<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 MAY 2, 1998
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 May 31, 1998 was
20,988,538 shares.
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FILENE'S BASEMENT CORP.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION Page No.
- ------------------------------- --------
Item 1 - Financial Statements
Consolidated Balance Sheets as of 3
May 2, 1998, January 31, 1998
and May 3, 1997
Consolidated Statements of Operations 4
for the thirteen weeks ended
May 2, 1998 and May 3, 1997
Consolidated Statements of Cash Flows 5
for the thirteen weeks ended
May 2, 1998 and May 3, 1997
Notes to Consolidated Financial Statements 6
Item 2 - Management's Discussion and Analysis of 8
Financial Condition and Results of Operations
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K 12
2
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FILENE'S BASEMENT CORP.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
May 2, January 31, May 3,
1998 1998 1997
--------- ----------- ---------
ASSETS (unaudited) (unaudited)
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 392 $ 475 $ 528
Inventories 105,488 93,021 99,657
Other current assets 15,044 11,162 12,395
--------- --------- ---------
Total current assets 120,924 104,658 112,580
Property, plant and equipment, net 49,841 48,341 53,742
Beneficial operating lease rights, net 13,169 13,497 14,483
Assets held for sale - - 7,962
Intangible assets, net and other 8,979 8,842 8,265
--------- --------- ---------
$ 192,913 $ 175,338 $ 197,032
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 46,605 $ 42,698 $ 43,906
Accrued expenses 27,243 26,455 29,556
Short-term debt 16,900 3,100 17,400
Current portion of long-term debt 1,500 1,000 5,313
Obligations under capital leases 424 414 407
--------- --------- ---------
Total current liabilities 92,672 73,667 96,582
Reserve for store closings 3,025 3,096 2,492
Deferred revenue 1,790 1,832 1,957
Long-term debt 11,000 11,500 4,688
Obligations under capital leases 2,667 2,777 3,091
Stockholders' equity:
Common stock, $.01 par value,
70,000,000 shares authorized,
20,968,838, 20,959,338 and
20,762,834 shares issued 210 210 208
Additional paid-in capital 86,967 86,933 86,373
Retained earnings(deficit) (5,402) (4,661) 1,657
Treasury stock, 75,000 shares (16) (16) (16)
--------- --------- ---------
Total stockholders' equity 81,759 82,466 88,222
--------- --------- ---------
$ 192,913 $ 175,338 $ 197,032
========= ========= =========
</TABLE>
See Notes to Consolidated Financial Statements.
3
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FILENE'S BASEMENT CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
Thirteen Weeks Ended
(Unaudited)
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
May 2, May 3,
1998 1997
--------- --------
<S> <C> <C>
Net sales $ 127,647 $120,451
Cost of sales, including buying,
receiving and occupancy costs 97,172 91,209
--------- --------
Gross profit 30,475 29,242
Selling, general and administrative
expenses (Note 2) 30,414 27,598
Amortization of intangible assets and
beneficial operating lease rights 367 367
--------- --------
Operating income (loss) (306) 1,277
Interest expense, net 644 544
--------- --------
Income (loss) before income taxes (950) 733
Income tax provision (benefit)(Note 3) (209) 176
--------- --------
Net income (loss) $ (741) $ 557
========= ========
Basic and diluted earnings (loss) $ (0.04) $ 0.03
per share (Note 4) ========= ========
Weighted average shares outstanding:
Basic 20,894 20,623
========= ========
Diluted 20,894 21,396
========= ========
</TABLE>
See Notes to Consolidated Financial Statements.
4
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FILENE'S BASEMENT CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Thirteen Weeks Ended
(Unaudited)
(dollars in thousands)
<TABLE>
<CAPTION>
May 2, May 3,
1998 1997
-------- --------
CASH FLOW FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income (loss) $ (741) $ 557
Adjustments to reconcile net income (loss)
to net cash used in operations:
Depreciation and amortization 3,257 2,888
Deferred income taxes - (123)
Increase in inventories (12,467) (10,894)
Increase in other current assets (3,882) (5,138)
Increase (decrease) in accounts payable 3,907 (981)
Increase (decrease) in accrued expenses
and other liabilities 717 (2,051)
Other (42) (42)
-------- --------
Net cash used in operating activities (9,251) (15,784)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (4,391) (2,959)
Sale of leasehold interests - 2,106
Other (175) 254
-------- --------
Net cash used in investing activities (4,566) (599)
CASH FLOWS FROM FINANCING ACTIVITIES:
Short-term borrowings,net 13,800 16,400
Payments of capital lease obligation (100) (130)
Proceeds from common stock issuance 34 179
-------- --------
Net cash provided by
financing activities 13,734 16,449
-------- --------
Net increase (decrease) in cash
and cash equivalents (83) 66
Cash and cash equivalents:
Beginning of period 475 462
-------- --------
End of period $ 392 $ 528
======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
5
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FILENE'S BASEMENT CORP.
