<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 13, 2000
------------------------
OR
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------------ --------
Commission file number 1-5364
-----------------
FRANK'S NURSERY & CRAFTS, INC.
------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
MICHIGAN 38-1561374
-------------------- -----------------------
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
1175 West Long Lake Road, Troy, Michigan 48098
----------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number: (248) 712-7000
-------------------
--------------------------------------------------------------------------------
Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report.
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
----- -----
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
required to be filed by Section 12, 13 or 15(d) of the Securities and Exchange
Act of 1934 subsequent to the distribution of securities under a plan confirmed
by a court.
Yes No
------- -------
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date: Common Stock, $1.00
par value, 1,000 shares outstanding as of September 15, 2000 held by FNC
Holdings Inc. There is no public trading market for the outstanding shares.
<PAGE> 2
FRANK'S NURSERY & CRAFTS, INC.
PART I - FINANCIAL INFORMATION
FRANK'S NURSERY & CRAFTS, INC.
STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Twelve Weeks Ended Twenty-Eight Weeks Ended
------------------ ------------------------
August 13, August 15, August 13, August 15,
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
NET SALES $ 102,964 $ 103,794 $ 269,920 $ 290,136
OPERATING COSTS AND EXPENSES:
Cost of sales, including
buying and occupancy 75,001 75,548 186,342 195,354
Selling, general and
administrative 29,220 28,658 74,190 73,269
Amortization of goodwill 562 563 1,312 1,313
Other income (210) (2,371) (199) (2,595)
--------- --------- --------- ---------
104,573 102,398 261,645 267,341
--------- --------- --------- ---------
INCOME (LOSS) FROM OPERATIONS (1,609) 1,396 8,275 22,795
INTEREST AND DEBT EXPENSE 4,709 4,771 12,208 11,596
--------- --------- --------- ---------
INCOME (LOSS) BEFORE INCOME
TAXES (6,318) (3,375) (3,933) 11,199
INCOME TAX BENEFIT (949)
--------- --------- --------- ---------
NET INCOME (LOSS) $ (6,318) $ (3,375) $ (2,984) $ 11,199
========= ========= ========= =========
</TABLE>
-2-
<PAGE> 3
FRANK'S NURSERY & CRAFTS, INC.
BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
AUGUST 13, August 15, January 30,
2000 1999 2000
--------- --------- -----------
(UNAUDITED) (Unaudited)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 4,836 $ 19,330 $ 8,855
Marketable securities 2,126 2,805 2,522
Accounts receivable 955 2,193 1,941
Merchandise inventory 102,552 137,563 100,823
Prepaid expenses and other
current assets 5,775 5,529 7,260
--------- --------- ---------
Total current assets 116,244 167,420 121,401
--------- --------- ---------
PROPERTY, PLANT AND EQUIPMENT,NET 222,547 214,404 220,450
GOODWILL, LESS ACCUMULATED
AMORTIZATION OF $6,325,
$3,888 AND $5,013 91,317 93,754 92,629
OTHER ASSETS AND DEFERRED CHARGES 14,934 15,040 15,153
--------- --------- ---------
$ 445,042 $ 490,618 $ 449,633
========= ========= =========
LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts payable $ 34,302 $ 45,981 $ 14,998
Accrued expenses 34,465 42,330 41,172
Notes payable to banks 35,000 48,000 62,000
Current portion of long-term debt 8,812 4,437 4,675
--------- --------- ---------
Total current liabilities 112,579 140,748 122,845
--------- --------- ---------
LONG-TERM DEBT:
Senior debt 45,515 53,810 51,741
Subordinated debt 115,000 115,000 115,000
--------- --------- ---------
Total long-term debt 160,515 168,810 166,741
--------- --------- ---------
OTHER LIABILITIES AND DEFERRED CREDITS 12,129 11,984 12,221
SHAREHOLDER'S EQUITY:
Common stock $1.00 par value,
1,000 shares authorized,
1,000 shares issued 1 1 1
Capital in excess of par value 165,999 165,999 165,999
Net parent investment 16,629 669 1,652
Retained deficit (22,810) 2,407 (19,826)
--------- --------- ---------
Total shareholder's equity 159,819 169,076 147,826
--------- --------- ---------
$ 445,042 $ 490,618 $ 449,633
========= ========= =========
</TABLE>
-3-
<PAGE> 4
FRANK'S NURSERY & CRAFTS, INC.
STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Twenty-eight Weeks Ended
-------------------------
AUGUST 13, August 15,
2000 1999
---------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (2,984) $ 11,199
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operations:
Depreciation 9,891 9,258
Amortization 2,052 1,994
Gain from pension plan reversion (2,091)
Other (162) (231)
-------- --------
8,797 20,129
Changes in current assets and current liabilities:
Accounts and notes receivable 986 674
Marketable securities (67) (2,805)
Inventory (1,729) (39,632)
Prepaid expenses 1,485 623
Accounts payable 19,304 12,199
Accrued expenses (6,695) 209
-------- --------
Net cash provided by (used in) operations 22,081 (8,603)
-------- --------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Additions to property, plant and equipment (11,988) (14,407)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in net parent investment 14,977 (587)
Increase (decrease) in notes payable to banks (27,000) 28,000
Proceeds from the reversion of pension plan 11,219
Payment of long-term debt and capital lease
obligations (2,089) (1,448)
-------- --------
Net cash provided by (used in) financing
activities (14,112) 37,184
-------- --------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (4,019) 14,174
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 8,855 5,156
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,836 $ 19,330
======== ========
</TABLE>
-4-
<PAGE> 5
NOTES TO FINANCIAL STATEMENTS
NOTE 1: BASIS OF PRESENTATION
In the opinion of the Company, the financial statements
reflect all adjustments necessary for a fair statement of the
results for the interim periods presented herein. In the
opinion of management such adjustments consisted of normal
recurring items. Financial results of the interim period are
not necessarily indicative of results that may be expected
for any other interim period or for the fiscal year. For
further information, refer to the financial statements and
footnotes thereto included in the Company's report on Form
10-K for the fiscal year ended January 30, 2000 dated April
28, 2000.
Certain reclassifications have been made to prior years
financial statements to reflect a gain resulting from a
pension plan reversion in the 1999 second quarter that was
originally included in the net parent investment account on
the balance sheet.
NOTE 2: NET PARENT INVESTMENT
On April 27, 2000 Cypress contributed $15 million and
received 2,801,204 shares of FNC Holdings Inc. ("Holdings")
common stock. The capital contribution is intended for the
funding of the Company's new point-of-sale system for $12.5
million and $2.5 million for general corporate purposes. As a
result of the capital contribution, the net parent investment
increased by $15 million due to the cash transfer from
Holdings to the Company.
NOTE 3: INCOME TAXES
Income taxes for the 2000 first half represent a benefit
resulting from the realization of certain net operating
losses for which a full valuation allowance had been
previously established. The Company reduced their valuation
allowance by $.9 million based upon regulatory approval for
certain tax matters and immediately realized the related
deferred tax asset when the tax refund was received. As of
August 13, 2000, the Company's remaining net deferred tax
asset position is fully offset with a valuation allowance,
due to the Company's historical operating results.
Due to previously unrecognized tax benefits, no income tax
provision has been provided for the first half of 2000 and
1999.
-5-
<PAGE> 6
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Second quarter of 2000 compared with second quarter of 1999
Results of operations
Net Sales
NET SALES were $103 million for the twelve week 2000 second quarter
which ended August 13, 2000 compared with $103.8 million in the 1999 second
quarter which ended August 15, 1999. Total net sales decreased .8% for the
quarter and comparable store sales decreased 3% due primarily to the
continuation of the first quarter adverse weather patterns into the first few
weeks of the second quarter, especially the Memorial day period, as well as
lower lawn and garden sales in the company's Florida market due to severe
drought conditions during the quarter.
Earnings
COST OF SALES, INCLUDING BUYING AND OCCUPANCY EXPENSES, were $75
million in the 2000 second quarter compared to $75.5 million in the 1999 second
quarter. Cost of sales, as a percentage of net sales, was 72.8% in the 2000
second quarter compared to 72.7% in the 1999 second quarter. Merchandise margins
were at the same level as the prior year's quarter. Buying and occupancy costs
for the 2000 second quarter were virtually flat with the comparable period in
1999 in spite of a $.8 million increase in occupancy and depreciation costs
attributed to new stores opened during 1999 and the first half of 2000.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES in the 2000 second quarter
were $29.2 million compared to $28.7 million in the 1999 second quarter. This
increase of approximately $.5 million or 2% is due primarily to an increase in
payroll and other store expenses for new stores opened during 1999 and the first
half of 2000. As a percentage of net sales, selling general and administrative
expenses increased .8 percentage points to 28.4% in the 2000 second quarter
compared to 27.6% in the 1999 quarter.
