CPI CORP
8-K, 1998-09-01
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 recorded) August 25, 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's telephone number including area code:(314)231-1575




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




<PAGE>


ITEM 5.  OTHER EVENTS

A. On August 25, 1998, CPI Corp. issued the following press
   release announcing second quarter results.

   CPI CORP. ANNOUNCES SECOND QUARTER RESULTS
      - Diluted EPS of 13 cents, versus 12 cents in FY 1997
        quarter
      - Lower operating earnings offset by other income and
        reduced expenses
      - Encouraging trend in Sears Portrait Studio sales

   ST. LOUIS, MO., August 25, 1998 - CPI Corp. (NYSE-CPY) today
   reported 1998 second quarter net earnings of $1.4 million,
   the same as in the comparable 1997 period.  Although sales
   in the quarter increased 3.7% to $71.0 million from $68.5
   million, as the Portrait Studio and Wall Decor segments both
   recorded moderate gains, operating earnings declined to $3.8
   million from $5.8 million, with the reduction due mainly to
   increased expenses in the portrait studios.
   
   The current quarter's results were bolstered by $1.2 million
   in pro-rata amortization of $10 million received from Kodak
   in relation to a non-compete agreement, plus a reduction of
   $0.3 million in general corporate expense and $0.6 million
   lower net interest expense.  Even though net earnings were
   flat, EPS was 13 cents versus 12 cents in the comparable
   1997 period, due to 13.4% fewer weighted average common and
   equivalent shares outstanding on a diluted basis.

   For the 24 weeks ended July 25, 1998, net earnings were $0.9
   million versus a net loss of $1.0 million in the prior year's
   comparable period.  The current period's results included $2.3
   million in amortization of the Kodak non-compete agreement,
   while the prior period reflected a $1.8 million loss from
   CPI's interest in the since-disposed-of joint venture in Fox
   Photo, Inc.

   Discussing second quarter results, Alyn V. Essman, chairman
   and chief executive officer, said, "Sales in the Sears
   Portrait Studios increased to $58.3 million compared to the
   prior year's $56.4 million, as customer traffic and the
   average transaction both showed moderate gains.  Operating
   earnings declined to $4.9 million from $6.8 million, however,
   as a result primarily of higher employment costs and, to a
   lesser degree, to increased advertising expenses.  It should
   be noted that this quarter's comparisons were up against very
   strong results recorded last year, when sales increased by
   9.5% and operating earnings doubled over the prior year's
   level.  We are encouraged that sales have shown accelerating
   improvement throughout the second quarter, and that the trend
   has continued in the first four weeks of the third quarter."
<PAGE>


   Turning to the Wall Decor segment, Essman said, "Second 
   quarter sales increased 4.6% to $12.7 million compared to
   $12.1 million in the 1997 period.  Operating losses were
   slightly higher at $1.1 million compared to $1.0 million,
   with higher occupancy costs being the most significant of
   several variances."

   The statements contained in this report which are not
   historical facts are forward-looking statements that
   involved risks and uncertainties.  Management wishes to
   caution the reader that these forward-looking statements,
   such as the Company's outlook for Sears Portrait Studios
   and Prints Plus, are not predictions; actual events or
   results may differ materially as a result of risks facing
   the Company.  Such risks include, but are not limited to, the
   Company's ongoing ability to develop and introduce attractive
   new products, the overall level of economic activity in the
   Company's major markets, the effectiveness of marketing
   activities of major competitors, manufacturing interruptions,
   dependence on certain suppliers, fluctuations in operating
   results, the attraction and retention of qualified personnel,
   Year 2000 compliance issues and other risks as may be
   described in the Company's filings with the Securities and
   Exchange Commission, including its Form 10-K for the year
   ended February 7, 1998.

   CPI is a consumer services company with $366.7 million in 
   fiscal 1997 sales, operating approximately 1,200 retail
   locations, including 1,027 Sears Portrait Studios in the
   U.S., Puerto Rico and Canada, 154 Prints Plus wall decor
   stores. 





















<PAGE>


<TABLE>
CPI CORP.
CONDENSED STATEMENTS OF EARNINGS - FOR THE 12 WEEKS ENDED
JULY 25, 1998 and July 19, 1997 
(in thousands except per share amounts) (Unaudited)
<CAPTION>
                                     12 Weeks Ended     
                                 ---------------------- 
                                  07/25/98    07/19/97  
                                 ----------  ---------- 
<S>                              <C>         <C>        
Net Sales:
  Portrait studios               $  58,330   $  56,383  
  Wall decor                        12,667      12,111  
  Photofinishing                         -           -  
                                 ----------  ---------- 
   Total net sales               $  70,997   $  68,494  

Operating earnings:
  Portrait studios               $   4,879   $   6,822  
  Wall decor                        (1,080)     (1,038) 
  Photofinishing                         -           -  
                                 ----------  ---------- 
   Total operating earnings          3,799       5,784  

General corporate expense            2,598       2,873  
                                 ----------  ---------- 
Income (loss) from operations        1,201       2,911  
Net interest expense                   283         920  
Interest in joint venture gain
  (loss)                                 -          19  
Gain (loss) on sale of interest
  in Photofinishing segment              -           -  
Other income                         1,216         188  
                                 ----------  ---------- 
Earnings (loss) from operations
  before income taxes                2,134       2,198  
Income tax expense (benefit)           747         813  
                                 ----------  ---------- 
Net earnings (loss)              $   1,387   $   1,385  
                                 ==========  ========== 
Earnings (loss) per common share:
  Diluted                        $    0.13   $    0.12
  Basic                          $    0.14   $    0.12
Weighted average number of common
  and common equivalent shares 
  outstanding:
    Diluted                         10,323      11,921  
    Basic                           10,015      11,762

