SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-Q
QUARTERLY REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED December 1, 1996 COMMISSION FILE NUMBER 1-5960
CONCORD FABRICS INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 13-5673758
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
1359 Broadway, New York, New York 10018
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 760-0300
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 .
2,146,956 shares of Registrant's Class A Common Stock, par value $.50
per share and 1,509,401 shares of Registrant's Class B Common Stock, par
value $.50 per share were outstanding as of January 2, 1997.
1 of 14 <PAGE>
CONCORD FABRICS INC. AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED DECEMBER 1, 1996
INDEX Page Number
PART I. Financial Information
Item 1. Financial Statements
Consolidated Statements of Operations -
Thirteen Weeks Ended December 1, 1996
(Unaudited) and December 3, 1995 (Unaudited) 3
Consolidated Balance Sheets - December 1,
1996 (Unaudited), and September 1, 1996 (Derived
from Audited Financial Statements) and
December 3, 1995 (Unaudited) 4-5
Consolidated Statements of Cash Flows -
Thirteen Weeks Ended December 1, 1996
(Unaudited) and December 3, 1995 (Unaudited) 6
Notes to Consolidated Financial Statements
(Unaudited) 7-10
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 11-12
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 13
Signature Page 14
2 of 14
<PAGE>
Item 1. Financial Statements
--------------------
CONCORD FABRICS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
(Note A)
For the Thirteen Weeks Ended
----------------------------
December 1, December 3,
1996 1995
------------ ------------
Net Sales ................................. $27,048,240 $34,311,100
----------- -----------
Cost of Sales ............................. 18,949,596 25,215,137
Merchandising Expenses .................... 1,883,723 2,421,815
Selling and Shipping Expenses ............. 2,560,296 3,060,228
General and Administrative Expenses ....... 2,421,408 2,869,888
Interest Expense (Net) .................... 301,418 473,536
----------- -----------
Total ............................... $26,116,441 $34,040,604
----------- -----------
Earnings before income taxes .............. 931,799 270,496
Income tax provision ...................... 389,000 137,000
----------- -----------
Net Earnings .............................. $ 542,799 $ 133,496
=========== ===========
Net Earnings per Common Share ............. $.15 $.04
=========== ===========
Number of shares used in computing
earnings per Common Share .............. 3,656,357 3,624,224
=========== ===========
Dividend per Common Share ................. NONE NONE
=========== ===========
The attached notes are made a part hereof.
3 of 14
<PAGE>
CONCORD FABRICS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Note A)
September 1,
1996
(Derived from
December 1, Audited December 3,
1996 Financial 1995
A S S E T S (Unaudited) Statements) (Unaudited)
- ----------- ------------ ------------ ------------
Current Assets:
Cash .......................... $ 1,230,824 $ 743,024 $ 1,175,902
Temporary cash investments (at cost
which approximates market) . 11,588,177 9,000,000 1,000,000
Income tax refund receivable .. 430,848 423,200 1,867,000
Accounts receivable (less
estimated doubtful accounts
of $1,715,000 on December 1,
1996, $1,610,000 on September 1,
1996, and $1,435,000 on
December 3, 1995) .......... 21,616,295 27,097,106 26,759,881
Inventories (Note B) .......... 19,108,381 17,323,179 26,199,925
Prepaid expenses and other
current assets .............. 1,267,676 1,620,319 1,692,555
Deferred income taxes ......... 2,102,000 2,189,000 2,138,000
----------- ----------- -----------
Total Current Assets .......... $57,344,201 $58,395,828 $60,833,263
Property, plant and equipment
(at cost, less depreciation
and amortization of
$5,815,089 on December 1,
1996, $5,424,566 on September 1,
1996, and $5,431,198 on
December 3, 1995) ............. 8,099,097 8,117,040 8,258,109
Property and plant leased to others 2,003,332 2,041,372 2,155,492
Property, plant, & equipment held for sale -
at estimated disposal value
(Note J) ...................... 2,116,158 2,153,884 3,000,000
Other assets ..................... 2,281,928 2,456,758 2,143,028
----------- ----------- -----------
T O T A L .................. $71,844,716 $73,164,882 $76,389,892
=========== =========== ===========
The attached notes are made a part hereof.