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 May 2, 1998 and May 3, 1997 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. DISTRIBUTION CENTER FIRE
During February 1998, the Company had a fire in its Auburn Distribution Center.
The Company expects that its property and business interruption insurance will
fully cover all losses incurred by the Company in connection with the fire. The
results for the quarter include an inventory loss for the cost of merchandise
destroyed and an offsetting gain from the Company's anticipated settlement of
the property portion of its claim with the insurance carrier. The Company is
currently preparing the claim for lost profits, and anticipates that its claim
will be reimbursed during the remainder of fiscal 1998. Gains from the
settlement of any business interruption claim will be recorded by the Company
when finalized with its insurance carrier.
3. INCOME TAXES
The Company is using an effective tax rate of 22% 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. EARNINGS PER SHARE
In accordance with SFAS No. 128, "Earnings per Share", basic earnings per share
is computed using the weighted average number of shares outstanding during each
period. Diluted earnings per share is computed using the weighted number of
outstanding shares plus the weighted average number of dilutive common
equivalent shares outstanding during each period.
6
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FILENE'S BASEMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. EARNINGS PER SHARE (CONTINUED)
The following is a reconciliation of the outstanding shares used in calculating
earnings (loss) per share for the quarters ended May 2, 1998 and May 3, 1997 (in
thousands):
<TABLE>
<CAPTION>
May 2, May 3,
1998 1997
------- -------
<S> <C> <C>
Basis shares outstanding 20,894 20,623
Options - 773
------ ------
Dilutive shares outstanding 20,894 21,396
====== ======
</TABLE>
Options for the quarter ended May 2, 1998 of 748,091 are not included in the
computation of diluted earnings per share because to do so would have been
antidilutive for that period.
7
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FILENE'S BASEMENT CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
For the quarter ended May 2, 1998 net sales were $127.6 million, up 6.0% from
last year's first quarter sales of $120.5 million. Comparable store sales for
the first quarter were up 3.9% versus last year due to increases in sales in the
home goods and accessories categories. Additionally, the increase in net sales
for the first quarter of 1998 was due in part to the opening of two new stores.
The total number of stores in operation on May 2, 1998 and May 3, 1997 were 47
and 45, respectively.
Cost of sales as a percentage of sales was 76.1% for the quarter ended May 2,
1998 compared to 75.7% for the same period in the prior year, an increase of
0.4%. This increase was primarily attributable to an increase in occupancy costs
as a percentage of sales for the Company's new stores.
Selling, general and administrative expenses for the first quarter of 1998 were
$30.4 million, or 23.8% of sales, compared to $27.6 million, or 22.9% of sales,
for the same period last year. The increase in selling, general and
administrative expenses, in absolute terms, was primarily the result of the
opening of new stores in the first quarter of 1998 and a full period of expenses
for the new stores opened in the first quarter of 1997. In addition, expenses
totaling approximately $0.8 million were incurred in connection with a fire that
took place in February 1998 at the Company's Auburn Distribution Center. The
Company also received approximately $0.6 million of proceeds on notes
receivable in excess of their book value during the first quarter of 1997.
The Company expects that its property and business interruption insurance will
fully cover all losses incurred by the Company in connection with the fire
mentioned above. The results for the quarter include an inventory loss for the
cost of merchandise destroyed and an offsetting gain from the Company's
anticipated settlement of the property portion of its claim with the insurance
carrier. The Company is currently preparing the claim for lost profits, and
anticipates that its claim will be reimbursed during the remainder of fiscal
1998. Gains from any settlement of the business interruption claim will be
recorded by the Company when finalized with its insurance carrier.
Net interest expense for the quarter ended May 2, 1998 was $0.6 million compared
to $0.5 million last year. The increase in net interest expense was due in part
to higher average outstanding borrowings under the Company's Revolving Credit
and Term Loan Agreement. (See Financial Condition, Liquidity and Capital
Resources.)
8
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FILENE'S BASEMENT CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Net income (loss) for the quarter ended May 2, 1998 was $(0.7) million, or
$(.04) per share, on 20.9 million weighted average shares outstanding, compared
to net income of $0.6 million, or $.03 per share, on 21.4 million weighted
average shares outstanding for the quarter ended May 3, 1997.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
On January 30, 1998, the Company entered into an Amended and Restated Revolving
Credit and Term Loan Agreement (the "Agreement"), which replaced the Revolving
Credit and Term Loan Agreement dated May 23, 1996 as amended June 28, 1996 (the
"Original Agreement"). The new facility expires on February 3, 2001 and includes
a $65.0 million revolving credit facility and a $12.5 million term loan.
Principal payments of the term loan are due in nine quarterly installments of
$500,000 commencing on October 31, 1998, with a final payment due at maturity.
During the first quarter, average borrowings under the Agreement were
approximately $22.0 million at an average interest rate of 7.93%. During the
same period last year, average borrowings were $21.1 million at an average
interest rate of 7.92%. Excess credit availability at May 2, 1998 was
approximately $30.4 million compared to approximately $32.3 million at May 3,
1997.
The Agreement contains financial covenants which require cumulative minimum
earnings before interest, taxes, depreciation and amortization and a minimum
cash flow to fixed obligations ratio for specified periods during the term of
the Agreement. During the quarter ended May 2, 1998, the Company was in
compliance with all covenants of the Agreement.
Net cash used in operating activities was $9.3 million for the quarter ended May
2, 1998 versus cash used of $15.8 million during the same period last year. The
$6.5 million decrease in cash used by operations was primarily due to increased
accounts payable resulting from higher inventory levels as well as decreased
payments in the first quarter of 1998 relating to store closing charges. In
addition, the Company paid approximately $1.8 million of performance-based
bonuses in the first quarter of 1997 related to Fiscal 1996 results.
Net cash used in investing activities during fiscal 1998 increased $4.0 million
over the comparable period in fiscal 1997 primarily as a result of increased
capital expenditures of $1.4 million for the
9
<PAGE> 10
FILENE'S BASEMENT CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES(CONTINUED)
new stores. In addition, in 1997, the Company received proceeds from the sale of
leasehold interests totaling $2.1 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. The Company has completed a review of
its computer systems to identify the systems that could be affected by the "Year
2000" problem and is developing an implementation plan to resolve the issue. It
is expected that most non-compliant systems will be replaced with new systems
that will provide certain competitive benefits as well as ensure "Year 2000"
compliance in time to minimize any disruptive effects on operations. While it is
not possible at this time to predict the total cost of this effort, the capital
investment, whether leased or purchased, in new software and equipment needed to
achieve "Year 2000" compliance and enhance existing systems, is currently
estimated at approximately $20.0 to $25.0 million. Funding requirements have
been incorporated into the Company's capital and operating plans and are not
expected to have a material adverse impact on the Company's financial condition
or liquidity.
Net cash provided by financing activities during the first quarter of fiscal
1998 was $13.7 million as compared to $16.4 million in the first quarter of
1997. The $2.7 million decrease was primarily due to a $2.6 million decrease 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 1998, capital expenditures are expected to approximate $30 million.
10
<PAGE> 11
FILENE'S BASEMENT CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES(CONTINUED)
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, among others: (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) unexpected store closings and
the related higher markdowns associated with inventory liquidations and (vi) the
unanticipated impact of the "Year 2000" problem.
11
<PAGE> 12
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
12
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, being also its principal financial
officer.
FILENE'S BASEMENT CORP.
\s\ Steven Siegel
---------------------
Steven Siegel
Executive Vice President
& Chief Financial Officer
DATE: June 15, 1998
13
<PAGE> 14
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.
STATEMENTS RE COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
Thirteen Weeks Ended
May 2, May 3,
1998 1997
---------- ----------
<S> <C> <C>
Weighted average number of
common shares outstanding 20,893,742 20,622,580
Assumed exercise of stock
options net of treasury
shares deemed to have been
repurchased at an average
market price for the period - 773,476
--------- ----------
Weighted average number of common
and common equivalent shares
outstanding used for diluted
computations 20,893,742 21,396,056
========== ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-30-1999
<PERIOD-START> FEB-01-1998
<PERIOD-END> MAY-02-1998
<CASH> 392
<SECURITIES> 0
<RECEIVABLES> 8,856
<ALLOWANCES> 0
<INVENTORY> 105,488
<CURRENT-ASSETS> 120,924
<PP&E> 116,735
<DEPRECIATION> (66,894)
<TOTAL-ASSETS> 192,913
<CURRENT-LIABILITIES> 92,672
<BONDS> 13,667
0
0
<COMMON> 210
<OTHER-SE> 81,549
<TOTAL-LIABILITY-AND-EQUITY> 192,913
<SALES> 127,647
<TOTAL-REVENUES> 127,647
<CGS> 97,172
<TOTAL-COSTS> 97,172
<OTHER-EXPENSES> 30,781
<LOSS-PROVISION> 10
<INTEREST-EXPENSE> 644
<INCOME-PRETAX> (950)
<INCOME-TAX> (209)
<INCOME-CONTINUING> (741)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (741)
<EPS-PRIMARY> (0.04)
<EPS-DILUTED> (0.04)
</TABLE>
