<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10 - Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
- --------------------------------------------------------------------------------
For the Quarter Ended August 2, 1997 Commission File No. 1-6695
- -------------------------------------- -----------------------------------
FABRI-CENTERS OF AMERICA, INC.
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(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 29, 1997: 9,265,935
Shares of Class B Common Stock outstanding at August 29, 1997: 9,171,289
<PAGE> 2
FABRI-CENTERS OF AMERICA, INC.
Form 10-Q Index
For the quarter ended August 2, 1997
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<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION: PAGE NUMBERS
<S> <C> <C>
Item 1 Financial Statements (Unaudited)
Consolidated Balance Sheets as of August 2, 1997 and February 1, 1997 3
Consolidated Statements of Income for the Thirteen and Twenty-Six Weeks
Ended August 2, 1997 and July 27, 1996 4
Consolidated Statements of Cash Flows for the Twenty-Six Weeks
Ended August 2, 1997 and July 27, 1996 5
Notes to Consolidated Financial Statements 6-8
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations 9-11
PART II. OTHER INFORMATION
Item 4 Submission of Matters to a Vote of Security Holders 12
Item 5 Other Events 12
Item 6 Exhibits and Reports on Form 8-K 12
Signatures 13
</TABLE>
Page 2
<PAGE> 3
<TABLE>
<CAPTION>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
Fabri-Centers of America, Inc.
(Thousands of dollars)
August 2, February 1,
1997 1997
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 12,603 $ 12,631
Merchandise inventories 315,377 296,104
Prepaid expenses and other current assets 9,769 9,532
Deferred income taxes 1,214 --
-------------- --------------
Total current assets 338,963 318,267
Property and equipment, at cost:
Land 1,676 1,709
Buildings 24,917 23,905
Furniture and fixtures 116,308 108,684
Leasehold improvements 43,970 42,118
-------------- --------------
186,871 176,416
Less accumulated depreciation and amortization 90,282 81,798
-------------- --------------
96,589 94,618
Mortgage receivable 7,002 7,136
Other assets 9,821 9,159
-------------- --------------
Total assets $ 452,375 $ 429,180
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 119,697 $ 99,458
Accrued expenses 20,477 28,898
Accrued income taxes -- 10,697
Deferred income taxes -- 2,167
-------------- --------------
Total current liabilities 140,174 141,220
Long-term debt 90,500 15,100
Convertible subordinated debentures -- 56,983
Deferred income taxes 13,768 13,357
Other long-term liabilities 3,667 3,110
Shareholders' equity:
Common Stock:
Class A 518 507
Class B 515 503
Additional paid-in capital 81,177 76,614
Other (1,574) (1,248)
Retained earnings 141,866 141,397
-------------- --------------
222,502 217,773
Treasury stock, at cost (18,236) (18,363)
-------------- --------------
Total shareholders' equity 204,266 199,410
-------------- --------------
Total liabilities and shareholders' equity $ 452,375 $ 429,180
============== ==============
</TABLE>
See notes to consolidated financial statements
Page 3
<PAGE> 4
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Fabri-Centers of America, Inc.
