CPI CORP
8-K, 1998-04-13
PERSONAL SERVICES
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               SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C. 20549

                            FORM 8-K

                         CURRENT REPORT



             Pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934



Date of Report (Date of earliest event reported) April 9, 1998





                           CPI CORP. 
________________________________________________________________
  (exact name of registrant as specified in its charter)



    Delaware                  0-11227              43-1256674
________________________________________________________________
(State or other jurisdiction (Commission file   (IRS Employer
 of incorporation)             Number)       Identification No.)




1706 Washington Avenue, St. Louis, Missouri        63103-1790
_________________________________________________________________
(Address of principal executive offices)            (Zip code)




Registrants' telephone number, including area code (314) 231-1575
_________________________________________________________________




_________________________________________________________________
(Former name or former address, if changes since last report.)


<PAGE>
ITEM 5.  OTHER ITEMS

On April 9, 1998 CPI Corp. issued the following press release
announcing fourth quarter and fiscal 1997 results:

 - Portrait Studio earnings increase 26% for the quarter and
   25% for the year, while Wall Decor results decline in both
   periods.  Studio gains due to increase in sales and
   continued margin improvement.
 - Diluted 1997 EPS of $1.07 vs. $1.06 in 1996, including
   contrasting effects of 1997's loss and 1996's gain from      
   sale of interest in joint venture, and 49% share of the
   venture's 1997 losses.
 - Diluted fourth quarter EPS of $1.22 compared with $1.03 in   
   1996 fourth quarter.

     CPI REPORTS FOURTH QUARTER AND FISCAL 1997 RESULTS

     St. Louis, MO, April 9, 1998 - CPI Corp. (NYSE-CPY) today
     reported FY 1997 results, with net sales of $366.7 million
     compared with the prior year's $467.0 million.  The 1996
     total included photofinishing sales of $114.5 million for
     35 weeks of operation, compared to none in 1997, when all
     revenues were reported by the Fox Photo, Inc. joint 
     venture operated with Eastman Kodak Company.  

     CPI's 1997 net earnings were $12.7 million compared with
     $14.4 million in 1996.  These amounts reflect a 1997
     after-tax loss of $3.1 million from the sale to Kodak of
     the remaining interest in the joint venture, a 1996
     after-tax gain of $3.9 million from the sale of the
     initial interest, and other entries related to the
     operation and sale of the joint venture.  Diluted earnings
     per share were $1.07 in 1997 compared to $1.06 in the
     prior year, with 12.2% fewer weighted average common and
     common equivalent shares outstanding.  Basic earnings per
     share were $1.09 in 1997 and $1.07 in 1996.

     Operating earnings in 1997 increased 11.9% to $43.6
     million from $39.0 million, as a 25.1% gain in portrait
     studio earnings was partially offset by a $4.2 million
     negative swing in wall decor results.  With a $3.2 million
     reduction in general corporate expense, partly due to
     allocation of appropriate charges to the joint venture,
     income from operations increased 38.4% to $28.2 million
     from $20.4 million.  

     Fourth quarter 1997 revenues increased 7.5% to $119.9
     million from $111.5 million in 1996, while operating
     earnings increased 10.9% to $27.0 million from $24.3



<PAGE>
     million.  Fourth quarter net earnings were $13.9 million
     in 1997 compared to $12.3 million in 1996, while diluted
     earnings per share were $1.22 compared to $1.03 in the 
     1996 fourth quarter. 

     Discussing the PORTRAIT STUDIO segment, Alyn V. Essman,
     chairman and chief executive officer, said, "Total
     revenues in 1997 increased 4.8% to $303.7 million from
     $289.8 million in 1996.  It should be noted that the 1997
     fiscal year consisted of 53 weeks, with a 13-week fourth
     quarter instead of the usual 12-week period.  Throughout
     the year, a significant increase in the average sale more
     than offset a somewhat lower customer count.  Operating
     earnings increased 25.1% to $44.6 million from $35.7
     million on the strength of increased sales volume, and
     operating margin grew to 14.7% from 12.3%."

     Continuing, Essman said, "Sales in the WALL DECOR segment
     for the year increased marginally to $63.0 million from
     $62.7 million, and would have declined slightly without
     benefit of the 53rd week.  Operations resulted in a $1.0
     million loss compared to last year's $3.3 million
     earnings, with the decline due to lower same store sales,
     higher employment and occupancy costs, and the expense of
     converting selected stores to an expanded custom framing
     format."

     Concluding, Essman said, "We are just now completing a
     total refocusing of our core portrait studio business.  We
     continue to test a variety of product concepts and
     modifications to our studios.  Based on results we have
     seen in late 1997, we believe we have the capability to
     deliver a new level of customer service that could provide
     our company a competitive advantage for some time to come.
     It's now a matter of execution."

     This release contains certain "forward looking statements"
     that are subject to risks and uncertainties.  The
     company's actual results and performance could differ
     materially from those anticipated depending on, among
     other things, customer demand for the company's services,
     and the overall level of economic activity in the
     company's major markets.  

