-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HB5/9GKoTeFJMJULKJ3BTCcEQyqhLVtGmdkJ/pD8EfAsPARDBieqpBowqu41+WPp xIaWeK7UD5jwmZuzoosipA== 0000950152-96-006421.txt : 19961205 0000950152-96-006421.hdr.sgml : 19961205 ACCESSION NUMBER: 0000950152-96-006421 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961026 FILED AS OF DATE: 19961204 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FABRI CENTERS OF AMERICA INC CENTRAL INDEX KEY: 0000034151 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [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: 96675528 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 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 EXCHANGE ACT OF 1934 - ------------------------------------------------------------------------------- For the Quarter Ended October 26, 1996 Commission File No. 1-6695 - -------------------------------------- ----------------------------- 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 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 ------- ------ 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 November 26, 1996: 8,966,780 Shares of Class B Common Stock outstanding at November 26, 1996: 8,860,646 Sequential Page 1 of 13 2
CONSOLIDATED BALANCE SHEETS (UNAUDITED) Fabri-Centers of America, Inc. (Thousands of dollars) October 26, January 27, 1996 1996 - -------------------------------------------------------------------------------------------------------------- ASSETS Current assets: Cash and cash equivalents $ 16,664 $ 11,552 Merchandise inventories 355,384 337,974 Prepaid expenses and other current assets 9,529 11,860 --------- --------- Total current assets 381,577 361,386 Property and equipment, at cost: Land 1,784 1,777 Buildings 23,394 21,701 Furniture and fixtures 107,392 103,364 Leasehold improvements 41,268 39,800 --------- --------- 173,838 166,642 Less accumulated depreciation and amortization 77,652 64,608 --------- --------- 96,186 102,034 Mortgage receivable 7,207 7,414 Other assets 8,087 8,814 --------- --------- Total assets $ 493,057 $ 479,648 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 134,953 $ 104,415 Accrued expenses 20,653 20,056 Accrued income taxes 661 370 Deferred income taxes 4,772 4,388 --------- --------- Total current liabilities 161,039 129,229 Long-term debt 79,900 98,500 Convertible subordinated debentures 56,983 56,983 Deferred income taxes 13,217 12,422 Other long-term liabilities 1,666 1,551 Shareholders' equity: Common Stock: Class A 504 499 Class B 501 496 Additional paid-in capital 75,587 74,216 Other (1,387) (1,688) Retained earnings 123,409 116,794 ----------- ----------- 198,614 190,317 Treasury stock, at cost (18,362) (9,354) ------------ --------- Total shareholders' equity 180,252 180,963 ----------- --------- Total liabilities and shareholders' equity $ 493,057 $ 479,648 =========== =========
See notes to consolidated financial statements Page 2 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 26, October 28, October 26, October 28, 1996 1995 1996 1995 - ------------------------------------------------------------------------------------------------------------------------------------ Net sales $ 229,587 $ 214,431 $ 621,480 $ 566,219 Costs and expenses: Cost of goods sold 125,517 115,358 346,922 310,519 Selling, general and administrative expenses 88,502 85,828 255,363 242,039 Interest expense, net 2,831 3,539 8,611 8,924 ----------------- ---------------- ---------------- --------------- 216,850 204,725 610,896 561,482 ----------------- ---------------- ---------------- --------------- Earnings before income taxes 12,737 9,706 10,584 4,737 Income tax provision 4,776 3,737 3,969 1,824 ----------------- ---------------- ---------------- --------------- Net earnings $ 7,961 $ 5,969 $ 6,615 $ 2,913 ================= ================ ================ =============== Net earnings per common share: Primary $ 0.43 $ 0.31 $ 0.36 $ 0.15 ================= ================ ================ =============== Assuming full dilution $ 0.41 $ 0.30 $ 0.36 $ 0.15 ================= ================ ================ =============== Average shares and equivalents outstanding: Primary 18,518,125 19,532,187 18,582,039 19,214,819 ================= ================ ================ =============== Assuming full dilution 20,859,850 21,931,081 18,603,512 19,308,327 ================= ================= ================ ===============
See notes to consolidated financial statements Page 3 4 CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Fabri-Centers of America, Inc. (Thousands of dollars)
