<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- --------------------------------------------------------------------------------
FORM 10 - Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES ACT OF 1934
- --------------------------------------------------------------------------------
For the Quarter Ended October 28, 1995 Commission File No. 1-6695
- -------------------------------------- --------------------------
FABRI-CENTERS OF AMERICA, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Ohio 34-0720629
- ---------------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5555 Darrow Road
Hudson, Ohio 44236
- ---------------------------------------- ------------------------------------
(Address of principal executive offices) (Zip Code)
(216) 656 - 2600
- ----------------------------------------
(Registrant's telephone number)
Indicate by check mark whether the registrant (1) 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 (2) 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.
Shares of Class A Common Stock outstanding at December 6, 1995: 9,267,565
Shares of Class B Common Stock outstanding at December 6, 1995: 9,213,280
Sequential Page 1 of 14
<PAGE> 2
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
Fabri-Centers of America, Inc.
(Thousands of dollars)
<TABLE>
<CAPTION>
October 28, January 28,
1995 1995
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 12,837 $ 21,887
Merchandise inventories 380,303 290,560
Prepaid expenses and other current assets 9,675 11,963
Deferred income taxes 210 1,296
-------------- --------------
Total current assets 403,025 325,706
Property and equipment, at cost:
Land 1,777 1,975
Buildings 21,481 20,699
Furniture and fixtures 99,289 77,982
Leasehold improvements 38,004 33,525
-------------- --------------
160,551 134,181
Less accumulated depreciation and amortization 60,536 50,059
-------------- --------------
100,015 84,122
Mortgage receivable 7,481 7,676
Other assets 9,087 9,800
-------------- --------------
Total assets $ 519,608 $ 427,304
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 128,308 $ 96,738
Accrued expenses 18,750 28,043
Accrued income taxes 173 2,678
-------------- --------------
Total current liabilities 147,231 127,459
Long-term debt 138,200 70,000
Convertible subordinated debentures 56,983 56,983
Deferred income taxes 9,976 9,818
Other long-term liabilities 1,511 1,325
Shareholders' equity:
Common Stock:
Class A 498 989
Class B 496 --
Additional paid-in capital 73,561 72,921
Other (1,903) (2,556)
Retained earnings 102,249 99,336
-------------- --------------
174,901 170,690
Treasury stock, at cost (9,194) (8,971)
-------------- --------------
Total shareholders' equity 165,707 161,719
-------------- --------------
Total liabilities and shareholders' equity $ 519,608 $ 427,304
============== ==============
</TABLE>
See notes to consolidated financial statements
Page 2
<PAGE> 3
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Fabri-Centers of America, Inc.
(Thousands of dollars, except share and per share data)
<TABLE>
<CAPTION>
Thirteen Weeks Ended Thirty-Nine Weeks Ended
--------------------------- ----------------------------
October 28, October 29, October 28, October 29,
1995 1994 1995 1994
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $ 214,431 $ 175,434 $ 566,219 $ 420,961
Costs and expenses:
Cost of goods sold 115,358 95,744 310,519 236,136
Selling, general and administrative expenses 85,828 70,611 242,039 183,001
Interest expense, net 3,539 2,453 8,924 5,694
----------- ----------- ----------- ----------
204,725 168,808 561,482 424,831
----------- ----------- ----------- ----------
Earnings (loss) before income taxes 9,706 6,626 4,737 (3,870)
Income tax provision (benefit) 3,737 2,551 1,824 (1,490)
----------- ----------- ----------- ----------
Net earnings (loss) $ 5,969 $ 4,075 $ 2,913 $ (2,380)
=========== =========== =========== ==========
Net earnings (loss) per common share:
Primary $ 0.31 $ 0.22 $ 0.15 $ (0.13)
=========== =========== =========== ==========
Assuming full dilution $ 0.30 $ 0.22 $ 0.15 $ (0.13)
=========== =========== =========== ==========
Average shares and equivalents outstanding:
Primary 19,532,187 18,654,074 19,214,819 18,640,396
=========== =========== =========== ==========
Assuming full dilution 21,931,081 18,775,756 19,308,327 18,718,770
=========== =========== =========== ==========
</TABLE>
See notes to consolidated financial statements
Page 3
<PAGE> 4
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Fabri-Centers of America, Inc.
