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 April 30, 1994
Commission File Number 1-10204
CPI CORP.
------------------------------------------------------------
(Exact Name of Registrant as Specified In Its Charter)
Delaware 43-1256674
- - ---------------------------- -------------------
(State of Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
1706 Washington Avenue, St. Louis, Missouri 63103-1790
- - -------------------------------------------- ------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (314) 231-1575
--------------
Indicate by check mark whether the registrant 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 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.
Common Stock $.40 par value 14,433,539 shares
- - --------------------------- -----------------
Class Outstanding at June 9, 1994
PAGE 1 OF 18
<PAGE>
CPI CORP.
INDEX
PAGE NO.
Part I. Financial Information:
Item 1. Financial Statements:
Interim Condensed Consolidated Balance 3,4
Sheets - April 30, 1994, May 1, 1993
and February 5, 1994
Interim Condensed Consolidated Statements 5
of Earnings - For the 12 Weeks Ended
April 30, 1994 and May 1, 1993
Interim Condensed Consolidated Statements 6,7
of Changes in Stockholders' Equity - For
the 52 Weeks Ended February 5, 1994 and
for the 12 Weeks Ended April 30, 1994
Interim Condensed Consolidated Statements 8,9
of Cash Flows - For the 12 Weeks Ended
April 30, 1994 and May 1, 1993
Notes to Interim Condensed Consolidated 10-11
Financial Statements
Item 2. Managements Discussion and Analysis of 12-15
Financial Condition and Results of
Operations
Item 6.(a)
Exhibit 11 - Computation of Earnings 16
per Common Share
Part II. Other Information:
Item 6.(b)
Reports on Form 8-K 17
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
CPI CORP. INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS - ASSETS
(UNAUDITED)
<CAPTION>
April 30, May 1, February 5,
1994 1993 1994
------------ ------------ ------------
<S> <C> <C> <C>
Current assets:
Cash $ 4,168,402 $ 3,632,438 $ 4,304,171
Short-term investments 32,727,215 14,587,038 62,051,741
Receivables 23,639,312 21,357,667 21,057,245
Inventories 27,885,856 20,011,598 28,530,382
Deferred costs applicable
to unsold portraits 2,920,186 3,212,899 2,822,123
Prepaid expenses and other
current assets 7,304,316 9,909,367 9,005,393
------------ ------------ ------------
Total current assets 98,645,287 72,711,007 127,771,055
------------ ------------ ------------
Net property and equipment 127,698,373 95,348,038 114,328,773
Other assets:
Intangible assets 59,981,890 63,650,560 60,944,867
Other long-term assets 2,954,138 2,345,922 2,751,641
------------ ------------ ------------
$289,279,688 $234,055,527 $305,796,336
============ ============ ============
<FN>
See notes to interim condensed consolidated financial statements.
</TABLE>
3
<PAGE>
<TABLE>
CPI CORP. INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY (UNAUDITED)
<CAPTION>
4/30/94 5/1/93 2/5/94
-------------- -------------- -------------
<S> <C> <C> <C>
Current liabilities:
Short-term borrowings $ --- $ 11,050,000 $ ---
Current maturities of
long-term
obligations 232,217 166,574 292,468
Accounts payable 35,718,850 26,465,566 32,849,291
Accrued expenses and
other liabilities 18,966,949 16,160,486 21,046,068
Income taxes 1,337,861 2,080,621 8,767,222
Deferred income taxes,
net 1,751,980 1,763,631 2,232,429
-------------- -------------- -------------
Total current
liabilities 58,007,857 57,686,878 65,187,478
-------------- -------------- -------------
Long-term obligations,
less current
maturities 59,744,930 260,333 59,810,789
Other liabilities 3,268,333 4,998,691 4,848,151
Deferred income taxes,
net 672,214 2,031,243 441,445
Stockholders' equity:
Preferred stock, no
par value. 1,000,000
shares authorized;
no shares outstanding --- --- ---
Preferred stock, Series
A, no par value --- --- ---
Common stock, $.40 par
value, 50,000,000
shares authorized;
17,002,365,
16,959,279 and
16,978,869 shares
outstanding at April
30, 1994, May 1, 1993
and February 5, 1994,
respectively 6,800,946 6,783,712 6,791,548
Additional paid-in
capital 29,644,209 28,903,348 29,262,531
Retained earnings 193,163,852 191,463,049 198,166,276
-------------- -------------- -------------
229,609,007 227,150,109 234,220,355
Treasury stock, at
cost, 2,568,663,
2,323,308 and
2,363,808 shares at
April 30, 1994, May 1,
1993 and February 5,
1994, respectively (61,885,304) (57,901,877) (58,556,032)
Unamortized deferred
compensation -
restricted stock (137,349) (169,850) (155,850)
-------------- -------------- -------------
Total stockholders'
equity 167,586,354 169,078,382 175,508,473
-------------- -------------- -------------
$289,279,688 $ 234,055,527 $305,796,336
============== ============== =============
<FN>
See notes to interim condensed consolidated financial statements.
