UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended......APRIL 30, 1995.........
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ...............to.............
Commission File Number...............0-16376.................
THE VALLEY FAIR CORPORATION
.............................................................
(Exact name of registrant as specified in its charter)
DELAWARE 22-1727148
.............................................................
(State or other jurisdiction of (I.R.S. Employer)
incorporation or organization) (Identification No.)
260 Bergen Turnpike, Little Ferry, New Jersey 07643
.............................................................
(Address of principal executive offices) Zip Code
(201) 440-4000
.............................................................
(Registrant's telephone number, including area code)
NONE
.............................................................
(Former name, former address and former fiscal year,
if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 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....
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports to be filed by Sections 12, 13 or 15(D) of the Securities Exchange Act
of 1934 subsequent to the distribution of the securities under a plan confirmed
by a court. Yes....No....
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
368,128 shares October 30, 1994
<PAGE>
The Valley Fair Corporation and Subsidiary
C O N T E N T S
Consolidated Condensed Balance Sheets
April 30, 1995 and January 29, 1995
Consolidated Condensed Statements of Income
Thirteen weeks ended April 30, 1995
Thirteen weeks ended May 1, 1994
Consolidated Statements of Cash Flows
Thirteen weeks ended April 30, 1995
Thirteen weeks ended May 1, 1994
Notes to Consolidated Condensed Financial Statements
Management's Discussion and Analysis of the Consolidated
Condensed Statements of Income
Other Information and Signatures
<PAGE>
THE VALLEY FAIR CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
April 30,1995 January 29, 1995
------------- ----------------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 2,458,922 $ 3,652,566
Accounts receivable - trade 563,711 507,766
Accounts receivable - affiliates 355,439 395,705
Inventories 26,900,227 25,436,852
Prepaid expenses 550,597 460,404
Deferred income taxes 479,000 455,000
----------- -----------
Total current assets 31,307,896 30,908,293
Property, plant, and equipment, net 4,565,051 4,579,333
Other assets 306,206 296,605
----------- -----------
36,179,153 35,784,231
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt 383,212 423,949
Note payable - bank 11,178,000 9,375,000
Accounts payable Trade 2,962,677 4,025,734
Affiliate 186,858 362,102
Accrued expenses and other current
liabilities 1,847,428 1,876,157
----------- -----------
Total current liabilities 16,558,175 16,062,942
----------- -----------
Long-term debt, less current maturities 631,727 701,861
Deferred income and security deposits 66,265 105,435
Deferred income taxes 469,000 445,000
----------- -----------
Total liabilities 17,725,167 17,315,238
----------- -----------
Shareholder's equity
Common stock par value $.30 per share;
authorized 666,666 shares, issued
368,046 shares at April 30, 1995
368,053 shares at January 29, 1995 110,414 110,416
Additional paid-in capital 804,373 804,553
Retained earnings 17,539,199 17,554,024
----------- -----------
Total stockholders' equity 18,453,986 18,468,993
----------- -----------
$36,179,153 $35,784,231
============ ===========
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
<PAGE>
THE VALLEY FAIR CORPORATION AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENT OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Thirteeen weeks Ended
April 30, 1995 May 1, 1994
-------------- ------------
<S> <C> <C>
Net sales
excluding licensee departments $15,872,584 $16,282,503
Cost of sales 10,873,396 11,035,091
----------- -----------
Gross profit 4,999 188 5,247,412
Tenant departments
licensee revenue and other 1,145,045 1,092,186
----------- -----------
6,144,233 6,339,598
Selling, general and
administrative 5,919,016 6,066,783
----------- -----------
Income from operations 225,217 272,815
Interest expense 249,922 180,542
----------- -----------
Income (loss) before income taxes (24,705) 92,273
Income taxes (9,880) 37,400
----------- -----------
Net income (14,825) 54,873
=========== ===========
Earnings per
common share ($ 0.04) $ 0.15
Weighted average
number of shares 368,049 368,243
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
<PAGE>
THE VALLEY FAIR CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Thirteen Weeks Ended April 30, 1995 and
Thirteen Weeks Ended May 1, 1994
<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net Income (14,825) 54,873
---------- ----------
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Gain on sale of assets (3,591) -0-
Depreciation and amortization 151,259 215,278
Increase in accounts and
notes receivable (15,679) (499,158)
Increase in inventories (1,463,375) (635,421)
Decrease in prepaid items (90,193) (186,252)
Decrease in deferred income and
security deposits (39,170) (33,466)
Increase (decrease) in deferred taxes -0- (15,900)
Decrease in accounts payable and
accrued expenses (1,267,212) (574,488)
Decrease in other assets (9,601) (8,592)
---------- ----------
Total adjustments (2,737,562) (1,737,999)
---------- ----------
Net cash provided (used) by
operating activities (2,752,387) (1,683,126)
---------- ----------
Cash flows from investing activities:
Capital expenditures (141,615) (121,005)
---------- ----------
Net cash used in investing
activities (141,615) (121,005)
---------- ----------
</TABLE>
(continued)
<PAGE>
THE VALLEY FAIR CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Thirteen Weeks Ended April 30, 1995
Thirteen Weeks Ended May 1, 1994
<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Cash flows from financing activities:
Proceeds from issuance of
debt 1,803,000 1,500,000
Principal payments of debt (102,460) (112,270)
Purchase of common stock (182) (1,112)
---------- ----------
Net cash provided (used) by
financing activities 1,700,358 1,386,618
---------- ----------
Net increase (decrease)
in cash (1,193,644) (417,513)
Cash and cash equivalents at
beginning of period 3,652,566 4,977,454
---------- ----------
Cash and cash equivalents at
end of period 2,458,922 4,559,941
========== ==========
</TABLE>
<PAGE>
THE VALLEY FAIR CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
FOR THE THIRTEEN WEEKS ENDED APRIL 30, 1995
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The financial information included herein is unaudited. In addition,
the financial information does not include all disclosures required
under generally accepted accounting principles because certain note
information included in the company's annual report has been
omitted: however, such information reflects all adjustments
(consisting solely of normal recurring adjustments) which are, in
the opinion of management, necessary to a fair statement of the
result for the interim periods.