(Thousands of dollars)
<TABLE>
<CAPTION>
October 28, October 29,
Thirty-nine Weeks Ended 1995 1994
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Operating activities:
Net earnings (loss) $ 2,913 $ (2,380)
Adjustments to reconcile net earnings to net cash provided by
operations:
Cancellation of restricted stock awards (55) (10)
Depreciation and amortization and other noncash expenses 13,151 9,970
(Gain) loss on disposal of fixed assets (207) 243
Deferred income taxes 1,244 (1,879)
Working capital changes:
Merchandise inventories (89,743) (22,417)
Prepaid expenses and other current assets 2,288 2,024
Accounts payable 35,280 32,040
Accrued expenses (9,293) 6,999
Accrued income taxes (2,505) (2,954)
Net liabilities of discontinued operation -- (3,557)
---------------- ----------------
Net cash provided by (used for) operating activities (46,927) 18,079
Investing activities:
Capital expenditures (27,889) (8,202)
Acquisition of Cloth World (see Note 4)(a) (3,710) (61,829)
Mortgage receivable 195 187
Other, net 527 (1,929)
---------------- ----------------
Net cash used for investing activities (30,877) (71,773)
Financing activities:
Proceeds from long-term debt 75,900 89,500
Repayment of long-term debt (7,700) (25,000)
Other long-term liabilities 186 (80)
Proceeds from exercise of stock options 591 377
Repurchase of common stock (223) (128)
---------------- ----------------
Net cash provided by financing activities 68,754 64,669
Net increase (decrease) in cash (9,050) 10,975
Cash and cash equivalents at beginning of period 21,887 7,715
---------------- ----------------
Cash and cash equivalents at end of period $ 12,837 $ 18,690
================ ================
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 8,864 $ 6,182
Income taxes $ 3,083 $ 3,189
(a) Acquisition of Cloth World, net of cash acquired
Working capital, net of cash acquired $ -- $ (57,154)
Property and equipment -- (9,540)
Other assets -- (42)
Payable to Brown Group, Inc. (3,710) 3,710
Other liabilities -- 1,197
---------------- ----------------
Net cash used to acquire Cloth World $ (3,710) $ (61,829)
================ ================
</TABLE>
See notes to consolidated financial statements
Page 4
<PAGE> 5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Fabri-Centers of America, Inc.
October 28, 1995, January 28, 1995 and October 29, 1994
1. Basis of Presentation
The accompanying consolidated financial statements include the accounts of
Fabri-Centers of America, Inc., and its wholly owned subsidiaries (the
"Company") and have been prepared without audit, pursuant to the rules of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to those rules and regulations, although,
the Company believes that the disclosures, herein, are adequate to make
the information not misleading. The statements should be read in
conjunction with the consolidated financial statements and notes, thereto,
included in the Company's Annual Report on Form 10-K and as amended by
Form 10-K/A Amendments No. 1 and No. 2 for the fiscal year ended January
28, 1995.
In the opinion of management, the accompanying consolidated financial
statements contain all adjustments (consisting only of normal recurring
accruals) necessary for a fair statement of results for the interim
periods.
2. Significant Accounting Policies
A. Cash equivalents consist of highly liquid investments with a maturity
of three months or less at the time of purchase. The Company believes
that the carrying value of cash equivalents approximates their fair
value. At October 28, 1995 and January 28, 1995, the Company held
cash equivalents of $0.3 million and $11.5 million, respectively,
stated at cost.
B. Inventories are stated at the lower of cost or market. Cost is
determined principally by the last-in, first-out (LIFO) method.
C. Store physical inventories are taken on a cycle basis throughout the
fiscal year. Store inventories subsequent to the physical inventory
are charged at cost for shipments of merchandise to the stores and are
relieved at cost for the sale of merchandise.
D. Store opening expenses are charged to operations as incurred, which is
generally the same period that the store is opened.
E. Depreciation of buildings, furniture and fixtures and leasehold
improvements is provided principally by the straight-line method over
the estimated useful lives of the assets.
F. Certain reclassifications have been made of amounts reported in fiscal
1995 in order to conform with the presentation for fiscal 1996.
G. The Company's principal business is conducted in the retail fabric and
craft industry through specialty stores which sell a wide variety of
fashion and decorator fabrics, notions, crafts, patterns and sewing
accessories.
