BAKER J INC
10-Q, 1996-06-21
SHOE STORES
Previous: DEFINED ASSET FUNDS MUNICIPAL INVT TR FD MON PYMT SER 391, 485BPOS, 1996-06-21
Next: HEALTH MANAGEMENT ASSOCIATES INC, 8-K, 1996-06-21




                      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 May 4, 1996

                                    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 0-14681

                                J. BAKER, INC.
           (Exact name of registrant as specified in its charter)

    Massachusetts                                     04-2866591
(State of Incorporation)                (I.R.S. Employer Identification Number)

               555 Turnpike Street, Canton, Massachusetts  02021
                    (Address of principal executive offices)

                               (617) 828-9300
               (Registrant's telephone number, including area code)







The  registrant  (1) has filed all reports to be filed by Section 13 or 15(d) of
the Securities  Exchange Act of 1934 during the preceding 12 months (or for such
period that the registrant was required to file such reports),  and (2) has been
subject to filing such reports for the past 90 days.

                            YES   [X]           NO

The number of shares  outstanding of the registrant's  common stock as of May 4,
1996 was 13,880,352.

                                       1

<PAGE>



                       J. BAKER, INC. AND SUBSIDIARIES
                         Consolidated Balance Sheets
                  May 4, 1996 (unaudited) and February 3, 1996

<TABLE>
<S>                                                                                 <C>                    <C>
                                                                                        May 4,              February 3,
        Assets                                                                           1996                  1996
        ------                                                                         --------             -------

Current assets:
    Cash and cash equivalents                                                       $  1,545,371           $  3,287,141
    Accounts receivable:
        Trade, net                                                                    28,303,029             19,514,985
        Other                                                                          3,008,729              3,219,862
                                                                                      ----------             ----------
                                                                                      31,311,758             22,734,847
                                                                                      ----------             ----------

    Merchandise inventories                                                          316,462,108            285,703,289
    Prepaid expenses                                                                   9,754,709              8,600,990
    Income tax receivable                                                                      -              7,236,732
    Deferred income taxes                                                              7,913,078              9,198,000
                                                                                     -----------            -----------
             Total current assets                                                    366,987,024            336,760,999
                                                                                     -----------            -----------

Property, plant and equipment, at cost:
    Land and buildings                                                                25,064,423             25,064,423
    Furniture, fixtures and equipment                                                118,506,277            115,099,770
    Leasehold improvements                                                            45,567,191             43,442,932
                                                                                     -----------            -----------
                                                                                     189,137,891            183,607,125
    Less accumulated depreciation                                                     67,484,325             62,524,262
                                                                                     -----------            -----------
             Net property, plant and equipment                                       121,653,566            121,082,863
                                                                                     -----------            -----------

Deferred income taxes                                                                  6,939,000              6,939,000
Other assets, at cost, less accumulated amortization                                  57,767,325             61,298,880
                                                                                     -----------            -----------
                                                                                    $553,346,915           $526,081,742
                                                                                     ===========            ===========
        Liabilities and Stockholders' Equity

Current liabilities:
    Current portion of long-term debt                                               $  1,500,000           $  1,500,000
    Accounts payable                                                                 101,388,982            105,113,721
    Accrued expenses                                                                  17,770,710             25,066,874
                                                                                     -----------            -----------
             Total current liabilities                                               120,659,692            131,680,595
                                                                                     -----------            -----------

Other liabilities                                                                      2,641,438              2,598,026
Long-term debt, net of current portion                                               172,000,000            133,000,000
Senior subordinated debt                                                               2,922,386              4,412,711
Convertible subordinated debt                                                         70,353,000             70,353,000

Stockholders' equity                                                                 184,770,399            184,037,410
                                                                                     -----------            -----------
                                                                                    $553,346,915           $526,081,742
                                                                                     ===========            ===========
</TABLE>






See accompanying notes to consolidated financial statements.