October 26, October 28, Thirty-Nine Weeks Ended 1996 1995 - ----------------------------------------------------------------------------------------------------------------- Operating activities: Net earnings $ 6,615 $ 2,913 Adjustments to reconcile net earnings to net cash provided by (used for) operating activities: Cancellation of restricted stock awards (65) (55) Depreciation, amortization and other non-cash expenses 15,803 13,151 Loss (gain) on disposal of fixed assets 453 (207) Deferred income taxes 1,179 1,244 Working capital changes: Merchandise inventories (17,410) (89,743) Prepaid expenses and other current assets 2,331 2,288 Accounts payable 30,538 35,280 Accrued expenses 597 (9,293) Accrued income taxes 291 (2,505) ------------- ------------- Net cash provided by (used for) operating activities 40,332 (46,927) Investing activities: Capital expenditures (9,241) (27,889) Acquisition of Cloth World --- (3,710) Mortgage receivable 207 195 Other, net 142 527 ------------- ------------- Net cash used for investing activities (8,892) (30,877) Financing activities: Proceeds from long-term debt 13,100 75,900 Repayment of long-term debt (31,700) (7,700) Other long-term liabilities 115 186 Proceeds from exercise of stock options 1,166 591 Purchase of common stock (9,009) (223) ------------- ------------- Net cash (used for) provided by financing activities (26,328) 68,754 Net increase (decrease) in cash 5,112 (9,050) Cash and cash equivalents at beginning of period 11,552 21,887 ------------- ------------- Cash and cash equivalents at end of period $ 16,664 $ 12,837 ============= ============= Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 8,887 $ 8,864 Income taxes $ 2,499 $ 3,083
See notes to consolidated financial statements Page 4 5 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Fabri-Centers of America, Inc. October 26, 1996, January 27, 1996 and October 28, 1995 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 27, 1996. 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. Inventories are stated at the lower of cost or market. Cost is determined principally by the last-in, first-out (LIFO) method. B. Store physical inventories are taken on a cycle basis throughout the fiscal year. 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. C. Store opening expenses are charged to operations as incurred, which is generally the same period that the store is opened. D. Depreciation of buildings, furniture and fixtures and leasehold improvements is provided principally by the straight-line method over the estimated useful lives of the assets. E. The Company's principal business is conducted in the retail fabric and craft industry through specialty stores which sell a wide variety of fashion and decorator fabrics, notions, crafts, patterns and sewing accessories. 3. Earnings Per Share Primary earnings per share equals net earnings divided by the weighted average number of common shares outstanding, after giving effect for the assumed exercise of dilutive stock options. Earnings per share assuming full dilution equals net earnings plus after tax interest incurred on the 6-1/4 percent Convertible Subordinated Debentures divided by the weighted average number of common shares outstanding, after giving effect for the assumed exercise of dilutive stock options and shares assumed to be issued on the conversion of the Convertible Subordinated Debentures. Page 5 6 4. Recapitalization Amendment On August 2, 1995, the shareholders of the Company approved a recapitalization amendment to the Company's Articles of Incorporation ("Recapitalization Amendment") which became effective on that date, creating a new class of nonvoting shares designated as Class B Common Shares and changing each outstanding common share into one Class A and one Class B Common Share. Additionally, the number of authorized Common Shares was increased from 75,000,000 to 150,000,000, consisting of 75,000,000 Class A Common Shares and 75,000,000 Class B Common Shares. Pursuant to this amendment, the Common Shares, with a stated value of $0.10 per share, were changed into one Class A Common Share and one Class B Common Share, with each class having a stated value of $0.05 per share. As a result of the recapitalization, 9,191,514 Class A Common Shares and 9,191,514 Class B Common Shares were outstanding as of the effective date. 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. 6. Legal Proceedings The Company was notified by the staff of the Securities and Exchange Commission that the Commission has authorized enforcement actions against the Company, its chief executive officer and two former officers involving the Company's financial statements for its fiscal year ended February 1, 1992 (fiscal 1992), the use of these statements in connection with the Company's public sale in March 1992 of its 6-1/4 percent Convertible Subordinated Debentures due 2002 (the Debentures), the Company's financial statements for the first three quarters of fiscal 1993, and the adequacy of certain disclosures relating to such periods. The principal allegation is that the financial statements were not fairly stated because of the manner in which the Company calculated one of its inventory-related