3. Earnings Per Share
Primary earnings per share equals net earnings divided by the weighted
average number of common shares, after giving effect for the assumed
exercise of dilutive stock options. Earnings per share assuming full
dilution equals net earnings plus after tax interest incurred on the
Company's 6-1/4% convertible debentures divided by the
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weighted average number of common shares, after giving effect for the
assumed exercise of dilutive stock options and assumed shares to be issued
on the conversion of the Company's convertible debentures. The
convertible debentures are not included in the earnings per share
calculation assuming full dilution for the thirteen week period ended
October 29, 1994 and for the thirty-nine week periods ended October 28,
1995 and October 29, 1994 because they are anti-dilutive. Earnings per
share amounts have been restated to give effect to the increased number of
shares outstanding as a result of the recapitalization amendment (See Note
5).
4. Cloth World Acquisition
On October 2, 1994, the Company acquired substantially all of the assets
of Cloth World, a division of Brown Group, Inc., ("Cloth World") for
approximately $97 million in cash and assumed liabilities. The
acquisition required a cash payment at closing of $62.0 million and an
additional payment due upon determination of the final purchase price. A
final payment of $3.7 million was made during the first quarter of fiscal
1996. The funds used to acquire Cloth World were provided by internally
generated funds and borrowings under a credit facility. The acquisition
has been recorded using the purchase method, and accordingly, the results
of operations of Cloth World have been included in the Company's
consolidated financial statements since the date of acquisition. The
purchase price allocation has been based on preliminary estimates.
Certain estimates, primarily for costs to settle lease obligations related
to closing certain acquired stores, may be revised based upon information
obtained during the remainder of fiscal 1996. However, the effect of any
revisions on the results of operations for the first three quarters of
fiscal 1996 would not be material.
5. Recapitalization Amendment
On August 2, 1995, the shareholders of the Company approved a
recapitalization amendment to the Company's Articles of Incorporation,
which became effective on that date, changing the Company's Common Shares
into Class A Common Shares and creating a new class of nonvoting shares,
designated as Class B Common Shares. Additionally, the number of
authorized Common Shares was increased from 75,000,000 to 150,000,000,
consisting of 75,000,000 Class A Common Shares and 75,000,000 Class B
Common Shares. Pursuant to this amendment, the Company's Common Shares,
with a stated value of $0.10 per share, were changed into one Class A
Common Share and one Class B Common Share, with each class having a stated
value of $0.05 per share. As a result of the recapitalization, 9,191,514
Class A Common Shares and 9,191,514 Class B Common Shares were outstanding
as of the effective date. All earnings per share amounts have been
restated to reflect the recapitalization amendment, which has been
accounted for as if it were a two-for-one stock split.
6. Legal Proceedings
The Company was notified by the staff of the Securities and Exchange
Commission that the staff tentatively intends to recommend that the
Commission bring an enforcement action against the Company, its chief
executive officer, chief financial officer and a former officer in
connection with the Company's financial statements for its fiscal year
ended February 1, 1992, and for the immediately following three quarters,
and with the adequacy of certain disclosures relating to such periods.
The staff contends that the statements were not accurate because of the
manner in which the Company calculated one of its inventory-related
reserves for such periods. The accounting issues that have been raised
are not related to any current period, and no current accounting policies
or financial statements are in question. If any action is brought, the
Company intends to vigorously contest it. Based on information currently
available, Management does not believe the impact, if any, of this matter
would have a material adverse impact on the Company's financial position.
Page 6
<PAGE> 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
On October 2, 1994, the Company acquired substantially all of the assets
of Cloth World, a division of Brown Group, Inc., ("Cloth World") for
approximately $97 million in cash and assumed liabilities. The acquisition
required a cash payment at closing of $62.0 million and an additional payment
due upon determination of the final purchase price. A final payment of $3.7
million was made during the first quarter of fiscal 1996. The funds used to
acquire Cloth World were provided by internally generated funds and borrowings
under a credit facility. The acquisition has been recorded using the purchase
method, and accordingly, the results of operations of Cloth World have been
included in the Company's consolidated financial statements since the date of
acquisition. The purchase price allocation has been based on preliminary
estimates. Certain estimates, primarily for costs to settle lease obligations
related to closing certain acquired stores, may be revised based upon
information obtained during the remainder of fiscal 1996. However, the effect
of any revisions on the results of operations for the first three quarters of
fiscal 1996 would not be material.