     CPI is a consumer services company currently operating
     approximately 1,200 retail locations, including 1,026
     Sears Portrait Studios in the U.S., Puerto Rico and
     Canada, and 156 Prints Plus wall decor locations.





<PAGE>
<TABLE>
CONDENSED STATEMENT OF EARNINGS - FOR THE 13 AND 12 WEEKS ENDED
FEBRUARY 7, 1998 AND FEBRUARY 1, 1997 
(in thousands of dollars except per share amounts - unaudited)
<CAPTION>
                                     13 vs. 12 Weeks Ended
                                    -----------------------
                                     02/07/98     02/01/97 
                                    ----------   ----------
<S>                                 <C>          <C>
Net Sales:
  Portrait studios                  $  98,043    $  90,186 
  One-hour photofinishing                   -            -
  Wall decor                           21,834       21,305
                                    ----------   ----------
   Total net sales                  $ 119,877    $ 111,491 

Operating earnings:
  Portrait studios                  $  24,724    $  19,547 
  One-hour photofinishing                   -            - 
  Wall decor                            2,232        4,750 
                                    ----------   ----------
   Total operating earnings            26,956       24,297 
General corporate expense               6,059        4,198 
                                    ----------   ----------
Income from operations                 20,897       20,099 
Net interest expense                     (224)         616 
Interest in joint venture loss              -          (55)
Gain (loss) from sale
 minority interest                          -            - 
Other Income                            1,316           21 
                                    ----------   ----------
Earnings from operations
   before income taxes                 22,437       19,449 
Income tax expense                      8,495        7,196 
                                    ----------   ----------
Net earnings                        $  13,942    $  12,253 
                                    ==========   ==========
Earnings per common share:
  Diluted                           $    1.22     $   1.03 
  Basic                             $    1.25     $   1.04 

Weighted average number of common 
 and common equivalent shares 
 outstanding:   
  Diluted                              11,448       11,861 
  Basic                                11,194       11,740 
</TABLE>





<PAGE>
<TABLE>
CONDENSED STATEMENT OF EARNINGS - FOR THE 53 AND 52 WEEKS ENDED
FEBRUARY 7, 1998 AND FEBRUARY 1, 1997 
(in thousands of dollars except per share amounts - unaudited)
<CAPTION>
                                     53 vs. 52 Weeks Ended
                                    -----------------------
                                     02/07/98     02/01/97 
                                    ----------   ----------
<S>                                 <C>          <C>
Net Sales:
  Portrait studios                  $ 303,666    $ 289,840 
  One-hour photofinishing                   -      114,518 
  Wall decor                           63,035       62,676
                                    ----------   ----------
   Total net sales                  $ 366,701    $ 467,034 

Operating earnings:
  Portrait studios                  $  44,597    $  35,656 
  One-hour photofinishing                   -           82 
  Wall decor                             (964)       3,252 
                                    ----------   ----------
   Total operating earnings            43,633       38,990 
General corporate expense              15,435       18,618 
                                    ----------   ----------
Income from operations                 28,198       20,372 
Net interest expense                    2,001        3,769 
Interest in joint venture loss         (3,304)        (485)
Gain (loss) from sale
 minority interest                     (4,189)       6,180 
Other Income                            2,193          501 
                                    ----------   ----------
Earnings from operations
  before income taxes                  20,897       22,799 
Income tax expense                      8,184        8,436 
                                    ----------   ----------
Net earnings                        $  12,713    $  14,363 
                                    ==========   ==========
Earnings per common share:
  Diluted                           $    1.07    $    1.06 
  Basic                             $    1.09    $    1.07 

Weighted average number of common 
 and common equivalent shares 
 outstanding:   
  Diluted                              11,871       13,518 
  Basic                                11,647       13,420 
</TABLE>





<PAGE>
<TABLE>
CONDENSED BALANCE SHEETS - FOR FEBRUARY 7, 1998 AND 
FEBRUARY 1, 1997 (in thousands of dollars - unaudited)


<CAPTION>
                                     FEBRUARY 7,   FEBRUARY 1,
                                        1998          1997    
                                     -----------   -----------
<S>                                  <C>           <C>       
ASSETS

  Current assets:
   Cash and short-term investments   $  15,293     $  21,923 
   Other current assets                 79,113        41,762 
  Net property and equipment           124,718       130,762 
  Minority interest                          -        48,105 
  Other assets                           9,637         4,168 
                                     ----------    ----------
    Total assets                     $ 228,761     $ 246,720 
                                     ==========    ==========



LIABILITIES AND STOCKHOLDERS' EQUITY

  Current liabilities                $  47,442     $  50,847 
  Long-term obligations                 59,482        44,888 
  Other liabilities                     19,745        11,460 
  Stockholders' equity                 102,092       139,525 
                                     ----------    ----------
    Total liabilities and
      stockholders' equity           $ 228,761     $ 246,720 
                                     ==========    ==========