reserves for such periods. The accounting and disclosure issues that have been raised are not related to any current period, and no current accounting policies or financial statements are in question. Based on conversations with the Commission staff, the Commission intends to seek an injunction against future violations of the federal securities laws by the Company and payments of unspecified amounts including alleged improper benefits by the Company in connection with its issuance of the Debentures, interest and penalties. The Company is unable to estimate the amount that may be sought by the Commission or the range of loss that could result from an unfavorable outcome of this threatened enforcement action. The Company believes that resolution of this matter should not have a material adverse impact on its financial condition or liquidity. However, an unfavorable outcome may be material to the results of operations of the Company for a particular future quarterly or annual period. The Company believes its financial statements are fairly stated and intends to vigorously contest any such action brought against it. Page 6 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS THIRTEEN WEEKS ENDED OCTOBER 26, 1996 VS. OCTOBER 28, 1995 Net sales for the third quarter of fiscal 1997 increased 7 percent, or $15,156,000, compared to the third quarter of fiscal 1996. Sales of apparel fabrics, notions and seasonal merchandise in the Jo-Ann Fabrics and Crafts stores out-paced the prior year and higher sales were recorded in the Cloth World stores which throughout fiscal year 1996 were converted to the Jo-Ann Fabrics and Crafts format. Comparable store sales increased 6 percent in the third quarter of fiscal 1997 over the same quarter a year earlier. Cloth World stores are included in the comparable store sales calculation beginning with the anniversary of their conversion date. Approximately 86 percent of the Cloth World stores reached their anniversary date by October 26, 1996. Gross profit increased $4,997,000 in the third quarter of fiscal 1997 compared to the same quarter of fiscal 1996, as a result of the increase in sales. As a percentage of net sales, fiscal 1997 third quarter gross profit was 45.3 percent, a decrease of 0.9 percentage points from the same quarter a year earlier. The decrease in gross profit margin percentage resulted principally from an ongoing program to reduce prices on seasonal items in order to improve in-season sell-through. Selling, general and administrative expenses as a percentage of net sales were 38.6 percent for the third quarter of fiscal 1997, an improvement of 1.4 percentage points from the same quarter a year earlier. Reductions as a percent of sales in store level payroll and advertising expenses primarily accounted for the improvement. Net interest expense decreased by $708,000 during the third quarter of fiscal 1997 compared to the third quarter of fiscal 1996, primarily due to a decline in average long-term debt. Long-term debt at the end of the third quarter of fiscal 1997 is $58,300,000 lower than at the end of the same quarter a year earlier. The Company's effective income tax rate was 37.5 percent for the third quarter of fiscal 1997 and 38.5 percent for the third quarter of fiscal 1996. The net earnings for the third quarter of fiscal 1997 was $7,961,000, or $0.43 per common share, compared to net earnings of $5,969,000, or $0.31 per common share, for the same quarter a year earlier. THIRTY-NINE WEEKS ENDED OCTOBER 26, 1996 VS. OCTOBER 28, 1995 Net sales for the first three quarters of fiscal 1997 increased 10 percent, or $55,261,000 compared to the first three quarters of fiscal 1996. The increase is primarily attributed to improved sales of apparel fabrics, notions and seasonal merchandise in the Jo-Ann Fabrics and Crafts stores and higher sales recorded in the Cloth World stores which throughout fiscal year 1996 were converted to the Jo-Ann Fabrics and Crafts format. Comparable store sales increased 7 percent in the first three quarters of fiscal 1997 over the same period a year earlier. Gross profit increased $18,858,000 in the first three quarters of fiscal 1997 compared to the same period of fiscal 1996, as a result of the increase in sales. As a percentage of net sales, gross profit for the first nine months of fiscal 1997 was 44.2 percent, a decrease of 1.0 percentage points from the same period a year earlier. The decrease in gross profit margin percentage resulted principally from an ongoing program to reduce prices on seasonal items in order to improve in-season sell-through. Selling, general and administrative expenses as a percentage of net sales were 41.1 percent in the first three quarters of fiscal 1997, an improvement of 1.7 percentage points from the same period a year earlier. Reductions as a percent of sales in store level payroll, occupancy, and advertising expenses