4 of 14 <PAGE>
CONCORD FABRICS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Note A)
September 1,
1996
(Derived from
December 1, Audited December 3,
1996 Financial 1995
L I A B I L I T I E S (Unaudited) Statements) (Unaudited)
- --------------------- ------------ ------------ ------------
Current Liabilities:
Notes payable - banks
(Note C) ................... $ -0- $ -0- $ 2,000,000
Accounts payable .............. 5,541,260 6,932,477 10,218,306
Accrued expenses and taxes .... 3,542,283 4,368,031 3,543,543
Income taxes payable .......... 339,000 -0- 97,000
------------ ------------ ------------
Total Current Liabilities ..... $ 9,422,543 $11,300,508 $15,858,849
Notes payable - insurance
company (Note D) .............. 20,000,000 20,000,000 20,000,000
Deferred income taxes ............ 601,000 601,000 214,000
Other liabilities ................ 439,249 424,249 376,090
------------ ------------ ------------
Total Liabilities ............. $30,462,792 $32,325,757 $36,448,939
Commitments and contingencies ------------ ------------ ------------
(Note E)
S T O C K H O L D E R S ' E Q U I T Y
- --------------------------------------
Common stock: (Notes F & G)
Class A - $.50 par value
authorized 4,000,000 shares,
issued 2,146,956 shares at
December 1, 1996, 2,146,956
shares September 1, 1996
and 2,115,656 shares at
December 3, 1995 ........... 1,073,478 1,073,478 1,057,828
Class B - $.50 par value
authorized 4,000,000 shares,
issued 1,509,401 shares at
December 1, 1996, 1,509,401
shares at September 1, 1996
and 1,509,451 shares at
December 3, 1995 ........... 754,701 754,701 754,726
Additional paid-in capital ....... 9,166,123 9,166,123 9,087,998
Retained earnings ................ 30,387,622 29,844,823 29,040,401
----------- ----------- -----------
Total Stockholders' Equity .... $41,381,924 $40,839,125 $39,940,953
----------- ----------- -----------
T O T A L .................. $71,844,716 $73,164,882 $76,389,892
=========== =========== ===========
The attached notes are made a part hereof.
5 of 14<PAGE>
<TABLE>
CONCORD FABRICS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<CAPTION> (Note A)
For the Thirteen Weeks Ended
---------------------------------
December 1, December 3,
1996 1995
------------ ------------
Cash flows from operating activities:
<S> <C> <C>
Net earnings .................................... $ 542,799 $ 133,496
Adjustments to reconcile net earnings to net
cash provided by (used in) operating activities:
Depreciation and amortization ............. 428,563 367,641
Deferred income tax ....................... 87,000 34,000
Provision for doubtful accounts ........... 155,100 210,000
Changes in assets:
Decrease (increase) in:
Accounts receivable ................. 5,325,711 939,825
Inventories ......................... (1,785,202) (2,128,499)
Income tax refunds receivable ....... (7,648) 184,000
Prepaid expenses and other
current assets .................... 352,643 659,848
Other assets ........................ 174,830 236,798
Changes in liabilities:
Increase (decrease) in:
Accounts payable .................... (1,391,217) 1,294,867
Accrued expenses and taxes .......... (825,748) (1,826,532)
Income taxes payable ................ 339,000 97,000
Other liabilities ................... 15,000 15,000
------------ ------------
Net cash provided by operating activities ....... 3,410,831 217,444
------------ ------------
Cash flows from investing activity:
Purchases of property, plant, and equipment ..... (372,580) (433,797)
Proceeds of sale of Washington Plant machinery
and equipment ................................ 37,726 -0-
------------ ------------
Net cash (used in) investing activities ......... (334,854) (433,797)
Cash flows from financing activities:
Sale of common stock (stock option exercised) ... -0- 30,136
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 3,075,977 (186,217)
------------ ------------
Cash and cash equivalents - beginning of period .... 9,743,024 2,362,119
------------ ------------
CASH AND CASH EQUIVALENTS - END OF PERIOD .......... $12,819,001 $ 2,175,902
============ ============
The attached notes are made a part hereof.