                                       2

<PAGE>



                       J. BAKER, INC. AND SUBSIDIARIES
                     Statements of Consolidated Earnings
            For the quarters ended May 4, 1996 and April 29, 1995
                               (Unaudited)


<TABLE>
<S>                                                                       <C>                      <C>
                                                                           May 4, 1996             April 29, 1995
                                                                           -----------             --------------

Sales                                                                     $195,530,209              $231,384,692

Cost of sales                                                              104,909,360               127,852,826
                                                                           -----------               -----------

      Gross profit                                                          90,620,849               103,531,866

Selling, administrative and general expenses                                79,284,091                93,101,690

Depreciation and amortization                                                7,208,503                 6,971,000
                                                                           -----------               -----------

      Operating income                                                       4,128,255                 3,459,176

Net interest expense                                                         2,777,695                 2,422,523
                                                                           -----------               -----------

      Earnings before income taxes                                           1,350,560                 1,036,653

Taxes on earnings                                                              525,000                   399,000
                                                                           -----------               -----------

      Net earnings                                                         $   825,560               $   637,653
                                                                            ==========                ===========

Net earnings per common share:
       Primary                                                             $      0.06               $      0.05
                                                                            ==========                ==========
       Fully diluted                                                       $      0.06               $      0.05
                                                                            ==========                ==========

Number of shares used to compute net earnings per common share:
      Primary                                                               13,874,323                13,845,796
                                                                            ==========                ==========
      Fully diluted                                                         13,941,926                13,968,470
                                                                            ==========                ==========

Dividends declared per share                                               $     0.015               $     0.015
                                                                            ==========                ==========

</TABLE>









See accompanying notes to consolidated financial statements.

                                       3

<PAGE>



                     J. BAKER, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
             For the quarters ended May 4, 1996 and April 29, 1995
                                 (Unaudited)
<TABLE>
<S>                                                                       <C>                      <C>
                                                                           May 4, 1996             April 29, 1995
                                                                           -----------             --------------
Cash flows from operating activities:
      Net earnings                                                        $    825,560              $    637,653
      Adjustments to reconcile net earnings to net cash
        used in operating activities:
         Depreciation and amortization:
             Fixed assets                                                    4,960,063                 4,754,000
             Deferred charges, intangible assets and
               deferred financing costs                                      2,258,115                 2,228,968
         Deferred income taxes                                               1,284,922                         -
         Change in:
             Accounts receivable                                            (8,576,911)               (6,085,874)
             Merchandise inventories                                       (30,758,819)              (14,953,060)
             Prepaid expenses                                               (1,153,719)                 (809,786)
             Accounts payable                                               (3,724,739)              (10,273,185)
             Accrued expenses                                               (7,296,164)               (4,500,432)
             Income taxes payable/receivable                                 7,236,732                  (472,357)
             Other liabilities                                                  73,328                     3,905
                                                                           -----------               -----------
                Net cash used in operating
                  activities                                               (34,871,632)              (29,470,168)
                                                                           -----------               -----------

Cash  flows from investing activities: Capital expenditures for:
         Property, plant and equipment                                      (5,530,766)              (11,896,055)
         Other assets                                                         (459,801)               (2,286,769)
      Payments received on notes receivable                                  1,713,000                         -
                                                                           -----------             -------------
                Net cash used in investing activities                       (4,277,567)              (14,182,824)
                                                                           -----------               -----------

Cash flows from financing activities:
      Repayment of senior debt                                              (1,500,000)                        -
      Proceeds from long-term debt                                          39,000,000                40,600,000
      Proceeds from issuance of common stock                                   115,621                    11,903
      Payment of dividends                                                    (208,192)                 (207,700)
                                                                           -----------              ------------
                Net cash provided by financing activities                   37,407,429                40,404,203
                                                                           -----------              ------------

                Net decrease in cash                                        (1,741,770)               (3,248,789)

Cash and cash equivalents at beginning of year                               3,287,141                 4,915,491
                                                                           -----------               -----------

Cash and cash equivalents at end of period                                $  1,545,371              $  1,666,702
                                                                           ===========               ===========

Supplemental disclosure of cash flow information Cash paid (received) for:
      Interest                                                            $  1,528,273              $  1,331,164
      Income taxes                                                             984,192                 1,426,645
      Income taxes refunded                                                 (8,315,483)                        -
                                                                           ===========               ===========
</TABLE>


See accompanying notes to consolidated financial statements

                                       4

<PAGE>
                        J. BAKER, INC. AND SUBSIDIARIES
                                     NOTES

1] The accompanying unaudited consolidated financial statements,  in the opinion
of  management,  include  all  adjustments  (which  consist  only  of  recurring
accruals)  necessary for a fair presentation of the Company's financial position
and  results  of  operations.  The  results  for  the  interim  periods  are not
necessarily  indicative  of results that may be expected  for the entire  fiscal
year.

