<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 EXCHANGE ACT OF 1934
- -------------------------------------------------------------------------------
For the Quarter Ended July 27, 1996 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 August 24, 1996: 8,941,061
Shares of Class B Common Stock outstanding at August 24, 1996: 8,859,027
Sequential Page 1 of 14
<PAGE> 2
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
Fabri-Centers of America, Inc.
(Thousands of dollars)
<TABLE>
<CAPTION>
July 27, January 27,
1996 1996
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 7,201 $ 11,552
Merchandise inventories 342,272 337,974
Prepaid expenses and other current assets 9,754 11,860
----------------- -----------------
Total current assets 359,227 361,386
Property and equipment, at cost:
Land 1,784 1,777
Buildings 22,536 21,701
Furniture and fixtures 106,059 103,364
Leasehold improvements 40,966 39,800
----------------- -----------------
171,345 166,642
Less accumulated depreciation and amortization 73,337 64,608
----------------- -----------------
98,008 102,034
Mortgage receivable 7,277 7,414
Other assets 8,466 8,814
----------------- -----------------
Total assets $ 472,978 $ 479,648
================= =================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 111,465 $ 104,415
Accrued expenses 18,117 20,056
Accrued income taxes --- 370
Deferred income taxes 1,911 4,388
----------------- -----------------
Total current liabilities 131,493 129,229
Long-term debt 98,000 98,500
Convertible subordinated debentures 56,983 56,983
Deferred income taxes 12,954 12,422
Other long-term liabilities 1,598 1,551
Shareholders' equity:
Common Stock:
Class A 503 499
Class B 501 496
Additional paid-in capital 75,194 74,216
Other (1,334) (1,688)
Retained earnings 115,448 116,794
----------------- -----------------
190,312 190,317
Treasury stock, at cost (18,362) (9,354)
----------------- -----------------
Total shareholders' equity 171,950 180,963
----------------- -----------------
Total liabilities and shareholders' equity $ 472,978 $ 479,648
================= =================
</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 Twenty-Six Weeks Ended
------------------------------------ ------------------------------------
July 27, July 29, July 27, July 29,
1996 1995 1996 1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $ 188,865 $ 168,508 $ 391,893 $ 351,788
Costs and expenses:
Cost of goods sold 106,764 92,980 221,405 195,161
Selling, general and administrative expenses 83,025 78,037 166,861 156,211
Interest expense, net 2,941 2,912 5,780 5,385
---------------- --------------- ---------------- ----------------
192,730 173,929 394,046 356,757
---------------- --------------- ---------------- ----------------
Loss before income taxes (3,865) (5,421) (2,153) (4,969)
Income tax benefit (1,449) (2,087) (807) (1,913)
---------------- --------------- ---------------- ----------------
Net loss $ (2,416) $ (3,334) $ (1,346) $ (3,056)
================ =============== ================ ================
Net loss per common share $ (0.13) $ (0.17) $ (0.07) $ (0.16)
================ =============== ================ ================
Average share and equivalents outstanding 18,417,982 19,175,648 18,613,995 19,056,134
================ =============== ================ ================
</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>
July 27, July 29,
Twenty-Six Weeks Ended 1996 1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Operating activities:
Net loss $ (1,346) $ (3,056)
Adjustments to reconcile net loss to net cash provided by
(used for) operating activities:
Cancellation of restricted stock awards --- (32)
Depreciation, amortization and other non-cash expenses 10,557 8,429
Loss (gain) on disposal of fixed assets 323 (311)
Deferred income taxes (1,945) (2,157)
Working capital changes:
Merchandise inventories (4,298) (61,306)
Prepaid expenses and other current assets 2,106 2,006
Accounts payable 7,050 35,232
Accrued expenses (1,939) (10,584)
Accrued income taxes (370) (2,678)
----------------- -----------------
Net cash provided by (used for) operating activities 10,138 (34,457)
Investing activities:
Capital expenditures (6,268) (16,133)
Acquisition of Cloth World --- (3,710)
Mortgage receivable 137 129
Other, net 140 582
----------------- -----------------
Net cash used for investing activities (5,991) (19,132)
Financing activities:
Proceeds from long-term debt 13,100 39,500
Repayment of long-term debt (13,600) ---
Other long-term liabilities 47 132
Proceeds from exercise of stock options 963 246
Purchase of common stock (9,008) (89)
----------------- -----------------
Net cash (used for) provided by financing activities (8,498) 39,789
Net decrease in cash (4,351) (13,800)
Cash and cash equivalents at beginning of period 11,552 21,887
----------------- -----------------
Cash and cash equivalents at end of period $ 7,201 $ 8,087
================= =================
Supplemental disclosures of cash flow information:
Cash paid during the period for
Interest $ 5,199 $ 4,863
Income taxes $ 1,508 $ 2,922
</TABLE>
See notes to consolidated financial statements
Page 4
<PAGE> 5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Fabri-Centers of America, Inc.