(Thousands of dollars, except per share data)
<TABLE>
<CAPTION>
Thirteen Weeks Ended Twenty-Six Weeks Ended
---------------------------------- -----------------------------------
August 2, July 27, August 2, July 27,
1997 1996 1997 1996
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $ 197,474 $ 188,865 $ 416,300 $ 391,893
Costs and expenses:
Cost of goods sold 109,218 106,764 231,906 221,405
Selling, general and administrative expenses 88,239 83,025 178,677 166,861
Interest expense, net 1,621 2,941 3,149 5,780
------------ ------------ ------------ ------------
199,078 192,730 413,732 394,046
------------ ------------ ------------ ------------
Earnings (loss) before income taxes (1,604) (3,865) 2,568 (2,153)
Income taxes (601) (1,449) 963 (807)
------------ ------------ ------------ ------------
Net earnings (loss) before extraordinary item (1,003) (2,416) 1,605 (1,346)
Extraordinary loss on debt prepayment, net of
tax benefit of $682 (1,136) -- (1,136) --
------------ ------------ ------------ ------------
Net earnings (loss) $ (2,139) $ (2,416) $ 469 $ (1,346)
============ ============ ============ ============
Net earnings (loss) before extraordinary item
per common share--primary $ (0.05) $ (0.13) $ 0.08 $ (0.07)
Extraordinary loss on debt prepayment per
common share--primary (0.06) -- (0.06) --
------------ ------------ ------------ ------------
Net earnings (loss) per common share--primary $ (0.11) $ (0.13) $ 0.02 $ (0.07)
============ ============ ============ ============
Net earnings (loss) per common
share--assuming full dilution $ (0.11) $ (0.13) $ 0.02 $ (0.07)
============ ============ ============ ============
</TABLE>
See notes to consolidated financial statements
Page 4
<PAGE> 5
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Fabri-Centers of America, Inc.
(Thousands of dollars)
<TABLE>
<CAPTION>
August 2, July 27,
Twenty-Six Weeks Ended 1997 1996
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Operating activities:
Net earnings (loss) $ 469 $ (1,346)
Extraordinary loss on debt prepayment 1,136 --
-------------- ------------
Net earnings (loss) before extraordinary item 1,605 (1,346)
Adjustments to reconcile net earnings (less) to net cash (used for) provided by
operating activities:
Cancellation of restricted stock awards (77) --
Depreciation, amortization and other non-cash expenses 10,572 10,557
Loss on disposal of fixed assets 117 323
Deferred income taxes (2,288) (1,945)
Working capital changes:
Merchandise inventories (19,273) (4,298)
Prepaid expenses and other current assets (237) 2,106
Accounts payable 20,239 7,050
Accrued expenses (8,421) (1,939)
Accrued income taxes (10,697) (370)
-------------- ------------
Net cash (used for) provided by operating activities (8,460) 10,138
Investing activities:
Capital expenditures (12,083) (6,268)
Mortgage receivable 134 137
Other, net (1,002) 140
-------------- ------------
Net cash used for investing activities (12,951) (5,991)
Financing activities:
Proceeds from long-term debt 76,900 13,100
Repayment of long-term debt (1,500) (13,600)
Redemption of convertible subordinated debentures (56,983) --
Debt prepayment premium and issuance costs (1,818) --
Other long-term liabilities 557 47
Issuance of common stock upon conversion of debentures 1,061 --
Proceeds from exercise of stock options 2,757 963
Issuance of treasury shares 409 --
Purchase of common stock -- (9,008)
-------------- ------------
Net cash provided by (used for) financing activities 21,383 (8,498)
Net decrease in cash (28) (4,351)
Cash and cash equivalents at beginning of period 12,631 11,552
-------------- ------------
Cash and cash equivalents at end of period $ 12,603 $ 7,201
============== ============
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 4,306 $ 5,199
Income taxes $ 13,948 $ 1,508
</TABLE>
See notes to consolidated financial statements
Page 5
<PAGE> 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Fabri-Centers of America, Inc.
August 2, 1997, February 1, 1997 and July 27, 1996
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
February 1, 1997 (fiscal 1997).
The Company's business is seasonal, therefore, earnings or losses for
a particular interim period are not necessarily indicative of full
year results. 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. Earnings Per Share
Primary earnings per common share and earnings per common share
assuming full dilution equal net earnings divided by the weighted
average number of common shares outstanding, after giving effect for
the assumed exercise of dilutive stock options under the treasury
stock method. The Company's 6 1/4% Convertible Subordinated
Debentures, which were redeemed on June 30, 1997, are considered a
common share equivalent in calculating earnings per common share
assuming full dilution; however, they are not included in the earnings
per common share calculation assuming full dilution, because the
effect of conversion is anti-dilutive.