primarily accounted for the improvement. Page 7 8 The Company's effective income tax rate was 37.5 percent for the first nine months of fiscal 1997 and 38.5 percent for the first nine months of fiscal 1996. Net earnings for the first three quarters of fiscal 1997 were $6,615,000, or $0.36 per common share, compared to $2,913,000, or $0.15 per common share, for the same period a year earlier. The Company's business exhibits seasonality that 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 months of January through August. Capital requirements needed to finance the Company's operations fluctuate during the year and typically 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 decreased $11,619,000 to $220,538,000 at October 26, 1996 from $232,157,000 at January 27, 1996. The ratio of current assets to current liabilities was 2.4:1 at October 26, 1996, and 2.8:1 at January 27, 1996. The Company generated $40,332,000 of cash from operating activities in the first three quarters of fiscal 1997 compared to $46,927,000 of cash used for operating activities in the first three quarters of the prior year. As a result of actions taken to improve inventory turnover, merchandise inventories increased $17,410,000 while accounts payable increased $30,538,000 during the first three quarters of fiscal 1997. This compares to a $89,743,000 increase in merchandise inventories and a $35,280,000 increase in accounts payable during the same period of the prior year. During the first three quarters of fiscal 1996, approximately 86 percent of the Cloth World stores were remerchandised, adding the broader selection of merchandise available in Jo-Ann Fabrics and Crafts stores and the product offering in notions and crafts was expanded in all stores. Capital expenditures were $9,241,000 for the first three quarters of fiscal 1997 as compared to $27,889,000 for the same period of fiscal 1996. For the full year of fiscal 1997, capital expenditures are expected to be approximately $16,000,000, compared to $34,732,000 for fiscal 1996. The Company plans to open 50 superstores and close 70 smaller stores during fiscal 1997. Higher fiscal 1996 capital expenditures primarily related to the conversion of Cloth World stores to the Jo-Ann Fabrics and Crafts format, which were completed by the end of fiscal 1996. 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. As of October 26, 1996, 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. The Company was notified by the staff of the Securities and Exchange Commission that the Commission has authorized enforcement actions against the Company, its chief executive officer and two former officers. See Item 1, LEGAL PROCEEDINGS to Part II elsewhere in this report which information is incorporated herein by reference. The Company has a $200,000,000 revolving credit facility with a group of eight banks that expires on September 30, 1999. 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 this credit facility and other lines of credit. At October 26, 1996, the Company had borrowings of $79,900,000 under the revolving credit facility and other lines of credit, which is $58,300,000 lower than the amount borrowed at the end of the third quarter of fiscal 1996. The Company continues to maintain excellent vendor and banking relationships and has sufficient resources, including unused credit facilities, to meet its anticipated operating and other cash needs including its capital expenditures for fiscal 1997. During the first nine months of fiscal 1997, the Company opened 31 superstores and closed 51 smaller stores. As of October 26, 1996, the Company operated 916 stores in 48 states primarily under the names Jo-Ann Fabrics and Crafts, Cloth World and New York Fabrics and Crafts. Page 8 9 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 difference 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, general economic conditions, actions taken by the Securities and Exchange Commission and other risk factors discussed in documents filed by the Company with the Securities and Exchange Commission. Page 9 10 PART II OTHER INFORMATION Item 1. Legal Proceedings ----------------- The Company was notified by the staff of the Securities and Exchange Commission that the Commission has authorized enforcement actions against the Company, its chief executive officer and two former officers involving the Company's financial statements for its fiscal year ended February 1, 1992 (fiscal 1992), the use of these statements in connection with the Company's public sale in March 1992 of its 6-1/4 percent Convertible Subordinated Debentures due 2002 (the Debentures), the Company's financial statements for the first three quarters of fiscal 1993, and the adequacy of certain disclosures relating to such periods. The principal allegation is that the financial statements were not fairly stated because of the manner in which the Company