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 May 30, 1999 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 .
2,169,764 shares of Registrant's Class A Common Stock, par value $.50
per share and 1,444,451 shares of Registrant's Class B Common Stock, par
value $.50 per share were outstanding as of June 24, 1999.
1 of 18
CONCORD FABRICS INC. AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MAY 30, 1999
INDEX Page Number
Part I. Financial Information
Item 1. Financial Statements
Consolidated Statements of Income -
Thirty-Nine Weeks Ended May 30, 1999
(Unaudited) and May 31, 1998 (Unaudited) 3
Consolidated Balance Sheets - May 30, 1999
(Unaudited), August 30, 1998 (Derived
from Audited Financial Statements) and
May 31, 1998 (Unaudited) 4-5
Consolidated Statements of Changes in
Stockholders' Equity (Unaudited for the period
August 30, 1998 to May 30, 1999) 6
Consolidated Statements of Cash Flows -
Thirty-Nine Weeks Ended May 30, 1999
(Unaudited) and May 31, 1998 (Unaudited) 7-8
Notes to Consolidated Financial Statements
(Unaudited) 9-13
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 14-16
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 17
Signature Page 18
2 of 18
<TABLE>
Item 1. Financial Statements
--------------------
<CAPTION> CONCORD FABRICS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Note A)
For the Thirty-Nine Weeks Ended For the Thirteen Weeks Ended
------------------------------- ----------------------------
May 30, May 31, May 30, May 31,
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net Sales ..................... $65,809,885 $76,462,685 $23,237,307 $25,617,436
----------- ----------- ----------- -----------
Cost of Sales ................. 44,691,217 52,780,855 15,525,106 17,719,965
Merchandising Expenses ........ 4,739,378 5,769,593 1,588,162 1,987,002
Selling and Shipping Expenses . 6,026,743 5,890,367 2,108,511 2,036,796
General and Administrative
Expenses ................... 7,021,195 7,111,090 2,308,627 2,196,152
Interest Expense (Net) ........ 520,707 569,504 167,116 216,349
Loss on sale of plant ......... 86,849 -0- 86,849 -0-
----------- ----------- ----------- -----------
Total ................... $63,086,089 $72,121,409 $21,784,371 $24,156,264
----------- ----------- ----------- -----------
Earnings before income taxes .. 2,723,796 4,341,276 1,452,936 1,461,172
Income tax provision .......... 1,249,000 1,758,000 705,000 598,000
----------- ------------ ----------- -----------
Net Earnings .................. $ 1,474,796 $ 2,583,276 $ 747,936 $ 863,172
=========== =========== =========== ===========
Basic Earnings Per Share ...... $.40 $.70 $.20 $.23
=========== =========== =========== ===========
Diluted Earnings Per Share .... $.40 $.68 $.20 $.22
=========== =========== =========== ===========
Weighted average shares used in
computing basic earnings per
share ...................... 3,658,382 3,670,015 3,669,490 3,679,832
=========== =========== =========== ===========
Weighted average shares used in
computing diluted earnings
per share .................. 3,708,906 3,814,804 3,675,038 3,842,129
=========== =========== =========== ===========
Dividend per Common Share ..... NONE NONE NONE NONE
=========== =========== =========== ===========
The attached notes are made a part hereof.
