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 26, 1997
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 11,728,738 shares
- --------------------------- -------------------------------
Class Outstanding at June 5, 1997
<PAGE>
<TABLE>
CPI CORP.
INDEX
PAGE
<S> <C>
PART I. FINANCIAL INFORMATION:
Item 1. FINANCIAL STATEMENTS:
Management's Discussion and Analysis - Overview 1
Interim Condensed Consolidated Statements
of Operations - For the 12 Weeks Ended
April 26, 1997 and April 27, 1996 2
Management's Discussion and Analysis - Results
of Operations 3-5
Interim Condensed Consolidated Balance Sheets -
For the 12 Weeks Ended April 26, 1997 and
April 27, 1996 6-8
Management's Discussion and Analysis - Financial
Condition 9
Interim Condensed Consolidated Statements of Cash
Flows - For the 12 Weeks Ended April 26, 1997
and April 27, 1996 10-11
Management's Discussion and Analysis - Cash Flows 12
Interim Condensed Consolidated Statements of
Changes in Stockholders' Equity - For the 52
Weeks Ended February 1, 1997 and for the 12
Weeks Ended April 26, 1997 13-15
Notes to Interim Condensed Consolidated
Financial Statements 16
Item 6.(a) Exhibits 17
Exhibit 11 - Computation of Earnings per Common
Share 20
Exhibit 27 - Financial Data Schedule
PART II. OTHER INFORMATION:
Item 6.(b) Reports on Form 8-K 17
Signature 18
</TABLE>
(Page numbers conform to paper copy)
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS--OVERVIEW
- ----------------------------------------------
To enhance understanding of the Company's financial results, the
various components of the Management's Discussion and Analysis
are presented following the pertinent financial data.
Accordingly, in addition to this overview, separate analyses of
the results of operations, financial condition and cash flows are
provided. Also, the analysis of each business segment's net
sales and operating earnings is provided in the results of
operations analysis.
FISCAL YEARS
The Company's fiscal year ends the first Saturday of February.
Accordingly, fiscal year 1996 ended February 1, 1997 and
consisted of 52 weeks. The first fiscal quarters of 1997 and
1996 consisted of twelve weeks and ended April 26, 1997 and April
27, 1996, respectively. Throughout the Management's Discussion
and Analysis and Notes to Interim Condensed Consolidated
Financial Statements, reference to 1996 will mean the fiscal year
end 1996 and reference to first quarter 1997 and first quarter
1996 will mean the first fiscal quarter of 1997 and 1996,
respectively.
JOINT VENTURE
In October 1996, the Company entered into a joint venture with
Eastman Kodak Company, thereby reducing its ownership in its
retail photofinishing business previously conducted by the
Company's Fox Photo, Inc. and Proex Photo Systems, Inc.
subsidiaries to 49%. The 49% ownership of the new joint venture
is accounted for under the equity method and is reflected as an
investment in Fox joint venture within the financial statements.