</TABLE>

<PAGE>


<TABLE>
CPI CORP.
CONDENSED STATEMENTS OF EARNINGS - FOR THE 24 WEEKS ENDED
JULY 25, 1998 and JULY 19, 1997 
(in thousands except per share amounts) (Unaudited)
<CAPTION>
                                     24 Weeks Ended     
                                 ---------------------- 
                                  07/25/98    07/19/97  
                                 ----------  ---------- 
<S>                              <C>         <C>        
Net Sales:
  Portrait studios               $ 118,475   $ 114,457  
  Wall decor                        25,876      24,211  
  Photofinishing                         -           -  
                                 ----------  ---------- 
   Total net sales               $ 144,351   $ 138,668  

Operating earnings:
  Portrait studios               $   6,522   $   9,664  
  Wall decor                        (1,946)     (2,292) 
  Photofinishing                         -           -  
                                 ----------  ---------- 
   Total operating earnings          4,576       7,372  
General corporate expense            5,177       5,906  
                                 ----------  ---------- 
Income (loss) from operations         (601)      1,466  
Net interest expense                   512       1,515  
Interest in joint venture gain
  (loss)                                 -      (1,830) 
Gain (loss) on sale of interest
  in Photofinishing segment              -           -  
Other income                         2,469         249  
                                 ----------  ---------- 
Earnings (loss) from operations
  operations before income taxes     1,356      (1,630) 
Income tax expense (benefit)           475        (603) 
                                 ----------  ---------- 
Net earnings (loss)              $     881   $  (1,027) 
                                 ==========  ========== 
Earnings (loss) per common share:
  Diluted                        $    0.09   $   (0.09)
  Basic                          $    0.09   $   (0.09)

Weighted average number of common
  and common equivalent shares 
  outstanding:
    Diluted                         10,277      11,744 
    Basic                            9,965      11,744 

</TABLE>

<PAGE>


<TABLE>
CPI CORP. 
CONDENSED STATEMENTS OF EARNINGS - FOR THE 53 WEEKS ENDED 
JULY 25, 1998 and THE 52 WEEKS ENDED JULY 19, 1997 
(in thousands except per share amounts) (Unaudited)
<CAPTION>
                                  53 Weeks    52 Weeks
                                   Ended       Ended
                                 ----------  ---------- 
                                  07/25/98    07/19/97  
                                 ----------  ---------- 
<S>                              <C>         <C>        
Net Sales:
  Portrait studios               $ 307,683   $ 295,943  
  Wall decor                        64,700      63,214  
  Photofinishing                         -      36,438  
                                 ----------  ---------- 
   Total net sales               $ 372,383   $ 395,595  

Operating earnings:
  Portrait studios               $  41,454   $  37,433  
  Wall decor                          (618)      2,238  
  Photofinishing                         -         440  
                                 ----------  ---------- 
   Total operating earnings         40,836      40,111  
General corporate expense           14,706      15,293  
                                 ----------  ---------- 
Income (loss) from operations       26,130      24,818  
Net interest expense                   997       3,277  
Interest in joint venture gain
  (loss)                            (1,475)     (2,314) 
Gain (loss) on sale of interest
  in Photofinishing segment         (4,189)      6,180  
Other income                         4,414         419  
                                 ----------  ---------- 
Earnings (loss) from operations
  before income taxes               23,883      25,826  
Income tax expense (benefit)         9,262       9,556  
                                 ----------  ---------- 
Net earnings (loss)              $  14,621   $  16,270  
                                 ==========  ========== 
Earnings (loss) per common share:
  Diluted                        $    1.31   $    1.30 
  Basic                          $    1.35   $    1.31 

Weighted average number of common
  and common equivalent shares 
  outstanding:
    Diluted                         11,146      12,547 
    Basic                           10,842      12,417 

</TABLE>
<PAGE>


<TABLE>
CPI CORP.
CONDENSED BALANCE SHEETS - FOR JULY 25, 1998 and
JULY 19, 1997 (In Thousands - Unaudited)


<CAPTION>
                                       JULY 25,      JULY 19,  
                                         1998          1997    
                                     -----------   ------------
<S>                                  <C>           <C>         
Assets

  Current assets:
   Cash and short-term investments   $    6,835    $    12,019 
   Other current assets                  81,035         48,478 
  Net property and equipment            118,207        129,259 
  Investment in Fox joint venture             -         46,276 
  Other assets                            9,149          6,357 
                                     -----------   ------------
    Total assets                     $  215,226    $   242,389 
                                     ===========   ============


Liabilities and stockholders' equity

  Current liabilities                $   36,107    $    36,656 
  Long-term obligations                  59,521         60,108 
  Other liabilities                      17,440          9,993 
  Stockholders' equity                  102,158        135,632 
                                     -----------   ------------
    Total liabilities and
      stockholders' equity           $  215,226    $   242,389 
                                     ===========   ============

</TABLE>
















<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.           
                                        (Registrant)





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


Dated:  September 1, 1998

























<PAGE>


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