</TABLE>
4
<PAGE>
<TABLE>
CPI CORP. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
<CAPTION>
12 Weeks Ended
----------------------------
April 30, May 1,
1994 1993
------------- -------------
<S> <C> <C>
Net Sales $100,103,675 $ 88,790,357
Cost and expenses:
Cost of sales (exclusive of
depreciation expense shown
below) 30,903,147 25,697,628
Selling, administrative and
general expenses 64,992,660 60,347,771
Depreciation 6,606,799 5,808,937
Amortization 1,314,720 1,419,185
------------- -------------
103,817,326 93,273,521
------------- -------------
Loss from operations (3,713,651) (4,483,164)
Net interest income (expense) (529,474) 114,482
Other income 96,215 123,153
------------- -------------
Loss before income taxes and
cumulative effect of
accounting change (4,146,910) (4,245,529)
Income tax benefit 1,659,778 1,707,540
------------- -------------
Loss before cumulative effect
of accounting change (2,487,132) (2,537,989)
Cumulative effect of accounting
change --- 2,120,000
------------- -------------
Net loss $ (2,487,132) $ (417,989)
============= =============
Earnings before cumulative
effect of accounting change $ (0.17) $ (0.17)
Cumulative effect of accounting
change --- 0.14
------------- -------------
Net loss $ (0.17) $ (0.03)
============= =============
Weighted average number of
common and common equivalent
shares outstanding 14,581,352 14,663,040
============= =============
<FN>
See notes to interim condensed consolidated financial statements.
</TABLE>
5
<PAGE>
<TABLE>
CPI CORP. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS' EQUITY PARTIAL TABLE SHOWING COMMON STOCK, ADDITIONAL
PAID-IN CAPITAL AND RETAINED EARNINGS (ADDITIONAL TABLE SHOWING
TREASURY STOCK-AT COST, UNAMORTIZED DEFERRED COMPENSATION-
RESTRICTED STOCK AND TOTAL TO FOLLOW) FOR 52 WEEKS ENDED
FEBRUARY 5, 1994 AND 12 WEEKS ENDED APRIL 30, 1994 (UNAUDITED)
<CAPTION>
Additional
Common Paid-In Retained
Stock Capital Earnings
---------- ----------- -------------
<S> <C> <C> <C>
Balance at February 6, 1993 $6,782,292 $28,833,326 $194,419,868
Issuance of common stock:
Profit sharing plan and
trust 6,190 303,000 ---
Stock bonus plan 1,466 71,805 ---
Employee stock plans 1,600 54,400 ---
Foreign currency translation --- --- (1,291,923)
Dividends ($.56 per
common share) --- --- (8,198,125)
Net earnings --- --- 13,236,456
Purchase of treasury stock,
at cost --- --- ---
Amortization of deferred
compensation-restricted
stock --- --- ---
---------- ----------- -------------
Balance at February 5, 1994 6,791,548 29,262,531 198,166,276
Issuance of common stock:
Profit sharing plan and
trust 7,955 327,182 ---
Stock bonus plan 1,443 54,496 ---
Foreign currency translation --- --- (469,183)
Dividends ($.14 per common
share) --- --- (2,046,109)
Net loss --- --- (2,487,132)
Purchase of treasury stock,
at cost --- --- ---
Amortization of deferred
compensation - restricted
stock --- --- ---
---------- ----------- -------------
Balance at April 30, 1994 $6,800,946 $29,644,209 $193,163,852
========== =========== =============
<FN>
See notes to interim condensed consolidated financial statements.