2] Primary  earnings per share is based on the weighted average number of shares
of Common Stock outstanding  during such period.  Stock options and warrants are
excluded from the calculation since they have less than a 3% dilutive effect.

      Fully diluted  earnings per share is based on the weighted  average number
of shares of Common  Stock  outstanding  during  such  period.  Included in this
calculation  is the dilutive  effect of stock options and  warrants.  The common
stock issuable under the 7% convertible  subordinated notes were not included in
the  calculation  for the quarters  ended May 4, 1996 and April 29, 1995 because
they were antidilutive.

3] On May 22, 1996,  the Company  announced that it had agreed with Bain Capital
("Bain") to  terminate  their  letter of intent  executed on April 19, 1996 with
respect to the proposed sale of the  Company's  SCOA division to an entity which
was to be formed by Bain along with Dennis B. Tishkoff,  SCOA's  president,  and
division  management.  The Company  intends to continue  its efforts to sell the
SCOA division on terms satisfactory to the Company.  Sales in the Company's SCOA
division were $44.7 million for the quarter ended May 4, 1996.

4] On  September  5, 1995,  the Company  announced  its intent to dispose of its
Fayva  footwear  division by the end of fiscal 1996.  When the Company  acquired
Morse in early 1993,  it did so primarily for the strategic fit of the Morse and
Baker licensed footwear divisions.  In addition,  the Company believed,  at that
time,  that it could improve the operations of Morse's Fayva  division.  Fayva's
profitability  had suffered in the years prior to the Company's  acquisition  of
Morse due, in part, to the financial difficulties of Morse. The Company believed
that by bringing  additional  financial  resources  to Fayva,  along with making
divisional  management  changes, it could restore the division to profitability.
However,  after operating Fayva for two and one half years,  the Company decided
to dispose  of Fayva due to the  continued  operating  losses  generated  by the
division,  along with  Fayva's  declining  market  share in an  already  crowded
discount retail footwear industry.

      During  the  third   quarter  of  fiscal   1996,   the  Company   recorded
restructuring  charges of $69.3 million  ($41.6 million or $3.00 per share on an
after tax basis)  related to the  disposal of Fayva.  Such  charges  include the
costs to exit from and dispose of the Fayva division,  including the loss on the
disposal of inventory, severance payments, the write off of fixed assets and the
costs to  dispose  of store  leases.  Accrued  at May 4,  1996 are costs of $5.2
million,  primarily related to lease termination costs, which are expected to be
paid by the end of fiscal 1997. As part of its Fayva exit strategy,  the Company
engaged  a  third  party  to  maximize  the  Company's  net  recovery  from  the
liquidation of the Fayva inventory.  All of Fayva's  inventory was liquidated by
the end of fiscal  1996.  The Company  also hired a  consultant  to mitigate the
disposition  costs of the  Fayva  store  leases.  Sales in the  Company's  Fayva
division for the quarter ended April 29, 1995 and fiscal year ended  February 3,
1996 were $37.3 million and $106.0 million, respectively.

5] On June 23,  1995,  Bradlees  Stores,  Inc.  ("Bradlees"),  a licensor of the
Company,  filed for protection under Chapter 11 of the United States  Bankruptcy
Code. At the time of the bankruptcy filing, the Company had outstanding accounts
receivable of  approximately  $1.8 million due from Bradlees.  Under  bankruptcy
law,  Bradlees has the option of  continuing  (assuming)  the  existing  license
agreement with the Company or terminating  (rejecting)  that  agreement.  If the
license  agreement  is  assumed,  Bradlees  must  cure all  defaults  under  the
agreement  and the  Company  will  collect  in full  the  outstanding  past  due
receivable.  The Company has no assurance  that the agreement will be assumed or
that Bradlees will continue in business.  Although the Company believes that the
rejection of the license agreement or the cessation of Bradlees' business is not
probable,  in the event that the  agreement  is rejected  or  Bradlees  does not
continue in business,  the Company believes it will have a substantial claim for
damages.  If such a claim is  necessary,  the amount  realized  by the  Company,
relative to the carrying values of the Company's  Bradlees-related  assets, will
be based on the relevant  facts and  circumstances.  The Company does not expect
this  filing  under the  Bankruptcy  Code to have a material  adverse  effect on
future earnings. The Company's sales in the Bradlees chain for the quarter ended
May 4, 1996 were $12.2 million.