calculated one of its inventory-related reserves for such periods. The accounting and disclosure issues that have been raised are not related to any current period, and no current accounting policies or financial statements are in question. Based on conversations with the Commission staff, the Commission intends to seek an injunction against future violations of the federal securities laws by the Company and payments of unspecified amounts including alleged improper benefits by the Company in connection with its issuance of the Debentures, interest and penalties. The Company is unable to estimate the amount that may be sought by the Commission or the range of loss that could result from an unfavorable outcome of this threatened enforcement action. The Company believes that resolution of this matter should not have a material adverse impact on its financial condition or liquidity. However, an unfavorable outcome may be material to the results of operations of the Company for a particular future quarterly or annual period. The Company believes its financial statements are fairly stated and intends to vigorously contest any such action brought against it. Item 6. Exhibits and Reports on Form 8-K -------------------------------- a) Exhibits -------- See the Exhibit Index on sequential page 12 of this report. b) Reports on Form 8-K ------------------- No reports on Form 8-K were filed during the 13-week period ended October 26, 1996. Page 10 11 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. FABRI-CENTERS OF AMERICA, INC. DATE: December 4, 1996 /s/ Alan Rosskamm --------------------------------------- BY: Alan Rosskamm Chairman, President and Chief Executive Officer /s/ Samuel R. Gaston --------------------------------------- BY: Samuel R. Gaston Executive Vice President and Chief Financial Officer /s/ Robert R. Gerber --------------------------------------- BY: Robert R. Gerber Senior Vice President, Controller and Chief Accounting Officer Page 11 12 FABRI-CENTERS OF AMERICA, INC. FORM 10-Q FOR THE THIRTEEN AND THIRTY-NINE WEEK PERIODS ENDED OCTOBER 26, 1996 EXHIBIT INDEX Sequential EXHIBIT NO. Description Page No. - ---------------- ------------------------------------------------ ----------- 11 Statement re Computation of Earnings per Common 13 Share Page 12 EX-11 2 EXHIBIT 11 1 EXHIBIT NO. 11 Computation of Earnings per Common Share Fabri-Centers of America, Inc. (Thousands of dollars, except share and per share data)
Thirteen Weeks Ended Thirty-Nine Weeks Ended --------------------------- --------------------------- October 26, October 28, October 26, October 28, 1996 1995 1996 1995 - ------------------------------------------------------------------------------------------------------------------------- PRIMARY EARNINGS PER SHARE: Net earnings $ 7,961 $ 5,969 $ 6,615 $ 2,913 =========== =========== =========== =========== Weighted average shares of common stock outstanding during the period 17,812,547 18,437,201 17,952,262 18,394,136 Incremental shares from assumed exercise of stock options - primary 705,578 1,094,986 629,777 820,683 ----------- ----------- ----------- ----------- 18,518,125 19,532,187 18,582,039 19,214,819 =========== =========== =========== =========== Primary earnings per common share $ 0.43 $ 0.31 $ 0.36 $ 0.15 =========== =========== =========== =========== EARNINGS PER SHARE ASSUMING FULL DILUTION: Net earnings $ 7,961 $ 5,969 $ 6,615 $ 2,913 Interest expense applicable to 6 1/4% convertible subordinated debentures, net of tax 556 548 1,669 1,643 ----------- ----------- ----------- ----------- Net earnings $ 8,517 $ 6,517 $ 8,284 $ 4,556 =========== =========== =========== =========== Weighted average shares of common stock outstanding during the period 17,812,547 18,437,201 17,952,262 18,394,136 Incremental shares from assumed exercise of stock options - fully diluted 709,539 1,156,116 651,250 914,191 Incremental shares from assumed conversion of 6 1/4% convertible subordinated debentures 2,337,764 2,337,764 2,337,764 2,337,764 ----------- ----------- ----------- ----------- 20,859,850 21,931,081 20,941,276 21,646,091 =========== =========== =========== =========== Net earnings per common share assuming full dilution (a) $ 0.41 $ 0.30 $ 0.40 $ 0.21 =========== =========== =========== =========== (a) 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 for the thirty-nine weeks ended October 26, 1996 and October 28, 1995.
Page 13 EX-27 3 EXHIBIT 27
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET OF FABRI-CENTERS OF AMERICA, INC. AS OF JULY 27, 1996 AND THE CONSOLIDATED STATEMENT OF INCOME FOR THE TWENTY-SIX WEEKS THEN ENDED. 9-MOS FEB-01-1997 JAN-28-1996 OCT-26-1996 16,664 0 0 0 355,384 381,577 173,838 77,652 493,057 161,039 136,883 0 1,005 0 179,247 493,057 621,480 621,480 346,922 602,285 0 0 8,611 10,584 3,969 6,615 0 0 0 6,615 0.36 0.36
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