1
<PAGE>
<TABLE>
CPI CORP. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED) (in thousands of dollars except per share amounts)
Twelve weeks ended April 26, 1997 and April 27, 1996
<CAPTION>
April 26, April 27,
1997 1996
--------- ---------
<S> <C> <C>
Net sales $ 70,174 $104,668
Costs and expenses:
Cost of sales (exclusive of
depreciation expense shown below) 12,685 28,751
Selling, administrative and
general expenses 52,266 69,071
Depreciation 6,194 8,468
Amortization 473 973
--------- ---------
71,618 107,263
--------- ---------
Loss from operations (1,444) (2,595)
Net interest expense 595 970
Interest in joint venture loss (1,849) -
Other income 61 199
--------- ---------
Loss before income taxes (3,827) (3,366)
Income tax benefit 1,416 1,246
--------- ---------
Net loss $ (2,411) $ (2,120)
========= =========
Net loss per share $ (0.20) $ (0.15)
========= =========
Dividends per common share $ 0.14 $ 0.14
========= =========
Weighted average number of common
and common equivalent shares
outstanding (in thousands
of shares) 11,835 13,963
========= =========
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
2
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS--RESULTS OF OPERATIONS
- -----------------------------------------------------------
<TABLE>
SELECTED FINANCIAL DATA
<CAPTION>
12 Weeks Ended
----------------------------------
(in thousands of dollars)
April 26, April 27, Amount
1997 1996 Change
--------- --------- --------
<S> <C> <C> <C>
Total operating earnings $ 1,589 $ 1,613 $ (24)
General corporate
expenses (3,033) (4,208) 1,175
Interest in joint
venture loss (1,849) -- (1,849)
Interest expense (830) (1,018) 188
Interest income 235 48 187
Other income 61 199 (138)
--------- --------- --------
Loss before income taxes (3,827) (3,366) (461)
Income tax benefit 1,416 1,246 170
--------- --------- --------
Net loss $ (2,411) $ (2,120) $ (291)
========= ========= ========
</TABLE>
OPERATING RESULTS
A net loss of $2.4 million was recorded in first quarter 1997
compared to $2.1 million recorded in first quarter 1996. This
increased loss is a result of reduced operating earnings in the
Portrait Studios and Wall Decor segments offset slightly by lower
corporate expenses, which resulted from the allocation through
service and consulting contracts with the joint venture of
administrative salaries and overhead costs and from lower
employee benefit costs. For the first quarter 1997, the interest
in joint venture loss reflected the expected loss due to the
seasonality of the photofinishing business.
Net loss of $0.20 per share was recorded in the first quarter of
1997 compared to $0.15 per share recorded in the first quarter
1996, primarily reflecting the repurchase of 2,250,000 shares in
November 1996, which resulted in a change in weighted average
number of common and common equivalent shares outstanding to
11,835,324 for the first quarter 1997 from 13,963,409 for the
first quarter 1996.
3
<PAGE>
<TABLE>
NET SALES
<CAPTION>
12 Weeks Ended
---------------------------------------
(in thousands of dollars)
April 26, April 27, Amount
1997 1996 Change
--------- --------- ---------
<S> <C> <C> <C>
Portrait Studios $ 58,074 $ 56,860 $ 1,214
Photofinishing -- 36,094 (36,094)
Wall Decor 12,100 11,714 386
--------- --------- ---------
Total net sales $ 70,174 $104,668 $(34,494)
========= ========= =========
</TABLE>
NET SALES
Reported sales were $70.2 million in the first quarter 1997
versus $104.7 million in the first quarter 1996 reflecting the
exclusion of sales for the Photofinishing segment as a result of
the formation of the joint venture with Eastman Kodak in October
1996.
Portrait Studios sales were $58.1 million in the first quarter
1997, increasing 2.1% from $56.9 million recorded in the
comparable period last year. Although customer volume declined,
sales per customer increased due, management believes, in part to
the tactical price increases introduced during the first quarter
1997 and previously discussed in the Company's 1996 Annual
Report.
Sales in the Wall Decor segment were $12.1 million in the first
quarter 1997, increasing 3.3% from $11.7 million recorded in the
comparable period last year, due largely to the net opening of
four new locations since the end of first quarter 1996 offset
slightly by a decrease in same-store sales.
4
<PAGE>
RESULTS FROM OPERATIONS
Loss from operations declined to $1.4 million in first quarter
1997 from $2.6 million recorded in first quarter 1996 due to the
elimination of the Photofinishing operating loss caused by the
creating of the joint venture, offset slightly by decreased
operating earnings in the Photography and Wall Decor segments.
<TABLE>
OPERATING EARNINGS
<CAPTION>
12 Weeks Ended
---------------------------------------
(in thousands of dollars)
April 26, April 27, Amount
1997 1996 Change
--------- --------- ---------
<S> <C> <C> <C>
Portrait Studios $ 2,843 $ 4,505 $ (1,662)
Photofinishing -- (2,076) 2,076
Wall Decor (1,254) (816) (438)
--------- --------- ---------
Total operating earnings $ 1,589 $ 1,613 $ (24)
========= ========= =========
</TABLE>
OPERATING EARNINGS
Portrait Studio operating earnings decreased 36.9% to $2.8
million in the first quarter 1997 from $4.5 million in the first
quarter 1996 due primarily to higher employment and depreciation
expenses.