                                       5
<PAGE>




6] On October 18, 1995, Jamesway  Corporation  ("Jamesway"),  then a licensor of
the  Company,  filed  for  protection  under  Chapter  11 of the  United  States
Bankruptcy  Code and announced its intention to liquidate its  inventory,  fixed
assets and real estate and to cease  operation  of its business in all of its 90
stores.  During the quarter ended February 3, 1996, the Company  participated in
Jamesway's going out of business sales and liquidated  substantially  all of its
footwear  inventory in the 90 Jamesway  stores  during the going out of business
sales.  At the  time of the  bankruptcy  filing,  the  Company  had  outstanding
accounts  receivable  of  approximately  $1.4 million due from  Jamesway.  Since
Jamesway ceased  operation of its business,  the Company believes that rejection
of its license  agreement is probable and has asserted a  substantial  claim for
damages.  The Company does not expect the closing of the Jamesway stores to have
a  material  adverse  effect  on future  earnings.  The  Company's  sales in the
Jamesway  chain for the  quarter  ended  April 29,  1995 and  fiscal  year ended
February 3, 1996 were $5.6 million and $24.3 million, respectively.

7] On November 10, 1993,  a federal jury in  Minneapolis,  MN returned a verdict
assessing royalties of $1,550,000,  and additional damages of $1,500,000 against
the Company in a patent  infringement suit brought by Susan Maxwell with respect
to a device used to connect  pairs of shoes.  Certain  post trial  motions  were
filed by Susan Maxwell  seeking treble  damages,  attorney's fees and injunctive
relief,  which motions were granted on March 10, 1995.  Judgment was entered for
Maxwell. The Company appealed the judgment.  On June 11, 1996, the United States
Court of Appeals for the Federal Circuit  reversed the trial court's findings in
part,  affirmed  the trial  court's  findings  in part and  vacated the award to
Maxwell of treble damages,  attorney's fees and injunctive  relief. The case has
been  remanded to the trial court for a  redetermination  of damages  consistent
with the opinion of the appellate court.

      A complaint  was also filed by Susan  Maxwell in  November,  1992  against
Morse Shoe, Inc. ("Morse"),  a subsidiary of the Company,  alleging infringement
of the patent referred to above.  The Morse trial was stayed pending the outcome
of the J. Baker appeal.  In light of the decision of the appeal  court,  a trial
date may be set in the next several months.




                                       6

<PAGE>
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
                               OF OPERATIONS.


All references  herein to fiscal 1997 and fiscal 1996 relate to the years ending
February 1, 1997 and February 3, 1996, respectively.

Results of Operations

           First Quarter Fiscal 1997 versus First Quarter Fiscal 1996

      Net  sales  decreased  by $35.9  million  to $195.5  million  in the first
quarter of fiscal 1997 from $231.4  million in the first quarter of fiscal 1996.
Sales in the Company's footwear operations  decreased by $46.5 million primarily
due to a $37.3 million sales decrease in the Company's  Fayva division (which is
the result of the closing of all 357 Fayva stores in the third quarter of fiscal
1996), a 3.7% decrease in comparable  retail  footwear  store sales  (Comparable
retail footwear store sales  increases/decreases  are based upon  comparisons of
weekly  sales  volume in licensed  departments  and Parade of Shoes stores which
were open in corresponding weeks of the two comparison periods),  and a decrease
in the number of discount  licensed  shoe  departments  in operation  during the
first  quarter of fiscal 1997 versus the first quarter of fiscal 1996 (which was
due in large  part to  Jamesway  ceasing  operations).  Sales  in the  Company's
apparel  operations  increased by $10.6 million  primarily due to an increase in
the number of Casual Male Big & Tall stores and Work 'n Gear stores in operation
during the first  quarter of fiscal  1997 over the first  quarter of fiscal 1996
and a 4.9% increase in  comparable  specialty  apparel store sales.  (Comparable
apparel store sales  increases/decreases  are based upon  comparisons  of weekly
sales volume in Casual Male Big & Tall stores and Work 'n Gear stores which were
open in corresponding weeks of the two comparison periods.)

