<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 134 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: April 30, 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: 0-028176
Marks Bros. Jewelers, Inc.
(Exact name of registrant as specified in its charter)
Delaware 36-1433610
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
155 No. Wacker, Chicago, IL. 60606
(Address of principal executive offices)
312/782-6800
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal
year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes No X
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
The number of the Registrant's common stock $.001 par value per share,
outstanding as of June 10, 1996 was 8,372,250 and the number of the
Registrant's Class B common stock $1.00 par value as of June 10, 1996 was
101.298.
<PAGE> 2
MARKS BROS. JEWELERS, INC.
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED APRIL 30, 1996
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
Statements of Operations for the three months ended April 30,
1996 and 1995 (unaudited)
Balance Sheets - April 30, 1996, January 31, 1996 and April
30, 1995 (unaudited)
Statements of Cash Flows for the three months ended April 30,
1996 and 1995 (unaudited)
Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security-Holders
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(b) Reports on Form 8-K
<PAGE> 3
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
Marks Bros. Jewelers, Inc.
Statements of Operations
for the three months ended April 30, 1996 and 1995
(unaudited)
(in thousands, except for per share data)
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Net sales $29,560 $23,676
Cost of sales (including buying and
occupancy) 17,934 14,796
------- -------
Gross profit 11,626 8,880
Selling, general and administrative
expenses 10,018 8,026
------- -------
Income from operations 1,608 854
Interest expense 3,014 2,939
ESOP compensation expense --- 147
------- -------
Loss before income taxes (1,406) (2,232)
Income tax benefit (548) ---
------- -------
Net loss $ (858) $(2,232)
======= =======
Total weighted common shares and
common share equivalents 5,081 4,555
Net loss per share $ (.17) $ (.49)
======= =======
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE> 4
Marks Bros. Jewelers, Inc.
Balance Sheets
(unaudited)
(in thousands)
<TABLE>
<CAPTION>
April 30, January 31, April 30,
1996 1996 1995
------- ---------- --------
<S> <C> <C> <C>
ASSETS
Current Assets:
Accounts receivable, net $ 1,607 $ 1,169 $ 1,929
Layaway receivables, net 1,500 1,576 1,167
Merchandise inventories 59,942 55,401 48,388
Other current assets 456 714 636
Deferred income taxes, net 817 817 ---
Deferred financing costs 2,324 --- ---
-------- -------- --------
Total current assets 66,646 59,677 52,120
Property and equipment, net 14,067 12,852 12,952
Deferred financing costs 2,033 --- ---
Deferred income tax, net 15,422 14,874 ---
-------- -------- --------
Total assets $ 98,168 $ 87,403 $ 65,072
======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Outstanding checks, net $ 4,686 $ 7,991 $ 1,704
Revolver loan 7,481 2,119 5,951
Current portion of term loan 7,938 7,938 6,400
Current portion of senior
accreting notes 1,956 1,908 ---
Accounts payable 13,841 9,037 11,174
Accrued payroll 2,031 2,324 1,314
Accrued financing costs 3,545 --- ---
Other accrued expenses 6,144 6,848 6,280
-------- -------- --------
Total current liabilities 47,622 38,165 32,823
Term loan, net of current portion 18,662 18,662 26,600
Senior accreting notes, net of
current portion 49,014 47,819 45,922
Zero coupon notes 5,962 5,847 5,518
Subordinated debt 24,339 23,598 21,509
Other long-term liabilities 1,161 1,170 1,363
-------- -------- --------
Total liabilities $146,760 $135,261 $133,735
======== ======== ========
Commitments and contingencies
Stockholders' equity (deficit):
Common stock $ --- $ --- $ ---
Class B common stock 30 30 30
Class C common stock --- --- ---
Class D common stock --- --- ---
Additional paid-in capital 8,890 8,766 10,835
Accumulated deficit (15,531) (14,673) (33,877)
Treasury Stock (20,333) (20,333) (20,270)
Deferred ESOP compensation (21,648) (21,648) (25,381)
-------- -------- --------
Total stockholders' equity
(deficit), net (48,592) (47,858) (68,663)
-------- -------- --------
Total liabilities and
stockholders' equity (deficit) $ 98,168 $ 87,403 $ 65,072
======== ======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE> 5
Marks Bros. Jewelers, Inc.