</TABLE>
6
<PAGE>
<TABLE>
CPI CORP. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS' EQUITY PARTIAL TABLE SHOWING TREASURY STOCK-AT COST,
UNAMORTIZED DEFERRED COMPENSATION-RESTRICTED STOCK AND TOTAL
(PREVIOUS TABLE SHOWED COMMON STOCK, ADDITIONAL PAID-IN CAPITAL AND
RETAINED EARNINGS) FOR 52 WEEKS ENDED FEBRUARY 5, 1994 AND 12 WEEKS
ENDED APRIL 30, 1994 (UNAUDITED)
(CAPTION>
Unamortized
Deferred
Treasury Compensation-
Stock, Restricted
At Cost Stock Total
------------- ---------- -------------
<S> <C> <C> <C>
Balance at February 6, 1993 $(57,898,854) $(190,850) $171,945,782
Issuance of common stock:
Profit sharing plan and
trust --- --- 309,190
Stock bonus plan --- --- 73,271
Employee stock plans --- (56,000) ---
Foreign currency translation --- --- (1,291,923)
Dividends ($.56 per
common share) --- --- (8,198,125)
Net earnings --- --- 13,236,456
Purchase of treasury stock,
at cost (657,178) --- (657,178)
Amortization of deferred
compensation-restricted
stock --- 91,000 91,000
------------- ---------- -------------
Balance at February 5, 1994 (58,556,032) (155,850) 175,508,473
Issuance of common stock:
Profit sharing plan and
trust --- --- 335,137
Stock bonus plan --- --- 55,939
Foreign currency translation --- --- (469,183)
Dividends ($.14 per common
share) --- --- (2,046,109)
Net loss --- --- (2,487,132)
Purchase of treasury stock,
at cost (3,329,272) --- (3,329,272)
Amortization of deferred
compensation-restricted
stock --- 18,501 18,501
------------- ---------- -------------
Balance at April 30, 1994 $(61,885,304) $(137,349) $167,586,354
============= ========== =============
<FN>
See notes to interim condensed consolidated financial statements.
</TABLE>
7
<PAGE>
<TABLE>
CPI CORP. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
12 Weeks Ended
----------------------------
April 30, May 1,
1994 1993
------------- -------------
<S> <C> <C>
Cash flows used in operating
activities $ (4,403,225) $ (8,085,391)
Cash flows provided by (used in)
financing activities:
Proceeds from issuance of
short-term debt --- 11,050,000
Repayment of long-term debt (146,131) (92,904)
Issuance of common stock to
employee stock plans 391,076 71,442
Cash dividends (2,046,109) (2,049,033)
Purchase of treasury stock (3,329,272) (3,023)
------------- -------------
Cash flows provided by
(used in) financing
activities (5,130,436) 8,976,482
------------- -------------
Cash flows before investing
activities (9,533,661) 891,091
------------- -------------
Cash flows provided by (used in)
investing activities:
Additions to property and
equipment, net (19,976,399) (3,513,001)
Acquisitions:
Property and equipment --- (71,043)
Intangible assets --- (20,000)
Long-term investments 49,765 (45,649)
------------- -------------
Cash flows used in investing
activities (19,926,634) (3,649,693)
------------- -------------
Net decrease in cash and cash
equivalents (29,460,295) (2,758,602)
Cash and cash equivalents at
beginning of year 66,355,912 20,978,078
------------- -------------
Cash and cash equivalents at
end of period $ 36,895,617 $ 18,219,476
============= =============
Supplemental cash flow
information:
Interest paid $ 900,776 $ 43,939
============= =============
Income taxes paid $ 575,553 $ 5,349,554
============= =============
<FN>
See notes to interim condensed consolidated financial statements.