July 27, 1996, January 27, 1996 and July 29, 1995
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 for the
fiscal year ended January 27, 1996.
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. Inventories are stated at the lower of cost or market. Cost is
determined principally by the last-in, first-out (LIFO)
method.
B. 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.
C. Store opening expenses are charged to operations as incurred,
which is generally the same period that the store is opened.
D. 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.
E. 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
6-1/4 percent convertible subordinated debentures divided by the
weighted average number of common shares, after giving effect for the
assumed exercise of dilutive stock options and shares assumed to be
issued on the conversion of the convertible subordinated debentures.
Earnings per share assuming full dilution are the same as primary
earnings per share for the thirteen and twenty-six week periods ended
July 27, 1996 and July 29, 1995 because the computation of earnings per
share assuming full dilution produces an anti-dilutive result.
Page 5
<PAGE> 6
4. Recapitalization Amendment
On August 2, 1995, the shareholders of the Company approved a
recapitalization amendment to the Company's Articles of Incorporation
("Recapitalization Amendment") which became effective on that date,
creating a new class of nonvoting shares designated as Class B Common
Shares and changing each outstanding common share into one Class A and
one Class B Common Share. 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 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.
5. Capital Stock
During the first quarter of fiscal year 1997, the Company purchased
407,525 Class A and 450,506 Class B Common Shares on the open market.
The aggregate purchase price of these shares was approximately
$9,000,000 which was funded through the Company's revolving credit
facility.
6. Legal Proceedings
The Company was notified by the staff of the Securities and Exchange
Commission that the Commission has authorized enforcement actions
against the Company, its chief executive officer and two former
officers involving the Company's financial statements for its fiscal
year ended February 1, 1992 (fiscal 1992), the use of these statements
in connection with the Company's public sale in March 1992 of its 6.25
percent Convertible Subordinated Debentures due 2002, the Company's
financial statements for the first three quarters of fiscal 1993, and
the adequacy of certain disclosures relating to such periods. The
principal allegation is that the financial statements were not fairly
stated because of the manner in which the Company calculated one of its
inventory-related reserves for such periods. The accounting and
disclosure issues that have been raised are not related to any current
period, and no current accounting policies or financial statements are
in question. Based on conversations with the Commission staff, the
Commission intends to seek an injunction against future violations of
the federal securities laws by the Company and payments of unspecified
amounts including interest and penalties. The Company is currently
unable to estimate the amount or materiality of the resolution of this
matter. The Company believes the financial statements are fairly stated
and intends to vigorously contest any such action brought against it.
Page 6
<PAGE> 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THIRTEEN WEEKS ENDED JULY 27, 1996 VS. JULY 29, 1995
Net sales for the second quarter of fiscal 1997 increased 12 percent, or
$20,357,000, compared to the second quarter of fiscal 1996. Sales of seasonal
merchandise in the Jo-Ann Fabric and Crafts stores continued to out pace the
prior year and higher sales were recorded in the Cloth World stores which
throughout fiscal year 1996 were converted to the Jo-Ann Fabric and Crafts
format. Comparable store sales increased 9 percent in the second quarter of
fiscal 1997 over the same quarter a year earlier. Cloth World stores are
included in the comparable store sales calculation beginning with the
anniversary of their conversion date. Approximately 60 percent of the Cloth
World stores reached their anniversary date by July 27, 1996.
Gross profit increased $6,573,000 in the second quarter of fiscal 1997
compared to the same quarter of fiscal 1996, as a result of the increase in
sales. As a percentage of net sales, fiscal 1997 second quarter gross profit was
43.5 percent, a decrease of 1.4 percentage points from the same quarter a year
earlier. The decrease in gross profit margin percentage resulted principally
from a program to reduce prices on seasonal items in order to improve in-season
sell-through.
