<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended November 1, 1997
----------------
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 0-19149
------------------------------
FILENE'S BASEMENT CORP.
-----------------------
(Exact name of registrant as specified in its charter)
Massachusetts 04-3016733
------------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
40 Walnut Street, Wellesley, MA 02181
-------------------------------------
(Address of principal executive offices)
(Zip Code)
(617) 348-7000
--------------
(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
--- ---
The number of shares of common stock outstanding as of December 8, 1997 was
20,929,769 shares.
<PAGE> 2
FILENE'S BASEMENT CORP. AND SUBSIDIARIES
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION Page No.
- ------------------------------- --------
Item 1 - Financial Statements
Consolidated Balance Sheets as of 3
November 1, 1997, February 1, 1997
and November 2, 1996
Consolidated Statements of Operations 4
for the thirteen weeks ended
November 1, 1997 and November 2, 1996
Consolidated Statements of Operations 5
for the thirty-nine weeks ended
November 1, 1997 and November 2, 1996
Consolidated Statements of Cash Flows 6
for the thirty-nine weeks ended
November 1, 1997 and November 2, 1996
Notes to Consolidated Financial Statements 7
Item 2 - Management's Discussion and Analysis of 9
Financial Condition and Results of Operations
PART II - OTHER INFORMATION
- ---------------------------
Item 6 - Exhibits and Reports on Form 8-K 13
2
<PAGE> 3
FILENE'S BASEMENT AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
November 1, February 1, November 2,
1997 1997 1996
---------- ---------- -----------
(unaudited) (unaudited)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 538 $ 462 $ 296
Inventories 118,100 88,763 112,512
Other current assets 13,998 9,363 14,237
--------- --------- ---------
Total current assets 132,636 98,588 127,045
Property, plant and equipment, net 55,134 53,305 61,783
Beneficial operating lease rights, net 13,826 14,811 15,140
Assets held for sale 7,962 7,962 --
Intangible assets, net and other 9,525 8,247 11,447
--------- --------- ---------
$ 219,083 $ 182,913 $ 215,415
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 48,045 $ 46,934 $ 52,415
Accrued expenses 29,088 29,375 30,301
Short-term debt 37,700 1,000 26,000
Current portion of long-term debt 2,000 2,500 --
Obligations under capital leases 400 437 466
--------- --------- ---------
Total current liabilities 117,233 80,246 109,182
Reserve for store closings 2,492 2,492 4,663
Deferred revenue 1,874 1,999 2,041
Long-term debt 1,500 7,500 10,000
Obligations under capital leases 2,884 3,191 3,289
Stockholders' equity:
Common stock, $.01 par value,
70,000,000 shares authorized,
20,926,215, 20,658,533 and
20,661,113 shares issued 209 207 206
Additional paid-in capital 86,830 86,195 86,126
Retained earnings(deficit) 6,077 1,099 (76)
Treasury stock, 75,000 shares (16) (16) (16)
--------- --------- ---------
Total stockholders' equity 93,100 87,485 86,240
--------- --------- ---------
$ 219,083 $ 182,913 $ 215,415
========= ========= =========
</TABLE>
See Notes to Consolidated Financial Statements.
3
<PAGE> 4
FILENE'S BASEMENT CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Thirteen Weeks Ended
(Unaudited)
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
November 1, November 2,
1997 1996
---------- ----------
<S> <C> <C>
Net sales $152,471 $147,203
Cost of sales, including buying,
receiving and occupancy costs 114,342 109,051
-------- --------
Gross profit 38,129 38,152
Selling, general and administrative
expenses 32,684 31,111
Amortization of intangible assets and
beneficial operating lease rights 366 366
-------- --------
Operating income 5,079 6,675
Interest expense, net 832 1,008
-------- --------
Income before income taxes 4,247 5,667
Income tax provision(Note 3) 1,019 2,154
-------- --------
Net income $ 3,228 $ 3,513
======== ========
Primary and fully diluted earnings $ 0.15 $ 0.17
per share ======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
4
<PAGE> 5
FILENE'S BASEMENT CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Thirty-nine Weeks Ended
(Unaudited)
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
November 1, November 2,
1997 1996
---------- ----------
<S> <C> <C>
Net sales $399,251 $391,336
Cost of sales, including buying,
receiving and occupancy costs 302,458 293,345
-------- --------
Gross profit 96,793 97,991
Selling, general and administrative
expenses 87,135 85,169
Amortization of intangible assets and
beneficial operating lease rights 1,100 1,100
-------- --------
Operating income 8,558 11,722
Interest expense, net 2,008 3,186
-------- --------
Income before income taxes 6,550 8,536
Income tax provision(Note 3) 1,572 3,244
-------- --------
Net income $ 4,978 $ 5,292
======== ========
Primary and fully diluted earnings $ 0.23 $ 0.26
per share ======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
5
<PAGE> 6
FILENE'S BASEMENT CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Thirty-nine Weeks Ended
(Unaudited)
(dollars in thousands)
<TABLE>
<CAPTION>
November 1, November 2,
1997 1996
---------- ----------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net income $ 4,978 $ 5,292
Adjustments to reconcile net income
to net cash provided by(used in)
operations:
Depreciation and amortization 8,893 9,273
Deferred income taxes (1,094) --
Increase in inventories (29,337) (26,735)
Decrease(increase) in other current (6,741) 14,069
assets
Increase in accounts payable 1,111 15,770
Decrease in accrued expenses (287) (282)
Other (125) (113)
-------- --------
Net cash provided by(used in)
operating activities (22,602) 17,274
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (9,622) (5,496)
Sale of leasehold interests 2,106 728
Other (299) (190)
-------- --------
Net cash used in investing activities (7,815) (4,958)
CASH FLOWS FROM FINANCING ACTIVITIES:
Short-term borrowings,net 36,700 12,800
Payments of capital lease obligations (344) (362)
Long-term debt payments (6,500) (25,000)
Employee stock purchase plan 637 78
-------- --------
Net cash provided by(used in)
financing activities 30,493 (12,484)
-------- --------
Net increase(decrease) in cash and cash 76 (168)
equivalents
Cash and cash equivalents:
Beginning of period 462 464
-------- --------
End of period $ 538 $ 296
======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
6
<PAGE> 7
FILENE'S BASEMENT CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements are presented in
accordance with the requirements of Form 10-Q and consequently do not include
all the disclosures normally required by generally accepted accounting
principles or those normally made in the Company's Form 10-K filing. Reference
should be made to the Company's Annual Report on Form 10-K for additional
disclosures, including a summary of the Company's accounting policies. Certain
prior year amounts have been reclassified to conform to the current year
presentation. The results of the periods ended November 1, 1997 and November 2,
1996 are not necessarily indicative of the results for a full fiscal year
because the Company's business, in common with the businesses of retailers
generally, is subject to seasonal influences, with higher levels of sales and
income generally realized in the fall season. The information furnished, in the
opinion of management, includes all normal recurring adjustments necessary for a
fair presentation of the results of operations for the periods reported.
2. NEW ACCOUNTING PRONOUNCEMENTS
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 128, "Earnings per Share" and SFAS No.
129, "Disclosure Information about Capital Structure" effective for fiscal years
ending after December 15, 1997. Earlier adoption was not permitted. The Company
believes that its adoption of SFAS No. 128 for fiscal 1997 will not materially
impact its earnings per share calculations and the adoption of SFAS No. 129 will
have no impact on the Company's current disclosures.
3. INCOME TAXES
The Company is using an effective tax rate of 24% to compute taxes for the
current fiscal year, reflecting the realization of certain deferred tax assets
which were not previously expected to be realized in prior years.
4. COMMITMENTS
On June 2, 1997, the Company entered into an employment agreement with its new
President and Chief Operating Officer. The agreement extends through January 31,
2001 and provides for a base salary of $560,000 plus an annual bonus up to 75%
of base salary. In the event of a change in control, as defined therein, the
term of the agreement would be automatically extended to a date which is three
years from the date of such change in control.
7
<PAGE> 8
FILENE'S BASEMENT CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. COMMITMENTS(CONTINUED)
On August 22, 1997, the Company amended an employment agreement with its former
President and Chief Operating Officer(the "Executive"). Under the agreement, as
amended, the Executive is required to devote 75%, 50%, and 50% of his working
time to the Company during the next three years, respectively. His annual base
salary and incentive bonus is set at 75%, 50% and 50% of the Chief Executive
Officer's salary and bonus for years one, two and three, respectively. In
addition, the amendment provides for certain benefits to be paid subsequent to
termination of his employment. In the event that a change of control, as defined
therein, occurs prior to termination of his employment, for purposes of the
Executive's change in control benefits, the Executive's salary and bonus will be
deemed to be 100% of the Chief Executive's salary and bonus. On September 22,
1999, all of the Executive's then non-vested stock options will vest and become
immediately exercisable.
8
<PAGE> 9
FILENE'S BASEMENT CORP. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
For the quarter ended November 1, 1997 net sales were $152.5 million, up 4% from
last year's third quarter sales of $147.2 million. Net sales for the thirty-nine
week period of $399.3 million were up 2% from sales of $391.3 million in the
comparable period last year. The increase in net sales for the thirteen and
thirty-nine week periods was due to the opening of two new stores during the
first quarter of 1997. The total number of stores in operation on November 1,
1997 and November 2, 1996 were 45 and 43, respectively.
Comparable store sales for the third quarter were up 1% versus the comparable
thirteen week period last year due to increases in sales in the home goods and
men's clothing categories. Comparable store sales for the nine month period
ended November 1, 1997 were down 1% versus the comparable period last year. The
decrease in year-to-date comparable store sales resulted primarily from
decreases in sales of retail stocks and sportswear, which were partially offset
by increases in home goods and men's clothing.
Cost of sales as a percentage of sales were 75.0% and 75.8% for the thirteen and
thirty-nine week periods ended November 1, 1997, respectively, compared to 74.1%
and 75.0% for the same periods in the prior year. The increase in cost of sales
as a percentage of sales was primarily attributable to an increase in
promotional activity.
Selling, general and administrative expenses for the third quarter of 1997 were
$32.7 million, or 21.4% of sales, compared to $31.1 million, or 21.1% of sales,
for the same period last year. For the thirty-nine weeks ended November 1, 1997,
selling, general and administrative expenses were $87.1 million, or 21.8% of
sales, compared to $85.2 million, or 21.8% of sales, for the comparable period
last year. The increase in selling, general and administrative expenses, in
absolute terms, was primarily related to the opening of two new stores in the
first quarter of 1997.
Interest expense for the thirteen and thirty-nine week periods ended November 1,
1997 was $0.8 million and $2.0 million, respectively, compared to $1.0 million
and $3.2 million, respectively, last year. Lower effective interest rates under
the Company's Revolving Credit and Term Loan Agreement, combined with lower
average outstanding borrowings, resulted in the decline in interest expense (see
Financial Condition, Liquidity and Capital Resources).
9
<PAGE> 10
FILENE'S BASEMENT CORP. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS(CONTINUED)
The Company's effective tax rate for the thirty-nine weeks ended November 1,
1997 was 24% compared to 38% for the same period in 1996. The decline in the
effective tax rate reflects the realization of certain tax assets that were not
previously expected to be realized.
Net income for the quarter ended November 1, 1997 was $3.2 million, or $.15 per
share, on 22.2 million weighted average shares outstanding, compared to net
income of $3.5 million, or $.17 per share, on 21.0 million weighted average
shares outstanding for the quarter ended November 2, 1996. For the nine month
period ended November 1, 1997, net income was $5.0 million, or $.23 per share,
on 22.0 million weighted average shares outstanding compared to net income of
$5.3 million, or $.26 per share, on 20.7 million weighted average shares
outstanding for the same period last year.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
On May 23, 1996, the Company entered into a Revolving Credit and Term Loan
Agreement, as amended June 28, 1996 (the "Agreement"). The Agreement expires on
June 30, 1999 and includes a $65.0 million revolving credit facility and a $10.0
million term loan.
During the nine months ended November 1, 1997, average borrowings under the
Agreement were approximately $27.1 million at an average interest rate of 7.97%.
During the same period last year, average borrowings were $39.6 million at an
average interest rate of 9.07%. Excess credit availability at November 1, 1997
was approximately $17.1 million compared to approximately $20.6 million at
November 2, 1996.
The Agreement contains financial covenants which mandate minimum earnings before
interest, taxes, depreciation and amortization and a minimum cash flow to
interest ratio for specified periods during the term of the Agreement. During
the thirty-nine week period ended November 1, 1997, the Company was in
compliance with all covenants of the Agreement.
10
<PAGE> 11
FILENE'S BASEMENT CORP. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES(CONTINUED)
Net cash used in operating activities was $22.6 million for the nine months
ended November 1, 1997 versus cash provided of $17.3 million during the same
period last year. The $39.9 million decrease in cash provided by operations was
primarily due to the receipt of a $9.6 million federal income tax refund during
the second quarter of fiscal 1996 and $10.5 million of cash received from
factors in exchange for standby letters of credit during the first half of
fiscal 1996. In addition, trade accounts payable was low at February 3, 1996.
Net cash used in investing activities during fiscal 1997 increased $2.9 million
over the comparable period in fiscal 1996 primarily as a result of increased
capital expenditures of $4.0 million for the new and remodeled stores. This
increase was offset in part by cash proceeds from the sale of leasehold
interests totaling $1.4 million.
The Company utilizes software and related technologies throughout its business
that will be affected by the "Year 2000 problem", which is common to most
corporations, and concerns the inability of information systems, primarily
computer software programs, to properly recognize and process date sensitive
information as the year 2000 approaches. An internal study is currently under
way to determine the full scope and related costs to insure that the Company's
systems continue to meet its internal needs and those of its customers.
The Company believes it will be able to modify or replace its affected systems
in time to minimize any disruptive effects on operations. While it is not
possible, at present, to predict the total cost of this work, the capital
investment in new software and equipment needed to achieve Year 2000 compliance
and enhance existing systems, including the installation of a new register
system, is currently estimated at $15 to $20 million. There can be no assurance,
however, that such costs will fall in this range. The Company expects that such
costs may be material to the Company's results of operations, liquidity or
consolidated financial position and may require increased working capital. In
addition, these costs could require the Company to renegotiate certain of its
financial covenants with its bank lenders. The Company is presently discussing
with its banks the actions it proposes to take to assure that it is Year 2000
compliant and the impact of these actions on its working capital needs.
11
<PAGE> 12
FILENE'S BASEMENT CORP. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES(CONTINUED)
Net cash provided by financing activities during fiscal 1997 was $30.5 million
as compared to cash used during fiscal 1996 of $12.5 million. The $43.0 million
increase was due to a $18.5 million decrease in long term debt repayments over
last year and a $23.9 million increase in borrowings under the revolving credit
facility.
The Company believes that internally generated working capital, existing vendor
and third party factor arrangements and funds available under the Agreement will
be adequate to meet its merchandise inventory and normal operating expense
needs, as well as presently anticipated capital expenditure requirements, for
the remainder of the fiscal year. However, the Company's operating results and
the adequacy of its working capital could be adversely affected if, for any
reason, the Company's borrowing base was to become impaired, or otherwise be
deemed ineligible, thereby diminishing the level of available funds. During
fiscal 1997, capital expenditures are expected to approximate $14.0 million.
The Company's business is seasonal, reflecting increased consumer demand in the
fall season. The second half of each fiscal year provides a greater portion of
the Company's annual sales and operating profit.
This Quarterly Report on Form 10-Q contains forward-looking statements. For this
purpose, any statements contained herein that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
foregoing, the words "believes", "anticipates", "plans", "expects" and similar
expressions are intended to identify forward-looking statements. Factors which
may cause actual results to differ materially from those indicated by such
forward-looking statements include: (i) economic and weather conditions which
affect the buying patterns of the Company's customers, (ii) actions of the
Company's competitors and the Company's ability to respond to such actions (iii)
the continued support of the Company's numerous providers of goods and services
(iv) the continued success of the Company's efforts to implement planned
strategic initiatives and (v) other factors described in the Company's reports
filed with the Securities and Exchange Commission from time to time.
12
<PAGE> 13
PART II - OTHER INFORMATION
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
11 Statements Re Computation of Per Share Earnings
27 Financial Data Schedule
(b) Reports on Form 8-K
None
13
<PAGE> 14
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, being also its principal financial
officer.
FILENE'S BASEMENT CORP.
\s\ Steven Siegel
---------------------
Steven Siegel
Executive Vice President
& Chief Financial Officer
DATE: December 12, 1997
14
<PAGE> 15
EXHIBIT INDEX
Pursuant to Item 601 of Regulation S-K
EXHIBIT TITLE
- ------- -----
11 Statements Re Computation of Per Share Earnings
27 Financial Data Schedule
<PAGE> 1
Exhibit 11
FILENE'S BASEMENT CORP. AND SUBSIDIARIES
STATEMENTS RE COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
Thirty-nine Weeks Ended Thirteen Weeks Ended
---------------------------- ----------------------------
November 1, November 2, November 1, November 2,
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Weighted average number of
common shares outstanding 20,722,787 20,530,131 20,818,470 20,576,153
Assumed exercise of stock
options net of treasury
shares deemed to have been
repurchased at an average
market price for the period 1,244,596 205,690 1,357,755 453,750
---------- ---------- ---------- ----------
Weighted average primary
Shares outstanding 21,967,383 20,735,821 22,176,225 21,029,903
Assumed exercise of stock
options net of treasury
shares deemed to have been
repurchased at the end of
the period market price 16,026 -- -- --
---------- ---------- ---------- ----------
Weighted average fully diluted
shares outstanding 21,983,409 20,735,821 22,176,225 21,029,903
========== ========== ========== ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-START> FEB-02-1997
<PERIOD-END> NOV-01-1997
<CASH> 538
<SECURITIES> 0
<RECEIVABLES> 9,573
<ALLOWANCES> 0
<INVENTORY> 118,100
<CURRENT-ASSETS> 132,636
<PP&E> 124,915
<DEPRECIATION> (69,781)
<TOTAL-ASSETS> 219,083
<CURRENT-LIABILITIES> 117,233
<BONDS> 4,384
0
0
<COMMON> 209
<OTHER-SE> 92,891
<TOTAL-LIABILITY-AND-EQUITY> 219,083
<SALES> 399,251
<TOTAL-REVENUES> 399,251
<CGS> 302,458
<TOTAL-COSTS> 302,458
<OTHER-EXPENSES> 88,235
<LOSS-PROVISION> 133
<INTEREST-EXPENSE> 2,008
<INCOME-PRETAX> 6,550
<INCOME-TAX> 1,572
<INCOME-CONTINUING> 4,978
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,978
<EPS-PRIMARY> 0.23
<EPS-DILUTED> 0.23
</TABLE>