RESULTS OF OPERATIONS
THIRTEEN WEEKS ENDED OCTOBER 28, 1995 VS. OCTOBER 29, 1994
Net sales for the third quarter of fiscal 1996 increased 22.2%, or $39.0
million, to $214.4 million from $175.4 million for the first quarter of fiscal
1995. Sales from the Cloth World stores acquired in October 1994 accounted for
$36.4 million of the increase. Net sales for the third quarter of fiscal 1996,
excluding the Cloth World stores, increased $2.6 million, or 1.7% over the same
quarter a year ago. Comparable store sales increased 2.6% for the third
quarter of fiscal 1996 over the same quarter a year earlier, primarily as a
result of improved notions product offerings and store closings by competitors
in certain markets.
Gross profit increased $19.4 million in the third quarter of fiscal 1996
compared to the same quarter of fiscal 1995, primarily as a result of the
increase in sales. As a percentage of net sales, fiscal 1996 third quarter
gross profit was 46.2%, an increase of 0.8 percentage points from the gross
profit of 45.4% for the same quarter a year earlier. The improvement in gross
profit margin primarily resulted from improved purchasing and inventory
management.
Selling, general and administrative expenses as a percentage of net sales
were 40.0% for the third quarter of fiscal 1996, a decrease of 0.2 percentage
points from the 40.2% incurred in the same quarter a year earlier. Reductions
as a percent of sales in advertising and information systems development
expenses were partially offset by an increase in distribution service center
expenses.
Net interest expense increased by $1.1 million during the third quarter of
fiscal 1996 compared to the third quarter of fiscal 1995, primarily due to an
increase in average bank borrowings as a result of the acquisition and
subsequent conversion of the Cloth World stores and higher inventory levels.
The Company's effective income tax rate was 38.5% for both the third
quarter of fiscal 1996 and the third quarter of fiscal 1995.
Net earnings for the third quarter of fiscal 1996 were $5.9 million, or
$0.31 per share, compared to net earnings of $4.1 million, or $0.22 per share,
for the same quarter a year earlier.
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THIRTY-NINE WEEKS ENDED OCTOBER 28, 1995 VS. OCTOBER 29, 1994
Net sales for the first three quarters of fiscal 1996 increased 34.5%, or
$145.3 million, to $566.2 million from $421.0 million for the first three
quarters of fiscal 1995. Sales from the Cloth World stores acquired in October
of fiscal 1995 accounted for $134.9 million of the increase. Net sales for the
first three quarters of fiscal 1996, excluding the Cloth World stores,
increased $10.3 million, or 2.6% over the same period a year ago. Comparable
store sales increased 3.3% for the first three quarters of fiscal 1996 over the
same period a year earlier. The majority of the increase occurred during the
second and third quarters.
Gross profit increased $70.9 million in the first three quarters of fiscal
1996 compared to the same period of fiscal 1995, primarily as a result of the
increase in sales. As a percentage of net sales, gross profit for the first
nine months of fiscal 1996 was 45.2%, an increase of 1.3 percentage points from
the gross profit of 43.9% for the same period a year earlier. The improvement
in gross profit margin primarily resulted from improved purchasing and
inventory management.
Selling, general and administrative expenses as a percentage of net sales
were 42.7% in the first three quarters of fiscal 1996, a decrease of 0.8
percentage points from the 43.5% incurred in the same period a year earlier.
Reductions as a percent of sales in occupancy and information systems
development expenses were partially offset by increases in store-level payroll
and distribution service center expenses.
Net interest expense increased by $3.2 million during the first three
quarters of fiscal 1996 compared to the first three quarters of fiscal 1995,
primarily due to an increase in average bank borrowings as a result of the
acquisition and subsequent conversion of the Cloth World stores and higher
inventory levels.
The Company's effective income tax rate was 38.5% for both the first three
quarters of fiscal 1996 and the first three quarters of fiscal 1995.
Net earnings for the first three quarters of fiscal 1996 were $2.9
million, or $0.15 per share, compared to a net loss of $2.4 million, or $0.13
per share, for the same period a year earlier.
LIQUIDITY AND CAPITAL RESOURCES
The Company completed the first three quarters of fiscal 1996 in sound
financial condition. Working capital increased $57.6 million to $255.8 million,
at October 28, 1995, compared to $198.2 million at January 28, 1995. The ratio
of current assets to current liabilities was 2.7:1 at October 29, 1995, and
2.6:1 at January 28, 1995.