</TABLE> 6 of 14<PAGE>
CONCORD FABRICS INC. AND SUBSIDIARIES
NOTES TO FORM 10-Q
AS AT DECEMBER 1, 1996
(Unaudited)
Note A
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair representation have been included. Operating
results for the thirteen weeks ended December 1, 1996 are not necessarily
indicative of the results that may be expected for the fiscal year ending
August 31, 1997. These statements should be read in conjunction with the
financial statements and notes thereto included in Registrant's annual report
to shareholders and Form 10-K for the fiscal year ended September 1, 1996.
Note B - Inventories:
Inventories are summarized by categories as follows:
December 1, September 1, December 3,
1996 1996 1995
------------ ----------- ------------
Finished goods......... $12,343,451 $ 9,750,156 $12,630,977
Work-in-process........ 2,848,509 3,268,677 4,000,689
Greige goods and yarn.. 3,916,421 4,304,346 9,568,259
------------ ----------- ------------
Total............... $19,108,381 $17,323,179 $26,199,925
============ =========== ============
The foregoing inventory amounts at December 1, 1996 and December 3, 1995 were
determined from perpetual inventory records maintained by Registrant.
Note C - Notes Payable - Banks:
At December 1, 1996, Registrant had total unused bank lines of credit
aggregating $20,000,000. Amounts borrowed are generally due in 30 to 90
days. The line of credit arrangements are informal and cancellable at the
banks' option. Registrant is generally expected to maintain average annual
compensating bank balances in consideration of its average annual bank
borrowings. Registrant is in substantial compliance with its arrangements
and the withdrawal of bank balances is not legally restricted.
Registrant had approximately $20,000 of letters of credit outstanding at
December 1, 1996 for merchandise scheduled for future delivery.
7 of 14<PAGE>
CONCORD FABRICS INC. AND SUBSIDIARIES
NOTES TO FORM 10-Q
AS AT DECEMBER 1, 1996
(Unaudited)
Continued
Note D - Notes Payable - Insurance Company:
On November 30, 1994, the Registrant obtained a $20,000,000 loan from John
Hancock Mutual Life Insurance Company. This unsecured loan bears interest at
9.31% a per annum and is repayable in seven equal annual installments
commencing on November 30, 1998.
The loan agreement requires maintenance of certain financial ratios and
maintenance of tangible net worth of approximately $36,000,000. The
agreement also prohibits the pledging of assets and restricts dividends and
redemptions of capital stock to $3,000,000 plus 50% of net earnings
subsequent to August 28, 1994; the cumulative amount available for such
payments aggregated approximately $2,888,000 at December 1, 1996.
Note E - Purchase Commitments:
At December 1, 1996, Registrant had outstanding commitments to purchase
greige goods aggregating $7,100,000. At December 3, 1995 outstanding
purchase commitments were approximately $3,800,000.
Note F - Common Stock:
The Class A and Class B shares principally differ as follows:
(1) The Class A shares have a 15% dividend preference and a 10% liquidation
preference with respect to the Class B shares.
(2) Holders of Class A shares are entitled to one vote a share whereas
holders of Class B shares are entitled to ten votes a share.
(3) Holders of Class A shares voting as a separate class are entitled to
elect 25% of Registrant's directors and holders of Class A shares and Class B
shares voting together are entitled to elect the remaining directors.
(4) Class B shares are convertible into Class A shares on the basis of one
share of Class A shares for each share of Class B shares; Class A shares
have no conversion rights.
8 of 14 <PAGE>
CONCORD FABRICS INC. AND SUBSIDIARIES
NOTES TO FORM 10-Q
AS AT DECEMBER 1, 1996
(Unaudited)
Continued
Note G - Stock Options:
Pursuant to an Incentive Program adopted on January 10, 1989, awards (as
defined) may be granted to key employees of the Registrant up to a maximum of
500,000 shares of the Registrant's Class A common stock.
