<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 October 26, 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 November 26, 1996: 8,966,780
Shares of Class B Common Stock outstanding at November 26, 1996: 8,860,646
Sequential Page 1 of 13
<PAGE> 2
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
Fabri-Centers of America, Inc.
(Thousands of dollars)
October 26, January 27,
1996 1996
- --------------------------------------------------------------------------------------------------------------
ASSETS
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 16,664 $ 11,552
Merchandise inventories 355,384 337,974
Prepaid expenses and other current assets 9,529 11,860
--------- ---------
Total current assets 381,577 361,386
Property and equipment, at cost:
Land 1,784 1,777
Buildings 23,394 21,701
Furniture and fixtures 107,392 103,364
Leasehold improvements 41,268 39,800
--------- ---------
173,838 166,642
Less accumulated depreciation and amortization 77,652 64,608
--------- ---------
96,186 102,034
Mortgage receivable 7,207 7,414
Other assets 8,087 8,814
--------- ---------
Total assets $ 493,057 $ 479,648
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 134,953 $ 104,415
Accrued expenses 20,653 20,056
Accrued income taxes 661 370
Deferred income taxes 4,772 4,388
--------- ---------
Total current liabilities 161,039 129,229
Long-term debt 79,900 98,500
Convertible subordinated debentures 56,983 56,983
Deferred income taxes 13,217 12,422
Other long-term liabilities 1,666 1,551
Shareholders' equity:
Common Stock:
Class A 504 499
Class B 501 496
Additional paid-in capital 75,587 74,216
Other (1,387) (1,688)
Retained earnings 123,409 116,794
----------- -----------
198,614 190,317
Treasury stock, at cost (18,362) (9,354)
------------ ---------
Total shareholders' equity 180,252 180,963
----------- ---------
Total liabilities and shareholders' equity $ 493,057 $ 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 Thirty-Nine Weeks Ended
---------------------------------------- ----------------------------------
October 26, October 28, October 26, October 28,
1996 1995 1996 1995
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $ 229,587 $ 214,431 $ 621,480 $ 566,219
Costs and expenses:
Cost of goods sold 125,517 115,358 346,922 310,519
Selling, general and administrative expenses 88,502 85,828 255,363 242,039
Interest expense, net 2,831 3,539 8,611 8,924
----------------- ---------------- ---------------- ---------------
216,850 204,725 610,896 561,482
----------------- ---------------- ---------------- ---------------
Earnings before income taxes 12,737 9,706 10,584 4,737
Income tax provision 4,776 3,737 3,969 1,824
----------------- ---------------- ---------------- ---------------
Net earnings $ 7,961 $ 5,969 $ 6,615 $ 2,913
================= ================ ================ ===============
Net earnings per common share:
Primary $ 0.43 $ 0.31 $ 0.36 $ 0.15
================= ================ ================ ===============
Assuming full dilution $ 0.41 $ 0.30 $ 0.36 $ 0.15
================= ================ ================ ===============
Average shares and equivalents outstanding:
Primary 18,518,125 19,532,187 18,582,039 19,214,819
================= ================ ================ ===============
Assuming full dilution 20,859,850 21,931,081 18,603,512 19,308,327
================= ================= ================ ===============
</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 26, October 28,
Thirty-Nine Weeks Ended 1996 1995
- -----------------------------------------------------------------------------------------------------------------
Operating activities:
<S> <C> <C>
Net earnings $ 6,615 $ 2,913
Adjustments to reconcile net earnings to net cash provided
by (used for) operating activities:
Cancellation of restricted stock awards (65) (55)
Depreciation, amortization and other non-cash expenses 15,803 13,151
Loss (gain) on disposal of fixed assets 453 (207)
Deferred income taxes 1,179 1,244
Working capital changes:
Merchandise inventories (17,410) (89,743)
Prepaid expenses and other current assets 2,331 2,288
Accounts payable 30,538 35,280
Accrued expenses 597 (9,293)
Accrued income taxes 291 (2,505)
------------- -------------
Net cash provided by (used for) operating activities 40,332 (46,927)
Investing activities:
Capital expenditures (9,241) (27,889)
Acquisition of Cloth World --- (3,710)
Mortgage receivable 207 195
Other, net 142 527
------------- -------------
Net cash used for investing activities (8,892) (30,877)
Financing activities:
Proceeds from long-term debt 13,100 75,900
Repayment of long-term debt (31,700) (7,700)
Other long-term liabilities 115 186
Proceeds from exercise of stock options 1,166 591
Purchase of common stock (9,009) (223)
------------- -------------
Net cash (used for) provided by financing activities (26,328) 68,754
Net increase (decrease) in cash 5,112 (9,050)
Cash and cash equivalents at beginning of period 11,552 21,887
------------- -------------
Cash and cash equivalents at end of period $ 16,664 $ 12,837
============= =============
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 8,887 $ 8,864
Income taxes $ 2,499 $ 3,083
</TABLE>
See notes to consolidated financial statements
Page 4
<PAGE> 5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Fabri-Centers of America, Inc.