3 of 18
</TABLE>
CONCORD FABRICS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Note A)
August 30,
1998
(Derived from
May 30, Audited May 31,
1999 Financial 1998
A S S E T S (Unaudited) Statements) (Unaudited)
- ----------- ------------ ------------ ------------
Current Assets:
Cash and cash equivalents ..... $ 6,525,042 $ 8,678,053 $ 1,827,699
Held to maturity investments
(at cost) .................. 14,513,822 14,593,225 18,028,507
Accounts receivable (less
allowance for doubtful accounts
of $1,665,000 on May 30,
1999, $1,350,000 on August 30,
1998, and $1,791,000 on
May 31, 1998) .............. 18,134,884 18,003,495 18,508,161
Inventories (Note B) .......... 15,223,419 16,015,819 19,980,668
Prepaid and refundable income
taxes ...................... -0- -0- 255,000
Prepaid expenses and other
current assets .............. 1,528,216 1,289,839 1,413,091
Deferred income taxes ......... 1,706,000 1,935,000 1,419,500
----------- ----------- -----------
Total Current Assets .......... $57,631,383 $60,515,431 $61,432,626
Property, plant and equipment
(at cost, less accumulated
depreciation and amortization of
$8,904,321 on May 30,
1999, $7,538,169 on August 30,
1998, and $7,603,173 on
May 31, 1998) ................. 9,281,224 9,159,596 8,553,478
Property and plant leased to others
(Note H) ...................... -0- 1,737,052 1,775,092
Property, plant, & equipment held
for sale (Notes H & I) ........ 1,674,332 1,352,319 1,877,319
Other assets ..................... 3,284,994 3,119,732 2,970,487
----------- ----------- -----------
T O T A L .................. $71,871,933 $75,884,130 $76,609,002
=========== =========== ===========
The attached notes are made a part hereof. 4 of 18
CONCORD FABRICS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Note A)
August 30,
1998
(Derived from
May 30, Audited May 31,
1999 Financial 1998
L I A B I L I T I E S (Unaudited) Statements) (Unaudited)
- --------------------- ------------ ------------ ------------
Current Liabilities:
Current portion of notes payable
insurance company (Note D) . $ 2,850,000 $ 2,850,000 $ 2,850,000
Accounts payable .............. 3,673,386 4,608,507 6,192,913
Accrued expenses and taxes .... 1,946,008 3,298,883 2,270,901
Income taxes payable .......... 442,000 59,000 153,000
----------- ----------- -----------
Total Current Liabilities ..... $ 8,911,394 $10,816,390 $11,466,814
Notes payable - insurance
company (Note D) .............. 14,300,000 17,150,000 17,150,000
Deferred income taxes ............ 288,000 288,000 550,000
Other liabilities ................ 427,249 556,249 538,249
----------- ----------- -----------
Total Liabilities ............. $23,926,643 $28,810,639 $29,705,063
Commitments and contingencies ----------- ----------- -----------
(Notes B and C)
S T O C K H O L D E R S ' E Q U I T Y
- --------------------------------------
Common stock: (Notes E & F)
Class A - $.50 par value
authorized 4,000,000 shares,
issued 2,290,656 shares at
May 30, 1999, 2,237,656
shares at August 30, 1998
and 2,236,356 shares at
May 31, 1998 ............... 1,145,328 1,118,828 1,118,178
Class B - $.50 par value
authorized 4,000,000 shares,
issued 1,444,451 shares at
May 30, 1999, 1,447,451
shares at August 30, 1998
and 1,448,751 shares at
May 31, 1998 ............... 722,226 723,726 724,376
Additional paid-in capital ....... 9,399,561 9,274,561 9,274,561
Retained earnings ................ 37,431,172 35,956,376 35,786,824
Treasury stock at cost
120,892 shares (Note J) ....... (752,997) -0- -0-
----------- ----------- -----------
Total Stockholders' Equity .... $47,945,290 $47,073,491 $46,903,939
----------- ----------- -----------
T O T A L .................. $71,871,933 $75,884,130 $76,609,002
=========== =========== ===========
The attached notes are made a part hereof. 5 of 18
<TABLE>
<CAPTION> CONCORD FABRICS INC.
CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS' EQUITY
Class A Common Stock Class B Common Stock Additional Retained Total
Number Dollar Number Dollar Paid-in Earnings Stockhold-
of Shares Value of Shares Value Capital ers' Equity
-------------------- ------------------ ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
September 1, 1996 2,146,956 $1,073,478 1,509,401 $754,701 $9,166,123 $29,844,823 $40,839,125
Net Earnings 3,358,725 3,358,725
Conversion from
Class B shares
to Class A
shares 53,300 26,650 (53,300) (26,650)
Exercise of stock
options 8,750 4,375 25,938 30,313
-------------------- ------------------ ---------- ----------- -----------
August 31, 1997 2,209,006 1,104,503 1,456,101 728,051 9,192,061 33,203,548 44,228,163
Net Earnings 2,752,828 2,752,828
Conversion from
Class B shares
to Class A
shares 8,650 4,325 (8,650) (4,325)
Exercise of stock
options 20,000 10,000 82,500 92,500
-------------------- ------------------ ---------- ----------- -----------
August 30, 1998 2,237,656 1,118,828 1,447,451 723,726 9,274,561 35,956,376 47,073,491
Net Earnings 1,474,796 1,474,796
Conversion from
Class B shares
to Class A
shares 3,000 1,500 (3,000) (1,500)
Exercise of stock
options 50,000 25,000 125,000 150,000
-------------------- ------------------ ---------- ----------- -----------
Balance 2,290,656 $1,145,328 1,444,451 $722,226 $9,399,561 $37,431,172 $48,698,287
-------------------- ------------------ ---------- -----------
Less purchase of Treasury Stock
in Fiscal 1999 (752,997)
-----------
May 30, 1999 $47,945,290
===========
The data reflecting Changes in Stockholders' Equity for the period August 30, 1998 to May 30,
1999 is unaudited.
The attached notes are made a part hereof.
</TABLE> 6 of 18
<TABLE>
CONCORD FABRICS INC. AND SUBSIDIARIES
<CAPTION> CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Note A)
For the Thirty-Nine Weeks Ended
--------------------------------
May 30, May 31,
1999 1998
Cash flows from operating activities: ------------ ------------
<S> <C> <C>
Net earnings .................................... $ 1,474,796 $ 2,583,276
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization ............. 1,257,716 1,217,124
Deferred income tax ....................... 229,000 353,500
Provision for doubtful accounts ........... 344,997 438,649
Loss on sale of Washington Plant .......... 86,849 -0-
Changes in assets:
Decrease (increase) in:
Accounts receivable ................. (476,386) 2,365,167
Inventories ......................... 792,400 (7,076,766)
Prepaid expenses and other
current assets .................... (238,377) 3,748
Other assets ........................ 129,433 234,658
Changes in liabilities:
Increase (decrease) in:
Accounts payable .................... (935,121) 1,899,706
Accrued expenses and taxes .......... (1,352,875) (1,207,586)
Income taxes payable ................ 383,000 153,000
Other liabilities ................... (129,000) 54,000
------------ ------------
Net cash provided by operating activities: 1,566,432 1,018,476
------------ ------------
Cash flows from investing activity:
Proceeds from sales of held to maturity
securities ................................... 26,628,149 15,522,758
Purchases of held to maturity securities ........ (26,548,746) (20,028,507)
Purchases of property, plant, and equipment ..... (1,328,624) (2,218,222)
Proceeds from sale of machinery and equipment ... 71,950 59,650
Net proceeds from the sale of the Washington Plant 1,205,520 -0-
Purchase of assets of an United Kingdom business (294,695) -0-
------------ ------------
Net cash (used in) investing activities ............ (266,446) (6,664,321)
------------ ------------
Cash flows from financing activities:
Scheduled payment of notes payable - insurance co. (2,850,000) -0-
Issuance of common stock (stock options exercised) 150,000 92,500
Repurchase of Class A Common Stock at cost ...... (752,997) -0-
------------ ------------
Net cash (used in) provided by financing activities (3,452,997) 92,500
NET (DECREASE) IN CASH AND CASH EQUIVALENTS ........ (2,153,011) (5,553,345)
------------ ------------
Cash and cash equivalents - beginning of period .... 8,678,053 7,381,044
------------ ------------
CASH AND CASH EQUIVALENTS - END OF PERIOD .......... $ 6,525,042 $ 1,827,699
============ ============
The attached notes are made a part hereof.