Selling, general and administrative expenses as a percentage of net
sales were 44.0 percent for the second quarter of fiscal 1997, an improvement of
2.4 percentage points from the same quarter a year earlier. Reductions as a
percent of sales in store level payroll, occupancy, and corporate office
expenses primarily accounted for the improvement.
The Company's effective income tax rate was 37.5 percent for the second
quarter of fiscal 1997 and 38.5 percent for the second quarter of fiscal 1996.
The net loss for the second quarter of fiscal 1997 was $2,416,000, or
$0.13 per share, compared to a net loss of $3,334,000, or $0.17 per share, for
the same quarter a year earlier.
TWENTY-SIX WEEKS ENDED JULY 27, 1996 VS. JULY 29, 1995
Net sales for the first half of fiscal 1997 increased 11 percent, or
$40,105,000 compared to the first half of fiscal 1996. The increase is primarily
attributed to improved sales of seasonal merchandise in the Jo-Ann Fabric and
Craft stores and higher sales recorded in the Cloth World stores which
throughout fiscal year 1996 were converted to the Jo-Ann Fabrics and Crafts
format. Comparable store sales increased 8 percent in the first half of fiscal
1997 over the same period a year earlier.
Gross profit increased $13,861,000 in the first half of fiscal 1997
compared to the same period of fiscal 1996, as a result of the increase in
sales. As a percentage of net sales, fiscal 1997 first half gross profit was
43.5 percent, a decrease of 1.0 percentage points from the same period a year
earlier. The decrease in gross profit margin percentage resulted principally
from a program to reduce prices on seasonal items in order to improve in-season
sell-through.
Selling, general and administrative expenses as a percentage of net
sales were 42.6 percent in the first half of fiscal 1997, an improvement of 1.8
percentage points from the same period a year earlier. Reductions as a percent
of sales in store level payroll, occupancy, and advertising expenses primarily
accounted for the improvement.
The Company's effective income tax rate was 37.5 percent for the first
half of fiscal 1997 and 38.5 percent for the first half of fiscal 1996.
The net loss for the first half of fiscal 1997 was $1,346,000, or $0.07
per share, compared to a net loss of $3,056,000, or $0.16 per share, for the
same period a year earlier.
Page 7
<PAGE> 8
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. In general, 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 months of January through August. Capital requirements
needed to finance the Company's operations fluctuate during the year and reach
their highest levels during the second and third fiscal quarters as the Company
increases its inventory in preparation for its peak selling season.
LIQUIDITY AND CAPITAL RESOURCES
Working capital decreased $4,423,000 to $227,734,000 at July 27, 1996
from $232,157,000 at January 27, 1996. The ratio of current assets to current
liabilities was 2.7:1 at July 27, 1996, and 2.8:1 at January 27, 1996.
The Company generated $10,138,000 of cash from operating activities in
the first half of fiscal 1997 compared to $34,457,000 of cash used for operating
activities in the first half of the prior year. As a result of actions taken to
improve inventory turnover, merchandise inventories only increased $4,298,000
during the first half of fiscal 1997 compared to a $61,306,000 increase during
the same period of the prior year. During the first half of fiscal 1996,
approximately 60 percent of the Cloth World stores were remerchandised, adding
the broader selection of merchandise available in Jo-Ann Fabrics and Crafts
stores and the product offering in notions and crafts was expanded in all
stores.
Capital expenditures were $6,268,000 for the first half of fiscal 1997
as compared to $16,133,000 for the same period of fiscal 1996. For the full year
of fiscal 1997, capital expenditures are expected to be approximately
$20,000,000, down from $34,732,000 for fiscal 1996. The Company plans to open 45
to 55 superstores and close 60 to 70 smaller stores during fiscal 1997. Higher
fiscal 1996 capital expenditures primarily related to the conversion of Cloth
World stores to the Jo-Ann Fabrics and Crafts format, which were completed by
the end of fiscal 1996.
The Company purchased 407,525 Class A and 450,506 Class B Common Shares
on the open market at an aggregate purchase price of approximately $9,000,000
during the first quarter of fiscal 1997. As of July 27, 1996, the remaining
number of shares that can be acquired pursuant to prior authorization by the
Board of Directors is 597,025 Class A and 557,025 Class B Common Shares.