</TABLE>
8
<PAGE>
<TABLE>
CPI CORP. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
12 Weeks Ended
----------------------------
April 30, May 1,
1994 1993
------------- -------------
<S> <C> <C>
Reconciliation of net earnings
to cash flows provided by
(used in) operating
activities:
Net loss $ (2,487,132) $ (417,989)
Adjustments for items not
requiring cash:
Depreciation and amortization 7,921,519 7,228,122
Deferred income taxes (249,680) (2,542,872)
Deferred compensation (1,579,818) (496,648)
Other (1,034,666) (795,546)
Decrease (increase) in current
assets:
Receivables and inventories (1,937,541) (1,322,266)
Deferred costs applicable to
unsold portraits (98,063) 559,818
Prepaid expenses and other
current assets 1,701,077 (1,552,675)
Increase (decrease) in current
liabilities:
Accounts payable, accrued
expenses and other
liabilities 790,440 (2,043,913)
Income taxes (7,429,361) (6,701,422)
------------- -------------
Cash flows used in operating
activities $ (4,403,225) $ (8,085,391)
============= =============
<FN>
See notes to interim condensed consolidated financial statements.
</TABLE>
9
<PAGE>
CPI CORP.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. In the opinion of management, the accompanying unaudited
condensed consolidated financial statements contain all
adjustments necessary for a fair presentation of the Company's
financial position as of April 30, 1994, May 1, 1993 and
February 5, 1994 and the results of its operations and changes
in its cash flows for the 12 weeks ended April 30, 1994 and May
1, 1993. These financial statements should be read in
conjunction with the financial statements and the notes included
in the Company's annual report on Form 10-K for its fiscal year
ended February 5, 1994.
2. Short-term investments are comprised of money market instruments
which aggregated $32,727,215, $14,587,038 and $62,051,741 as of
April 30, 1994, May 1, 1993, and February 5, 1994, respectively,
and are stated at cost which approximates market.
Total interest income for the 12 weeks ended April 30, 1994 and
May 1, 1993 was $371,302 and $171,370, respectively.
3. Inventories consist of the following components:
<TABLE>
<CAPTION>
April 30, May 1, February 5,
1994 1993 1994
----------- ----------- -----------
<S> <C> <C> <C>
Raw materials and supplies $27,274,949 $19,367,913 $27,981,589
Portraits-in-process 610,907 643,685 548,793
----------- ----------- -----------
$27,885,856 $20,011,598 $28,530,382
=========== =========== ===========
</TABLE>
4. On May 30, 1993, CPI Corp. finalized the acquisition of the
Prints Plus wall decor chain from the Melville Corporation,
originally disclosed on May 10, 1993. The 103 store chain,
located in malls throughout the United States, operates a
prints, posters and framing business with annual sales in excess
of $40 million. Prints Plus was acquired for approximately
$14.7 million. In addition, the Company entered into a non-
compete agreement with Melville Corporation for cash
consideration aggregating $1,050,000. Stores will continue to
be operated under the trade name "Prints Plus".
10
<PAGE>
The acquisition was recorded using the purchase method of
accounting and the results of operations of Prints Plus have
been included in the Company's consolidated financial statements
since the effective date of the acquisition.
5. Effective February 7, 1993, the Company adopted the provisions
of Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes". Accordingly, the Company has
changed its method of computing income taxes from the deferred
method used in prior years to the asset and liability method
prescribed by SFAS 109. Adoption of this statement increased
fiscal year 1993 net earnings by $2.12 million and increased
earnings per share by $0.14. Prior years data have not been
restated as management elected to adopt the statement on a
prospective basis.
6. On August 31, 1993, the Company placed privately senior notes
in the amount of $60 million (the "Note Agreement") with two
insurance companies. The notes, issued pursuant to the Note
Agreement, mature over a seven-year period with an average
maturity of 5.42 years and with the first principal payment due
at the end of the third year. Interest on the notes is payable
semi-annually at an average effective rate of 6.44%. The Note
Agreement requires the Company to maintain certain financial
ratios and comply with certain restrictive covenants.
11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
To establish a framework for discussion, selected financial data
summarizing the Company's operating results for the 12 weeks ended
April 30, 1994 and May 1, 1993, respectively, are presented in the
following table and are discussed in greater detail on subsequent
pages.