Statements of Cash Flows
for the three months ended April 30, 1996 and 1995
(unaudited)
(in thousands)
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (858) $ (2,232)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 750 722
ESOP compensation expense --- 147
Interest on zero coupon notes 115 105
Interest on senior accreting notes 1,243 1,189
Interest on subordinated debt 741 654
Loss on disposition of assets 8 ---
Changes in assets and liabilities:
(Increase) in accounts receivable, net (438) (435)
Decrease in layaway receivables, net 76 239
(Increase) in merchandise inventories (4,541) (2,334)
Decrease in other current assets 258 54
(Increase) in deferred financing costs (4,357) ---
(Increase) in deferred taxes, net (548) ---
Increase in accounts payable 4,804 5,168
Increase in accrued liabilities 2,539 190
-------- --------
Net cash (used in) provided
by operating activities (208) 3,467
Cash flows from investing activities:
Capital expenditures (1,973) (1,806)
-------- --------
Net cash used in investing activities (1,973) (1,806)
Cash flows from financing activities:
Borrowing on revolver loan 35,458 24,414
Repayment of revolver loan (30,096) (25,268)
Proceeds from exercise of stock options 124 ---
(Decrease) in outstanding checks, net (3,305) (807)
-------- --------
Net cash (used in) provided by
financing activities 2,181 (1,661)
-------- --------
Net change in cash and cash equivalents --- ---
Cash and cash equivalents at beginning of period --- ---
-------- --------
Cash and cash equivalents at end of period $ --- $ ---
======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE> 6
Marks Bros. Jewelers, Inc..
Notes to Financial Statements
1. Description of Operations
The financial statements of Marks Bros. Jewelers, Inc. (the "Company")
include the results of the Company's chain of specialty retail fine jewelry
stores. The Company operates exclusively in one business segment, specialty
retail jewelry. The Company has a national presence with 151 stores as of
April 30, 1996, located in 24 states, operating in regional or super-regional
shopping malls.
2. Summary of Significant Accounting Policies
Basis for Presentation
The accompanying Balance Sheet as of January 31, 1996 was derived from
the audited financial statements for the year ended January 31, 1996. The
accompanying unaudited Balance Sheets as of April 30, 1996 and 1995 and the
Statements of Income and Cash Flows for the three months ended April 30, 1996
and 1995 have been prepared in accordance with generally accepted accounting
principles for interim financial information. The interim financial statements
reflect all adjustments (consisting only of normal recurring accruals) which
are, in the opinion of management, necessary for a fair statement of the
results for the interim periods presented. The interim financial statements
should be read in the context of the Financial Statements and footnotes thereto
included in the Marks Bros. Jewelers, Inc. Prospectus dated May 2, 1996 for the
fiscal year ended January 31, 1996. The Company operates on a fiscal year
which ends on January 31. References in the following notes to years and
quarters are references to fiscal years and fiscal quarters.
Stock Based Compensation
The Company accounts for stock based compensation plans under the
basis of Accounting Principles Board Opinion No. 25 "Accounting for Stock
Issued to Employees". The disclosure requirements of Statement of Financial
Accounting Standards No. 123 "Accounting for Stock-Based Compensation" has been
adopted during the first quarter of the year ending January 31, 1997.
3. Subsequent Events
As of May 7, 1996 the Company completed an initial public offering
(the "Offering"). The Company issued 3,269,500 shares of common stock after
giving effect to the stock split described below and received net proceeds of
$40.7 million after deducting underwriting discounts and offering costs.
Contemporaneously, the outstanding warrants for 177,887 shares of common stock
were exercised.
Simultaneous with the completion of the Offering, the Company
completed a recapitalization (the "Recapitalization"). The Recapitalization
consisted of:
(i) a $44 million secured credit facility, consisting of a $29
million revolving line of credit and a $15 million term loan;
(ii) $20 million of senior subordinated notes due 2004; and
<PAGE> 7
(iii) the sale of $15 million of gold in its inventory to a
financial institution and consignment of such gold to the
Company under the terms of a Consignment Agreement. The
facility has an availability of up to $16 million.
