARE: Earnings (loss) before cumulative effect of accounting change $ (2,380) $ (3,581) Cumulative effect of accounting change - 399 ------------- -------------- Net earnings (loss) $ (2,380) $ (3,182) ============= ============= Weighted average shares of common stock outstanding during the period 9,138,856 9,077,830 Incremental shares from assumed exercise of stock options (primary) 181,342 190,226 ------------- -------------- 9,320,198 9,268,056 ============= ============= Primary earnings (loss) per common share: Loss before cumulative effect of accounting change $ (0.26) $ (0.38) Cumulative effect of accounting change - 0.04 ------------- -------------- Net earnings (loss) $ (0.26) $ (0.34) ============= ============= FULLY DILUTED EARNINGS PER SHARE: Earnings (loss) before cumulative effect of accounting change $ (2,380) $ (3,581) Interest expense applicable to 6 1/4% convertible subordinated debentures, net of tax 1,643 1,670 ------------- -------------- (737) (1,911) Cumulative effect of accounting change - 399 ------------- -------------- Net earnings (loss) $ (737) $ (1,512) ============= ============= Weighted average shares of common stock outstanding during the period 9,138,856 9,077,830 Incremental shares from assumed exercise of stock options (fully diluted) 220,529 205,640 Incremental shares from assumed conversion of 6 1/4% convertible subordinated debentures 1,168,882 1,168,882 ------------- -------------- 10,528,267 10,452,352 ============= ============= Fully diluted earnings (loss) per common share: Earnings (loss) before cumulative effect of accounting change $ (0.07) $ (0.18) Cumulative effect of accounting change - 0.04 ------------- -------------- Net earnings (loss) $ (0.07) $ (0.14) ============= ============= Note: This calculation is submitted in accordance with Regulation S-K Item 601(b)(11) although it is contrary to paragraph 40 of APB Opinion No. 15 because it produces an anti-dilutive result.
Page 15 of 16 EX-27 3 EXHIBIT 27
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE OCTOBER 29, 1994 CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED INCOME STATEMENT FOR THE THIRTY-NINE WEEKS ENDED OCTOBER 29, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 9-MOS JAN-28-1995 JAN-30-1994 OCT-29-1994 18,690 0 0 0 342,617 380,331 137,264 52,708 483,001 159,219 166,983 988 0 0 146,517 483,001 420,961 420,961 236,136 236,136 183,001 0 5,694 (3,870) (1,490) (2,380) 0 0 0 (2,380) (0.26) (0.07)
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