The seasonally slow first quarter for the Wall Decor segment was
reflected in an operating loss of $1.3 million, an increase in
operating loss from the $816,000 recorded in the first quarter of
1996, due primarily to higher employment expenses and the
additional losses associated with the net addition of four
locations opened since first quarter 1996.
5
<PAGE>
<TABLE>
CPI CORP. INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS -
ASSETS (UNAUDITED)
(in thousands of dollars)
<CAPTION>
April 26, April 27, February 1,
1997 1996 1997
-------- -------- -----------
<S> <C> <C> <C>
Current assets:
Cash $ 1,155 $ 2,496 $ 5,226
Short-term investments 8,662 3,069 16,697
Receivables, less allowance
of $403, $1,434 and $382,
respectively 14,094 20,180 13,378
Inventories 18,120 33,652 19,280
Deferred income taxes, net - 1,819 -
Refundable income taxes 4,009 1,635 -
Prepaid expenses and other
current assets 8,291 8,558 9,104
--------- --------- ----------
Total current assets 54,331 71,409 63,685
--------- --------- ----------
Net property and equipment 129,014 168,917 130,762
Investment in Fox joint venture 46,257 - 48,105
Net assets of business held
for sale - 4,901 -
Other assets:
Intangible assets, net 506 50,544 491
Other long-term assets 3,566 3,999 3,677
--------- --------- ----------
Total assets $233,674 $299,770 $246,720
========= ========= ==========
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
6
<PAGE>
<TABLE>
CPI CORP. INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS -
LIABILITIES (UNAUDITED)
(in thousands of dollars)
<CAPTION>
April 26, April 27, February 1,
1997 1996 1997
--------- --------- -----------
<S> <C> <C> <C>
Current liabilities:
Short-term borrowings $ - $ 11,100 $ -
Current maturities of long-term
obligations 10,000 5,000 10,000
Accounts payable 13,209 25,397 15,263
Accrued expenses and other
liabilities 19,382 25,956 21,394
Income taxes - - 3,926
Deferred income taxes, net 275 - 264
--------- --------- -----------
Total current liabilities 42,866 67,453 50,847
--------- --------- -----------
Long-term obligations, less
current maturities 44,889 54,824 44,888
Other liabilities 4,005 3,993 5,473
Deferred income taxes, net 6,206 2,258 5,987
--------- --------- -----------
Total liabilities $ 97,966 $ 128,528 $ 107,195
========= ========= ===========
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
7
<PAGE>
<TABLE>
CPI CORP. INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS -
STOCKHOLDERS' EQUITY (UNAUDITED)
(in thousands of dollars except per share amounts)
<CAPTION>
April 26, April 27, February 1,
1997 1996 1997
--------- --------- -----------
<S> <C> <C> <C>
Stockholders' equity:
Preferred stock, no par value,
1,000,000 shares authorized,
no shares issued and
outstanding - - -
Preferred stock, Series A, no
par value - - -
Common stock, $0.40 par value,
50,000,000 shares authorized;
17,282,882, 17,216,792 and
17,238,873 shares outstanding
at April 26, 1997, April 27,
1996 and February 1, 1997,
respectively 6,913 6,887 6,896
Additional paid-in capital 34,000 32,919 33,283
Retained earnings 215,857 208,954 219,905
Cumulative foreign currency
translation adjustment (2,413) (1,976) (1,860)
--------- --------- ----------
254,357 246,784 258,224
Treasury stock at cost,
5,557,047, 3,302,548 and
5,552,548 shares at April 26,
1997, April 27, 1996 and
February 1, 1997, respectively (118,219) (74,533) (118,136)
Unamortized deferred
compensation-restricted stock (430) (1,009) (563)
--------- --------- ----------
Total stockholders' equity 135,708 171,242 139,525
--------- --------- ----------
Total liabilities and
stockholders' equity $233,674 $299,770 $246,720
========= ========= ==========
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS--FINANCIAL CONDITION
- --------------------------------------------------------
Total assets decreased 5.3% in first quarter 1997 from year-end
1996, reflecting decreases in cash and short-term investments
resulting from the seasonal cash needs of the business. The
balances of cash and short-term investments were $9.8 million,
$5.6 million and $21.9 million on April 26, 1997, April 27, 1996
and February 1, 1997, respectively.