Approximately $87.0 million of the funds available from the
Recapitalization were used by the Company principally to repay all outstanding
bank borrowings under the Company's bank agreements, including:
(i) approximately $7.8 million outstanding under the Company's
revolving credit facility, which bore interest at a floating
rate (with an annual weighted average interest rate of 10.6%
in fiscal 1995), and which required a paydown to a certain
level on an annual basis and would have otherwise been
available through May 31, 1997;
(ii) $26.6 million outstanding under the Company's term loan, which
bore interest at a floating rate (with an annual weighted
average interest rate of approximately 10.6% in fiscal 1995),
and of which $0.7 million would have otherwise matured on
September 15, 1996, $7.2 million would have otherwise matured
on January 31, 1997, and the balance would have otherwise been
due on May 31, 1997;
(iii) approximately $51.1 million of senior accreting notes, which
bore interest at a floating rate (with an annual weighted
average interest rate of approximately 11.0% during fiscal
1995), and of which $2.0 million would have otherwise matured
on September 15, 1996, and the balance would have otherwise
been due on May 31, 1997; and
(iv) approximately $6 million of zero coupon notes due May 31,
1997, which would have begun accruing interest on June 1, 1996
at a floating rate per annum (based on the lender's base rate
or certificate of deposit rate plus 1.8%).
In addition, the Company used approximately $10.6 million of the funds
available from the Recapitalization to repurchase the Company's subordinated
notes at a discount. As of April 30, 1996, one of these subordinated notes had
a principal amount outstanding of $23.5 million and bore interest at a rate per
annum of 12.5% and the other subordinated note had a principal amount
outstanding of $0.9 million and bore interest at a rate per annum of 13.75%.
The bank borrowing and subordinated debt repayments utilized a debt
discount due to the early repayment of the debt of approximately $18.3 million
based on the May 7, 1996 balances of outstanding debt.
The $18.3 million of debt discount consists of the following:
(i) $0.6 million on the Senior Accreting Notes.
(ii) $4.0 million on the Zero Coupon Note.
(iii) $13.7 million on the Senior Subordinated debt.
Simultaneous with completion of the Offering and the Recapitalization,
the Company restructured its Employee Stock Ownership Plan ("ESOP"). The
Company canceled the remaining unamortized portion of the ESOP debt owed to the
Company. In settlement of the debt, the trustee transferred to the Company
8,319 shares of Class B common stock held in suspense by the ESOP.
<PAGE> 8
The Company transferred to the ESOP 220,282 shares of common stock in exchange
for the ESOP's cancellation of the accumulated dividend preference and other
preferences associated with the Class B common stock. The ESOP also exchanged
the 17,607 of allocated Class B shares for 623,619 shares of common stock of
the Company. Approximately 100 shares of Class B common stock, currently held
by former employees, remain outstanding. All Class B shares transferred to the
Company and the shares held in treasury will subsequently be canceled. The
restructuring resulted in an elimination of the deferred ESOP compensation
equity account, and eliminated the future annual allocation of shares and the
related compensation expense in the Company income statement in periods
subsequent to January 31, 1996. The Company expects that no compensation
expense will be recognized in the year ending January 31, 1997 as a result of
this transaction.
The financial statements have been revised to give effect to a stock
split of the shares of common stock of approximately 35.4-for-1.
The Company has adopted a new Long-Term Equity Incentive Plan.
Options granted under this plan will have a term of not more than ten years and
an exercise price not less than the market price at the date of grant.
The Company has also:
(i) eliminated the 60,000 shares of Class D common stock
authorized and unissued at January 31, 1996; and
(ii) converted into 1,394,521 shares of common stock the 39,370
shares of Class C common stock authorized, issued and
outstanding at January 31, 1996.
In connection with the Recapitalization and the Offering, the Company
incurred various financing costs and transaction costs as of April 30, 1996,
which have been recorded as deferred financing costs. The deferred financing
costs estimated at $2,457,000, of which $424,000 are classified as current,
will be amortized over the term of the loan agreements as interest expense.
The remaining current deferred financing costs incurred in relation to the
Offering will be recorded as a reduction in the proceeds.
4. Accounts Receivables, Net
Accounts receivable is shown net of the allowance for doubtful
accounts of $638,000, $565,000 and $601,000 as of April 30, 1996, January 31,
1996 and April 30, 1995, respectively.