The Company was notified by the staff of the Securities and Exchange
Commission that the Commission has authorized enforcement actions against the
Company, its chief executive officer and two former officers. See Item 1, LEGAL
PROCEEDINGS to Part II elsewhere in this report which information is
incorporated herein by reference.
The Company has a $200,000,000 revolving credit facility with a group of
eight banks that expires on September 30, 1999. The Company may borrow up to a
maximum of $220,000,000, subject to further limitations during specified time
frames, by utilizing funds available under this credit facility and other lines
of credit. As of July 27, 1996, the Company had borrowings of $98,000,000 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 anticipated operating
and other cash needs including its capital expenditures for fiscal 1997.
During the first six months of fiscal 1997, the Company opened 24
superstores and closed 43 smaller stores. As of July 27, 1996, the Company
operated 917 stores in 48 states primarily under the names Jo-Ann Fabrics and
Crafts, Cloth World and New York Fabrics and Crafts.
Page 8
<PAGE> 9
FORWARD-LOOKING STATEMENTS
Certain statements contained in this report that are not historical
facts are forward-looking statements that are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
set forth in the forward-looking statement. These risks and uncertainties
include, but are not limited to, changes in customer demand, changes in trends
in the fabric and craft industry, changes in the competitive pricing for
products, the impact of competitor store openings and closings, the availability
of acceptable store locations, the availability of merchandise, general economic
conditions and other risk factors discussed in documents filed by the Company
with the Securities and Exchange Commission.
Page 9
<PAGE> 10
PART II OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
The Company was notified by the staff of the Securities and
Exchange Commission that the Commission has authorized
enforcement actions against the Company, its chief executive
officer and two former officers involving the Company's
financial statements for its fiscal year ended February 1,
1992 (fiscal 1992), the use of these statements in connection
with the Company's public sale in March 1992 of its 6.25
percent Convertible Subordinated Debentures due 2002, the
Company's financial statements for the first three quarters of
fiscal 1993, and the adequacy of certain disclosures relating
to such periods. The principal allegation is that the
financial statements were not fairly stated because of the
manner in which the Company calculated one of its
inventory-related reserves for such periods. The accounting
and disclosure issues that have been raised are not related to
any current period, and no current accounting policies or
financial statements are in question. Based on conversations
with the Commission staff, the Commission intends to seek an
injunction against future violations of the federal securities
laws by the Company and payments of unspecified amounts
including interest and penalties. The Company is currently
unable to estimate the amount or materiality of the resolution
of this matter. The Company believes the financial statements
are fairly stated and intends to vigorously contest any such
action brought against it.
Item 4. Submission of Matters to a vote of Security Holders
---------------------------------------------------
a) An Annual Meeting of Shareholders of Fabri-Centers of
America, Inc. was held June 12, 1996 for the purpose
of (1) electing three members to the class whose
three-year terms of office expire in 1999 and, (2)
voting upon the proposed adoption of the 1996 Stock
Option Plan for Non-Employee Directors ("The 1996
Stock Option Plan").
b) Samuel Krasney, Betty Rosskamm and Frank Newman were
elected to the Board of Directors in class whose term
of office expires in 1999. Scott Cowen and Alan
Rosskamm continued as Directors in the class whose
term of office expires in 1997, and Alma Zimmerman
and Ira Gumberg continued as Directors in the class
whose term of office expires in 1998.
c) (i) The nominees for Directors as listed in the
proxy statement were elected with the
following vote:
<TABLE>
<CAPTION>
Nominee Votes For Votes Withheld
-------------------- ----------------- --------------------
<S> <C> <C>
Samuel Krasney 8,277,232 252,292
Betty Rosskamm 8,278,340 251,184
Frank Newman 8,277,208 252,316
<FN>
(ii) The proposed adoption of The 1996 Stock
Option Plan for Non-Employee Directors was
approved by the following vote:
</TABLE>
<TABLE>
Votes For Votes Against Votes Withheld Broker Non-Vote
--------------------- -------------------- ----------------------- -----------------------
<S> <C> <C> <C>
7,843,187 664,727 21,610 --
</TABLE>
Page 10
<PAGE> 11
Item 5. Other Information
------------------
On June 24, 1996, the Company announced that Gregg Searle,
Executive Vice President of Diebold, Incorporated, was
appointed as a member of the Board of Directors. He enters the
class whose term at office expires in 1997.