      Cost of sales  constituted  53.7% of sales in the first  quarter of fiscal
1997 as compared to 55.3% of sales in the first quarter of fiscal 1996.  Cost of
sales in the  Company's  footwear  operations  was  55.1% of sales in the  first
quarter of fiscal  1997 as  compared  to 56.6% of sales in the first  quarter of
fiscal 1996. The decrease in such percentage was primarily attributable to lower
markdowns as a percentage of sales partially offset by a lower initial markup on
merchandise  purchases.  Cost of sales in the Company's  apparel  operations was
50.6% of sales in the first  quarter of fiscal 1997 which was  comparable to the
50.7% of sales in the first quarter of fiscal 1996.

      Selling,  administrative  and general expenses  decreased $13.8 million or
14.8% in the first  quarter of fiscal 1997 as  compared to the first  quarter of
fiscal  1996  primarily  due to the  closing of all 357 stores in the  Company's
Fayva  division in the third  quarter of fiscal 1996.  As a percentage of sales,
selling,  administrative and general expenses were 40.5% in the first quarter of
fiscal 1997 as compared to 40.2% in the first  quarter of fiscal 1996  primarily
due to the relative increase in sales in the Company's apparel operations, which
have higher  selling,  administrative  and general  expenses as a percentage  of
sales  than the  Company's  footwear  operations.  Selling,  administrative  and
general expenses in the Company's footwear operations were 39.5% of sales in the
first  quarter of fiscal 1997 as compared to 39.4% of sales in the first quarter
of fiscal  1996.  This  increase  was  primarily  the  result of the  decline in
comparable  retail  footwear store sales.  Selling,  administrative  and general
expenses in the Company's  apparel  operations  were 42.8% of sales in the first
quarter of fiscal 1997 as compared to 43.0% in the first quarter of fiscal 1996.
This decrease was  primarily  the result of the increase in  comparable  apparel
store sales.

      Depreciation and amortization  expense  increased by $238,000 in the first
quarter of fiscal 1997 as compared to the first quarter of fiscal 1996 due to an
increase in  depreciable  and  amortizable  assets.  This increase was partially
offset by the write-off of furniture,  fixtures and leasehold  improvements as a
result of the closing of the  Company's  Fayva  division in the third quarter of
fiscal 1996.

      As a result of the above described effects, the Company's operating income
increased by 19.3% to $4.1 million in the first quarter of fiscal 1997 from $3.5
million in the first quarter of fiscal 1996. As a percentage of sales, operating
income was 2.1% in the first  quarter of fiscal  1997 as compared to 1.5% in the
first quarter of fiscal 1996.

      Net  interest  expense  increased  $355,000  to $2.8  million in the first
quarter of fiscal  1997 from $2.4  million in the first  quarter of fiscal  1996
primarily due to higher rates on borrowings.


                                       7

<PAGE>



      Taxes on  earnings  for the first  quarter  of fiscal  1997 were  $525,000
yielding an  effective  tax rate of 38.9%,  as  compared  to taxes of  $399,000,
yielding an effective tax rate of 38.5% in the first quarter of fiscal 1996.

      Net  earnings  for the first  quarter  of fiscal  1997  were  $826,000  as
compared to net  earnings of $638,000 in the first  quarter of fiscal  1996,  an
increase of 29.5%.

Financial Condition

                     May 4, 1996 versus February 3, 1996

      The increase in accounts  receivable  at May 4, 1996 from February 3, 1996
is primarily due to seasonal factors,  licensed sales in April being higher than
licensed sales in January.

      Merchandise  inventories  at May 4, 1996 were  higher  than at February 3,
1996  primarily due to a seasonal  increase in the average  inventory  level per
location.

      The decrease in income tax  receivable  is due to receipt of the estimated
federal  income tax refund  recorded at  February  3, 1996 which  related to the
federal income tax carryback  benefits  resulting from the disposal of the Fayva
division.

      The  decrease  in  other  assets  is  primarily  due to the  recording  of
amortization expense and collections on notes receivable in the first quarter of
fiscal 1997.

      The ratio of accounts payable to merchandise inventory was 32.0% at May 4,
1996 as compared to 36.8% at February 3, 1996. This decrease is primarily due to
seasonal  factors.  The ratio of accounts  payable to merchandise  inventory was
31.7% at April 29, 1995.

      Accrued  expenses at May 4, 1996 decreased from the balance at February 3,
1996  primarily  due to payments of costs  related to the  disposal of the Fayva
division.

