SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 20, 1998
99 CENTS ONLY STORES
(Exact Name of Registrant as Specified in Charter)
California 1-11735 95-2411605
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
4000 Union Pacific Avenue
City of Commerce, California 90023
(Address of Principal Executive Offices)
(213) 980-8145
(Registrant's Telephone Number)
<PAGE>
ITEM 5. OTHER EVENTS
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Reference is made to the press releases of Registrant, issued on April
20, 1998 and April 21, 1998, which contain information meeting the
requirements of this Item 5, and which are incorporated herein by this
reference. A copy of each of the press releases is attached to this Form
8-K as Exhibits 99.1. and 99.2.
<PAGE>
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 hereunto duly authorized.
April 21, 1998 99 CENTS ONLY STORES
By: /s/JEFF GOLD
-------------------------------
Jeff Gold
Senior Vice President of Real Estate
And Information Systems
<PAGE>
EXHIBIT INDEX
EXHIBITS
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99.1 Press Release dated April 20, 1998
99.2 Press Release dated April 21, 1998
Exhibit 99.1
99 CENTS ONLY STORES ANNOUNCES FILING OF REGISTRATION STATEMENT FOR EXCHANGE
OFFER
City of Commerce, CA -- April 20, 1998 -- 99 Cents Only Stores (NYSE:
NDN) announced that it has filed a Registration Statement with the
Securities and Exchange Commission (SEC) pursuant to which it intends to
offer to exchange one share of 99 Cents Only Stores common stock for each 16
outstanding shares of common stock of Universal International, Inc. (the
"Exchange Offer").
99 Cents Only Stores and Universal International also announced that
they have executed an agreement pursuant to which Universal International
will support the Exchange Offer and will assist 99 Cents Only Stores in its
solicitation of the vote of the shareholders of Universal International in
favor of the Exchange Offer.
Norman Ravich and Mark Ravich, the former Chairman and Chief Executive
Officer of Universal International, respectively, holders of an aggregate
of approximately 10 percent of the outstanding common stock of Universal
International, have executed definitive agreements pursuant to which they
have agreed to vote all shares of common stock of Universal International
owned by them in favor of the Exchange Offer, and to tender such shares to
99 Cents Only Stores in the Exchange Offer.
The Exchange Offer will be made only by means of a Prospectus. A
Registration Statement relating to these securities has been filed with the
SEC but has not yet become effective. These securities may not be sold nor
may offers to buy be accepted prior to the time the Registration Statement
becomes effective.
This announcement shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any State.
99 Cents Only Stores is a leading deep-discount retailer of primarily
name-brand consumable general merchandise at an affordable, single price
point of 99 cents. The Company's stores offer a wide assortment of regularly
available consumer goods as well as a broad variety of first-quality,
close-out merchandise.
In 1997, a majority of the Company's product offerings were comprised
of recognizable name-brand merchandise and were regularly available for
reorder. The Company also sells merchandise through its Bargain Wholesale
division. The Company's 55 existing 99 Cents Only Stores are located in
Southern California.
Universal International is a deep-discount retailer offering primarily
"close-out" merchandise featuring a broad range of general household items
at multiple price points.
<PAGE>
Universal owns and operates 44 Only Deals retail stores in Minnesota and
the surrounding upper Midwest region and eight stores in Texas.
Universal owns approximately 41% of one of, and has a note receivable
of approximately $10.7 million due from, Odd's-N-End's, which operates 22
retail stores in upstate New York.
CONTACT: 99 Cents Only Stores, City of Commerce, CA
Eric Schiffer, Senior Vice President - Finance
(213) 881-9912
Universal International, Inc., New Hope, MN
Richard Ennen, President and Chief Executive Officer
(800) 634-8349
Exhibit 99.2
99 CENTS ONLY STORES REPORTS DILUTED EARNINGS PER SHARE OF $0.24 FOR
THE FIRST QUARTER ENDED MARCH 31, 1998, AN INCREASE OF 22.0%, COMPARED TO
DILUTED EARNINGS PER SHARE OF $0.20 IN 1997. EXCLUDING THE COMPANY'S SHARE
OF THE LOSS FROM ITS 48% MINORITY INTEREST IN UNIVERSAL INTERNATIONAL, INC.
THE EARNINGS PER SHARE WOULD HAVE BEEN $0.28 OR 41.9% OVER THE FIRST
QUARTER OF 1997.
CITY OF COMMERCE, CA -- April 21, 1998 -- 99 Cents Only Stores (NYSE:NDN)
reports operating income of $8.6 million and net income of $4.5 million for
the quarter ended March 31, 1998, on net sales of $62.9 million, compared
to operating income of $6.1 million and net income of $3.7 million on net
sales of $50.7 million in 1997. This represents a 41.6% increase in
operating income and a 23.5% increase in net income.
Operating income as a percentage of sales for the quarter increased to
13.7% from 12.0% in 1997. Net income as a percentage of sales for the
quarter was 7.2%. Net income as a percentage of sales would have been 8.4%
excluding the $0.7 million loss from the Company's 48% minority interest in
Universal International, Inc.