Total liabilities decreased 8.6% in first quarter 1997 from
year-end, reflecting decreases in income tax and other
liabilities resulting from losses incurred in the first quarter
1997. As previously discussed in the Company's 1996 Annual
Report, the Company is in the process of restructuring its
financing to modify the restrictive covenants of its Note and
Credit Agreements, and expects a June 1997 completion date.
Stockholders' equity decreased 2.7% in first quarter 1997 from
year-end reflecting the decrease in retained earnings resulting
from the first quarter 1997 net loss and the distribution of
quarterly dividends.
9
<PAGE>
<TABLE>
CPI CORP. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands of dollars)
<CAPTION>
12 Weeks Ended
-------------------
April 26, April 27,
1997 1996
-------- --------
<S> <C> <C>
Cash flows used in operating activities $(6,535) $ (523)
Cash flows provided by (used in)
financing activities:
Proceeds from the issuance of
short-term debt - 8,225
Repayment of long-term debt (17) -
Issuance of common stock to
employee stock plans 734 867
Cash dividends (1,636) (1,941)
Purchase of treasury stock (83) -
-------- --------
Cash flows provided by (used in)
financing activities (1,002) 7,151
-------- --------
Cash flows provided by (used in)
investing activities:
Additions to property and equipment (4,446) (9,440)
-------- --------
Effect of exchange rate changes on
cash and equivalents (123) 46
-------- --------
Net decrease in cash and cash equivalents (12,106) (2,766)
Cash and cash equivalents at
beginning of year 21,923 8,331
-------- --------
Cash and cash equivalents at end of period $ 9,817 $ 5,565
======== ========
Supplemental cash flow information:
Interest paid $ 1,755 $ 2,029
======== ========
Income taxes paid $ 6,374 $ 8,111
======== ========
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
10
<PAGE>
<TABLE>
CPI CORP. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
RECONCILIATION OF NET EARNINGS TO CASH FLOWS PROVIDED BY
OPERATING
ACTIVITIES (UNAUDITED) (in thousands of dollars)
<CAPTION>
12 Weeks Ended
-------------------
April 26, April 27,
1997 1996
-------- --------
<S> <C> <C>
Net loss from continuing operations $(2,411) $(2,120)
Adjustments for items not requiring cash:
Depreciation and amortization 6,667 9,441
Deferred income taxes 230 242
Deferred compensation (1,468) (1,483)
Interest in joint venture 1,849 -
Other (657) (611)
Decrease (increase) in current assets:
Receivables and inventories 444 (1,901)
Assets held for resale - 154
Prepaid expenses and other current assets 812 2,174
Increase (decrease) in current liabilities:
Accounts payable, accrued expenses
and other liabilities (4,066) 2,860
Income taxes (7,935) (9,279)
-------- --------
Cash flows used in operating activities $(6,535) $ (523)
======== ========
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
11
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS--CASH FLOWS
- ------------------------------------------------
Capital expenditures for first quarter 1997 were $4.4 million,
down from the $9.4 million incurred in first quarter 1996.
Planned capital expenditures for 1997 are expected to be lower
than the $34.7 million spent in 1996.
Through operating cash flows and borrowings under the revolving
credit agreement, the Company believes it has sufficient
liquidity over the course of the year to meet cash requirements
for operations, planned capital expenditures and dividends to
shareholders.