</TABLE> 7 of 18
<TABLE>
CONCORD FABRICS INC. AND SUBSIDIARIES
<CAPTION> CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Note A)
Continued
For the Thirty-Nine Weeks Ended
--------------------------------
May 30, May 31,
1999 1998
------------ ------------
Supplemental Information:
Cash Paid for:
<S> <C> <C>
Interest ...................................... 1,729,332 1,832,000
Income taxes .................................. 792,000 1,515,500
The attached notes are made a part hereof.
</TABLE> 8 of 18
CONCORD FABRICS INC. AND SUBSIDIARIES
NOTES TO FORM 10-Q
AS AT May 30, 1999
(Unaudited)
Note A
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q. Accordingly, they
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 of a normal recurring nature
considered necessary for a fair presentation have been included. Operating
results for the thirty-nine weeks ended May 30, 1999 are not necessarily
indicative of the results that may be expected for the fiscal year ending
August 29, 1999. These statements should be read in conjunction with the
financial statements and notes thereto included in the Company's annual
report to shareholders and Form 10-K for the fiscal year ended August 30,
1998.
Note B - Inventories:
Inventories are summarized by as follows:
May 30, August 30, May 31,
1999 1998 1998
------------ ----------- ------------
Finished goods......... $ 8,727,829 $ 8,844,722 $ 9,658,672
Work-in-process........ 2,665,046 2,596,291 4,622,406
Greige goods and yarn.. 3,830,544 4,574,806 5,699,590
------------ ----------- ------------
Total............... $15,223,419 $16,015,819 $19,980,668
============ =========== ============
The foregoing inventory amounts at May 30, 1999 and May 31, 1998 were derived
from perpetual inventory records maintained by the Company.
At May 30, 1999, the Company had outstanding commitments to purchase greige
goods aggregating $200,000.
Note C - Notes Payable - Banks:
At May 30, 1999, the Company was free of bank debt and had total unused bank
lines of credit aggregating $20,000,000.
The Company had approximately $461,000 of letters of credit for the purchase
of finished goods outstanding as at May 30, 1999.
Note D - Notes Payable - Insurance Company:
On November 30, 1994, the Company obtained a $20,000,000 loan from John
9 of 18
CONCORD FABRICS INC. AND SUBSIDIARIES
NOTES TO FORM 10-Q
AS AT MAY 30, 1999
(Unaudited)
Continued
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 first annual installment of $2,850,000
was paid on November 30, 1998.
The loan agreement requires maintenance of certain financial ratios and
maintenance of tangible net worth of approximately $40,429,000. 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 $5,827,000 at May 30, 1999.
Note E - 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 the Company'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.
Note F - Stock Options:
Pursuant to an Incentive Program adopted on January 10, 1989, and amended on
December 4, 1996, awards (as defined) may be granted to key employees and
directors of the Company up to a maximum of 500,000 shares of the Company's
Class A common stock.
On January 9, 1996, options to purchase an aggregate of 200,000 shares of the
Company's Class A common stock at $4.625 a share (fair market value at such
10 of 18
CONCORD FABRICS INC. AND SUBSIDIARIES
NOTES TO FORM 10-Q
AS AT MAY 30, 1999
(Unaudited)
Continued
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.
On January 9, 1996 options to purchase 5,000 shares of the Company's Class A
common stock at $4.625 (fair market value at such date) were granted to two
outside directors. On September 2, 1996, options to purchase an additional
5,000 shares of the Company's Class A common stock at $6.625 (fair market
value at such date) were granted to those directors.