The Company used $46.9 million for operating activities in the first three
quarters of fiscal 1996 compared to $18.1 million provided by operating
activities in the same period of the prior year. The primary reasons for the
net use in cash in the first three quarters of fiscal 1996 were an increase in
inventory, the payment of accrued employee benefits, and the payment of certain
liabilities relating to the purchase of Cloth World. An $89.7 million increase
in inventories during the first three quarters of fiscal 1996 was partially
offset by a $35.3 million increase in accounts payable. There were three
primary reasons for the increase in inventory. During the first three quarters
of fiscal 1996, approximately 95% of the Cloth World stores were
remerchandised, adding the broader selection of merchandise available in Jo-Ann
Fabrics and Crafts stores. The remaining Cloth World stores were
remerchandised before Thanksgiving. The product offerings in notions and
crafts were expanded in all stores and inventory in general was increased to
support the fourth quarter expected sales levels.
Capital expenditures were $27.9 million for the first three quarters of
fiscal 1996 as compared to $8.2 million for the same period of fiscal 1995.
Fiscal 1996 capital expenditures primarily relate to the conversion of Cloth
World stores to the Jo-Ann Fabrics and Crafts format and the opening of new
stores. During the first three quarters of fiscal 1996, the Company opened 41
superstores and closed 68 smaller stores, many of which were in overlapping
markets. For the full year of fiscal 1996, capital expenditures are expected
to be approximately $40 million and the Company
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plans to open 60 to 70 superstores and close 80 to 90 smaller stores.
The Company has a $200.0 million revolving credit facility with a group of
eight banks that expires on September 29, 1998. The Company may borrow up to a
maximum of $220.0 million, subject to further limitations during specified time
frames, by using funds available under this credit facility and other lines of
credit. As of October 28, 1995, the Company had borrowings of $138.2 million
under the revolving credit facility and other lines of credit. The Company
continues to maintain excellent vendor and banking relationships and has
sufficient resources, including unused credit facilities, to meet its operating
needs and to fund its capital expenditures for fiscal 1996.
The Company has remaining board authorization to purchase in the open
market or in private transactions a total of 997,025 shares of the Company's
Common Stock. If acquired, these shares will be used to satisfy obligations
under the Company's benefit plans and for other corporate purposes.
See Item 1 LEGAL PROCEEDINGS to Part II elsewhere in this report.
The Company's business exhibits seasonality that is typical for most
retail companies, with much stronger sales in the second half of the year than
the first half of the year. Net earnings are highest during the months of
September through December, when sales volumes provide significant operating
leverage. Conversely, net earnings are substantially lower during the
relatively low volume sales months of January through August. Capital
requirements needed to finance the Company's operations fluctuate during the
year and reach their highest levels in the second and third fiscal quarters as
the Company increases its inventory in anticipation of its peak selling season.
As of October 28, 1995, the Company operated 937 stores in 48 states
primarily under the names Jo-Ann Fabrics and Crafts and Cloth World.
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PART II OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
On November 15, 1995, the Company announced that it had been notified
by the staff of the Securities and Exchange Commission that the staff
tentatively intends to recommend that the Commission bring an
enforcement action against the Company, its chief executive officer,
chief financial officer and a former officer in connection with the
Company's financial statements for its fiscal year ended February 1,
1992, and for the immediately following three quarters, and with the
adequacy of certain disclosures relating to such periods. The staff
contends that the statements were not accurate because of the manner
in which the Company calculated one of its inventory-related reserves
for such periods. The accounting issues that have been raised are not
related to any current period, and no current accounting policies or
financial statements are in question. The Company is preparing a
Wells submission in response to the staff's notice. If any action is
brought, the Company intends to vigorously contest it because the
Company believes that the financial statements for the periods
involved were fairly stated. Based on information currently
available, Management does not believe the impact, if any, of this
matter would have a material adverse impact on the Company's
financial position.
Item 5. Other Events
------------
On July 18, 1995, the Company announced the appointment of John
Hermsen as the Executive Vice President - Stores.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a) Exhibits
--------
See the Exhibit Index at sequential page 12 of this report.
b) Reports on Form 8-K
-------------------
The Company was not required to file reports on Form 8-K for the
13-week period ended October 28, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto, duly authorized.
FABRI-CENTERS OF AMERICA, INC.