October 26, 1996, January 27, 1996 and October 28, 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 outstanding, 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 outstanding,
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.
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 6-1/4
percent Convertible Subordinated Debentures due 2002 (the Debentures),
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 alleged improper benefits by the
Company in connection with its issuance of the Debentures, interest
and penalties. The Company is unable to estimate the amount that may
be sought by the Commission or the range of loss that could result
from an unfavorable outcome of this threatened enforcement action. The
Company believes that resolution of this matter should not have a
material adverse impact on its financial condition or liquidity.
However, an unfavorable outcome may be material to the results of
operations of the Company for a particular future quarterly or annual
period. The Company believes its 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 OCTOBER 26, 1996 VS. OCTOBER 28, 1995
Net sales for the third quarter of fiscal 1997 increased 7 percent, or
$15,156,000, compared to the third quarter of fiscal 1996. Sales of apparel
fabrics, notions and seasonal merchandise in the Jo-Ann Fabrics and Crafts
stores out-paced the prior year and higher sales were 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 6 percent in the
third 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 86 percent of the Cloth
World stores reached their anniversary date by October 26, 1996.
Gross profit increased $4,997,000 in the third 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 third quarter gross profit was
45.3 percent, a decrease of 0.9 percentage points from the same quarter a year
earlier. The decrease in gross profit margin percentage resulted principally
from an ongoing 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 38.6 percent for the third quarter of fiscal 1997, an improvement of
1.4 percentage points from the same quarter a year earlier. Reductions as a
percent of sales in store level payroll and advertising expenses primarily
accounted for the improvement.
Net interest expense decreased by $708,000 during the third quarter of
fiscal 1997 compared to the third quarter of fiscal 1996, primarily due to a
decline in average long-term debt. Long-term debt at the end of the third
quarter of fiscal 1997 is $58,300,000 lower than at the end of the same quarter
a year earlier.
The Company's effective income tax rate was 37.5 percent for the third
quarter of fiscal 1997 and 38.5 percent for the third quarter of fiscal 1996.
The net earnings for the third quarter of fiscal 1997 was $7,961,000, or
$0.43 per common share, compared to net earnings of $5,969,000, or $0.31 per
common share, for the same quarter a year earlier.
THIRTY-NINE WEEKS ENDED OCTOBER 26, 1996 VS. OCTOBER 28, 1995
Net sales for the first three quarters of fiscal 1997 increased 10
percent, or $55,261,000 compared to the first three quarters of fiscal 1996. The
increase is primarily attributed to improved sales of apparel fabrics, notions
and seasonal merchandise in the Jo-Ann Fabrics and Crafts 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 7 percent in the first three quarters of fiscal 1997 over the same
period a year earlier.
Gross profit increased $18,858,000 in the first three quarters 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, gross profit for the first nine months of
fiscal 1997 was 44.2 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 an ongoing 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 41.1 percent in the first three quarters of fiscal 1997, an
improvement of 1.7 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.
Page 7
<PAGE> 8
The Company's effective income tax rate was 37.5 percent for the first
nine months of fiscal 1997 and 38.5 percent for the first nine months of fiscal
1996.
Net earnings for the first three quarters of fiscal 1997 were
$6,615,000, or $0.36 per common share, compared to $2,913,000, or $0.15 per
common share, for the same period a year earlier.
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
typically 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 $11,619,000 to $220,538,000 at October 26,
1996 from $232,157,000 at January 27, 1996. The ratio of current assets to
current liabilities was 2.4:1 at October 26, 1996, and 2.8:1 at January 27,
1996.
The Company generated $40,332,000 of cash from operating activities in
the first three quarters of fiscal 1997 compared to $46,927,000 of cash used for
operating activities in the first three quarters of the prior year. As a result
of actions taken to improve inventory turnover, merchandise inventories
increased $17,410,000 while accounts payable increased $30,538,000 during the
first three quarters of fiscal 1997. This compares to a $89,743,000 increase in
merchandise inventories and a $35,280,000 increase in accounts payable during
the same period of the prior year. During the first three quarters of fiscal
1996, approximately 86 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 $9,241,000 for the first three quarters of
fiscal 1997 as compared to $27,889,000 for the same period of fiscal 1996. For
the full year of fiscal 1997, capital expenditures are expected to be
approximately $16,000,000, compared to $34,732,000 for fiscal 1996. The Company
plans to open 50 superstores and close 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 October 26, 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. At October 26, 1996, the Company had borrowings of $79,900,000 under
the revolving credit facility and other lines of credit, which is $58,300,000
lower than the amount borrowed at the end of the third quarter of fiscal 1996.