On January 14, 1997, the Company granted an option to the Chairman of the
Board of Directors to purchase an aggregate of 70,000 shares of the Company's
Class A common stock at $7.0125 a share (110% of the fair market value at
such date). This option is exercisable in five annual installments
commencing January 14, 1998, and expires five years from the date of grant;
the Chairman was also granted an option to purchase 30,000 shares of the
Company's Class A common stock at $6.375 a share. This option is exercisable
in five annual installments commencing January 14, 1998 and expires ten years
from the date of grant.
On January 13, 1998 options to purchase 7,500 shares of the Company's Class A
common stock at $8.875 (fair market value at such date) were granted to three
outside directors. The options are exercisable January 13, 1999 and expire
five years from the date of grant.
On November 10, 1998 options to purchase 30,000 shares of the Company's Class
A common stock at $6.50 (fair market value at such date) were granted to
three outside directors (10,000 shares each). The options are exercisable
over a four year period commencing November 10, 1999 at 25% per year and
expire five years from the date of grant.
The Company accounts for equity - based awards granted to employees and
directors under APB Opinion No. 25 under which no compensation cost has been
recognized for stock options granted at fair market value. Had compensation
cost for these stock options been determined consistent with SFAS No. 123,
the decrease in the Company's net earnings and net earnings per share would
have not been material.
Note G - Earnings Per Share:
In 1997, the Financial Accounting Standards Board issued SFAS No. 128,
"Earnings Per Share." SFAS No. 128 replaced the calculation of primary and
11 of 18
CONCORD FABRICS INC. AND SUBSIDIARIES
NOTES TO FORM 10-Q
AS AT MAY 30, 1999
(Unaudited)
Continued
fully diluted earnings per share with basic and diluted earnings per share.
Basic earnings per share excludes any dilutive effects of options, warrants
and convertible securities. Diluted earnings per share gives effect to all
potentially dilutive common shares that were outstanding during the period
under the Company stock option Incentive Program (Note F). All earnings per
share amounts for all periods have been presented and, where appropriate,
restated to conform to the SFAS No. 128 requirements.
Note H - Chino, California Facility:
In February 1994, the Company leased the land and building at its 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. In the first quarter of
fiscal 1999 the lessee chose not to exercise its purchase option and the
Company put the property up for sale. The property has been reclassified
from property and plant leased to others to property, plant, and equipment
held for sale. The estimated market value of this asset exceeds its book
value which at May 30, 1999 was $1,674,000.
Note I - Washington, Georgia Facility:
In the fourth quarter of fiscal 1995 the Company decided to dispose of its
Washington, Georgia dyeing and finishing plant and had been actively
searching for a buyer; manufacturing operations ceased October 6, 1995. At
such time, the Company reclassified the facility to property, plant and
equipment held for sale and estimated the net realizable value of the
facility and accrued expenses for an estimated disposition period.
In fiscal 1998, the Company reevaluated the facility and, in that connection,
recorded a charge of $500,000 reflecting the estimated impairment in value.
On March 9, 1999, the Company sold the Washington plant and equipment for
$1,340,000 cash. The sale resulted in a loss of $86,849.
12 of 18
CONCORD FABRICS INC. AND SUBSIDIARIES
NOTES TO FORM 10-Q
AS AT MAY 30, 1999
(Unaudited)
Continued
Note J - Stock Repurchase:
In September, 1998, the Company's Board of Directors authorized the
repurchase of up to 300,000 shares of the Company's common stock. The
repurchases were to be made at the discretion of Concord's management
depending upon financial and market conditions and in accordance with rules
provided by the Securities and Exchange Commission and the American Stock
Exchange. At May 30, 1999, 120,892 shares had been repurchased at an average
cost of $6.23 per share and are recorded in the Stockholders' Equity section
of the Balance Sheet as Treasury Stock.
Note K - Concord Fabrics (UK) Limited:
Concord Fabrics (UK) Limited, a wholly owned subsidiary of Concord Fabrics
Inc. was incorporated on February 19, 1999. It acquired inventory and other
assets of an United Kingdom business for $294,695. The transaction closed
March 31, 1999 and will not have a material impact on the Company's Balance
Sheet or its results of operations for fiscal 1999.