OPERATING INCOME (DEFINED AS "NET SALES LESS COST OF SALES, INCLUDING
BUYING AND OCCUPANCY COSTS, AND SELLING, GENERAL AND ADMINISTRATIVE EXPENSES")
for the 2000 second quarter was a loss of $1.3 million, an increase of $.9
million, compared to a loss of $.4 million for the 1999 second quarter. The
increased operating loss was primarily the result of decreased sales levels and
increased expenses for new stores. The operating loss, as a percentage of net
sales, was 1.3% for the 2000 second quarter, an increase of .9 percentage points
compared to .4% for the 1999 second quarter.
-6-
<PAGE> 7
OTHER INCOME was $.2 million for the 2000 second quarter compared with
$2.4 million for the 1999 second quarter. The 1999 second quarter includes a
reclassification of $2.1 million from the reversion of a noncontributory,
defined benefit pension plan which covered former employees of several
previously discontinued operations of FNC Holdings Inc. ("Holdings") that was
originally included in the net parent investment account on the balance sheet.
INTEREST AND DEBT EXPENSE was $4.7 million for the 2000 second quarter
compared with $4.8 million for the 1999 second quarter.
Due to previously unrecognized tax benefits no income tax provision has
been provided for in the second quarters of 2000 and 1999.
First half of 2000 compared with the first half of 1999
Results of operations
Net Sales
NET SALES were $269.9 million for the twenty-eight weeks ended August
13, 2000 compared with $290.1 million in the 1999 first half which ended August
15, 1999. Total net sales decreased $20.2 million or 7% for the 2000 first half.
Comparable store sales decreased 8.7% for the first half of 2000 due primarily
to lower lawn and garden sales as a result of unfavorable weather patterns in
virtually all markets where the Company operates with the midwest and northeast
especially adversely effected.
Earnings
COST OF SALES, INCLUDING BUYING AND OCCUPANCY EXPENSES, were $186.3
million in the 2000 first half compared to $195.4 million in the 1999 first
half. Cost of sales, as a percentage of net sales, was 69% in the 2000 first
half compared to 67.3% in the 1999 first half, an increase of 1.7 percentage
points. Merchandise margins declined by .4 percentage points primarily due to
increased promotional activity in the craft categories being phased out. Buying
and occupancy costs increased by approximately 2.4% or $1 million due
principally to increased occupancy costs of $1.8 million in the 2000 first half
for the new stores opened during 1999 and the first half of 2000. These cost
increases and the 7% sales decline contributed to a 1.3 percentage point
increase in buying and occupancy costs as a percentage of sales.
-7-
<PAGE> 8
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES in the 2000
first half were $74.2 million compared to $73.3 million in the 1999 first half.
The increase of approximately $.9 million or 1.2% includes the effect of a $1.3
million increase in payroll and other store expenses for new stores opened in
1999 and the first half of 2000. As a percentage of net sales, selling general
and administrative expenses increased 2.2 percentage points to 27.5% in the 2000
first half compared to 25.3% in the 1999 first half.
OPERATING INCOME (DEFINED AS "NET SALES LESS COST OF SALES, INCLUDING
BUYING AND OCCUPANCY COSTS, AND SELLING, GENERAL AND ADMINISTRATIVE EXPENSES")
for the 2000 first half was $9.4 million, a decrease of $12.1 million or 56.3%,
compared to $21.5 million for the 1999 first half. The decline in operating
income was primarily the result of decreased sales levels. Operating income, as
a percentage of net sales was 3.5% of net sales for the 2000 first half, a
decrease of 3.9 percentage points from the 7.4% for the 1999 first half.
OTHER INCOME was $.2 million for the 2000 first half compared with $2.6
million for the 1999 first half. This decrease of $2.4 million was due primarily
to the 1999 second quarter gain of $2.1 million from the reversion of the
pension plan related to Holdings.
INTEREST AND DEBT EXPENSE was $12.2 million for the 2000 first half
compared with $11.6 million for the 1999 first half.
INCOME TAXES for the 2000 first half represent a benefit resulting from
the realization of certain net operating losses for which a full valuation
allowance had been previously established. The Company reduced their valuation
allowance by $.9 million based upon regulatory approval for certain tax matters
and immediately realized the related deferred tax asset when the tax refund was
received. As of August 13, 2000, the Company's remaining net deferred tax asset
position is fully offset with a valuation allowance, due to the Company's
historical operating results. Due to previously unrecognized tax benefits no
income tax provision has been provided for in the first half of 2000 or the
first half of 1999.