Diluted earnings per share was $0.24 in the first quarter of 1998 on
19.0 million weighted average number of common shares outstanding, compared
with diluted earnings per share of $0.20 in the first quarter of 1997 on
18.7 million weighted average number of common shares outstanding. This
represents a 22.0% increase in earnings per share. The diluted earnings per
share would have been $0.28 or 41.9% over the first quarter of 1997,
excluding the impact of the Company's share of loss from its minority
interest.
Gross margin for the first quarter increased to 36.6% from 34.3% in
the same quarter last year. This change is primarily due to an increase in
retail sales in proportion to wholesale sales and favorable merchandise
cost factors. Selling, general and administrative expenses were 22.9% of
sales compared with 22.3% in 1997.
As of April 21, 1998, the Company opened three new stores including
one relocation. The Company also has secured locations for four additional
stores.
David Gold, President of the Company said, "We are pleased to announce
our expansion is proceeding in accordance with plan. The Company plans to
continue to open new stores at an annual growth rate of at least 20%, with
the next store expected to open on April 30, 1998 in Lancaster, California".
99 Cents Only Stores, the nation's oldest existing one-price retailer,
operates 55 retail stores, all in Southern California and a wholesale
division called Bargain Wholesale. 99 Cents Only Stores emphasizes name-brand
consumables, priced at an excellent value, in clean, attractively
merchandised stores.
<PAGE>
<TABLE>
99 CENTS ONLY STORES
STATEMENTS OF INCOME
(Amounts in thousands except per share amounts)
<CAPTION>
Three Months Ended Three Months Ended
March, 31 March, 31
1998 1997
---- ----
(Unaudited) % (Unaudited) %
---------- ----------
<S> <C> <C> <C> <C>
Net Sales:
99 Cents Only Stores $51,482 81.9% $39,168 77.2%
Bargain Wholesale 11,400 18.1% 11,576 22.8%
------ ----- ------ -----
62,882 100.0% 50,744 100.0%
COST OF SALES 39,839 63.4% 33,328 65.7%
------ ----- ------ -----
Gross Profit 23,043 36.6% 17,416 34.3%
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 14,424 22.9% 11,331 22.3%
------ ----- ------ -----
Operating Income 8,619 13.7% 6,085 12.0%
INTEREST INCOME, NET 215 0.4% 151 0.3%
--- ---- --- ----
Income before (loss)
from minority interest 8,834 14.1% 6,236 12.3%
(Loss) from minority interest (742) (1.2%) - -
----- ------ ---- ----
Income before provision
for income taxes 8,092 12.9% 6,236 12.3%
PROVISION FOR
INCOME TAXES 3,551 5.7% 2,560 5.1%
----- ---- ----- ----
NET INCOME $ 4,541 7.2% $ 3,676 7.2%
======= ==== ======= ====
EARNINGS PER COMMON SHARE:
Basic $0.24 $0.20
Diluted $0.24 $0.20
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING:
Basic 18,582 18,521
Diluted 18,964 18,731
</TABLE>
<PAGE>
<TABLE>
99 CENTS ONLY STORES
BALANCE SHEETS
(Amounts in thousands)
<CAPTION>
March 31, December 31,
1998 1997
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(Unaudited)
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<S> <C> <C>
ASSETS:
Cash $2,338 $882
Short Term Investments 33,084 32,584
Receivables, net 2,718 1,510
Inventory 43,598 43,114
Other current assets 2,155 673
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Total current assets 83,893 78,763
Property and Equipment, net 30,735 29,441
Other Assets 11,722 11,239
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Total Assets $126,350 $119,443
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current portion of capitalized lease $716 $704
Accounts payable 6,639 5,534
Accrued expenses 3,100 5,130
Income taxes payable 3,447 211
----- -----
Total current liabilities 13,902 11,579
Capitalized lease obligation 7,821 8,005
Deferred rent 1,494 1,476
Accrued Interest 2,224 2,075
----- -----
Total long-term liabilities 11,539 11,556
Shareholders' equity 100,909 96,308
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Total Liabilities and shareholders' equity $126,350 $119,443
======== ========
</TABLE>
<PAGE>
This press release contains forward-looking statements, as referenced
in the Private Securities Litigation Reform Act of 1995 (the "Act").
Forward-looking statements are inherently unreliable and actual results may
differ. Factors which could cause actual results to differ materially from
these forward-looking statements include, changes in the competitive market
place, general economic conditions, factors affecting the retail industry
in general, the timing of new store openings, the ability of the company to
acquire inventory at favorable costs and other factors discussed in the
company's filings with the Security and Exchange Commission. The Company
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.
Note to Editors: 99 Cents Only Stores news releases and information
available on the World Wide Web at htpp://www.businesswire.com/cnn/ndn.htm
or via fax by calling 888/835-0099 toll free.
CONTACT: 99 Cents Only Stores , City of Commerce, California
Eric Schiffer, senior vice president-finance, 213/881-9912
--99 Cents--