13 of 18
CONCORD FABRICS INC. AND SUBSIDIARIES
MAY 30, 1999
Item 2..........MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
OPERATIONS - Thirty-Nine Weeks Ended May 30, 1999 Compared With Thirty-Nine
Weeks Ended May 31, 1998.
Fabric sales decreased by 13.9%. This resulted from a 10.9% decline in yards
sold due to a significant decline in yards of fabrics sold by Concord House
and a slight decline in yards of knitted fabrics sold and a 3.4% decrease in
average selling price due to substantially lower prices for knitted fabric
partially offset by slightly higher prices for Concord House fabric.
Gross profit margin increased from 31% in the prior period to 32.1% in the
current period. Lower raw material costs resulted in improved gross margins
on knitted fabric sales which offset slightly lower gross margins on Concord
House fabric sales.
Merchandising expenses declined by 17.9% or approximately $1,030,000.
Reduced sales and less design related expenses resulted in the lower
expenses. As a percent of sales, merchandising expenses decreased from 7.5%
in 1998 to 7.2% in 1999.
Selling and shipping expenses increased 2.3% primarily due to higher cost of
sales aids and advertising. As a percent of sales, selling and shipping
expenses increased from 7.7% in 1998 to 9.2% in 1999.
General and administrative expenses decreased 1.3%; as a percent of sales
they increased from 9.3% in 1998 to 10.7% in 1999.
Earnings before income taxes for the thirty-nine weeks of fiscal 1999 were
$2,724,000 compared with $4,341,000 for the thirty-nine weeks of fiscal 1998.
Net earnings were $1,475,000 for 1999 and $2,583,000 for 1998. A higher
effective tax rate in the 1999 period reflected a lower tax basis than the
book value of the Washington Plant which was sold. The decline in earnings
was principally due to the decline in sales of Concord House fabrics.
Expenses declined by $984,000 but as a percent of sales they increased from
24.5% in the thirty-nine weeks of fiscal 1998 to 27% in the current period.
To date management has not been successful in reducing expenses at the rate
at which sales have declined. Expense reductions were effected in late
January, 1999 and they are reflected in the third fiscal quarter.
The Company's acquisition of the assets of an United Kingdom business, will
not have a material impact on the Company balance sheet or results of
operations for fiscal 1999. The acquisition is expected to enable the
Company to establish a presence in Europe and provide the Company with an
additional brand which it will market globally.
14 of 18
CONCORD FABRICS INC. AND SUBSIDIARIES
MAY 30, 1999
Continued
Item 2..........MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
OPERATIONS - Thirteen Weeks Ended May 30, 1999 Compared With Thirteen Weeks
Ended May 31, 1998.
Fabric sales decreased by 9.3%. This resulted from a 3.7% decline in units
sold stemming from a decline in unit (yards) sold of Concord House product
offset slightly by an increase in unit (yards) sold of knitted fabric and a
5.8% decrease in average selling price due to lower prices for knitted
fabrics sold; the average selling price for Concord House fabrics rose
slightly.
Gross profit margin increased from 30.8% in fiscal 1998 to 33.2% in fiscal
1999. Lower raw material costs resulted in improved gross margins on knitted
fabric sales which offset lower gross margins on Concord House fabric sales.
Merchandising expenses declined by 20.1% or approximately $399,000. Reduced
sales and less design related expenses resulted in the lower expenses.
Merchandising expenses decreased from the prior year's period from 7.8% of
sales to 6.8% of sales in the current period.
Selling and shipping expenses increased 3.5%; as a percent of sales they
increased from 8% in 1998 to 9.1% in 1999.
General and administrative expenses increased 5.1%; as a percent of sales
they increased from 8.6% in 1998 to 9.9% in 1999.