<TABLE>
<CAPTION>
12 Weeks Ended
---------------------------------------
(in thousands except per share amounts)
April 30, May 1, Amount
1994 1993 Change
---------- ---------- ----------
<S> <C> <C> <C>
Net sales:
Portrait Studios $ 49,768 $ 48,083 $ 1,685
Photofinishing 37,789 36,853 936
Other Products and Services 12,547 3,854 8,693
---------- ---------- ----------
$ 100,104 $ 88,790 $ 11,314
========== ========== ==========
Operating earnings:
Portrait Studios $ 3,547 $ 4,100 $ (553)
Photofinishing (2,220) (2,288) 68
Other Products and Services (873) (711) (162)
---------- ---------- ----------
454 1,101 (647)
General corporate expenses (4,168) (5,584) 1,416
---------- ---------- ----------
Loss from operations (3,714) (4,483) 769
Net interest income (expense) (529) 114 (643)
Other income 96 123 (27)
---------- ---------- ----------
Loss before income taxes and
cumulative effect of
accounting change (4,147) (4,246) 99
Income tax benefit 1,660 1,708 (48)
---------- ---------- ----------
Loss before cumulative effect
of accounting change (2,487) (2,538) 51
Cumulative effect of accounting
change --- 2,120 (2,120)
---------- ---------- ----------
Net loss $ (2,487) $ (418) $ (2,069)
========== ========== ==========
Earnings per common share:
Loss before cumulative effect
of the accounting change $ (0.17) $ (0.17) $ ---
Cumulative effect of
accounting change --- 0.14 0.14
---------- ---------- ----------
Net loss $ (0.17) $ (0.03) $ (0.14)
========== ========== ==========
Weighted average number of
common and common equivalent
shares outstanding 14,581 14,663 (82)
========== ========== ==========
</TABLE>
12
<PAGE>
Revenues
- - --------
Sales increased 12.7% to $100.1 million in the first
quarter of 1994, from $88.8 million in the first quarter of 1993,
due primarily to sales added from the newly acquired Prints Plus
operation, a prints, posters and framing business acquired May 30,
1993. Portrait Studio, Photofinish and Electronic Publishing
businesses also had modest sales increases in the first quarter of
1994 over the comparable period of the prior fiscal year.
Portrait Studio sales were $49.8 million in the first quarter of
1994, increasing 3.5% from $48.1 million recorded in the comparable
period last year. The Company has continued to use price
promotions aggressively during the first fiscal quarter which tends
to increase the number of portrait sittings and to reduce the
average sale to customers. Installation of the new digital imaging
technology has progressed according to plans with about one-third
of our U.S. Sears Portrait Studios now converted to the new system.
The Company continues to experience favorable sales trends in
studios converted to the new technology.
Photofinishing sales rose 2.5% to $37.8 million in the first fiscal
quarter of 1994, from $36.9 million in the comparable period last
year. During the seasonally slow first fiscal quarter, the Company
continued to experience competitive pressures which led to weak
sales.
Other Products and Services includes the electronic publishing
business and the newly acquired Prints Plus operation. The sales
gain in the first quarter of 1994 is primarily due to the inclusion
of the Prints Plus operation in segment results. The electronic
publishing business also experienced modest sales improvements.
Operating Income
- - ----------------
Segment operating earnings for prior years have
been restated to conform with the current year's presentation.
Certain employee benefit costs, which in prior years were recorded
as part of corporate expense, have been reclassified to the
operating segments to better reflect the operating contribution of
the segment. Losses from operations declined to $3.7 million in
the first fiscal quarter of 1994 from $4.5 million recorded in the
first quarter of 1993, which included a $1.6 million reserve for
severance and early retirement benefits.
Portrait Studio operating earnings declined reflecting increased
training and depreciation expense associated with the installation
of the new digital imaging technology. Higher manufacturing costs
associated with producing a larger portrait package also
contributed to the lower operating earnings in the Portrait Studio
segment.
13
<PAGE>
Photofinishing operating earnings were approximately level with
last year. Lower depreciation and amortization expense coupled
with certain cost cutting efforts were offset by lower gross profit
margins due to an unfavorable sales mix.
Other Products and Services operating losses increased due to the
inclusion of normal seasonal operating losses in the Prints Plus
operation, which was acquired subsequent to the first fiscal
quarter of 1993.
Net Earnings
- - ------------
Losses before taxes declined slightly as the reduced
losses from operations was offset by a $644,000 increase in net
interest expense primarily associated with the $60 million note
agreement entered into last year. Net losses increased to $2.5
million in the first quarter of 1994, from $0.4 million recorded in
the same period in 1993 as the 1993 first fiscal quarter included
a $2.1 million cumulative benefit from a change in accounting
principles. The accounting change resulted from the adoption of
Statement of Financial Accounting Standards (SFAS) No. 109,
"Accounting for Income Taxes", on a prospective basis.
Losses per share before the accounting change were level with last
year at $.17 per share in the first quarter of fiscal year 1994.
Net losses in the 1993 first fiscal quarter amounted to $.03 per
share after the benefit of the accounting change.
Capital Resources and Liquidity
- - -------------------------------
On August 31, 1993, the Company entered into an agreement with two
insurance companies for the private placement of senior notes in
the amount of $60 million (the Note Agreement). The notes, issued
pursuant to the Note Agreement, mature over a seven-year period
with an average maturity of 5.42 years with the first principal
payment due at the end of the third year. Interest on the notes is
payable semi-annually at an average effective rate of 6.44%.
Cash and short-term investments were $36.9 million, $18.2 million
and $66.4 million on April 30, 1994, May 1, 1993 and February 5,
1994, respectively. Short-term borrowings amounted to $11.1
million on May 1, 1993 under the Company's Revolving Credit
Agreement. The Company has a $25 million Revolving Credit
Agreement with a domestic bank which expires on July 30, 1994. The
Company plans to renew this Agreement.
Capital expenditures amounted to $20.0 million in the first fiscal
quarter of 1994 due primarily to the planned installation of the
digital imaging technology in the Portrait Studio operation.
Treasury stock repurchased amounted to $3.3 million in the first
quarter of 1994. Together, these two items accounted for a major
14
<PAGE>
portion of the $29.5 million decline in cash and cash equivalents
during the first quarter of 1994.
The Company believes it has sufficient liquidity and capital
resources to meet planned capital expenditures and normal working
capital requirements.
15
<PAGE>
ITEM 6(a). EXHIBIT 11
<TABLE>
CPI CORP. COMPUTATION OF EARNINGS PER COMMON SHARE
(In Thousands Except Per Share Amounts)
<CAPTION>
12 Weeks Ended
---------------------
April 30, May 1,
1994 1993
--------- --------
<S> <C> <C>
Primary:
Net loss applicable to
common shares $ (2,487) $ (418)
========= ========
Shares:
Weighted average number of
common shares outstanding 17,002 16,959
Shares issuable under employee
stock plans - weighted average 16 27
Less: Treasury stock - weighted
average (2,437) (2,323)
--------- --------
Weighted average number of common
and common equivalent shares 14,581 14,663
========= ========
Loss per common and
common equivalent shares $ (.17) $ (.03)
========= ========
</TABLE>
16
<PAGE>
ITEM 6(b) REPORTS ON FORM 8-K
- On March 24, 1994, CPI Corp. reported the issuance of a
press release on March 17, 1994 announcing preliminary
fourth quarter and full year results for Fiscal Year 1993,
the signing of a new five-year Sears contract, expected
1994 earnings in the $0.85 - $1.05 range, the repurchase
of stock under previously authorized programs and the
confirmation of a $75 million studio expansion plan.
- On April 15, 1994, CPI Corp. reported the issuance of a
press release on April 6, 1994 confirming fiscal year 1993
projections of lower earnings and record sales and
reconfirming expectations of higher Fiscal Year 1994
earnings.
17
<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 thereunto duly authorized.
CPI Corp.
Date: June 10, 1994 By: /s/ Barry Arthur
Barry Arthur
Executive Vice President -
Finance
Principal Financial Officer
18
<PAGE>