</TABLE>

















<PAGE>
ITEM 5.  OTHER ITEMS

On April 9, 1998 CPI Corp. issued the following press release
reporting corrected fourth quarter 1997 results:

    CPI CORP. REPORTS CORRECTED FOURTH QUARTER 1997 RESULTS

     St. Louis, MO., April 9, 1998 - CPI Corp. (NYSE-CPY)
     reported late this afternoon a corrected statement of
     earnings for its fourth quarter of fiscal year 1997.
     The original statement, which was issued earlier today,
     contained an overstatement of corporate overhead expenses
     for the fourth quarter and a corresponding understatement
     of fourth quarter earnings.  The corrected diluted and
     basic earnings per share for the fourth quarter of 1997
     were $1.26 and $1.29, respectively.  This correction has
     no impact on total earnings for fiscal year 1997, which
     were correct as originally reported.  A corrected
     statement is attached.

     CPI is a consumer services company currently operating
     approximately 1,200 retail locations, including 1,026
     Sears Portrait Studios in the U.S., Puerto Rico and
     Canada, and 156 Prints Plus wall decor locations.





























<PAGE>
<TABLE>
CONDENSED STATEMENT OF EARNINGS - FOR THE 13 AND 12 WEEKS ENDED
FEBRUARY 7, 1998 AND FEBRUARY 1, 1997 
(in thousands of dollars except per share amounts - unaudited)
<CAPTION>
                                     13 vs. 12 Weeks Ended
                                    -----------------------
                                     02/07/98     02/01/97 
                                    ----------   ----------
<S>                                 <C>          <C>
Net Sales:
  Portrait studios                  $  98,043    $  90,186 
  One-hour photofinishing                   -            -
  Wall decor                           21,834       21,305
                                    ----------   ----------
   Total net sales                  $ 119,877    $ 111,491 

Operating earnings:
  Portrait studios                  $  24,724    $  19,547 
  One-hour photofinishing                   -            - 
  Wall decor                            2,232        4,750 
                                    ----------   ----------
   Total operating earnings            26,956       24,297 
General corporate expense               5,537        4,198 
                                    ----------   ----------
Income from operations                 21,419       20,099 
Net interest expense                     (225)         616 
Interest in joint venture loss              -          (55)
Gain (loss) from sale
 minority interest                          -            - 
Other Income                            1,316           21 
                                    ----------   ----------
Earnings from operations
  before income taxes                  22,960       19,449 
Income tax expense                      8,495        7,196 
                                    ----------   ----------
Net earnings                        $  14,465    $  12,253 
                                    ==========   ==========
Earnings per common share:
  Diluted                           $    1.26     $   1.03 
  Basic                             $    1.29     $   1.04 
                                    
Weighted average number of common 
 and common equivalent shares 
 outstanding:   
  Diluted                              11,448       11,861 
  Basic                                11,194       11,740 
</TABLE>





<PAGE>
<TABLE>
CONDENSED STATEMENT OF EARNINGS - FOR THE 53 AND 52 WEEKS ENDED
FEBRUARY 7, 1998 AND FEBRUARY 1, 1997 
(in thousands of dollars except per share amounts - unaudited)
<CAPTION>
                                     53 vs. 52 Weeks Ended
                                    -----------------------
                                     02/07/98     02/01/97 
                                    ----------   ----------
<S>                                 <C>          <C>
Net Sales:
  Portrait studios                  $ 303,666    $ 289,840 
  One-hour photofinishing                   -      114,518 
  Wall decor                           63,035       62,676
                                    ----------   ----------
   Total net sales                  $ 366,701    $ 467,034 

Operating earnings:
  Portrait studios                  $  44,597    $  35,656 
  One-hour photofinishing                   -           82 
  Wall decor                             (964)       3,252 
                                    ----------   ----------
   Total operating earnings            43,633       38,990 
General corporate expense              15,435       18,618 
                                    ----------   ----------
Income from operations                 28,198       20,372 
Net interest expense                    2,001        3,769 
Interest in joint venture loss         (3,304)        (485)
Gain (loss) from sale
 minority interest                     (4,189)       6,180 
Other Income                            2,193          501 
                                    ----------   ----------
Earnings from operations
  before income taxes                  20,897       22,799 
Income tax expense                      8,184        8,436 
                                    ----------   ----------
Net earnings                        $  12,713    $  14,363 
                                    ==========   ==========
Earnings per common share:
  Diluted                           $    1.07    $    1.06 
  Basic                             $    1.09    $    1.07 

Weighted average number of common 
 and common equivalent shares 
 outstanding:   
  Diluted                              11,871       13,518 
  Basic                                11,647       13,420 
</TABLE>





<PAGE>



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. 
                                        (Registrant)





                             /s/  Barry Arthur                
                                  ----------------------------
                                  Barry Arthur
                                  Authorized Officer and
                                  Principal Financial Officer


Dated:  April 13, 1998























<PAGE>


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