      Debt increased  $37.5 million to $245.3 million at May 4, 1996 from $207.8
million at February 3, 1996  primarily  due to additional  borrowings  under the
Company's revolving line of credit to meet seasonal working capital needs and to
fund capital expenditures.

Liquidity and Capital Resources

      The Company  currently has a $240 million  revolving credit facility on an
unsecured  basis with Fleet National Bank of  Massachusetts,  The First National
Bank of Boston,  NatWest Bank N.A., The Yasuda Trust and Banking Co., Ltd., Bank
Hapoalim  B.M.,  National  City  Bank,  Columbus,  Standard  Chartered  Bank and
Citizens  Savings  Bank  (the  "Banks").  As  amended  to  date,  the  aggregate
commitment  amount  will  be  reduced  by $10  million  on  December  29,  1996.
Borrowings  under the revolving  credit facility bear interest at variable rates
and, at the  discretion  of the Company,  can be in the form of loans,  bankers'
acceptances  and  letters  of  credit.  This  facility  expires  in June,  1997.
Consistent  with  prior  practices,  the  Company  will  attempt  to  extend  or
renegotiate the revolving credit facility prior to the end of fiscal 1997. As of
May 4, 1996, the Company had outstanding  obligations under the revolving credit
facility of $217.9  million,  consisting of loans,  obligations  under  bankers'
acceptances and letters of credit.











                                       8

<PAGE>



      Following is a table showing actual and planned store openings by division
for fiscal 1997:
<TABLE>
      <S>                             <C>                              <C>                       <C>
                                        Actual Openings                 Planned Openings             Total
                                             First                       Second - Fourth         Actual/Planned
      Division                        Quarter Fiscal 1997              Quarters Fiscal 1997         Openings
      --------                        -------------------              --------------------         --------

      Licensed                               35                                 45                     80
      Parade of Shoes                        42                                  0                     42
      Casual Male                            26                                 18                     44
      Work 'n Gear                            0                                  0                      0
</TABLE>

      Offsetting the above actual and planned store openings, the Company closed
64 licensed  departments,  3 Casual Male stores,  7 Parade of Shoes stores and 2
Work 'n Gear stores  during the first  quarter of fiscal  1997.  The Company has
plans to close  approximately an additional 98 licensed  departments  during the
second  through  fourth  quarters  of  fiscal  1997,  49 of which are due to the
termination  of the  license  agreement  at the end of the second  quarter  with
Younkers, Inc. ("Younkers"),  a licensor of the SCOA division. Also, the Company
plans to close  approximately 2 Casual Male stores, 4 Parade of Shoes stores and
1 Work 'n Gear store during the second through fourth quarters of fiscal 1997.

      The  information  on store  openings  and closings  reflects  management's
current  plans and should not be  interpreted  as an assurance of actual  future
developments.

      The Company  believes that amounts  available  under its revolving  credit
facility,  along with internally generated funds, will be sufficient to meet its
operating and capital requirements under ordinary  circumstances through the end
of the current fiscal year.



                                       9

<PAGE>




PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

    (a)  The Exhibits in the Exhibit Index are filed as part of this report.

    (b) No reports on Form 8-K were filed by the  registrant  during the quarter
for which this report is filed.



                                       10

<PAGE>




                                  SIGNATURES




    Pursuant  to the  requirements  of  Section  13 or 15(d)  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.






                                        J. BAKER, INC.





                                   By:/s/Alan I. Weinstein
                                     Alan I. Weinstein
                                     Senior Executive Vice President
                                     and Principal Financial Officer

Date:    Canton, Massachusetts
         June 14, 1996




                                   By:/s/Philip Rosenberg
                                     Philip Rosenberg
                                     First Senior Vice President, Treasurer 
                                     and Corporate Controller (Chief Accounting
                                     Officer)

Date:    Canton, Massachusetts
         June 14, 1996














                                       11

<PAGE>















                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC  20549


                              -------------------


                                    EXHIBITS

                                   Filed with

                         Quarterly Report on Form 10-Q

                                       of

                                 J. BAKER, INC.

                               555 Turnpike Street

                                Canton, MA  02021

                        For the Quarter ended May 4, 1996




















                                       12

<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<S>                                                                             <C>
Exhibit                                                                         Page No.
- -------                                                                         --------

10.  Material Contracts

     (.01)  Amendment to Employment Agreement between Stuart M. Needleman          *
            and J. Baker, Inc., dated April 5, 1996, attached.