Effective August 19, 1996, Samuel R. Gaston joined the Company
as Executive Vice President and Chief Financial Officer.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a) Exhibits
--------
See the Exhibit Index at sequential page 13 of this
report.
b) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed during the 13-week
period ended July 27, 1996.
Page 11
<PAGE> 12
SIGNATURES
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.
FABRI-CENTERS OF AMERICA, INC.
DATE: September 10, 1996 /s/ Alan Rosskamm
-------------------
BY: Alan Rosskamm
Chairman, President and Chief Executive
Officer
/s/ Samuel R. Gaston
-------------------
BY: Samuel R. Gaston
Executive Vice President and Chief
Financial Officer
/s/ Robert R. Gerber
-------------------
BY: Robert R. Gerber
Senior Vice President, Controller and
Chief Accounting Officer
Page 12
<PAGE> 13
FABRI-CENTERS OF AMERICA, INC.
FORM 10-Q FOR THE THIRTEEN AND TWENTY-SIX WEEK
PERIODS ENDED JULY 27, 1996
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
EXHIBIT NO. Description Page No.
- ---------------------- ------------------------------------------------- -------------
<S> <C> <C>
10 1996 Stock Option Plan for Non-Employee Directors *
11 Statement re Computation of Earnings per Common 14
Share
<FN>
*Incorporated by reference to the Registrant's
Definitive Proxy Statement for its June 12,
1996 Annual Meeting of Shareholders filed with
the Commission on May 10, 1996.
</TABLE>
Page 13
<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 TWENTY-SIX WEEKS ENDED
------------------------------------ -------------------------------------
JULY 27, JULY 29, JULY 27, JULY 29,
1996 1995 1996 1995
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PRIMARY LOSS PER SHARE:
Net loss $ (2,416) $ (3,334) $ (1,346) $ (3,056)
=============== =============== =============== ================
Weighted average shares of common stock outstanding
during the period 17,775,272 18,373,746 18,022,119 18,372,604
Incremental shares from assumed exercise of stock
options - primary 642,710 801,902 591,876 683,530
--------------- --------------- --------------- ----------------
18,417,982 19,175,648 18,613,995 19,056,134
=============== =============== =============== ================
Primary loss per common share $ (0.13) $ (0.17) $ (0.07) $ (0.16)
=============== =============== =============== ================
LOSS PER SHARE ASSUMING
FULL DILUTION (A):
Net loss $ (2,416) $ (3,334) $ (1,346) $ (3,056)
Interest expense applicable to 6 1/4% convertible
subordinated debentures, net of tax 556 548 1,113 1,095
--------------- --------------- --------------- ----------------
Net loss $ (1,860) $ (2,786) $ (233) $ (1,961)
=============== =============== =============== ================
Weighted average shares of common stock outstanding
during the period 17,775,272 18,373,746 18,022,119 18,372,604
Incremental shares from assumed exercise of stock
options - fully diluted 670,868 973,222 670,868 982,986
Incremental shares from assumed conversion of 6 1/4%
convertible subordinated debentures 2,337,904 2,337,764 2,337,764 2,337,764
--------------- --------------- --------------- ----------------
20,783,904 21,684,732 21,030,751 21,693,354
=============== =============== =============== ================
Net loss per common share
assuming full dilution $ (0.09) $ (0.13) $ (0.01) $ (0.09)
=============== =============== =============== ================
<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.
</TABLE>
Page 14
<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 JULY 27, 1996
AND THE CONSOLIDATED STATEMENT OF INCOME FOR THE TWENTY-SIX WEEKS THEN ENDED.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-01-1997
<PERIOD-START> JAN-28-1996
<PERIOD-END> JUL-27-1996
<CASH> 7,201
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 342,272
<CURRENT-ASSETS> 359,227
<PP&E> 171,345
<DEPRECIATION> 73,337
<TOTAL-ASSETS> 472,978
<CURRENT-LIABILITIES> 131,493
<BONDS> 154,983
<COMMON> 0
1,004
0
<OTHER-SE> 170,946
<TOTAL-LIABILITY-AND-EQUITY> 472,978
<SALES> 391,893
<TOTAL-REVENUES> 391,893
<CGS> 221,405
<TOTAL-COSTS> 388,266
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,780
<INCOME-PRETAX> (2,153)
<INCOME-TAX> (807)
<INCOME-CONTINUING> (1,346)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,346)
<EPS-PRIMARY> (.07)
<EPS-DILUTED> (.07)
</TABLE>
