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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(MARK ONE) FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended November 5, 2000
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-5364
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FRANK'S NURSERY & CRAFTS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
MICHIGAN 38-1561374
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
1175 West Long Lake Road, Troy, Michigan 48098
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number: (248) 712-7000
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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
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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
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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 December 20, 2000 held by FNC Holdings
Inc. There is no public trading market for the outstanding shares.
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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 Forty Weeks Ended
----------------------- ----------------------
November 5, November 7, November 5, November 7,
2000 1999 2000 1999
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<S> <C> <C> <C> <C>
NET SALES $ 58,506 $ 68,121 $ 328,426 $ 358,257
OPERATING COSTS AND EXPENSES:
Cost of sales, including
buying and occupancy 50,266 57,425 236,608 252,779
Selling, general and
administrative 26,151 28,595 100,341 101,864
Amortization of goodwill 563 562 1,875 1,875
Other income (126) (182) (325) (2,777)
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76,854 86,400 338,499 353,741
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INCOME (LOSS) FROM OPERATIONS (18,348) (18,279) (10,073) 4,516
INTEREST AND DEBT EXPENSE 5,859 5,721 18,067 17,317
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LOSS BEFORE INCOME TAXES (24,207) (24,000) (28,140) (12,801)
INCOME TAX BENEFIT (949)
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NET LOSS $ (24,207) $ (24,000) $ (27,191) $ (12,801)
========= ========= ========= =========
</TABLE>
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FRANK'S NURSERY & CRAFTS, INC.
BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
NOVEMBER 5, November 7, January 30,
2000 1999 2000
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(UNAUDITED) (Unaudited)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 10,118 $ 10,510 $ 8,855
Marketable securities 1,939 2,673 2,522
Accounts receivable 889 2,152 1,941
Merchandise inventory 125,889 149,768 100,823
Prepaid expenses and other
current assets 5,822 5,923 7,260
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Total current assets 144,657 171,026 121,401
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PROPERTY, PLANT AND EQUIPMENT, NET 222,064 215,915 220,450
GOODWILL, LESS ACCUMULATED
AMORTIZATION OF $6,888,
$3,888 AND $5,013 90,754 93,192 92,629
OTHER ASSETS AND DEFERRED CHARGES 14,470 14,893 15,153
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$ 471,945 $ 495,026 $ 449,633
========= ========= =========
LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts payable $ 46,832 $ 42,446 $ 14,998
Accrued expenses 32,095 33,476 41,172
Notes payable to banks 77,000 90,000 62,000
Current portion of long-term debt 8,840 4,566 4,675
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Total current liabilities 164,767 170,488 122,845
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LONG-TERM DEBT:
Senior debt 44,435 52,768 51,741
Subordinated debt 115,000 115,000 115,000
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Total long-term debt 159,435 167,768 166,741
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OTHER LIABILITIES AND DEFERRED CREDITS 12,146 11,742 12,221
SHAREHOLDER'S EQUITY:
Common stock $1.00 par value,
1,000 shares authorized,
1,000 shares issued 1 1 1
Capital in excess of par value 165,999 165,999 165,999
Net parent investment 16,614 2,359 1,652
Retained deficit (47,017) (23,331) (19,826)
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Total shareholder's equity 135,597 145,028 147,826
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$ 471,945 $ 495,026 $ 449,633
========= ========= =========
</TABLE>
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FRANK'S NURSERY & CRAFTS, INC.
STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Forty Weeks Ended
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NOVEMBER 5, November 7,
2000 1999
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (27,191) $ (12,801)
Adjustments to reconcile net loss to
net cash used in operations:
Depreciation 14,183 13,312
Amortization 2,954 2,847
Gain from pension plan reversion (2,093)
Other (18) (365)
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(10,072) 900
Changes in current assets and current liabilities:
Accounts and notes receivable 1,052 715
Marketable securities (93) (2,894)
Inventory (25,066) (51,837)
Prepaid expenses 1,438 229
Accounts payable 31,834 8,664
Accrued expenses (8,854) (6,989)
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Net cash used in operations (9,761) (51,212)
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CASH FLOWS USED IN INVESTING ACTIVITIES:
Additions to property, plant and equipment (15,797) (19,991)
Other 19
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(15,797) (19,972)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in net parent investment 14,962 (2,322)
Increase in notes payable to banks 15,000 70,000
Proceeds from the reversion of pension plan 11,221
Payment of long-term debt and capital lease
obligations (3,141) (2,361)
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Net cash provided by financing activities 26,821 76,538
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INCREASE IN CASH AND CASH EQUIVALENTS 1,263 5,354
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 8,855 5,156
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 10,118 $ 10,510
========= =========
</TABLE>
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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 for the forty weeks ended November 7, 1999 to reflect a gain
resulting from a pension plan reversion 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 forty weeks 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 November 5,
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 forty week periods of 2000 and 1999.