Page 6
<PAGE> 7
The following table presents information necessary to calculate
primary earnings per common share and earnings per common share
assuming full dilution for the periods presented:
<TABLE>
<CAPTION>
Thirteen Weeks Ended Twenty-Six Weeks Ended
------------------------------ ------------------------------
August 2, July 27, August 2, July 27,
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Common shares outstanding-primary:
Weighted average shares outstanding 18,336,452 17,775,272 18,180,378 18,022,119
Share equivalents--stock options 1,371,273 642,710 1,289,344 591,876
---------- ---------- ---------- ----------
19,707,725 18,417,982 19,469,722 18,613,995
========== ========== ========== ==========
Common shares outstanding-assuming full
dilution:
Weighted average shares outstanding 18,336,452 17,775,272 18,180,378 18,022,119
Share equivalents--stock options 1,404,443 670,868 1,344,700 670,868
---------- ---------- ---------- ----------
19,740,895 18,446,140 19,525,078 18,692,987
========== ========== ========== ==========
</TABLE>
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standard (SFAS) No. 128, "Earnings Per Share," in March
1997, which will revise the calculation methods and disclosures
regarding earnings per share. As required by the Statement, the
Company will adopt SFAS No. 128 in the fourth quarter of Fiscal 1998.
The Company's pro forma earnings per common share that would have been
reported had the new standard been previously in effect are as
follows:
<TABLE>
<CAPTION>
Thirteen Weeks Ended Twenty-Six Weeks Ended
-------------------------------------- -----------------------------------
August 2, July 27, August 2, July 27,
1997 1996 1997 1996
----------------- ---------------- ----------------- -------------
<S> <C> <C> <C> <C>
Basic (loss) earnings per common share (0.12) (0.14) 0.03 (0.07)
Diluted (loss) earnings per common share (0.12) (0.14) 0.02 (0.07)
</TABLE>
3. Amendment to Revolving Credit Facility
The Company amended, on June 2, 1997, its unsecured $200,000,000
revolving credit facility (the "Credit Facility") with a group of
eight banks. The amended Credit Facility expires on May 31, 2001. The
Company pays a facility fee on the revolving commitment amount which
as a result of the amendment now ranges from .10% to .375%, based on
the achievement of certain financial covenants. Under the amendment,
the Company no longer pays a commitment fee on the unused portion of
the Credit Facility. Interest on borrowings under the Credit Facility
is payable at an applicable margin over prime, federal funds or LIBOR
rates. The applicable margin has been amended and now ranges between
.25% and 1.00%, based on the achievement of certain financial
covenants.
Page 7
<PAGE> 8
The amended Credit Facility contains financial covenants which limit
the Company's capital expenditures and defined leverage ratio, as well
as require the Company to maintain a minimum tangible net worth, fixed
charge coverage ratio and current funded indebtedness ratio. As a
result of the amendment, certain financial covenants were eliminated.
4. Convertible Subordinated Debentures
On May 20, 1997, the Company announced that its Board of Directors
authorized the redemption on June 30, 1997 of all outstanding 6 1/4%
Convertible Subordinated Debentures due March 1, 2002 at a price of
101.785 percent of principal, and payment of accrued interest to the
date of redemption. The debenture holders had the option up to the
date of redemption to convert their debentures into common shares at a
conversion price of 24.375 per share, or to accept redemption at the
stated premium.
Of the $56,983,000 of debentures outstanding on the date of the
announcement of the redemption, $1,076,000 were converted, resulting
in the issuance of 22,062 Class A and 22,062 Class B Common Shares.
The remaining $55,907,000 of debentures were redeemed at the premium
of 101.785 percent of principal. As a result of this transaction, the
Company recorded an extraordinary loss, net of taxes, of $1,136,000,
or $0.06 per share, consisting of the redemption premium, unamortized
debenture issuance costs and other related expenses.
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.
