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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 1-7927
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [ X ] Form 10-Q
[ ] Form N-SAR
For Period Ended: July 31, 1994
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
________________________________________________
Read attached instruction sheet before preparing form. Please print or
type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
_________________________
________________________________________________________________________________
PART I. REGISTRANT INFORMATION
Full name of registrant House of Fabrics, Inc.
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Former name if applicable
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Address of principal executive office (Street and number)
13400 Riverside Drive
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City, State and Zip Code Sherman Oaks, California 91423
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PART II. RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
[ X ] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[ X ] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on
or before the 15th calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
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[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III. NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.) See Attachment A.
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PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Donald W. Boyer (818) 995-7000
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(Name) (Area code) (Telephone number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [_] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X] Yes [_] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made. See Attachment B.
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HOUSE OF FABRICS, INC.
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date September 15, 1994 By /s/ DONALD W. BOYER
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Name: Donald W. Boyer
Title: Senior Vice President and
Chief Financial Officer
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ATTACHMENT A
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House of Fabrics, Inc. (the "Company") and the lenders (the "Lenders")
that are party to the Amended and Restated Revolving Credit Agreement dated as
of November 30, 1993 among the Company, certain subsidiaries of the Company, the
Lenders and Bank of America National Trust and Savings Association, as agent for
the Lenders (as amended from time to time, the "Credit Agreement"), have
recently executed two amendments to the Credit Agreement. Neither amendment,
however, will become effective until the satisfaction of certain conditions
relating thereto, which conditions the Company currently anticipates will be
satisfied on or prior to September 19, 1994. Such amendments, if they become
effective, will materially affect the information to be set forth in
Management's Discussion and Analysis of Financial Condition and Results of
Operation to be included in the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended July 31, 1994 (the "Quarterly Report"). Such amendments, if
they become effective, will also affect certain information to be set forth in
the notes to the consolidated financial statements that will be included in the
Quarterly Report.
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ATTACHMENT B
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Sales for the quarter ended July 31, 1994 decreased 14.8% to
$110,114,000 from $129,240,000 for the quarter ended July 31, 1993. The
decrease in sales of $19,126,000 was primarily due to the elimination of sales
for the mall stores under the 1993 plan of restructuring approved by the Board
of Directors effective September 1, 1993 (the "1993 Plan") for the quarter ended
July 31, 1994 of $7.3 million and a 5.6% decrease in store-for-store sales.
During the quarter ended July 31, 1994, the Company did not open any new super
stores and closed 4 older super stores.
The decrease in store-for-store sales resulted in part from the
generally poor economic conditions (including California, which has 149 of the
Company's super stores as of July 31, 1994) and the competitive pressure in the
fabric retailing industry in general which resulted in continued pressure on
margins. The Company believes these factors may continue to adversely affect
sales for the remainder of fiscal 1995 and possibly beyond. The Company will
continue to close unprofitable super stores in addition to mall stores during
the remainder of fiscal 1995 under the 1993 Plan and the 1994 plan of
restructuring approved by the Board of Directors effective August 26, 1994.
Gross profit as a percentage of sales decreased to 41.2% for the
quarter ended July 31, 1994 from 44.8% for the quarter ended July 31, 1993.
This decrease was largely due to a reduction in the opening markup slightly
offset by lower markdowns.
Store and operating expense as a percent of sales increased slightly
to 41.1% for the quarter ended July 31, 1994 from 40.6% for the quarter ended
July 31, 1993. This increase was mainly due to a small increase in rent and
advertising expenses offset by a decrease in payroll expense. General and
administrative expense as a percent of sales also increased slightly to 7.4%
from 7.0% in the same period in the prior year. Interest expense for the quarter
ended July 31, 1994 increased $2,057,000 over the quarter ended July 31, 1993
primarily as a result of an increase in the Company's average effective
borrowing rate from 4.6% in the quarter ended July 31, 1993 to 9.1% in the
quarter ended July 31, 1994.
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HOUSE OF FABRICS, INC.
Summary of Consolidated Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
July 31
1994 1993
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<S> <C> <C>
Sales $110,114,000 $129,240,000
Expenses:
Cost of Sales $ 64,784,000 $ 71,277,000
Selling, General & Administrative $ 53,321,000 $ 61,504,000
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Operating Loss $ (7,991,000) $ (3,541,000)
Interest Expense $ 3,766,000 $ 1,709,000
Intangibles Amortization $ 365,000 $ 324,000
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Loss Before Income Taxes $(12,122,000) $ (5,574,000)
Income Tax Benefit $ (474,000) $ (1,542,000)
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Net Loss $(11,648,000) $ (4,032,000)
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Net Loss Per Share $ (0.85) $ (0.29)
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Average shares outstanding 13,697,107 13,846,163
<CAPTION>
Six Months Ended
July 31
1994 1993
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<S> <C> <C>
Sales $224,809,000 $257,221,000
Expenses:
Cost of Sales $126,952,000 $138,967,000
Selling, General & Administrative $104,732,000 $121,415,000
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Operating Loss $ (6,875,000) $ (3,161,000)
Interest Expense $ 6,454,000 $ 2,894,000
Intangibles Amortization $ 731,000 $ 647,000
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Loss Before Income Taxes $(14,060,000) $ (6,702,000)
Income Tax Benefit $ (942,000) $ (1,977,000)
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Net Loss $(13,118,000) $ (4,725,000)
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Net Loss Per Share $ (0.96) $ (0.34)
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Average shares outstanding 13,697,107 13,869,934
</TABLE>
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