Interest expense decreased 22.8% or approximately $49,000 primarily due to a
scheduled payment of principal on Notes Payable - Insurance Company.
Earnings before income taxes for the third quarter of fiscal 1999 were
$1,453,000 compared with $1,461,000 for the third quarter of fiscal 1998.
Net earnings were $748,000 for 1999 and $863,000 for 1998. A higher
effective tax rate in the 1999 period reflected a lower tax basis than the
book value of the Washington Plant which was sold. Expenses declined by
$215,000 but as a percent of sales they increased from 24.3% in the third
quarter of fiscal 1998 to 25.8% in the current period. To date management
has not been successful in reducing expenses at the rate at which sales have
declined. Expense reductions were effected in late January, 1999 and they
are reflected in this fiscal quarter.
LIQUIDITY AND CAPITAL RESOURCES
During the thirty-nine weeks of fiscal 1999, the Company's operations
provided $1,566,000. Fixed assets in the amount of $1,329,000 were acquired
15 of 18
CONCORD FABRICS INC. AND SUBSIDIARIES
MAY 30, 1999
Continued
Item 2 ...........MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
($960,000 for plant and equipment at the Company's Milledgeville, Georgia
production facility and the balance for furniture, fixtures and leasehold
improvements in the Company's New York office). The Company decreased its
investments in held to maturity securities which produced $79,000. The sale
of machinery and equipment produced $72,000 in cash. The Company received
the net proceeds, $1,206,000, from the sale of the Washington, Georgia
facility. On March 31, 1999 $295,000 was used to acquire the assets of an
United Kingdom business. The repurchase of 120,892 shares of stock cost
$753,000; the exercise of stock options produced $150,000. $2,850,000 was
paid as the first scheduled repayment of notes payable - insurance company.
As a result, cash decreased by $2,153,000 during the period. Working capital
decreased by $979,000. The Company expects its short-term cash investments,
its lines of credit, and cash flow from operations to be adequate to finance
operations and meet its cash requirements for the rest of fiscal 1999.
Year 2000 Compliance
The Company believes it has taken reasonable steps in developing its Year
2000 Program. Its computer systems provide for four digits in the year field
so that data processing and reporting should not be disrupted at the
millennium. Notwithstanding this, the Company cannot be certain whether
microprocessors embedded in other equipment or Year 2000 problems of its
customers, key suppliers or service providers will be discovered and or
resolved satisfactorily before the Year 2000. The Company is requesting
information on Year 2000 issues from third parties significant to its
business
If the Company's key suppliers, service providers, customers and other third
parties fail to adequately address their Year 2000 Problems, and there are no
alternatives available to the Company, then the Company's usual channels of
supply and distribution could be disrupted with a resulting adverse impact on
its business. The Company does not believe that the cost of its Year 2000
program will be material to its financial position or its results of
operations.
Forward Looking Statements
This report contains forward looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 and actual results could
differ materially from those contemplated by such statements. Such forward
looking statements include references to expected future results of
operations and Year 2000 issues.
16 Of 18
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
the Company during the thirty-nine
weeks ended May 30, 1999.
17 of 18
CONCORD FABRICS INC. AND SUBSIDIARIES
-------------------------------------
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, Concord
Fabrics Inc. has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CONCORD FABRICS INC.
---------------------------------
Registrant
Date: June 30, 1999 By /s/ Earl Kramer
Earl Kramer
President and Chief Executive
Officer
Date: June 30, 1999 By /s/ Martin Wolfson
Martin Wolfson
Senior Vice President-Treasurer
Chief Financial Officer
18 of 18
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THIS SCHEDULE CONTAINS FINANCIAL INFORMATION EXTRACTED FROM THE
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<NAME> CONCORD FABRICS INC.
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<PERIOD-TYPE> 9-MOS 9-MOS 3-MOS 3-MOS
<FISCAL-YEAR-END> AUG-29-1999 AUG-30-1998 AUG-29-1999 AUG-30-1998
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