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NOTE 4: SUBSEQUENT EVENT
During the third quarter the Company completed an analysis that
targeted 44 stores that did not fit the Company's long term strategy
and future capital investment plans. The size and age of the stores and
lack of market penetration weighed heavily in the decision for closure
despite the fact that the stores were marginally profitable. The stores
are slated for closure in early fiscal 2001. The Company has retained
an outside firm to handle the valuation and proposed sale of these
properties subject to approval by its board of directors. Final
approval of this transaction is also subject to release from the bank
under the existing credit facilities. The Company expects to obtain
such release in the fourth quarter and to provide a reserve for the
store closures at that time.
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ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Third quarter of 2000 compared with third quarter of 1999
Results of operations
Net Sales
NET SALES were $58.5 million for the twelve week 2000 third quarter
which ended November 5, 2000 compared with $68.1 million in the 1999 third
quarter which ended November 7, 1999. Total net sales decreased 14.1% for the
quarter and comparable store sales decreased 15.6%. The Company's decline in
sales occurred principally in fertilizers, grass seeds and bulk goods due to
adverse weather comparisons with the prior year, and in crafts as a result of
continuing liquidations in this category.
Earnings
COST OF SALES, INCLUDING BUYING AND OCCUPANCY EXPENSES, were $50.3
million in the 2000 third quarter compared to $57.4 million in the 1999 third
quarter. Cost of sales, as a percentage of net sales, was 85.9% in the 2000
third quarter compared to 84.3% in the 1999 third quarter. Merchandise margins
increased by 4.3 percentage points due primarily to improved margins in lawn and
garden and crafts as well as favorable experience in vendor paybacks. Buying and
occupancy costs increased by approximately 5.8% due principally to occupancy
costs in the 2000 third quarter for the new stores opened during 1999 and the
first three quarters of 2000. This cost increase and the 14.1% sales decrease
results in a 5.9 percentage point increase in buying and occupancy costs as a
percentage of net sales.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES in the 2000 third quarter
were $26.2 million compared to $28.6 million in the 1999 third quarter. This
decrease of approximately $2.4 million or 8.4% is due primarily to a reduction
in advertising and corporate overhead expenses. As a percentage of net sales,
selling general and administrative expenses increased 2.8 percentage points to
44.8% in the 2000 third quarter compared to 42.0% in the 1999 third quarter.
OPERATING LOSS (DEFINED AS "NET SALES LESS COST OF SALES, INCLUDING
BUYING AND OCCUPANCY COSTS, AND SELLING, GENERAL AND ADMINISTRATIVE EXPENSES")
for the 2000 third quarter and the 1999 third quarter were both $17.9 million.
The operating loss, as a percentage of net sales, was 30.6% for the 2000 third
quarter, an increase of 4.3 percentage points compared to 26.3% for the 1999
third quarter.
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OTHER INCOME was $.1 million for the 2000 third quarter compared with
$.2 million for the 1999 third quarter.
INTEREST AND DEBT EXPENSE was $5.9 million for the 2000 third quarter
compared with $5.7 million for the 1999 third quarter.
Due to previously unrecognized tax benefits no income tax provision has
been provided for in the third quarters of 2000 and 1999.
First three quarters of 2000 compared with the first three quarters of 1999
Results of operations
Net Sales
NET SALES were $328.4 million for the first three quarters ended
November 5, 2000 ("2000") compared with $358.3 million in the 1999 first three
quarters which ended November 7, 1999 ("1999"). Total net sales decreased $29.9
million or 8.3% for 2000. Comparable store sales decreased 10.1% for 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 $236.6
million in 2000 compared to $252.8 million in 1999. Cost of sales, as a
percentage of net sales, was 72% in 2000 compared to 70.6% in 1999, an increase
of 1.4 percentage points. Merchandise margins increased by .6 percentage points.