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 nine months of fiscal 1997, the Company opened 31
superstores and closed 51 smaller stores. As of October 26, 1996, the Company
operated 916 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. When used herein, the terms "anticipates," "plans," "expects,"
"believes," and similar expressions as they relate to the Company or its
management are intended to identify such forward-looking statements. The
Company's actual results, performance or achievements may materially differ from
those expressed or implied in the forward-looking statements. Risks and
uncertainties that could cause or contribute to such material difference
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, actions taken by the Securities and Exchange Commission 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 6-1/4 percent
Convertible Subordinated Debentures due 2002 (the Debentures),
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 alleged improper benefits by the
Company in connection with its issuance of the Debentures,
interest and penalties. The Company is unable to estimate the
amount that may be sought by the Commission or the range of loss
that could result from an unfavorable outcome of this threatened
enforcement action. The Company believes that resolution of this
matter should not have a material adverse impact on its financial
condition or liquidity. However, an unfavorable outcome may be
material to the results of operations of the Company for a
particular future quarterly or annual period. The Company
believes its financial statements are fairly stated and intends
to vigorously contest any such action brought against it.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a) Exhibits
--------
See the Exhibit Index on sequential page 12 of this
report.
b) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed during the 13-week
period ended October 26, 1996.
Page 10
<PAGE> 11
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: December 4, 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 11
<PAGE> 12
FABRI-CENTERS OF AMERICA, INC.
FORM 10-Q FOR THE THIRTEEN AND THIRTY-NINE WEEK
PERIODS ENDED OCTOBER 26, 1996
EXHIBIT INDEX
Sequential
EXHIBIT NO. Description Page No.
- ---------------- ------------------------------------------------ -----------
11 Statement re Computation of Earnings per Common 13
Share
Page 12
<PAGE> 1
<TABLE>
EXHIBIT NO. 11
Computation of Earnings per Common Share
Fabri-Centers of America, Inc.
(Thousands of dollars, except share and per share data)
<CAPTION>
Thirteen Weeks Ended Thirty-Nine Weeks Ended
--------------------------- ---------------------------
October 26, October 28, October 26, October 28,
1996 1995 1996 1995
- -------------------------------------------------------------------------------------------------------------------------
PRIMARY EARNINGS PER SHARE:
<S> <C> <C> <C> <C>
Net earnings $ 7,961 $ 5,969 $ 6,615 $ 2,913
=========== =========== =========== ===========
Weighted average shares of common stock outstanding
during the period 17,812,547 18,437,201 17,952,262 18,394,136
Incremental shares from assumed exercise of stock
options - primary 705,578 1,094,986 629,777 820,683
----------- ----------- ----------- -----------
18,518,125 19,532,187 18,582,039 19,214,819
=========== =========== =========== ===========
Primary earnings per common share $ 0.43 $ 0.31 $ 0.36 $ 0.15
=========== =========== =========== ===========
EARNINGS PER SHARE ASSUMING
FULL DILUTION:
Net earnings $ 7,961 $ 5,969 $ 6,615 $ 2,913
Interest expense applicable to 6 1/4% convertible
subordinated debentures, net of tax 556 548 1,669 1,643
----------- ----------- ----------- -----------
Net earnings $ 8,517 $ 6,517 $ 8,284 $ 4,556
=========== =========== =========== ===========
Weighted average shares of common stock outstanding
during the period 17,812,547 18,437,201 17,952,262 18,394,136
Incremental shares from assumed exercise of stock
options - fully diluted 709,539 1,156,116 651,250 914,191
Incremental shares from assumed conversion of 6 1/4%
convertible subordinated debentures 2,337,764 2,337,764 2,337,764 2,337,764
----------- ----------- ----------- -----------
20,859,850 21,931,081 20,941,276 21,646,091
=========== =========== =========== ===========
Net earnings per common share
assuming full dilution (a) $ 0.41 $ 0.30 $ 0.40 $ 0.21
=========== =========== =========== ===========
<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 for the thirty-nine
weeks ended October 26, 1996 and October 28, 1995.
</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 JULY 27, 1996
AND THE CONSOLIDATED STATEMENT OF INCOME FOR THE TWENTY-SIX WEEKS THEN ENDED.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> FEB-01-1997
<PERIOD-START> JAN-28-1996
<PERIOD-END> OCT-26-1996
<CASH> 16,664
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 355,384
<CURRENT-ASSETS> 381,577
<PP&E> 173,838
<DEPRECIATION> 77,652
<TOTAL-ASSETS> 493,057
<CURRENT-LIABILITIES> 161,039
<BONDS> 136,883
<COMMON> 0
1,005
0
<OTHER-SE> 179,247
<TOTAL-LIABILITY-AND-EQUITY> 493,057
<SALES> 621,480
<TOTAL-REVENUES> 621,480
<CGS> 346,922
<TOTAL-COSTS> 602,285
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,611
<INCOME-PRETAX> 10,584
<INCOME-TAX> 3,969
<INCOME-CONTINUING> 6,615
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,615
<EPS-PRIMARY> 0.36
<EPS-DILUTED> 0.36
</TABLE>