On January 10, 1989, options to purchase an aggregate of 150,000 shares of
the Registrant's Class A common stock at $3 a share (fair market value at
such date) were granted to three employees. The options are exercisable in
four annual installments commencing January 10, 1994 and expire ten years
from the date of grant.
On January 9, 1996, options to purchase an aggregate of 200,000 shares of the
Registrant's Class A common stock at $4.625 a share (fair market value at
such date) were granted to two employees. The options are exercisable in
four annual installments commencing January 9, 1997 and expire ten years from
the date of the grant.
During 1996, the Registrant adopted a Director Stock Option Plan under which
awards may be granted to outside directors of the Registrant up to a maximum
of 75,000 shares of the Registrant's Class A common stock. The plan provides
for the granting of 2,500 options for each outside director annually. The
options become excercisable one year from the date of grant and terminate the
sooner of five years or two years after a director's termination. On
September 2, 1996, options to purchase 5,000 shares of the Registrant's Class
A common stock at $6.625 (fair market value at such date) were granted to two
outside directors.
Option activity for the thirteen weeks ended December 1, 1996 is summarized
as follows:
Options Outstanding
-------------------
Shares Available Number of
for Grant Shares Amount
Balance - September 1, 1996 .. 152,455 261,250 $1,116,875
Thirteen Weeks Ended
December 1, 1996:
Granted ................... -0- 5,000 33,125
Exercised ................. -0- -0- -0-
Cancelled ................. -0- -0- -0-
------- -------- -----------
Balance - December 1, 1996 ... 152,455 266,250 $1,150,000
======= ======== ===========
9 of 14 <PAGE>
CONCORD FABRICS INC. AND SUBSIDIARIES
NOTES TO FORM 10-Q
AS AT DECEMBER 1, 1996
(Unaudited)
Continued
In October 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Statements (SFAS) No. 123, "Accounting for Stock-Based
Compensation." This standard requires either the recognition or disclosure
of compensation expense based on the fair value of equity instruments granted
to employees. As permitted by SFAS 123, the Registrant has elected to adopt
the disclosure provisions of the standard in 1997 when required.
Note H - Earnings (Loss) Per Share:
Earnings (loss) per share are computed by dividing net earnings or (loss) by
common shares outstanding and common stock equivalents. Outstanding options
did not have a material dilutive effect on earnings per share for the
thirteen week periods ended December 1, 1996 and December 3, 1995.
Note I - Chino, California Facility:
In February 1994, the Registrant leased the land and building at the Chino
California facility for a five year period at an annual net rental of
$297,000; the lessee was also granted the option to purchase the land and
building during the lease period for $2,900,000.
Note J - Property, Plant and Equipment Held for Sale:
In the fourth quarter of fiscal 1995 Registrant decided to dispose of its
Washington, Georgia dyeing and finishing plant and has been actively
searching for a buyer; manufacturing operations ceased October 6, 1995.
Registrant provided for estimated expenses during the disposition period in
its fiscal year ended September 3, 1995 and estimates that the net proceeds
of sale will approximate the facility's depreciated cost.
10 of 14 <PAGE>
CONCORD FABRICS INC. AND SUBSIDIARIES
DECEMBER 1, 1996
Item 2..........MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
OPERATIONS - Thirteen Weeks Ended December 1, 1996 Compared With Thirteen
Weeks Ended December 3, 1995.
Fabric sales decreased by 21.2%. The decline was attributable to the planned
de-emphasis, originated in fiscal 1996, of the production of fabrics for sale
to the apparel trade. This resulted in lower unit sales and, as anticipated,
somewhat lower average selling prices.
Gross profit margin increased from 26.5% in fiscal 1996 to 29.9% in fiscal
1997 primarily due to Registrant's elimination of its less profitable product
ranges and the implementation of its strategy to focus on the more profitable
aspects of its business (Concord House and knitted fabrics).
Merchandising expenses declined by 22.2% as a result of a reduction in
personnel associated with the production of woven fabrics for the apparel
trade.