Buying and occupancy costs increased by approximately 3.4% or $2 million due
principally to increased occupancy costs of $2.7 million for new stores opened
during 1999 and 2000. These cost increases and the 8.3% sales decline
contributed to a two percentage point increase in buying and occupancy costs as
a percentage of sales.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES in 2000 were $100.3
million compared to $101.9 million in 1999. The decrease of approximately $1.6
million or 1.6% includes the effect of a $1.9 million increase in payroll and
other store expenses for new stores opened in 1999 and 2000. As a percentage of
net sales, selling general and administrative expenses increased 2.2 percentage
points to 30.6% in 2000 compared to 28.4% in 1999.
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OPERATING INCOME (DEFINED AS "NET SALES LESS COST OF SALES, INCLUDING
BUYING AND OCCUPANCY COSTS, AND SELLING, GENERAL AND ADMINISTRATIVE EXPENSES")
for 2000 was a loss of $8.5 million, a decrease of $12.1 million compared to
income of $3.6 million for 1999. The decline in operating income was primarily
the result of decreased sales levels. Operating income (loss), as a percentage
of net sales was (2.6)% of net sales for 2000, a decrease of 3.6 percentage
points from the 1% for 1999.
OTHER INCOME was $.3 million for 2000 compared with $2.8 million for
1999. This decrease of $2.5 million was due primarily to the 1999 second quarter
gain 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. that was originally included in the net parent
investment account on the balance sheet.
INTEREST AND DEBT EXPENSE was $18.1 million for 2000 compared with
$17.3 million for 1999 due primarily to higher interest rates in 2000.
INCOME TAXES for 2000 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 November 5, 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 2000 or 1999.
LIQUIDITY AND CAPITAL RESOURCES
OPERATING ACTIVITIES. Net cash used in operations in 2000 was $9.8
million compared to $51.2 million in 1999. The lower level of earnings for 2000
was more than offset by the $23.9 million reduction in the balance sheet
inventory levels as compared to 1999. 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.
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INVESTING ACTIVITIES. Net cash used in investing activities in 2000 was
$15.8 million for capital expenditures, of which $6.5 million was for the six
new stores opened in 2000 and $6.6 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 provided by financing activities in 2000
was $26.8 million which related primarily to an increase in bank debt of $15
million and an equity contribution from Cypress.
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.
Financing activities for 1999 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.
At November 5, 2000 the Company had a Senior Secured Credit Facility
(the "facility") with various banks and financial institutions providing for
total borrowings of up to $127 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 $94 million and outstanding letters of
credit of $7.1 million at November 5, 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 November 5, 2000. Total long-term debt at November 5, 2000 was
$168.3 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 $10.1 million at the end of
2000.
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.
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During the third quarter the Company completed an analysis that
targeted 44 stores that did not fit the Company's long term strategy and future
capital investment plans. The size and age of the stores and lack of market
penetration weighed heavily in the decision for closure despite the fact that
the stores were marginally profitable. The stores are slated for closure in
early fiscal 2001. The Company has retained an outside firm to handle the
valuation and proposed sale of these properties subject to approval by its board
of directors. Final approval of this transaction is also subject to release from
the bank under the existing credit facilities. The Company expects to obtain
such release in the fourth quarter and to provide a reserve for the store
closures at that time.
As a result of its financial situation at the end of the third fiscal
quarter and sales during the fourth fiscal quarter to date, the Company expects
that it will require additional working capital financing in early 2001. The
Company is currently evaluating the potential sale of certain assets. These
asset sales will contribute to meeting the Company's working capital needs. The
Company anticipates that, if completed, the proceeds of the sales will not be
sufficient to meet future liquidity needs fully, and the Company will be
required to negotiate additional financings or sell additional assets. The
Company is in discussions with the agent for its senior bank lenders concerning
its financing requirements, but there can be no assurance the required financing
can be arranged. Management anticipates that total capital expenditures for
fiscal 2000 will be approximately $25 million for new stores, general
refurbishments and fixtures for existing stores and the implementation of the
POS system. The Company opened six new prototype stores for fiscal 2000,
including four in the Tidewater area of Virginia - the newest market for the
Company.
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.
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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
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Joseph R. Baczko
Chairman, Chief Executive
Officer
By: /s/ Larry T. Lakin
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Larry T. Lakin
Vice Chairman,
Chief Financial Officer
Dated: December 20, 2000
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EXHIBIT INDEX
Exhibit No. Description
27 Financial Data Schedule