DATE: December 12, 1995 /s/ Alan Rosskamm
-----------------------------------
BY: Alan Rosskamm
Chairman, President and Chief
Executive Officer
/s/ Robert Norton
-----------------------------------
BY: Robert Norton
Vice Chairman and Chief
Financial Officer
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<PAGE> 12
FABRI-CENTERS OF AMERICA, INC.
FORM 10-Q FOR THE THIRTEEN AND THIRTY-NINE WEEK
PERIODS ENDED OCTOBER 28, 1995
EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
- ----------- ----------- ----------
11 Statement re Computation of Earnings per Common 13
Share
27 Financial Data Schedule 14
Page 12
<PAGE> 1
EXHIBIT NO. 11
COMPUTATION OF EARNINGS PER COMMON SHARE
FABRI-CENTERS OF AMERICA, INC.
(THOUSANDS OF DOLLARS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
------------------------------- -------------------------------
OCTOBER 28, OCTOBER 29, OCTOBER 28, OCTOBER 29,
1995 1994 1995 1994
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PRIMARY EARNINGS PER SHARE:
Net earnings (loss) $ 5,969 $ 4,075 $ 2,913 $ (2,380)
=========== ============= =========== ============
Weighted average shares of common stock
outstanding during the period 18,437,201 18,334,698 18,394,136 18,277,712
Incremental shares from assumed exercise of
stock options - primary 1,094,986 319,376 820,683 362,684
----------- ------------- ----------- ------------
19,532,187 18,654,074 19,214,819 18,640,396
=========== ============= =========== ============
Primary earnings (loss) per common share $ 0.31 $ 0.22 $ 0.15 $ (0.13)
=========== ============= =========== ============
EARNINGS PER SHARE ASSUMING FULL
DILUTION:
Net earnings (loss) $ 5,969 $ 4,075 $ 2,913 $ (2,380)
Interest expense applicable to 6 1/4%
convertible subordinated debentures,
net of tax 548 548 1,643 1,643
----------- ------------- ----------- ------------
Net earnings (loss) $ 6,517 $ 4,623 $ 4,556 $ (737)
=========== ============= =========== ============
Weighted average shares of common stock
outstanding during the period 18,437,201 18,334,698 18,394,136 18,277,712
Incremental shares from assumed exercise of
stock options - fully diluted 1,156,116 441,058 914,191 441,058
Incremental shares from assumed conversion of
6 1/4% convertible subordinated debentures 2,337,764 2,337,764 2,337,764 2,337,764
----------- ------------- ----------- ------------
21,931,081 21,113,520 21,646,091 21,056,534
=========== ============= =========== ============
Earnings (loss) per common share assuming
full dilution $ 0.30 $ 0.22 (a) $ 0.21 (a) $ (0.04) (a)
=========== ============= =========== ============
<FN>
(a) This calculation is submitted in accordance with Regulation S-K Item
601(b)(11) although it is contrary to paragraph 40 of APB Opinion No. 15,
because it produces an anti-dilutive result.
Note: The amount of shares for the periods ended October 29, 1994 have been
restated to give effect to the Company's recapitalization amendment, which
has been accounted for as if it were a two-for-one stock split.
</TABLE>
Page 13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET OF FABRI-CENTERS OF AMERICA, INC. AS OF OCTOBER 28,
1995 AND THE CONSOLIDATED STATEMENT OF INCOME FOR THE THIRTY-NINE WEEKS THEN
ENDED, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-27-1996
<PERIOD-START> JAN-29-1995
<PERIOD-END> OCT-28-1995
<CASH> 12,837
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 380,303
<CURRENT-ASSETS> 403,025
<PP&E> 160,551
<DEPRECIATION> 60,536
<TOTAL-ASSETS> 519,608
<CURRENT-LIABILITIES> 147,231
<BONDS> 195,183
<COMMON> 994
0
0
<OTHER-SE> 164,713
<TOTAL-LIABILITY-AND-EQUITY> 519,608
<SALES> 566,219
<TOTAL-REVENUES> 566,219
<CGS> 310,519
<TOTAL-COSTS> 552,558
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,924
<INCOME-PRETAX> 4,737
<INCOME-TAX> 1,824
<INCOME-CONTINUING> 2,913
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,913
<EPS-PRIMARY> 0.15
<EPS-DILUTED> 0.15
</TABLE>