The results of operations for the thirteen weeks ended April 30,
1995 and the thirteen weeks ended May 1, 1994 are not necessarily
indicative of the results to be expected for the full year.
NOTE 1(b)
Effective February 1, 1993, the Company adopted statement of
Financial Accounting Standards No. 109, Accounting For Income Taxes.
Statement 109 requires a charge for deferred taxes to an asset and
liability method of accounting for income taxes. Under the asset and
liability method, deferred tax assets and liabilities are recognized
for the future tax consequences. attributable to differences between
the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. The change in accounting
method for income taxes had no effect on consolidated earnings for
the period and prior financial statements were not restated.
NOTE 2 - EARNINGS PER SHARE
Earnings per share were computed by dividing net income by the
weighted average number of shares of common stock outstanding during
the periods. The Company has purchased and retired additional shares
during the current periods. The earnings per share calculation has
been adjusted to reflect these retirements during the periods.
<PAGE>
THE VALLEY FAIR CORPORATION AND SUBSIDIARY
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations
Consolidated net sales decreased approximately $ 409,000 or 2.5% for the
thirteen week period ended April 30, 1995, as compared to the thirteen weeks
ended may 1, 1994. Same store sales decreased approximately $ 780,000 or 4.9%.
Tenant license revenue and other income increased approximately $52,800 on a
comparative thirteen week basis.
The gross margin for the thirteen weeks ended April 30, 1995 was 31.5% as
compared to 32.2% for the same period a year ago. One factor contributing to the
decrease in the gross profit percentage was the significant decrease of
promotional merchandise purchased at favorable and liquidated values.
Selling, general and administrative expenses decreased approximately $ 147,000
or 2.4%. The decrease was due to effective payroll controls at locations which
had sales decreases. The relationship of these expenses to net sales was 37.3%
for this period compared to 37.2% for the same period a year ago.
Interest expense increased approximately $ 69,000 or 38.4% as compared to the
1995 period as a result of increased borrowings and higher interest rates in the
fiscal 1996 quarter.
The Corporation's effective income tax rate for the two periods was
approximately 41%.
Liquidity and Capital Resources
As of April 30, 1995, the Corporation's cash and short term investments amounted
to $2,459,000. The Corporation's principal sources of liquidity are its
available cash balances and funds available through its line of credit.
The Corporation believes that its cash and investment balances will be
sufficient to meet its anticipated needs throughout the remainder of the fiscal
year 1996.
<PAGE>
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-k
(b) Reports Form 8-K - There were no reports on FORM 8-K filed for the
quarter ended April 30, 1995.
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 there unto duly authorized.
THE VALLEY FAIR CORPORATION
-----------------------------------
(Registrant)
Date: June 9, 1994 /S/ ERWIN LEHR
- - ------------------------ -----------------------------------
Erwin Lehr - President
Date: June 9, 1994 /S/ ROSS N. ALFIERI
- - ------------------------ -----------------------------------
Ross N. Alfieri - Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1995
<PERIOD-END> APR-30-1995
<CASH> 2,458,922
<SECURITIES> 0
<RECEIVABLES> 919,150
<ALLOWANCES> 0
<INVENTORY> 26,900,227
<CURRENT-ASSETS> 31,307,896
<PP&E> 11,151,913
<DEPRECIATION> 6,586,863
<TOTAL-ASSETS> 36,179,153
<CURRENT-LIABILITIES> 16,558,175
<BONDS> 631,727
<COMMON> 110,414
0
0
<OTHER-SE> 18,343,600
<TOTAL-LIABILITY-AND-EQUITY> 36,179,153
<SALES> 15,872,584
<TOTAL-REVENUES> 17,017,629
<CGS> 10,873,396
<TOTAL-COSTS> 5,919,016
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 249,922
<INCOME-PRETAX> (24,705)
<INCOME-TAX> (9,880)
<INCOME-CONTINUING> (14,825)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (14,825)
<EPS-PRIMARY> (.04)
<EPS-DILUTED> 0
</TABLE>