Selling and shipping expenses declined by 16.3% as a result of the decrease
in Registrant's sales. The decrease was less than the actual sales decrease
because some of Registrant's selling expenses do not vary with sales but
represent sales management costs which are more fixed in nature.
General and administrative expenses declined by 15.6% as a result of 1) a
reduction in personnel and related costs as Registrant's activities became
more focused and 2) the administrative savings associated with the shut-down
of Registrant's Washington, Georgia manufacturing facility during the first
quarter of fiscal 1996.
Interest expense declined by 36.3% as Registrant generated cash flow from its
planned reduction of business activity which stemmed from the elimination of
unprofitable product ranges. Short term debt was eliminated and Registrant
generated interest income from cash invested in marketable short term
securities.
Earnings before income taxes for the thirteen weeks of fiscal 1997 were
$932,000 compared with $270,000 for the thirteen weeks of fiscal 1996. Net
earnings were $543,000 for 1997 and $133,000 for 1996. Registrant's 1997
results are consistent with its expectation that its recently implemented
strategy would generate improved earnings.
LIQUIDITY AND CAPITAL RESOURCES
During the first thirteen weeks of fiscal 1997, Registrant's operations
provided $3,411,000 cash. $373,000 was used to acquire machinery and
equipment. Cash increased by $3,076,000 during the period. Working captial
increased by $826,000 for the thirteen weeks ended December 1, 1996.
Registrant's improved liquidity is attributable to the elimination of certain
product ranges and the resultant reduction in accounts receivable and
11 of 14<PAGE>
CONCORD FABRICS INC. AND SUBSIDIARIES
DECEMBER 1, 1996
Continued
Item 2..........MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
inventory. Registrant expects its lines of credit and cash flow from
operations to be adequate to finance operations and meet its cash
requirements for fiscal 1997.
12 of 14<PAGE>
CONCORD FABRICS INC. AND SUBSIDIARIES
FORM 10-Q
PART II
Item 6. Exhibits and reports on Form 8-K
(a) Exhibits - None
(b) No report on Form 8-K was filed by
Registrant during the thirteen
weeks ended December 1, 1996.
13 of 14
<PAGE>
CONCORD FABRICS INC. AND SUBSIDIARIES
-------------------------------------
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.
CONCORD FABRICS INC.
---------------------------------
Registrant
Date: January 6, 1997 By /s/ Earl Kramer
Earl Kramer
President and Chief Executive
Officer
Date: January 6, 1997 By /s/ Martin Wolfson
Martin Wolfson
Senior Vice President-Treasurer
Chief Financial Officer
14 of 14<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FIRST QUARTER AND THIRTEEN WEEKS ENDED FORM 10-Q AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO IT.
</LEGEND>
<RESTATED>
<CIK> 0000023249
<NAME> CONCORD FABRICS INC.
<MULTIPLIER> 1
<CURRENCY> U. S. DOLLARS
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> AUG-31-1997 SEP-01-1996
<PERIOD-START> SEP-02-1996 SEP-04-1995
<PERIOD-END> DEC-01-1996 DEC-03-1995
<EXCHANGE-RATE> 1 1
<CASH> 12,819,001 2,175,902
<SECURITIES> 0 0
<RECEIVABLES> 21,616,295 26,759,881
<ALLOWANCES> 0 0
<INVENTORY> 19,108,381 26,199,925
<CURRENT-ASSETS> 57,344,201 60,833,263
<PP&E> 8,099,097 13,413,601
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 71,844,716 76,389,892
<CURRENT-LIABILITIES> 9,422,543 15,858,849
<BONDS> 0 0
0 0
0 0
<COMMON> 1,828,179 1,812,554
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> 71,844,716 76,389,892
<SALES> 27,048,240 34,311,100
<TOTAL-REVENUES> 27,048,240 34,311,100
<CGS> 18,949,596 25,215,137
<TOTAL-COSTS> 26,116,441 34,040,604
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 301,418 473,536
<INCOME-PRETAX> 931,799 270,496
<INCOME-TAX> 389,000 137,000
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 542,799 133,496
<EPS-PRIMARY> .15 .04
<EPS-DILUTED> 0 0
</TABLE>