Page 8
<PAGE> 9
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THIRTEEN WEEKS ENDED AUGUST 2, 1997 VS. JULY 27, 1996
Net sales for the second quarter of fiscal 1998 increased 5 percent, or
$8,609,000, compared to the second quarter of fiscal 1997. The sales growth
continues to be well-distributed across all product lines, with certain product
lines experiencing less rapid growth than in the second quarter of the prior
year. Comparable store sales increased 3 percent for the second quarter of
fiscal 1998 over the same quarter a year earlier in which comparable store sales
increased 9 percent.
Gross profit increased $6,155,000 in the second quarter of fiscal 1998
compared to the same quarter of fiscal 1997. As a percentage of net sales,
fiscal 1998 second quarter gross profit was 44.7 percent, an increase of 1.2
percentage points from the same quarter a year earlier. The improvement in gross
profit margin percentage resulted from smaller markdowns on seasonal merchandise
as there was less clearance and carryover inventory during the second quarter of
fiscal 1998 when compared to the same quarter a year earlier.
Selling, general and administrative expenses as a percentage of net sales
were 44.7 percent for the second quarter of fiscal 1998, an increase of 0.7
percentage points from the same quarter a year earlier. The increase, as a
percent of sales, consisted primarily of higher store level payroll, occupancy,
and corporate office expenses. The impact of an increase in hourly wage rates
(resulting principally from the change in federal minimum hourly wage) was
partially offset by improvements in store level payroll productivity.
The Company's effective income tax rate was 37.5 percent for the second
quarter of fiscal 1998 and fiscal 1997.
The Company incurred a net loss for the second quarter of fiscal 1998,
before an extraordinary loss, of $1,003,000, or $0.05 per share, compared to a
net loss of $2,416,000, or $0.13 per share, for the same quarter a year earlier.
During the second quarter of fiscal 1998, the Company incurred an
extraordinary loss of $1,136,000, or $0.06 per share related to the early
redemption of the 6 1/4% Convertible Subordinated Debentures due March 1, 2002.
The redemption was funded through the use of the Company's long-term credit
facilities. 22,062 Class A and 22,062 Class B Common Shares were issued to
holders of $1,076,000 par value of debentures who exercised their conversion
rights.
TWENTY-SIX WEEKS ENDED AUGUST 2, 1997 VS. JULY 27, 1996
Net sales for the first half of fiscal 1998 increased 6 percent, or
$24,407,000, compared to the first half of fiscal 1997. The sales growth was
well-distributed across all product lines, in both the Jo-Ann Fabrics and Crafts
stores as well as Cloth World stores. Comparable store sales increased 5 percent
in the first half of fiscal 1998 over the same period a year earlier in which
comparable store sales increased 8 percent.
Gross profit increased $13,906,000 in the first half of fiscal 1998
compared to the same period of fiscal 1997. As a percentage of net sales, fiscal
1998 first half gross profit was 44.3 percent, an increase of 0.8 percentage
points from the same period a year earlier. The improvement in gross profit
margin percentage resulted from smaller markdowns on seasonal merchandise as
there was less clearance and carryover inventory during the first half of fiscal
1998 when compared to the same period a year earlier.
Page 9
<PAGE> 10
Selling, general and administrative expenses as a percentage of net sales
were 42.9 percent in the first half of fiscal 1998, an increase of 0.3
percentage points from the same period a year earlier. The increase, as a
percent of sales, consisted primarily of higher store level payroll and
occupancy expenses.
The Company's effective income tax rate was 37.5 percent for the first half
of fiscal 1998 and fiscal 1997.
Net earnings for the first half of fiscal 1998, before an extraordinary
loss, were $1,605,000, or $0.08 per share, compared to a net loss of $1,346,000,
or $0.07 per share, for the same period a year earlier, a $0.15 per share
improvement.
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 sales 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 was $198,789,000 at the end of the first half of fiscal
1998, a decrease of $28,945,000 from one year ago, as inventory was reduced by
$26,895,000. Long-term debt to total capitalization improved to 31 percent at
August 2, 1997 from 47 percent at July 27, 1996, as debt declined by
$64,483,000.
The Company used $8,460,000 of cash for operating activities in the first
half of fiscal 1998 compared to generating $10,138,000 of cash from operating
activities in the first half of the prior year. During the first half of fiscal
1998, cash used for operating activities included $13,948,000 of income tax
payments and a $3,280,000 payment to settle a Securities and Exchange Commission
enforcement proceeding. The cost of the Securities and Exchange Commission
settlement was recognized in the fourth quarter of fiscal 1997.
Capital expenditures were $12,083,000 for the first half of fiscal 1998 as
compared to $6,268,000 for the same period of fiscal 1997. For the full year of
fiscal 1998, capital expenditures are expected to be approximately $40,000,000
as compared to $13,191,000 in the prior year. The higher level of anticipated
fiscal 1998 capital expenditures over fiscal 1997 is principally related to an
increase in planned store openings when compared to the prior year. Expected
capital expenditures for fiscal 1998 were increased $10,000,000 over previously
disclosed expectations to include additional store openings in early fiscal
1999, additional improvements to the distribution service center and one
additional Jo-Ann etc store in fiscal 1998. The Company plans to open 60 to 65
new stores and close 65 to 70 smaller stores during fiscal 1998. The planned
openings include seven Jo-Ann etc stores, a new 45,000 square foot megastore
format.
During the first quarter of fiscal 1997, 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. As of August 2, 1997, 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 amended, on June 2, 1997, its $200,000,000 revolving credit
facility (the "Credit Facility") with a group of eight banks. The amendment
extended the expiration to May 31, 2001 and made various changes to simplify the
administration and to clarify certain terms of the Credit Facility. 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 the Credit
Facility and other lines of credit. As of August 2, 1997, the Company had
borrowings of $90,500,000 under the 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 1998.
Page 10
<PAGE> 11
During the first half of fiscal 1998, the Company opened 24 stores and
closed 30 smaller or under-performing stores. The openings include two Jo-Ann
etc stores, bringing the total of these stores opened to three. As of August 2,
1997, the Company operated 908 stores in 48 states primarily under the names
Jo-Ann Fabrics and Crafts, Cloth World, New York Fabrics and Crafts and Jo-Ann
etc.
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 differences
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 and general
economic conditions.
Page 11
<PAGE> 12
PART II OTHER INFORMATION
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 5, 1997 for the purpose of electing three
members to the class whose three-year term of office expires in
2000.
b) Alan Rosskamm, Scott Cowen and Gregg Searle were elected to the
Board of Directors in the class whose term of office expires in
2000. Betty Rosskamm and Frank Newman continued as Directors in
the class whose term of office expires in 1999, and Alma
Zimmerman and Ira Gumberg continued as Directors in the class
whose term of office expires in 1998. Samuel Krasney, whose term
of office was to expire in 1999, resigned from the Board of
Directors and his position remains vacant.
c) 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>
Alan Rosskamm 8,054,972 4,486
Scott Cowen 8,054,995 4,463
Gregg Searle 8,054,995 4,463
</TABLE>
Item 5. OTHER EVENTS
On September 15, 1997, Samuel R. Gaston announced his resignation as
Chief Financial Officer effective October 7, 1997. Mr. Gaston is
leaving the Company to attend to family issues.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
See the Exhibit Index on page 14 of this report.
b) Reports on Form 8-K
No reports on Form 8-K were filed during the 13-week period ended
August 2, 1997.
Page 12
<PAGE> 13
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.
<TABLE>
<CAPTION>
<S> <C>
DATE: September 16, 1997 /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
</TABLE>
Page 13
<PAGE> 14
FABRI-CENTERS OF AMERICA, INC.
FORM 10-Q FOR THE THIRTEEN AND TWENTY-SIX WEEK
PERIODS ENDED AUGUST 2, 1997
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
EXHIBIT NO. Description Page No.
- ---------------------- -------------------------------------------------------------- ----------------------
<S> <C> <C> <C>
11 Statement re Computation of Earnings per Common 15
Share
</TABLE>
Page 14
<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
--------------------------------- ---------------------------------
AUGUST 2, JULY 27, AUGUST 2, JULY 27,
1997 1996 1997 1996
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PRIMARY EARNINGS (LOSS) PER COMMON
SHARE:
Net earnings (loss) before extraordinary item $ (1,003) $ (2,416) $ 1,605 $ (1,346)
Extraordinary loss on debt prepayment (1,136) -- (1,136) --
------------ ------------ ------------ ------------
Net earnings (loss) $ (2,139) $ (2,416) $ 469 $ (1,346)
============ ============ ============ ============
Weighted average shares of common stock outstanding
during the period 18,336,452 17,775,272 18,180,378 18,022,119
Incremental shares from assumed exercise of stock
options - primary 1,371,273 642,710 1,289,344 591,876
------------ ------------ ------------ ------------
19,707,725 18,417,982 19,469,722 18,613,995
============ ============ ============ ============
Net earnings (loss) before extraordinary item
per common share $ (0.05) $ (0.13) $ 0.08 $ (0.07)
Extraordinary loss on debt prepayment
per common share (0.06) -- (0.06) --
------------ ------------ ------------ ------------
Net earnings (loss) per common share--primary $ (0.11) $ (0.13) $ 0.02 $ (0.07)
============ ============ ============ ============
EARNINGS (LOSS) PER COMMON SHARE
ASSUMING FULL DILUTION (a):
Net earnings (loss) before extraordinary item $ (1,003) $ (2,416) $ 1,605 $ (1,346)
Interest expense applicable to 6 1/4% convertible
subordinated debentures, net of tax 337 556 893 1,113
------------ ------------ ------------ ------------
Net earnings (loss) before extraordinary item
and debenture interest (666) (1,860) 2,498 (233)
Extraordinary loss on debt prepayment (1,136) -- (1,136) --
------------ ------------ ------------ ------------
Net earnings (loss) before debenture interest $ (1,802) $ (1,860) $ 1,362 $ (233)
============ ============ ============ ============
Weighted average shares of common stock outstanding
during the period 18,336,452 17,775,272 18,180,378 18,022,119
Incremental shares from assumed exercise of stock
options - fully diluted 1,404,443 670,868 1,344,700 670,868
Incremental shares from assumed conversion of 6 1/4%
convertible subordinated debentures 1,558,509 2,337,904 1,948,137 2,337,764
------------ ------------ ------------ ------------
21,299,404 20,783,904 21,473,215 21,030,751
============ ============ ============ ============
Net earnings (loss) before extraordinary item per share
assuming full dilution $ (0.03) $ (0.09) $ 0.12 $ (0.01)
Extraordinary loss on debt prepayment per share (0.05) -- (0.05) --
------------ ------------ ------------ ------------
Net earnings (loss) per common share
assuming full dilution $ (0.08)(a) $ (0.09)(a) $ 0.06(a) $ (0.01)(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.
</TABLE>
<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 AUGUST 2,
1997 AND THE CONSOLIDATED STATEMENT OF INCOME FOR THE TWENTY-SIX WEEKS THEN
ENDED.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-START> FEB-02-1997
<PERIOD-END> AUG-02-1997
<CASH> 12,603
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 315,377
<CURRENT-ASSETS> 338,963
<PP&E> 186,871
<DEPRECIATION> 90,282
<TOTAL-ASSETS> 452,375
<CURRENT-LIABILITIES> 140,174
<BONDS> 90,500
<COMMON> 1,033
0
0
<OTHER-SE> 203,233
<TOTAL-LIABILITY-AND-EQUITY> 452,375
<SALES> 416,300
<TOTAL-REVENUES> 416,300
<CGS> 231,906
<TOTAL-COSTS> 410,583
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,149
<INCOME-PRETAX> 2,568
<INCOME-TAX> 963
<INCOME-CONTINUING> 1,605
<DISCONTINUED> 0
<EXTRAORDINARY> (1,136)
<CHANGES> 0
<NET-INCOME> 469
<EPS-PRIMARY> .02
<EPS-DILUTED> .02
</TABLE>