5. Inventory
As of April 30, 1996, January 31, 1996 and April 30, 1995,
merchandising inventories consist of:
<TABLE>
<CAPTION>
April 30, 1996 January 31, 1996 April 30, 1995
-------------- ---------------- --------------
(in thousands)
<S> <C> <C> <C>
Raw Materials $ 3,505 $ 2,944 $ 3,894
Finished Goods 56,437 52,457 44,494
------- ------- -------
Inventory $59,942 $55,401 $48,388
======= ======= =======
</TABLE>
Raw materials primarily consist of diamonds, precious gems,
semi-precious gems and gold. There was no work-in-progress at April 30, 1996,
January 31, 1996 or April 30, 1995. Included within finished goods inventory
are allowances for inventory shrink, scrap, and miscellaneous costs of
<PAGE> 9
$1,214,000, $1,263,000 and $953,000 as of April 30, 1996, January 31, 1996 and
April 30, 1995, respectively. As of April 30, 1996, January 31, 1996 and April
30, 1995, consignment inventories held by the Company that are not included in
the balance sheets total $15,298,000, $15,940,000, and $18,637,000,
respectively.
6. Interest Rate Caps
During fiscal 1994, the Company entered into certain interest rate cap
agreements with various banks to cap the cost of a portion of its floating rate
debt. In exchange for $600,000 paid to the banks, the maximum interest rate on
approximately $40,800,000 of the Company's debt did not exceed 9.75% through
December 31, 1996. To the extent the variable interest rate exceeded 9.75% on
this amount of debt, the banks remitted the difference to the Company
quarterly. The Company canceled the interest rate cap agreements in April
1996. The resulting loss of $41,000 was recorded as interest expense in April
1996.
7. Pro Forma Earnings Per Share
On a pro forma basis, to reflect the Offering and Recapitalization as
though it had occurred at the beginning of each of the three month periods, net
income would have been $129,000 or $0.01 per share for the three months ended
April 30, 1996, compared with a net loss of $351,000 or $0.04 per share for the
three months ended April 30, 1995, based on 8,893,000 and 8,375,000 average
shares outstanding for the three months ended April 30, 1996 and 1995,
respectively.
<PAGE> 10
PART I - FINANCIAL INFORMATION
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
Net sales for the first quarter of fiscal 1996 increased by $5.9
million or 24.9% to $29.6 million. Comparable store sales increased $3.2
million or 13.8% in the first quarter of fiscal 1996. Sales from new stores
contributed $2.6 million to the overall sales increase. The average number of
units sold on a comparable store basis increased by approximately 9.6% in the
first quarter of fiscal 1996, while the average price per merchandise sale
increased to $257 in fiscal 1996 from $252 in fiscal 1995. Comparable store
sales increased in part due to increased use of non-recourse credit, the
implementation of new return/exchange policies and ongoing improvements in the
quality of the Company's sales force. The Company opened five new stores in the
first quarter of fiscal 1996 increasing the number of stores opened to 151 as
of April 30, 1996 compared to 137 as of April 30, 1995.
Gross profit increased $2.7 million to $11.6 million in first quarter
of fiscal 1996. Gross profit increased to 39.3% in the first quarter of fiscal
1996 from 37.5% in the first quarter of fiscal 1995. This increase was due
primarily to the spreading of certain buying and occupancy costs over the
Company's larger store base and to increased sales.
Selling, general and administrative expenses increased by $2.0 million
or 24.8% to $10.0 million in the first quarter of fiscal 1996 from $8.0
million. New stores accounted for $0.9 million of this increase. As a
percentage of net sales, selling, general and administrative expenses remained
consistent at 33.9% in the first quarters of fiscal 1996 and 1995. The dollar
increase primarily relates to higher payroll expenses of $1.2 million and $0.3
million in credit expense. Comparable store payroll costs increased 9.0% in
the first quarter of fiscal 1996 as compared to the first quarter of fiscal
1995 primarily due to a continuing effort to upgrade the quality of the sales
force and an increase in incentive compensation paid to store based personnel.