11.  Computation of Primary and Fully Diluted Earnings Per Share, attached.        *

27.  Financial Data Schedule                                                       **




</TABLE>














*        Included herein
**       This  exhibit  has been  filed  with  the  Securities  and  Exchange
         Commission as part of J. Baker, Inc.'s electronic submission of this
         Form 10-Q under EDGAR filing requirements.  It has not been included
         herein.


                                       13
<PAGE>




                                  EXHIBIT 11
                         J. BAKER, INC. AND SUBSIDIARIES
           Computation of Primary and Fully Diluted Earnings Per Share*
                                  (Unaudited)



<TABLE>
<S>                                                                          <C>                     <C>
                                                                                      Quarter Ended
                                                                                May 4,               April 29,
                                                                                1996                    1995
                                                                              --------                ------

PRIMARY:

Net Earnings                                                                 $   825,560              $   637,653
                                                                              ==========               ==========


Weighted average number of common
    shares outstanding                                                        13,874,323               13,845,796
                                                                              ==========               ==========

Earnings Per Share                                                                $0.060                   $0.046
                                                                              ==========               ==========



ASSUMING FULL DILUTION:

Net Earnings                                                                 $   825,560              $   637,653
                                                                               =========              ===========

Weighted average number of common
    shares outstanding                                                        13,874,323               13,845,796
Dilutive effect of outstanding stock options                                      67,603                  122,674
                                                                               ---------               ----------
Weighted average number of common
    shares as adjusted                                                        13,941,926               13,968,470
                                                                              ==========               ==========

Earnings per share                                                                $0.059                   $0.046
                                                                              ==========               ==========
</TABLE>








* This calculation is submitted in accordance with Item 601(b)(11) of Regulation
S-K.












                                       14



<PAGE>


                                                                 EXHIBIT 10.01

                                  THIRD AMENDMENT
                             TO EMPLOYMENT AGREEMENT
                               DATED MARCH 25, 1993




         Reference is made to the  Executive  Employment  Agreement  dated as of
November 1, 1993, as amended by an Amendment dated February 8, 1995 and a Second
Amendment dated November 1, 1995 (the "Agreement") by and between J. Baker, Inc.
and Stuart Needleman.  Pursuant to paragraph 19 of the Agreement and in order to
further  amend  certain  provisions  of the  Agreement,  the Agreement is hereby
amended as follows:

       1.  Paragraph 6 of the  Agreement  is hereby  amended by  deleting  the
phrase  "ending on April 1, 1996" in the fifth line thereof and inserting in its
place the phrase "ending on April 1, 1997".

       2.  All other terms of the Agreement shall remain unchanged and continue
in full force and effect.



J. BAKER, INC.




By:/s/ Jerry M. Socol                                            April 5, 1996
   ---------------------------                                   -------------
    Jerry M. Socol                                               Date
    President and
    Chief Executive Officer




/s/ Stuart M. Needleman                                          April 5, 1996
- ----------------------------                                     -------------
    Stuart Needleman                                             Date









                                       15

<TABLE> <S> <C>



<PAGE>


<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF J. BAKER, INC. FOR THE QUARTER ENDED MAY 4, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          FEB-01-1997
<PERIOD-END>                               MAY-04-1996
<CASH>                                       1,545,371
<SECURITIES>                                         0
<RECEIVABLES>                               34,421,063
<ALLOWANCES>                                 3,109,305
<INVENTORY>                                316,462,108
<CURRENT-ASSETS>                           366,987,024
<PP&E>                                     189,137,691
<DEPRECIATION>                              67,484,325
<TOTAL-ASSETS>                             553,346,915
<CURRENT-LIABILITIES>                      120,659,692
<BONDS>                                    245,275,386
                                0
                                          0
<COMMON>                                     6,940,112
<OTHER-SE>                                 177,830,287
<TOTAL-LIABILITY-AND-EQUITY>               553,346,915
<SALES>                                    195,530,209
<TOTAL-REVENUES>                           195,530,209
<CGS>                                      104,909,360
<TOTAL-COSTS>                              104,909,360
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           2,777,695
<INCOME-PRETAX>                              1,350,560
<INCOME-TAX>                                   525,000
<INCOME-CONTINUING>                            825,560
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   825,560
<EPS-PRIMARY>                                     0.06
<EPS-DILUTED>                                     0.06
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission