<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Thirteen Weeks Ended August 3, 1996
Commission File Number 1-9647
JAN BELL MARKETING, INC.
------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 59-2290953
-------- ----------
(State of Incorporation) (IRS Employer Identification No.)
13801 N.W. 14TH STREET, SUNRISE, FLORIDA 33323
--------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(954) 846-2776
--------------
(Registrant's telephone number, including area code)
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.
25,875,725 COMMON SHARES ($.0001 PAR VALUE)
AS OF SEPTEMBER 15, 1996
<PAGE> 2
FORM 10-Q
QUARTERLY REPORT
THIRTEEN WEEKS ENDED AUGUST 3, 1996
TABLE OF CONTENTS
---------------
<TABLE>
<CAPTION>
PART I: FINANCIAL INFORMATION PAGE NO.
<S> <C>
Item 1. Consolidated Financial Statements
A. Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . 3
B. Consolidated Statements of Operations . . . . . . . . . . . . . . . . . . . . . 4
C. Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . 6
D. Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . . . . . . . . . . . . . 9
PART II: OTHER INFORMATION
Items 1, 2 and 3 have been omitted because they are not
applicable with respect to the current reporting period.
Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . 13
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>
2
<PAGE> 3
PART I: FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
JAN BELL MARKETING, INC.
CONSOLIDATED BALANCE SHEETS
(Amounts shown in thousands except share and per share data)
<TABLE>
<CAPTION>
August 3, February 3,
1996 1996
----------- -----------
(Unaudited)
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 9,934 $ 14,955
Accounts receivable, net 4,874 5,855
Inventories 89,981 95,486
Other current assets 1,232 914
-------- --------
Total current assets 106,021 117,210
Property, net 23,596 25,943
Goodwill 2,593 2,685
Other assets 5,678 7,335
-------- --------
$137,888 $153,173
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 13,246 $ 6,043
Accrued expenses 4,052 4,405
Short-term borrowings 2,100 -
Long-term debt, current portion - 10,000
-------- --------
Total current liabilities 19,398 20,448
Long-term debt - 7,500
STOCKHOLDERS' EQUITY:
Common stock, $.0001 par value,
50,000,000 shares authorized,
25,875,725 and 25,833,541 shares
issued and outstanding, respectively 3 3
Additional paid-in capital 180,374 180,716
Accumulated deficit (60,347) (54,099)
Foreign currency translation adjustment (1,540) (1,395)
-------- --------
118,490 125,225
-------- --------
$137,888 $153,173
======== ========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE> 4
JAN BELL MARKETING, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts shown in thousands except share and per share data)
<TABLE>
<CAPTION>
Thirteen Weeks Thirteen Weeks
Ended Ended
August 3, 1996 July 29, 1995
-------------- --------------
(Unaudited)
<S> <C> <C>
Net sales $ 55,152 $ 55,452
Cost of sales and
occupancy costs 43,060 44,404
----------- -----------
Gross profit 12,092 11,048
Store and warehouse
operating and selling expenses 7,776 7,663
General and administrative expenses 2,348 2,843
Other charges 777 ---
Depreciation and amortization 2,251 1,998
Currency exchange (gain)/loss (10) 70
----------- -----------
Operating loss (1,050) (1,526)
Interest and other income 359 343
Interest expense 457 740
----------- -----------
Loss before income taxes (1,148) (1,923)
Income taxes (benefit) 29 (37)
----------- -----------
Net loss $ (1,177) $ (1,886)
=========== ===========
Net loss per common share $ (0.05) $ (0.07)
Weighted average shares outstanding 25,844,226 25,739,343
</TABLE>
See notes to consolidated financial statements.
4
<PAGE> 5
JAN BELL MARKETING, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts shown in thousands except share and per share data)
<TABLE>
<CAPTION>
Twenty-Six Weeks Twenty-Six Weeks
Ended Ended
August 3, 1996 July 29, 1995
---------------- ---------------
(Unaudited)
<S> <C> <C>
Net sales $ 102,602 $ 105,471
Cost of sales and
occupancy costs 80,799 87,039
----------- -----------
Gross profit 21,803 18,432
Store and warehouse
operating and selling expenses 15,587 15,412
General and administrative expenses 5,109 5,883
Other charges 2,643 ---
Depreciation and amortization 4,477 3,751
Currency exchange (gain)/loss (5) 636
----------- -----------
Operating loss (6,008) (7,250)
Interest and other income 749 952
Interest expense 984 1,277
----------- -----------
Loss before income taxes (6,243) (7,575)
Income taxes 5 86
----------- -----------
Net loss $ (6,248) $ (7,661)
=========== ===========
Net loss per common share $ (0.24) $ (0.30)
Weighted average shares outstanding 25,841,325 25,741,366
</TABLE>
See notes to consolidated financial statements.
5
<PAGE> 6
JAN BELL MARKETING, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts shown in thousands)
<TABLE>
<CAPTION>
Twenty-Six Weeks Twenty-Six Weeks
Ended Ended
August 3, 1996 July 29, 1995
--------------- --------------
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Cash received from customers $ 103,583 $ 111,966
Cash paid to suppliers and employees (92,768) (120,508)
Interest and other income received 749 952
Interest paid (984) (1,277)
Income taxes (paid) refunded (5) 361
--------- ---------
Net cash provided by (used in) operating activities 10,575 (8,506)
--------- ---------
Cash flows from investing activities:
Capital expenditures (296) (385)
--------- ---------
Net cash used in investing activities (296) (385)
--------- ---------
Cash flows from financing activities:
Net borrowings under line of credit 2,100 -
Debt repayment (17,500) (8,500)
Other 100 19
--------- ---------
Net cash used in financing activities (15,300) ( 8,481)
--------- ---------
Net decrease in cash and cash equivalents (5,021) (17,372)
Cash and cash equivalents at beginning of period 14,955 28,212
--------- ---------
Cash and cash equivalents at end of period $ 9,934 $ 10,840
========= =========
Reconciliation of net loss to net cash provided by
(used in) operating activities:
Net loss $ (6,248) $ (3,751)
Adjustments to reconcile net loss to net cash provided
by (used in) operating activities:
Depreciation and amortization 4,477 3,751
Foreign currency translation adjustment (145) 109
(Increase) Decrease in assets:
Accounts receivable (net) 981 6,495
Inventories 5,505 (3,625)
Other (844) (1,538)
Increase (Decrease) in liabilities:
Accounts payable 7,203 2,773
Accrued expenses (353) (8,810)
--------- ---------
Net cash provided by (used in) operating activities $ 10,575 $ (8,506)
========= =========
</TABLE>
See notes to consolidated financial statements.
6
<PAGE> 7
JAN BELL MARKETING, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
A. Unaudited Financial Statements
The Company's financial statements for the thirteen and twenty-six
week periods ended August 3, 1996 and July 29, 1995 have not been audited by
certified public accountants, but in the opinion of management of the Company
reflect all adjustments (which include only normal recurring accruals)
necessary to present fairly the financial position, results of operations and
cash flows for those periods. Results of the thirteen and twenty-six week
periods ended August 3, 1996 and July 29, 1995 are not necessarily indicative
of annual results because of the seasonality of the Company's business.
Certain reclassifications have been made to the prior consolidated
financial statements to conform to the current presentation.
The accompanying financial statements should be read in conjunction
with the Company's annual consolidated financial statements and the notes
thereto for the year ended February 3, 1996.
B. Relationship with Sam's Wholesale Club
The Company operates an exclusive leased department at all existing
and future domestic and Puerto Rican Sam's Wholesale Club ("Sam's") locations
under an agreement which expires February 1, 2001. The Company pays Sam's a
tenancy fee of 9% of net sales. During the thirteen and twenty-six weeks ended
August 3, 1996, approximately 93% and 92% of the Company's net sales were from
Sam's customers and for the foreseeable future it is expected that the
substantial portion of net sales will be generated through this agreement.
Accordingly, the Company is dependent on Sam's to conduct its business and the
loss of the leased department arrangement with Sam's would have a material
adverse effect on the business of the Company.
During Fiscal 1995, a dispute arose between Sam's and the Company
related to certain wholesale sales and returns, primarily relating to certain
claims by Sam's for credits for certain merchandise returns. The Company
considers this matter to be in nature and magnitude outside the normal course
of business. The total difference between the amount of credits that Sam's
originally claimed and the amount the Company believes is appropriate is
approximately $6.7 million. The Company and Sam's have held discussions and
negotiations regarding this matter; however, no final resolution has been
reached. While the Company believes that no further amounts are owed to Sam's,
the outcome remains uncertain. The financial statements do not include a
provision for any loss that may result from the resolution of this matter.
7
<PAGE> 8
JAN BELL MARKETING, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
C. Inventories:
Inventories are summarized as follows:
<TABLE>
<CAPTION>
August 3, February 3,
1996 1996
---- ----
(Amounts shown in thousands)
<S> <C> <C>
Precious and semi-precious gem jewelry-
related merchandise (and associated gold):
Raw materials $ 7,073 $ 6,488
Finished goods 38,798 42,083
Gold jewelry-related merchandise:
Raw materials 2 2
Finished goods 13,723 15,789
Watches 12,186 13,131
Other consumer products 18,199 17,993
------- -------
$89,981 $95,486
======= =======
</TABLE>
D. Income Taxes
The Company's provision (benefit) for income taxes for 1996 and 1995
is related to the operations of foreign subsidiaries. Federal and state tax
benefits have not been recognized for the domestic loss for 1996 and 1995 due
to the fact that all loss carrybacks have been fully utilized and, under SFAS
No. 109, "Accounting for Income Taxes," the Company has determined that it is
more likely than not that the deferred tax asset will not be realized.
E. Financing Arrangements
On July 15, 1996 the Company amended its working capital
facility with GBFC, Inc./Foothill Capital Corporation increasing the amount
available to $40 million from $30 million and extending the term to May 31,
1998. The amended interest rate of any borrowings is generally prime plus one
quarter of one percent. Upon closing of this Amendment, the Company prepaid the
$17.5 million due its senior noteholders.
F. Other Charges
Other charges of $777,000 and $2.6 million for the thirteen
and twenty-six weeks ended August 3, 1996 represent severance payments to the
Company's former President and Chief Executive Officer, $147,000 of which was
incurred in the thirteen weeks ended August 3, 1996 and a write-off of $630,000
of financing costs in connection with the Company's pay-off of senior
noteholders, also in the thirteen weeks ended August 3, 1996.
8
<PAGE> 9
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The discussion and analysis below contain trend analysis and other
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The
Company's actual results could differ materially from those anticipated in any
forward-looking statements as a result of certain factors set forth below and
elsewhere in this Report.
The Company operates an exclusive leased department at all existing
and future domestic and Puerto Rican Sam's Wholesale Club ("Sam's") locations
under an agreement which expires February 1, 2001. During the thirteen and
twenty-six week periods ended August 3, 1996 and July 29, 1995, approximately
93% and 92% of the Company's net sales were from Sam's customers and for the
foreseeable future it is expected that the substantial portion of net sales
will be generated through this agreement.
Net sales were $55.2 million and $102.6 million for the thirteen and
twenty-six week periods ended August 3, 1996 compared to $55.5 million and
$105.5 million for the thirteen and twenty-six week periods ended July 29,
1995. The decline in sales in Fiscal 1996 reflects primarily the closing of the
wholesale division. Net sales in the retail locations for the thirteen and
twenty-six week periods ended August 3, 1996 were $51.9 million and $95.8
million compared to $50.4 million and $89.6 million for the thirteen and
twenty-six week periods ended July 29, 1995. Comparable retail sales for
locations open for more than one year for the thirteen and twenty-six week
periods ended August 3, 1996 were $51.0 million and $93.7 million compared to
$49.7 million and $88.6 million for the thirteen and twenty-six week periods
ended July 29, 1995.
Gross profit was $12.1 million or 21.9% of net sales for the thirteen
weeks ended August 3, 1996 compared to $11.0 million or 19.9% of net sales for
the thirteen weeks ended July 29, 1995. Gross profit was $21.8 million or 21.3%
of net sales for the twenty-six weeks ended August 3, 1996 compared to $18.4
million or 17.5% of net sales for the twenty-six weeks ended July 29, 1995. The
increase in gross profit as a percentage of net sales was primarily
attributable to margin improvements that are being recognized in the Company's
retail locations because of a shift in merchandising strategies that emphasize
higher margin gem, gold and watch products in place of other lower margin
products and categories.
Management recognizes that continued improvement in net sales must be
achieved for the Company to return to profitability.
9
<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
Store and warehouse operating and selling expenses were $7.8 million
and $15.6 million for the thirteen and twenty-six weeks ended August 3, 1996
compared to $7.7 million and $15.4 million for the thirteen and twenty-six
weeks ended July 29,1995. The incremental increase in these expenses for the
thirteen and twenty-six weeks ended August 3, 1996 compared to the thirteen and
twenty-six weeks ended July 29, 1996 is consistent with the increase in retail
sales.
General and administrative expenses were $2.3 million and $5.1 million
for the thirteen and twenty-six weeks ended August 3, 1996 compared to $2.8
million and $5.9 million for the thirteen and twenty-six weeks ended July 29,
1995. The decrease in these expenses is primarily attributable to the Company's
continued efforts to reduce corporate overhead expenses.
Other charges of $777,000 and $2.6 million for the thirteen and
twenty-six weeks ended August 3, 1996 represent severance payments to the
Company's former President and Chief Executive Officer, $147,000 of which was
incurred in the thirteen weeks ended August 3, 1996 and a write-off of $630,000
of financing costs in connection with the Company's pay- off of senior
noteholders, also in the thirteen weeks ended August 3, 1996.
The increase in depreciation and amortization expense to $2.3 million
and $4.5 million for the thirteen and twenty-six weeks ended August 3, 1996
from $2.0 million and $3.8 million for the thirteen and twenty-six weeks ended
July 29, 1995 is primarily a result of the amortization of finance costs
incurred in connection with the working capital facility.
The instability of the Mexican peso during Fiscal 1995 resulted in a
currency exchange loss of $70,000 and $636,000 for the thirteen and twenty-six
weeks ended July 29, 1995. Greater stability during 1996 resulted in a gain of
$10,000 and $5,000 for the thirteen and twenty-six weeks ended August 3, 1996.
The retail jewelry business is seasonal in nature with a higher
proportion of sales and significant portion of earnings generated during the
fourth quarter holiday selling season. As a result, operating results for the
thirteen and twenty-six weeks ended August 3, 1996 are not necessarily
indicative of results of operations for the entire fiscal year.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
On July 15, 1996 the Company amended its working capital facility with
GBFC, Inc./Foothill Capital Corporation increasing the amount available to $40
million from $30 million and extending the term to May 31, 1998. The amended
interest rate of any borrowings is generally prime plus one quarter of one
percent. Upon closing of this Amendment, the Company prepaid the $17.5 million
due its senior noteholders.
As of August 3, 1996, cash and cash equivalents totaled $9.9 million,
a decrease of $5.0 million from February 3, 1996 which resulted primarily from
the payoff of senior notes, partially offset by cash generated from operations
of $10.6 million. The Company had $2.1 million in short-term borrowings under
its working capital facility outstanding as of August 3, 1996 which was repaid
by August 9, 1996.
The Company's working capital requirements are directly related to the
amount of inventory required to support its retail operations. During the
thirteen and twenty-six weeks ended August 3, 1996, the inventory decrease of
$5.5 million reflects the Company's continued efforts to reduce and better
balance its inventory levels.
10
<PAGE> 11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
For the remainder of Fiscal 1996, based on discussions with Sam's, the
Company expects a very limited increase in the number of leased departments it
operates, and consequently does not foresee a need for a significant increase
in inventory. Capital expenditures for Fiscal 1996 are projected not to exceed
$6 million.
The Company's business is highly seasonal, with seasonal working
capital needs peaking in October and November before the holiday selling
season.
The Company believes that its cash on hand, projected cash from
operations and availability under the Working Capital Facility will be
sufficient to meet its anticipated working capital and capital expenditure
needs for the remainder of Fiscal 1996. There can be no assurance that the
Company's future operating results will be sufficient to sustain any debt
service and working capital needs.
FUTURE OPERATING RESULTS
The future operating results of the Company may be affected by a
number of factors, including without limitation the following:
The Company markets its products principally through Sam's Club, a
division of Wal-Mart, Inc., pursuant to an arrangement whereby the Company
operates an exclusive leased department at all of Sam's existing and future
domestic and Puerto Rican locations through February 1, 2001. For the thirteen
and twenty-six weeks ended August 3, 1996, sales through Sam's accounted for
approximately 93% and 92% of the Company's net sales. Accordingly, the Company
is dependent on Sam's to conduct its business, and the loss of the leased
department arrangement with Sam's would have a material adverse effect on the
business of the Company.
During Fiscal 1995, the Company opened its first "Jewelry Depot", a
6,071 square foot value oriented jewelry and luxury gift store in Framingham,
Massachusetts. Subsequently, the Company also opened two "Jewelry Depot
Outlets", a 2,207 square foot facility in Vero Beach, Florida and a 891 square
foot store in Worcester, Massachusetts. The "Jewelry Depot" and "Jewelry Depot
Outlets" each were opened as prototypes for potential stand-alone jewelry
operations that the Company will evaluate as possible long term sources of
additional revenue growth. The Company currently is unable to determine the
impact of these potential stand-alone jewelry operations on its future
operating results or capital requirements.
In 1992, the Company signed an agreement to be the primary supplier of
fine jewelry, watches and fragrances with the Club Aurrera, a warehouse club
joint venture in Mexico between Wal-Mart Stores and Cifra S.A. Due to the peso
devaluation, the Company's sales by its Mexican subsidiary were significantly
lower in 1995 than in 1994 reflecting the overall reduction in the Mexican
consumer's disposable income. In this marketplace, the Company faces the risk
of foreign currency fluctuations, local economic and political conditions and
competitors.
The Company's retail operation requires expertise in the areas of
merchandising, sourcing, selling, personnel, training, systems and accounting.
The Company must look to increases in the number of retail locations to occur,
thereby increasing the Company's customer base, for expansion. The retail
jewelry market is particularly subject to the level of consumer discretionary
income and the subsequent impact on the type and value of goods purchased. With
the consolidation of the retail industry, the Company believes that competition
both within the warehouse club industry and with other competing general and
specialty retailers and discounters will continue to increase. Further
consolidation of the warehouse club industry due to geographic constraints and
market consolidation might also adversely affect the Company's existing
relationship with Sam's and the Company's business. The opening and success of
the leased locations and locations to be opened in later years, if any, will
depend on various factors, including general economic and business conditions
affecting consumer spending, the performance of the Company's retail programs
and concepts, and the ability of the Company to manage the leased operations
and future expansion and hire and train personnel.
11
<PAGE> 12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
The Company purchases diamonds and other gemstones directly in
international markets located in Tel Aviv, New York, Antwerp and elsewhere. The
Company seeks to meet its diamond requirements with purchases on a systemic
basis throughout the year. Hedging is not available with respect to possible
fluctuations in the price of gemstones. If such fluctuations should be
unusually large or rapid and result in prolonged higher or lower prices, there
is no assurance that the necessary price adjustments could be made quickly
enough to prevent the Company from being adversely affected. Further, the
continued availability of diamonds to the Company is dependent, to some degree,
upon the political and economic situation in South Africa and Russia, which
have been unstable. Several other countries also are major suppliers of
diamonds, including Botswana and Zaire. In the event of an interruption of
diamond supplies, or a material or prolonged reduction in the world supply of
finished diamonds, the Company could be adversely affected.
Although purchases of several critical raw materials, notably gold and
gemstones, are made from a limited number of sources, the Company believes that
there are numerous alternative sources for all raw materials used in the
manufacture of its finished jewelry, and the failure of any principal supplier
would not have a material adverse effect on operations. Any changes in foreign
or domestic laws and policies affecting international trade may have a material
adverse effect on the availability or price on the diamonds, other gemstones,
precious metals and non-jewelry products purchased by the Company. Because
supplies of parallel marketed products are not always readily available, it can
be a difficult process to match the customer demand to market availability.
The Company utilizes the services of independent suppliers and customs
agents to comply with U.S. customs laws in connection with its purchases of
gold, diamonds and other raw materials from foreign sources. The Company bears
certain risks in purchasing parallel marketed goods which includes certain
watches and other products such as fragrances and collectibles. Parallel
marketed goods are products to which trademarks are legitimately applied but
which were not necessarily intended by their foreign manufacturers to be
imported and sold in the United States. The laws and regulations governing
transactions involving such goods lack clarity in significant respects. From
time to time, trademark or copyright holders and their licensees initiate
private suits or administrative agency proceedings seeking damages or
injunctive relief based on alleged trademark or copyright infringement by
purchasers and sellers of parallel marketed goods. While the Company believes
that its practices and procedures with respect to the purchase of parallel
marketed goods lessen the risk of significant litigation or liability, the
Company is from time to time involved in such proceedings and there can be
assurance that additional claims or suits will not be initiated against the
Company or any of its affiliates, and there can be no assurances regarding the
results of any pending or future claims or suits. Further, legislation has
been introduced in Congress in recent years and is currently pending regarding
parallel marketed goods. Certain legislative or regulatory proposals, if
enacted, could materially limit the Company's ability to sell parallel marketed
goods in the United States. There can be no assurances as to whether or when
any such proposals might be acted upon by Congress or that future judicial,
legislative or administrative agency action will restrict or eliminate these
sources of supply. The Company has identified alternate sources of supply,
although the cost of certain products may increase or their availability may be
lessened.
The agreements related to the Company's Working Capital
Facility contain covenants which require the Company to maintain financial
ratios related to earnings, working capital, inventory turnover, trade payables
and tangible net worth, limit capital expenditures and the incurrence of
additional debt, and prohibit the payment of dividends. There can be no
assurance that the Company's future operating results will be sufficient to
meet the requirements of the foregoing covenants.
12
<PAGE> 13
PART II: OTHER INFORMATION
ITEM 4
SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
The Annual Meeting of Shareholders was held August 20, 1996. The
Shareholders of the Company elected as directors Haim Bashan, Gregg Bedol and
Robert G. Robison to serve terms expiring in 1999. The election of directors by
the Shareholders was by the following votes:
<TABLE>
<CAPTION>
DIRECTOR FOR WITHHELD
-------- --- --------
<S> <C> <C>
Haim Bashan 21,513,398 589,808
Gregg Bedol 20,066,445 2,036,761
Robert G. Robison 20,107,273 1,995,933
</TABLE>
The following are directors whose term of office continued after the
Annual Meeting: Isaac Arguetty, Chaim Edelstein, Peter Offermann, Thomas
Epstein and Sidney Feltenstein.
The Shareholders ratified Amendments to the Certificate of
Incorporation by a vote of 14,679,501 shares in favor, 1,330,287 against,
109,899 shares abstaining and 5,983,519 shares broker non-voting.
The Shareholders also ratified Deloitte & Touche LLP as independent
accountants of the Company for the fiscal year ending February 1, 1997 by a
vote of 21,932,549 in favor, 87,558 shares against and 83,099 shares
abstaining.
ITEM 5.
OTHER INFORMATION
On July 15, 1996 the Company amended its working capital facility
with GBFC, Inc./Foothill Capital Corporation increasing the amount available
to $40 million from $30 million and extending the term to May 31, 1998. The
amended interest rate of any borrowings is generally prime plus one quarter
of one percent. Upon closing of this Amendment, the Company prepaid the $17.5
million due its senior noteholders.
ITEM 6.
EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
Exhibit
<S> <C>
(a) The following list of schedules and exhibits are
incorporated by reference as indicated in this Form 10-Q:
10.14 Third Amendment to Loan and Security Agreement.
27 Financial Data Schedule (for SEC use only)
(b)
Reports on Form 8-K. None
</TABLE>
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.
JAN BELL MARKETING, INC.
-------------------------------------
(Registrant)
Date: September 17, 1996 By: DAVID P. BOUDREAU
------------------ ----------------------------------
Senior Vice President of Finance
and Treasurer
13
<PAGE> 1
Exhibit 10.14
======================================================================
THIRD AMENDMENT TO
LOAN AND SECURITY AGREEMENT
======================================================================
........................, 1996
Effective:......................., 1996
THIS THIRD AMENDMENT is made to the May 31, 1995 Loan and Security
Agreement (the "LOAN AGREEMENT") between
GBFC, Inc., a Delaware corporation with its principal
executive offices at 40 Broad Street, Boston, Massachusetts, as agent
for the ratable benefit of the "LENDERS" (in such capacity, the
"AGENT"), being:
GBFC, Inc.
and
Foothill Capital Corporation, a California
corporation with its principal executive offices at 11111
Santa Monica Boulevard, #1500 Los Angeles, California
90025-3333
and
JBM Retail Company, Inc. (hereinafter, the "BORROWER"), a
Delaware corporation with its principal executive offices at 13801
Northwest 14th Street, Sunrise, Florida 33323
in consideration of the mutual covenants contained herein and benefits to be
derived herefrom, and shall take effect as of the date indicated above,
WITNESSETH:
1. AGREEMENT TO AMEND
Provided each of those "Conditions to Amendment" set forth in Section
2, below, is satisfied on or before July 19, 1996, the Loan Agreement shall be
<PAGE> 2
amended, as set forth below, such amendment to take effect as of
.................... 1996.
SECTION 1-4(B)(I) of the Loan Agreement is amended to read as follows:
(b)(i)(A) Subject to the terms and conditions
of the within Agreement, the Lenders will provide the Borrower with
the loan so requested, as follows:
(I) If such request is made at a
time when there is, or within the then immediately preceding
Fourteen (14) days had been, an unpaid principal balance in
the Loan Account, and if such request is received by 3:00 p.m.
on a Business Day (defined below), such loan will be made by
the end of business on the Business Day next following;
otherwise, by the end of business on the Business Day second
next following.
(II) At all other times, by the end
of business on the third Business Day after (and not
including) the day on which such request is made, except that
the very first loan which is made under the Revolving Credit
shall be made on the Business Day next following that on which
such loan otherwise would have been made under the foregoing
timetable.
(B) On not less than Five (5) days prior
notice in each instance, the Funding Agent may revise the above
schedule, by which loans shall be made, from time to time.
SECTION 1-8(A) of the Loan Agreement is amended to read as follows:
(a) Except as otherwise provided in Subsection (b), below, the
unpaid principal balance of the Loan Account shall bear interest, until repaid
(calculated based upon a 360-day year and actual days elapsed), floating as
follows:
/ July 15, 1996 / / 2 /
<PAGE> 3
(i) From the date of execution of the within Agreement
until the effective date of the Third Amendment to the within
Agreement: at the aggregate of Base plus One and One-Half Percent
(1.5%) per annum.
(ii) From the effective date of the Third Amendment to the
within Agreement until the later of the Termination Date or the date
on which all Liabilities have been paid and any obligation of the
Lenders to provide loans and advances under the Revolving Credit and
financial accommodations to or for the account of the Borrower have
terminated: at the aggregate of Base plus One Quarter of One Percent
(0.25%) per annum, provided, however, in the event that the weighted
average unpaid principal balance of the Loan Account for any
Utilization Period is greater than Fifty Percent (50%) of the Loan
Ceiling, the Borrower shall pay the Lenders, within Two (2) weeks
following the end of such Utilization Period, an amount equal to the
difference between interest, as accrued during that Utilization Period
and interest which would have accrued if the interest rate, during
that Utilization Period had been the aggregate of Base plus One Half
of One Percent (0.50%) per annum.
SECTION 1-9 of the Loan Agreement is amended to read as follows:
1-9. Commitment, Facility and Unused Line Fees.
(a) As compensation for the Lenders' commitment included herein to
make loans and advances to the Borrower and as compensation for the Lenders'
maintenance of sufficient funds available for such purpose, the Lenders have
earned a COMMITMENT FEE (so referred to herein) of One Million Three Hundred
Thousand Dollars ($1,300,000.00). The Commitment Fee shall be payable in Three
(3) installments, the first of which, in the sum of $450,000.00, shall be
payable on the date on which the within Agreement is executed and the second of
which, in the sum of $450,000.00, shall be payable on May 31, 1996, and the
third of which, in the sum of $400,000.00, shall be payable on May 31, 1997,
provided, however, in the event of the acceleration of the Liabilities on
account of the occurrence of any Event of Default, the Lenders shall not be
entitled to any installment of the Commitment Fee other than any unpaid
installment of the Commitment Fee for which the due date has
/ July 15, 1996 / / 3 /
<PAGE> 4
occurred on or prior to the date of such acceleration, provided further it is
understood that $900,000.00 of the Commitment Fee has previously been paid.
(b)(i) The Borrower shall pay the Agent, on account of the routine
day to day administration of the Revolving Credit, a FACILITY FEE (so referred
to herein) of $11,000 per month for the period beginning with the execution of
the within Agreement and ending on May 31, 1997 and $8,000.00 per month for
the period beginning on June 1, 1997 and ending on the Termination Date. Such
Facility Fee shall be payable monthly, with the first such Facility Fee payable
at the execution of the within Agreement, and all subsequent Facility Fees
payable on the first day of each month thereafter, other than June 1, 1995
(provided, however, the failure to have made such payment on such first day of
the month shall not constitute an Event of Default if such first day is not a
Business Day and such payment is made on the then next succeeding Business
Day).
(ii) In the event of the termination of the Revolving
Credit on account of the Borrower's having given a Termination Notice,
there shall be paid to the Agent (in addition to any then accrued but
unpaid monthly Facility Fees), in lieu of any monthly Facility Fees
which would have come due and payable thereafter, an amount equal to
the greater of (A) or (B), below:
(A) The lesser of (I) the aggregate amount of the
monthly Facility Fees (without giving effect to any changes
made pursuant to Paragraph (c), below), which would be paid
during the three calender months following the subject
Termination Date specified in such termination Notice, or (II)
the aggregate amount of the monthly Facility Fees (without
giving effect to any changes made pursuant to Paragraph (c),
below), which would be paid during the period between the
subject Termination Date specified in such termination Notice
and the Maturity Date; or
(B) $132,000.00 minus the aggregate amount of the
monthly Facility Fees paid between June 1, 1996 and the
subject Termination Date specified in such Termination Notice.
(ii) In the event of the acceleration of the Liabilities
on account of the occurrence of an Event of Default, there shall be
paid to the Agent (in addition to any
/ July 15, 1996 / / 4 /
<PAGE> 5
then accrued but unpaid monthly Facility Fees), in lieu of any monthly
Facility Fees which would have come due and payable thereafter, an
amount equal to Thirty-Three Thousand Dollars ($33,000.00).
(c) Upon and following the occurrence of any Suspension Event, the
Agent may alter the amount of the Facility Fee reasonably to reflect any
increased administration required by reason of changes to the Borrower's
financial and business circumstances evidenced by such occurrence. Such
increased Facility Fee may include charges on a per diem, hourly, or other
basis to reflect such increased administration. The Agent shall provide the
Borrower with notice of any alteration of the Facility Fee.
(d) The Borrower shall pay the Agent, on the Seventh day of each
October, January, April, and July to occur after July 1, 1996 (or on the then
next succeeding Business Day, if such Seventh day is not a Business Day), and
on the Termination Date, a fee for the unused portion of the Revolving Credit,
which fee is equal to One Quarter of One Percent (0.25%) per annum of the
difference between (x) the Loan Ceiling and (y) the weighted average unpaid
principal balance of the Loan Account during the then most recently completed
Three (3) calendar months (with respect to those payments due on the Seventh
day of each such October, January, April, and July) and for the period
commencing with the first day after the then most recently completed Three (3)
calendar months for which such fee has been paid and ending on the Termination
Date (with respect to the payment due on the Termination Date).
(e) The Borrower shall not be entitled to any credit, rebate or
repayment of any Commitment Fee, Facility Fee, fee for the unused portion of
the Revolving Credit, or other fee previously earned pursuant to this Section
notwithstanding any termination of the within Agreement or suspension or
termination of the Lenders' obligation to make loans and advances hereunder.
SECTION 1-11(A) of the Loan Agreement is amended to read as follows:
/ July 15, 1996 / / 5 /
<PAGE> 6
(a) Prior to the issuance of any L/C, the Borrower shall pay to
the Agent a fee for each L/C equal to the following:
(i) Standbys: Greater of $1,000.00 or One Percent (1%)
per annum of the Stated Amount of that L/C.
(ii) Documentaries:
(A) Initial Expiry of less than Ninety (90) days:
Greater of $1,000.00 or 0.40% per annum of
the Stated Amount of that L/C, provided,
however, in the event of the amendment of any
documentary L/C so that its expiry is greater
than Ninety (90) days from when first issued,
the Borrower shall pay the Agent,
contemporaneous with such amendment, the
difference between the fee paid pursuant to
this Subsection and the fee which would have
been paid, pursuant to Subsection (B) below,
if the fee paid at the issuance of the
subject L/C had been determined in accordance
with the provisions of Subsection (B), below.
(B) Initial Expiry of Ninety (90) to One Hundred
Eighty (180) days: Greater of $1,000.00 or
0.50% per annum of the Stated Amount of that
L/C.
SECTION 1-12(A) of the Loan Agreement is amended to read as follows:
(a) No L/C (whether as issued or as amended) shall have
an expiry which is later than the following:
(i) Documentaries: The sooner of One Hundred
Eighty (180) days following initial issuance or Thirty (30) days prior
to the Maturity Date.
(ii) Standbys: Thirty (30) days prior to the
Maturity Date.
ARTICLE 3 of the Loan Agreement is amended such that the following
Definitions, which appear therein, respectively read as
follows:
/ July 15, 1996 / / 6 /
<PAGE> 7
"ADMINISTRATIVE FACILITY FEE": Deleted.
"APPLICABLE ADVANCE RATE": The following percentages of the Cost (net
of Inventory Reserves) for those of the following categories
of domestic inventory of the Borrower and of Jan Bell deemed
eligible for borrowing by the Agent, which rates and
categories are subject to revision from time to time by the
Agent in the Agent's discretion (based upon reappraisals
conducted pursuant to Section 9-11(a), below, or otherwise to
reflect changed circumstances):
<TABLE>
<CAPTION>
CATEGORY PERCENTAGE
(%)
<S> <C>
Gems 38.7
Gold 69.6
Watches 24.2
Fragrances 44.9
Collectibles 35.4
Sunglasses 40.6
Writing 51.5
Instruments
</TABLE>
"COMMITMENT" "COMMITMENT PERCENTAGE": As follows:
<TABLE>
<CAPTION>
LENDER COMMITMENT COMMITMENT
PERCENTAGE
<S> <C> <C>
GBFC, INC. $ 5,000,000.00 12.5
</TABLE>
/ July 15, 1996 / / 7 /
<PAGE> 8
<TABLE>
<S> <C> <C>
Foothill Capital $35,000,000.00 87.5
</TABLE>
"CONSOLIDATED TANGIBLE NET WORTH": at any time,
(a) Total stockholders' equity of Jan Bell and its
subsidiaries at such time as would appear on a consolidated balance sheet for
such Persons prepared in accordance with GAAP, except that such total
shareholders' equity shall be calculated without regard to any foreign currency
translation gains or losses which, under GAAP, would be required to be taken by
such Persons after June 30, 1996.
minus
(b) The net book value at such time (after deducting
related depreciation, obsolescence, amortization, valuation and other proper
reserves) of all Intangible Assets of Jan Bell and its subsidiaries at such
time as would appear on a consolidated balance sheet for such Persons prepared
in accordance with GAAP.
minus
(c) the Excess Foreign Asset Amount at such time.
"INVENTORY RESERVES": Such Reserves as may be established from time
to time by the Agent in the Agent's discretion with respect to
the determination of the salability of the Acceptable
Inventory or which reflect such other factors as affect the
market value of the Acceptable Inventory [including, declines
in the spot market price of precious metals]. Initially,
Inventory Reserves include 1% of Cost to cover consolidation
costs.
"LOAN CEILING": Forty Million Dollars ($40,000,000.00).
"TERMINATION DATE": The soonest of (a) the Maturity Date; (b) the
date set by the Borrower in a Termination Notice; (c) the
occurrence of any
/ July 15, 1996 / / 8 /
<PAGE> 9
Event of Default referred to in Section 10-10; or (d) the
date, written notice of which is given by the Agent to the
Borrower following the occurrence of any Event of Default,
other than any Event of Default referred to in Section 10-10.
ARTICLE 3 of the Loan Agreement is further amended by adding the
following definitions, each in alphabetical order, therein:
"EBITDA": the Borrower's earnings from operations before
interest, taxes, depreciation, and amortization, each as
defined in accordance with GAAP, without regard to any foreign
currency translations gains or losses.
"FACILITY FEE": Is defined in Section 1-9.
"MATURITY DATE": May 31, 1998.
"TERMINATION NOTICE": irrevocable written notice given by the
Borrower to the Agent in which notice the Borrower sets a
Termination Date, which date shall be the last day of a month
and shall be not less than Sixty (60) days following the date
on which such written notice is given.
"UTILIZATION PERIOD": the period commencing on each July 1 after (and
not including) July 1, 1995 and ending at the sooner of the
then next June 30 or the Termination Date.
/ July 15, 1996 / / 9 /
<PAGE> 10
SECTION 5-23(A) of the Loan Agreement is amended to read as follows:
(a) On or before May 15, 1996, the Borrower shall have
provided to the Agent the following, each duly executed on behalf of the
signatories thereto and each in form reasonably satisfactory to the Agent:
(i) Guaranties by each Significant Foreign
Subsidiary, secured by such security, mortgage, and collateral
interests in the assets thereof as may be satisfactory to the Agent,
which interests shall be first and only except as to Permitted
Encumbrances and as otherwise provided in the Intercreditor Agreement.
(ii) Customary due diligence items with respect to
the items referenced in Subsection (a), above.
(iii) A Mortgage (similar to that provided to the
holders of the Notes) of the land, with the improvements thereon,
located in Sunrise, Florida, and owned by Jan Bell, which Mortgage may
be filed for record by the Lenders' Agent only in the event of, and
following, the occurrence of a Suspension Event.
(b) Until such time as the Borrower has furnished the
Agent with the items required pursuant to Section 5-23(a), above, the Borrower
shall not take any steps not taken on or prior to the date on which the within
Agreement is executed to create, grant, or perfect any Encumbrance on any or
all of the capital stock of any Significant Foreign Subsidiary to, or for the
benefit of, the holders of the Notes.
SECTIONS 7-2 AND 7-3 of the Loan Agreement are amended to read as
follows:
/ July 15, 1996 / / 10 /
<PAGE> 11
7-2. The Blocked, Concentration and Funding Accounts. (a) The
following checking accounts have been or will be established (and are so
referred to herein):
(i) The BLOCKED ACCOUNT: Established
with NationsBank (Account No. 3750683305).
(ii) The CONCENTRATION ACCOUNT:
Established by the Funding Agent, initially with Chemical Bank
(Account No. 323-266193), but subject to change, from time to time, on
written notice by the Funding Agent to the Borrower.
(iii) The FUNDING ACCOUNT: Established by
Jan Bell with NationsBank (Account No 3750188716).
(b) The contents of the Blocked Account and of the
Concentration Account respectively constitute Collateral and Proceeds of
Collateral.
(c) The Borrower shall pay all fees and charges of, and
maintain such impressed balances as may be required by, any bank in which any
account is opened as required hereby (even if such account is opened by the
Agent or the Funding Agent).
7-3. Proceeds and Collection of Accounts. (a) All Receipts
constitute Collateral and proceeds of Collateral and shall be held in trust by
the Borrower for the Agent and the Lenders; shall not be commingled with any of
the Borrower's other funds; and shall be deposited and/or transferred only to a
DDA as to which a then effective notice (in the form of EXHIBIT 7-1, annexed
hereto) has been forwarded to the depository at which such DDA is maintained.
(b) (i) The Borrower shall cause the transfer to the
Blocked Account, no less frequently than daily, of
(A) An amount equal to the then contents
of each DDA (net of such minimum balance, not to exceed the
minimum amount which may be required by the depository at
which the subject DDA is maintained), other than (A) any Local
DDA and
/ July 15, 1996 / / 11 /
<PAGE> 12
(B) the Funding Account; and
(B) The proceeds of all credit card
charges not otherwise provided for pursuant to Section
7-1(b)(i), above.
(ii) Except as provided in Subsection (c), below,
the Borrower shall cause the transfer to the Funding Account, on each
banking day, of the available balance of the Blocked Account (net of
chargebacks to the Blocked Account).
(c) The Funding Agent may give notice to the bank at
which the Blocked Account is maintained revoking the transfer arrangements
described in Subsection (b)(ii), above, and requiring the wire transfer of the
then available balance of the Blocked Account (likewise net of such
chargebacks, and also net of a minimum balance of $100,000.00 to be maintained
in the Blocked Account) to the Concentration Account at any time that either
(i) the unpaid principal balance in the Loan
Account exceeds 50 percent of "Availability"; or
(ii) a Suspension Event has occurred.
Telephone advice (confirmed by written notice by the Borrower) shall be
provided to the Lender on each Business Day on which a transfer is made.
(d) In the event that, notwithstanding the provisions of
this Section 7-3 the Borrower receives or otherwise has dominion and control of
any Receipts, or any proceeds or collections of any Collateral other than as
provided in Subsections (b) and (c), above, such Receipts, proceeds, and
collections shall be held in trust by the Borrower for the Lender and shall not
be commingled with any of the Borrower's other funds or deposited in any
account of the Borrower other than as provided in this Section 7-3.
(e) The Borrower acknowledges that Jan Bell is also
obligated to follow the procedures set forth in Sections 7-3(a) through (d)
hereof with respect to all proceeds and collections of its Accounts and that
such proceeds and collections shall be applied towards the Liabilities in
accordance with the provisions of Section 7-4 hereof.
/ July 15, 1996 / / 12 /
<PAGE> 13
EXHIBIT 9-12(A) to the Loan Agreement is amended to read in the form
of EXHIBIT 9-12(a), annexed hereto.
SECTION 10-2(A) of the Loan Agreement is amended to read as follows:
(a) The failure by the Borrower to promptly, punctually,
faithfully and timely perform, discharge, or comply with any covenant or
Liability not otherwise described in Section 10-1 above, and included in any of
the following provisions hereof:
<TABLE>
<CAPTION>
Section Relates to :
--------------------------------------------------
<S> <C>
5-4 Location of Collateral
5-5 Title to Assets
5-6 Indebtedness
5-8 Insurance Policies
5-9 Sam's Club Warehouse Agreement
5-13 Pay taxes
5-18 Dividends and Investments
5-19 Loans
5-22 Affiliate Transactions
5-23 Post Closing Documentation
Article 7 Cash Management
9-12 Financial Performance Covenants
</TABLE>
ARTICLE 14 of the Loan Agreement is amended by the addition of the
following as Section 14-14A thereto, to be located between
Sections 14-14 and 14-15 of the Loan Agreement.
/ July 15, 1996 / / 13 /
<PAGE> 14
between Sections 14-14 and 14-15 of the Loan Agreement
14-14A. Consent to Jurisdiction. (a) Any legal action, proceeding,
case, or controversy with respect to the within Agreement or any other Loan
Document against the Borrower, Jan Bell, or any other Person obligated on
account of the Liabilities, may be brought in the Superior Court of Suffolk
County Massachusetts or in the United States District Court, District of
Massachusetts, sitting in Boston, Massachusetts, as the Agent may elect in its
sole discretion. By execution and delivery of the Third Amendment to the
within Agreement, the Borrower, Jan Bell, and each such Person respectively for
itself and in respect of its property, accepts, submits, and consents generally
and unconditionally, to the jurisdiction of the aforesaid courts.
(b) The Borrower, Jan Bell, and each such Person WAIVES,
at the option of the Agent, any objection based on forum non conveniens and any
objection to venue of any action or proceeding instituted under or with respect
to the within Agreement or any other Loan Document and consents to the granting
of such legal or equitable remedy as is deemed appropriate by the Court.
(c) The Borrower, Jan Bell, and each such Person agrees
that any action commenced by any of them asserting any claim or counterclaim
arising under or in connection with the within Agreement or any other Loan
Document shall be brought solely in the Superior Court of Suffolk County
Massachusetts or in the United States District Court, District of
Massachusetts, sitting in Boston, Massachusetts, and that such Courts shall
have exclusive jurisdiction with respect to any such action.
CONDITIONS TO EFFECTIVENESS OF AMENDMENT
/ July 15, 1996 / / 14 /
<PAGE> 15
The within Amendment shall be effective if each of the following
conditions is satisfied on or before July 19, 1996 and on the date on which
such amendment is to take effect, no Suspension Event (as defined in the Loan
Agreement) is extant:
(a) Receipt by the Agent of Certificates, executed by the
respective Secretaries of the Borrower and of Jan Bell Marketing, Inc. ("JAN
BELL"), setting forth the texts of the resolutions adopted by the Directors of
those corporations respectively to the Borrower's execution of, and Jan Bell's
consent to the execution of, the within Amendment, and attesting to the
authority of the persons who executed the within Amendment on behalf of the
Borrower and consented to such execution on behalf of Jan Bell.
(b) Receipt by the Agent of a Certificate, executed by the
Borrower's President and its Chief Financial Officer, respectively confirming
that no Suspension Event is then extant.
(c) Receipt by the Agent of an opinion of counsel to the
Borrower and to Jan Bell as to the due execution and effectiveness of the within
Amendment and of the consent thereto on behalf of Jan Bell (which opinion is
subject only to the same qualifications as had
/ July 15, 1996 / / 15 /
<PAGE> 16
been included in the opinion delivered by that counsel at the initial execution
of the Loan Agreement).
The Borrower hereby represents that no Suspension Event has occurred.
Except as amended hereby, all terms and provisions of the Loan
Agreement shall remain in full force and effect as executed.
This Third Amendment, which shall be governed, construed, and enforced
in accordance with the laws of The Commonwealth of Massachusetts, may be
executed in multiple counterparts which, taken together, shall constitute one
and the same agreement.
JBM RETAIL COMPANY, INC.
("BORROWER")
By
-------------------------
The "AGENT"
GBFC, INC.
By
------------------------
The "LENDERS"
/ July 15, 1996 / / 16 /
<PAGE> 17
GBFC, INC. FOOTHILL CAPITAL CORPORATION
By By
-------------------------- --------------------------
CONSENT BY GUARANTORS
The undersigned, Guarantors of the Liabilities (as defined in their
respective Guaranties of such Liabilities to the Agent and the Lenders) of the
Borrower to the Agent and the Lenders, respectively consent to the foregoing
Amendment, but recognize that such consent is not necessary in order for such
Guaranties to remain effective, as to all such Liabilities.
JAN BELL MARKETING, INC. JBM VENTURE CO., INC.
By By
----------------------------- ---------------------------
/ July 15, 1996 / / 17 /
<PAGE> 18
ULTIMATE FINE JEWELRY JEWELRY DEPOT, INC.
INTERNATIONAL, INC.
By By
----------------------------- ---------------------------
JBM INTERNATIONAL, INC.
By
----------------------------
/ July 15, 1996 / / 18 /
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENTS OF INCOME, THE CONSOLIDATED BALANCE SHEETS, THE
CONSOLIDATED STATEMENTS OF CASH FLOWS AND THE NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-01-1997
<PERIOD-START> FEB-04-1996
<PERIOD-END> AUG-03-1996
<CASH> 9,696
<SECURITIES> 238
<RECEIVABLES> 5,584
<ALLOWANCES> 710
<INVENTORY> 81,264
<CURRENT-ASSETS> 106,021
<PP&E> 49,450
<DEPRECIATION> 25,854
<TOTAL-ASSETS> 137,888
<CURRENT-LIABILITIES> 19,398
<BONDS> 0
0
0
<COMMON> 3
<OTHER-SE> 118,487
<TOTAL-LIABILITY-AND-EQUITY> 137,888
<SALES> 102,602
<TOTAL-REVENUES> 102,602
<CGS> 80,799
<TOTAL-COSTS> 80,799
<OTHER-EXPENSES> 25,432<F1>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 984
<INCOME-PRETAX> (6,243)
<INCOME-TAX> 5
<INCOME-CONTINUING> (6,248)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,248)
<EPS-PRIMARY> (.24)
<EPS-DILUTED> (.24)
<FN>
<F1>OTHER EXPENSES CONSISTS OF ALL OPERATING COSTS AND EXCLUDES INTEREST,
NON-OPERATING INCOME AND INCOME TAXES.
</FN>
</TABLE>