Private label non-recourse credit sales as a percentage of net sales increased
to 43.3% in the first quarter of fiscal 1996 from 36.0% in the first quarter of
fiscal 1995. These non-recourse credit sales carry higher discount rates than
bankcard sales, which resulted in higher credit expense.
Interest expense increased $0.1 million or 2.6% to $3.0 million in the
first quarter of fiscal 1996 from $2.9 million in the first quarter of fiscal
1995. The impact of lower average interest rates on revolver and term
borrowings was more than offset by higher outstanding debt balances.
No ESOP compensation expense has been recorded in fiscal 1996. The
compensation expense recorded in the first quarter of fiscal 1995 was $0.1
million.
An income tax benefit of $0.5 million was recorded in the first
quarter of fiscal 1996 reflecting an expected effective annual tax rate of 39%.
No income tax benefit was recorded in the first quarter of 1995 because at that
time utilization of the Company's net operating loss was not reasonably
assured.
Net loss decreased by $1.4 million or 61.6% to $0.9 million in the
first quarter of fiscal 1996 from $2.2 million in the first quarter of fiscal
1995 as a result of the factors discussed above.
<PAGE> 11
Liquidity and Capital Resources
The Company's cash requirements consist principally of funding
increases in inventory at existing stores, capital expenditures and working
capital (primarily inventory) associated with the Company's new stores and
amortizing its debt. The Company's primary sources of liquidity have been cash
flow from operations and bank borrowings under the Company's revolver.
The Company's inventory levels and working capital requirements have
historically been highest in advance of the Christmas season. The Company has
funded these seasonal working capital needs through borrowings under the
Company's revolver and increases in trade payables and accrued expenses.
The Company's cash flow from operations decreased from $3.5 million
provided by operations in the first quarter of 1995 to a use of cash for
operations of $0.2 million. Higher income from operations together with
increases in accounts payable and accrued expenses were more than offset by
increases in merchandise inventories and deferred financing costs incurred in
connection with the initial public offering and the new financing arrangements.
In the first quarter of 1996, the primary sources of the Company's liquidity
included a $5.4 million net increase in the amount outstanding under the
Company's revolver less a decrease of $3.3 million in outstanding checks. The
Company utilized cash in the first quarter of 1996 primarily to fund capital
expenditures of $2.0 million, primarily related to the opening of five new
stores in the first quarter of 1996 and new stores scheduled to open early in
the second quarter.
During May 1996, the Company completed (i) an initial public offering
of 3,269,500 common shares, (ii) a restructuring of its loan agreements, and
(iii) a restructuring of the Company's Employee Stock Ownership Plan. The
proceeds of the initial public offering and the new financing arrangements were
primarily used to repay all outstanding bank borrowings and subordinated debt.
The Company's revolver balance outstanding as of the closing of the initial
public offering and restructuring of its loan agreements was $8.6 million. See
Note 3 - Subsequent Events in the footnotes of the Financial Statements.
Management expects that cash flow from operations and funds available under its
new revolver should be sufficient to support the Company's planned new store
expansion, debt service and seasonal working capital needs for the foreseeable
future.
Inflation
Management believes that inflation generally has not had a material
effect on results of its operations.
<PAGE> 12
PART II - OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of Security-Holders
Pursuant to a Stockholders Consent in lieu of an Annual Meeting, the
stockholders of the Company took the following actions on April 4, 1996:
(1) The Company's Restated Certificate of Incorporation was
approved.
(2) The Company's restated By-Laws were approved.
(3) The Company's 1996 Long-Term Incentive Plan was approved.
(4) The Forms of Executive Severance Agreement between the Company
and each of Hugh M. Patinkin, John R. Desjardins, Matthew M. Patinkin and Lynn
D. Eisenheim were approved.
(5) The following individuals were elected as members of the Board
of Directors (which Board is divided into three classes): Messrs. Hugh
Patinkin, Samuel Guren and Norman Patinkin were elected to serve as directors
in Class I of the Board, which class will stand for election at the annual
meeting of stockholders to be held in 1997; Messrs. John Desjardins, Daniel
Blumenthal and Daniel Levy were elected to serve as directors in Class II of
the Board, which class will stand for election at the annual meeting of
stockholders to be held in 1998; and Messrs. Matthew Patinkin, Rodney Goldstein
and John Guarnaccia were elected to serve as directors in Class III of the
Board, which class will stand for election at the annual meeting of
stockholders to be held in 1999. (Daniel Levy resigned from the Board of
Directors on April 23, 1996 to accept a full-time position with a national
retailer which sells jewelry, among other things.)