12
<PAGE>
<TABLE>
CPI CORP. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS' EQUITY - COMMON STOCK, ADDITIONAL PAID-IN CAPITAL
AND RETAINED EARNINGS (UNAUDITED) (in thousands of dollars except
per share amounts)
Fifty-two weeks ended February 1, 1997, and Twelve weeks ended
April 26, 1997
<CAPTION>
Add'l
Common Paid-In Retained
Stock Capital Earnings
------- -------- ---------
<S> <C> <C> <C>
Balance at February 3, 1996 $6,868 $32,071 $213,015
Issuance of common stock:
Profit sharing plan and trust
(40,725 shares) 16 754 -
Stock bonus plan (6,825 shares) 3 96 -
Employee stock plans (21,921 shares) 9 362 -
Foreign currency translation - - -
Dividends ($0.56 per common share) - - (7,473)
Net earnings - - 14,363
Purchase of treasury stock, at cost - - -
Amortization of deferred
compensation-restricted stock - - -
------- -------- ---------
Balance at February 1, 1997 $6,896 $33,283 $219,905
Issuance of common stock:
Profit sharing plan and trust
(41,439 shares) 16 681 -
Employee stock plans (2,569 shares) 1 36 -
Foreign currency translation - - -
Dividends ($0.14 per common share) - - (1,637)
Net earnings - - (2,411)
Purchase of treasury stock, at cost - - -
Amortization of deferred
compensation-restricted stock - - -
------- -------- ---------
Balance at April 26, 1997 $6,913 $34,000 $215,857
======= ======== =========
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
13
<PAGE>
<TABLE>
CPI CORP. INTERIM CONDENSED CPI CORP. INTERIM CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY -
CUMULATIVE FOREIGN CURRENCY TRANSLATION ADJUSTMENT AND TREASURY
STOCK AT COST (UNAUDITED) (in thousands of dollars except per
share amounts)
Fifty-two weeks ended February 1, 1997 and Twelve weeks ended
April 26, 1997
<CAPTION>
Cumulative
Foreign
Currency Treasury
Translation Stock
Adjustment At Cost
----------- ----------
<S> <C> <C>
Balance at February 3, 1996 $ (2,109) $ (74,533)
Issuance of common stock:
Profit sharing plan and trust
(40,725 shares) - -
Stock bonus plan (6,825 shares) - -
Employee stock plans (21,921 shares) - -
Foreign currency translation 249 -
Dividends ($0.56 per common share) - -
Net earnings - -
Purchase of treasury stock, at cost (43,603)
Amortization of deferred
compensation-restricted stock - -
----------- ----------
Balance at February 1, 1997 $ (1,860) $(118,136)
Issuance of common stock:
Profit sharing plan and trust
(41,439 shares) - -
Employee stock plans (2,569 shares) - -
Foreign currency translation (553) -
Dividends ($0.14 per common share) - -
Net earnings - -
Purchase of treasury stock, at cost - (83)
Amortization of deferred
compensation-restricted stock - -
----------- ----------
Balance at April 26, 1997 $ (2,413) $(118,219)
=========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
14
<PAGE>
<TABLE>
CPI CORP. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS' EQUITY - DEFERRED COMPENSATION-RESTRICTED STOCK AND
TOTAL (UNAUDITED) (in thousands of dollars except per share
amounts)
Fifty-two weeks ended February 1, 1997 and Twelve weeks ended
April 26, 1997
<CAPTION>
Deferred
Compensation-
Restricted
Stock Total
------------- ---------
<S> <C> <C>
Balance at February 3, 1996 $ (1,144) $174,168
Issuance of common stock:
Profit sharing plan and trust
(40,725 shares) - 770
Stock bonus plan (6,825 shares) - 99
Employee stock plans (21,921 shares) - 371
Foreign currency translation - 249
Dividends ($0.56 per common share) - (7,473)
Net earnings - 14,363
Purchase of treasury stock, at cost (43,603)
Amortization of deferred
compensation-restricted stock 581 581
------------- ---------
Balance at February 1, 1997 $ (563) $139,525
============= =========
Issuance of common stock:
Profit sharing plan and trust
(41,439 shares) - 697
Employee stock plans (2,569 shares) - 37
Foreign currency translation - (553)
Dividends ($0.14 per common share) - (1,637)
Net earnings - (2,411)
Purchase of treasury stock, at cost - (83)
Amortization of deferred
compensation-restricted stock 133 133
------------ ---------
Balance at April 26, 1997 $ (430) $135,708
============ =========
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
15
<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 26, 1997, April 27,
1996 and February 1, 1997 and the results of its operations
and changes in its cash flows for the 12 weeks ended April 26,
1997 and April 27, 1996. 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 1, 1997.
2. The components of net interest expense are as follows:
<TABLE>
<CAPTION>
April 26, 1997 April 27, 1996
-------------- --------------
<S> <C> <C>
Interest expense $ 830 $ 1,018
Interest income (235) (48)
-------------- --------------
Net interest expense $ 595 $ 970
============== ==============
</TABLE>
3. Short-term investments are comprised of money market
instruments which aggregated $8.7 million, $3.1 million and
$16.7 million as of April 26, 1997, April 27, 1996, and
February 1, 1997, respectively, and are stated at cost which
approximates market.
4. In October 1996, the Company entered into a joint venture with
Eastman Kodak Company, thereby reducing its ownership in its
retail photofinishing business previously conducted by the
Company's Fox Photo, Inc. and Proex Photo Systems, Inc.
subsidiaries to 49%. The 49% ownership of the new joint
venture is accounted for under the equity method and is
reflected as an investment in Fox joint venture within the
financial statements.
16
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 6(a). EXHIBITS
Exhibit 11 - Computation of Earnings per Common Share
for 12 weeks.
Exhibit 27 - Financial Data Schedule
PART II. OTHER INFORMATION
ITEM 6(b) REPORTS ON FORM 8-K
- On April 11, 1997, CPI Corp. reported the issuance of a
press release on April 4, 1997 announcing the fourth
quarter and fiscal 1996 results from continuing
operations, with sales of $467.0 million compared with
the prior year's $526.7 million. The lower revenues
reflect the sale of a 51% interest in the Company's
Fox Photo, Inc. photofinishing division to Eastman
Kodak Company in October 1996, with subsequent revenues
of that business being reported separately by the joint
venture.
- In April of 1997, the Company amended its $60 Million
Revolving Credit Agreement with three banks (originally
filed on Form 10-Q with the Securities and Exchange
Commission and dated September 1, 1995) and Note
Agreement with two insurance companies (originally filed
on Form 10-Q with the Securities and Exchange Commission
and dated September 3, 1993). These amendments were filed
as a Form 8-K labeled Item 5 (A), Second Amendment to
Revolving Credit Agreement, and Item 5 (B), Letter
Amendment No. 5.
17
<PAGE>
SIGNATURE
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.
By: /s/ Barry Arthur
---------------------------
Barry Arthur
Authorized Officer and
Principal Financial Officer
DATE: June 6, 1997
18
<PAGE>
<TABLE>
EXHIBIT INDEX
<CAPTION>
PAGE
<S> <C>
PART I.
Item 6(a) Exhibits
Exhibit 11 - Computation of Earnings
Per Share - 12 weeks 20
Exhibit 27 - Financial Data Schedule
</TABLE>
19
PART I. ITEM 6(a) EXHIBITS EXHIBIT 11
<TABLE>
CPI CORP. COMPUTATION OF EARNINGS PER COMMON SHARE
<CAPTION>
12 Weeks Ended
---------------------
(in thousands of dollars)
April 26, April 27,
1997 1996
--------- ---------
<S> <C> <C>
Primary:
Net loss applicable to common shares: $ (2,411) $ (2,120)
========= =========
Shares (in thousands of shares):
Weighted average number of
common shares outstanding 17,283 17,217
Shares issuable under employee
stock plans - weighted average 31 38
Dilutive effect of exercise of
certain stock options 78 11
Less: Treasury stock - weighted
average (5,557) (3,303)
--------- ---------
Weighted average number of common
and common equivalent shares
outstanding 11,835 13,963
========= =========
Net loss per common and common
equivalent shares $ (0.20) $ (0.15)
========= =========
</TABLE>
20
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-07-1998
<PERIOD-END> APR-26-1997
<CASH> 1,155
<SECURITIES> 8,662
<RECEIVABLES> 14,497
<ALLOWANCES> 403
<INVENTORY> 18,120
<CURRENT-ASSETS> 54,331
<PP&E> 231,050
<DEPRECIATION> 102,036
<TOTAL-ASSETS> 233,674
<CURRENT-LIABILITIES> 42,866
<BONDS> 0
<COMMON> 6,913
0
0
<OTHER-SE> 128,795
<TOTAL-LIABILITY-AND-EQUITY> 233,674
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<PAGE>
</TABLE>