-8-
<PAGE> 9
LIQUIDITY AND CAPITAL RESOURCES
OPERATING ACTIVITIES. Net cash provided by operations in the 2000 first
half was $22.1 million compared to net cash used in the 1999 first half of $8.6
million. The lower level of earnings for the 2000 first half was more than
offset by the $35 million reduction in the balance sheet inventory levels as
compared to the 1999 first half. The reduction in inventory occurred in two
principal sectors. First, the lawn and garden hardline inventory, including
fertilizers, tools and planters, was significantly reduced to bring the
inventory levels in line with requirements. Second, the Company's strategy to
phase out of certain product classes, especially general and juvenile crafts,
reduced the inventory levels of these categories.
INVESTING ACTIVITIES. Net cash used in investing activities in the 2000
first half was $12 million for capital expenditures, of which $5.3 million was
for the three new stores opened in the 2000 first quarter and the anticipated
remaining new stores to be opened in fiscal 2000 and $4.6 million for the new
POS system that is expected to be implemented over the balance of 2000 and the
first quarter of 2001.
FINANCING ACTIVITIES. Net cash used in financing activities in the 2000
first half was $14.1 million which related primarily to the pay-down of bank
debt of $27 million.
On April 27, 2000 Cypress contributed $15 million and received
2,801,204 shares of Holdings common stock. The capital contribution is intended
for the funding of the Company's new POS system for $12.5 million and $2.5
million for general corporate purposes. As a result of the capital contribution
the Company's net parent investment increased by $15 million due to the cash
transfer from Holdings to the Company.
The 1999 first half includes a reclassification from the net parent
investment account for the gross proceeds resulting from the reversion of a
noncontributory, defined benefit pension plan which covered former employees of
several previously discontinued operations of Holdings that was completed in the
1999 second quarter. The net surplus after the purchase of annuities reverted
back to Holdings which in turn transferred the funds to the Company. The gross
cash proceeds were $11.2 million which were used to fund a $2.8 million
investment in the Company's 401(k) program for future company match
contributions, payment of $1.7 million in excise taxes and $6.7 million used for
general corporate purposes.
-9-
<PAGE> 10
At August 13, 2000 the Company had a Senior Secured Credit Facility
(the "facility") with various banks and financial institutions providing for
total borrowings of up to $128 million. The facility has a borrowing base tied
to inventories and company-owned real estate which determines the borrowing
availability at any given time based on the seasonality of the business. The
Company had borrowings outstanding of $53 million and outstanding letters of
credit of $7.8 million at August 13, 2000. The facility requires the Company to
maintain certain financial ratios. The Company was in compliance with all of its
covenants under the facility and other restrictions under all other debt
agreements at August 13, 2000. Total long-term debt at August 13, 2000 was
$169.3 million including borrowings under the facility, mortgages, capital
leases, Subordinated Notes and the associated current portion of the
aforementioned debt. Cash and cash equivalents were $4.8 million at the end of
the 2000 first half.
The Company has $115 million of subordinated notes outstanding. The
Company and/or its affiliates may from time to time acquire subordinated notes
on the open market or in private transactions.
The Company believes its cash flow from operations, cash on hand and
utilization of available borrowings under its facility are sufficient to meet
the Company's ongoing liquidity needs. Management anticipates that total capital
expenditures for fiscal 2000 will be approximately $27 million for new stores,
general refurbishments and fixtures for existing stores and the implementation
of the POS system. The Company anticipates opening six new stores in fiscal
2000, of which three stores were opened in the 2000 first quarter. Four of the
six new stores expected to open in fiscal 2000 will be in a new market - the
Tidewater area of Virginia. The remaining new stores will be in existing
markets.
-10-
<PAGE> 11
ITEM 2A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no significant changes that would require disclosure
since January 30, 2000.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(27) Financial Data Schedule.
(b) Reports on Form 8-K
During the quarter and through the date of this
Report the Registrant filed no reports on Form 8-K.
-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.
FRANK'S NURSERY & CRAFTS, INC.
By: /s/ Joseph R. Baczko
-------------------------------
Joseph R. Baczko
Chairman, Chief Executive
Officer
By: /s/ Larry T. Lakin
-------------------------------
Larry T. Lakin
Vice Chairman,
Chief Financial Officer
Dated: September 15, 2000
-12-
<PAGE> 13
EXHIBIT INDEX
Exhibit Number Description of Exhibit
-------------- ----------------------
(27) Financial Data Schedule.