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
3.1 -- Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1 (Commission File No.
333-1794) (the "Common Stock Registration Statement"))
3.2 -- Restated By-Laws of the Company (incorporated by reference to
Exhibit 3.2 of the Common Stock Registration Statement)
4.1 -- Form of Stockholders Rights Plan (incorporated by reference to
Exhibit 4.1 of the Common Stock Registration Statement)
4.2 -- Certificate of Designations of Series A Junior Participating
Preferred Stock (incorporated by reference to Exhibit 4.2 of
the Common Stock Registration Statement)
4.3 -- Indenture dated as of April 15, 1996 between the Company and
Norwest Bank Minnesota, National Association, as Trustee,
governing the Company's Series A Senior Subordinated Notes Due
2004 (the "Series A Notes") and Series B Senior Subordinated
Notes Due 2004 (the "Series B Notes") (incorporated by
reference to Exhibit 4.3 of the Company's Registration
Statement on Form S-1 (Commission File No. 333-04043) (the
"Debt Registration Statement"))
<PAGE> 13
4.4 -- Form of Series A Notes (included in Exhibit 4.3 to this
Quarterly Report on Form 10-Q)
4.5 -- Form of Series B Notes (included in Exhibit 4.3 to this
Quarterly Report on Form 10-Q)
10.1 -- Form of Second Amended and Restated Registration Agreement
among the Company and certain of its stockholders
(incorporated by reference to Exhibit 10.1 of the Common Stock
Registration Statement)
10.2 -- The Company's 1996 Long-Term Incentive Plan (incorporated by
reference to Exhibit 10.7 of the Common Stock Registration
Statement)
10.3 -- Agreement, dated March 23, 1993, as amended, between the
Company and Bank One, Dayton, N.A. (incorporated by reference
to Exhibit 10.8 of the Common Stock Registration Statement)
10.4 -- Revolving Credit, Term Loan and Gold Consignment Agreement,
dated as of May 3, 1996, among the Company, the Banks (as
defined therein), The First National Bank of Boston and Rhode
Island Hospital Trust National Bank, as agents for the Banks
(incorporated by reference to Exhibit 10.10 of the Debt
Registration Statement)
10.5 -- Executive Severance Agreements, each dated May 7, 1996,
between the Company and each of Hugh M. Patinkin, John R.
Desjardins, Matthew M. Patinkin and Lynn D. Eisenheim
(incorporated by reference to Exhibit 10.11 of the Debt
Registration Statement)
10.6 -- ESOP Restructuring Agreement, dated as of March 29, 1996,
between the Company and Marks Bros. Jewelers, Inc. Employee
Stock Ownership Trust (incorporated by reference to Exhibit
10.12 of the Debt Registration Statement)
Exhibit 11 Statement re Computation of Per Share Earnings (attached)
Exhibit 27 Financial Data Schedule (SEC/EDGAR only)
(b) Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MARKS BROS. JEWELERS, INC.
(Registrant)
Date: June 12, 1996 By: /s/ John R. Desjardins
Executive Vice President -
Finance and Administration
and Treasurer (principal
financial officer)
<PAGE> 1
Exhibit 11
Marks Bros. Jewelers, Inc.
Computation of Per Share Earnings
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
April 30, 1996 April 30, 1995
----------------- ------------------
<S> <C> <C>
Net (loss) $ (858,000) $(2,232,000)
Average Shares Outstanding(1) 5,077,200 4,551,137
Additional shares assuming conversion
of Class B shares 3,588 3,588
---------- -----------
Average number of common shares
and common share equivalents
outstanding 5,080,787 4,554,725
========== ===========
Net (loss) per share $ (.17) $ (.49)
========== ===========
</TABLE>
(1) Included in the 5,077,200 average number of shares outstanding is the
effect of the exercise of 126,700 options on April 10, 1996.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1997
<PERIOD-START> FEB-01-1996
<PERIOD-END> APR-30-1996
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 3,107
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0
0
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</TABLE>
