<PAGE> 1
United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the Period Ended March 31, 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 0-22356
FRIEDMAN'S INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 58-2058362
- ------------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identificaiton No.)
4 West State Street
Savannah, Georgia 31401 31401
- --------------------------------------- --------------------------
(Address of principal executive offices) (Zip Code)
(912) 233-9333
- --------------------------------------------------------------------------------
(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 periods
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
------ ------
Applicable Only to Issuers Involved in Bankruptcy
Proceedings During the Preceeding 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 the 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 practical date.
The number of shares of Registrant's Class A Common Stock $.01 par
value per share, outstanding at May 14, 1997 was 12,815,437.
The number of shares of Registrant's Class B Common Stock $.01 par
value per share, outstanding at May 14, 1997 was 1,492,401.
<PAGE> 2
Index
Friedman's Inc.
Part I. Financial Information
Item 1. Condensed Consolidated Financial Statements (Unaudited)
Income Statements - Three and six months ended March 31, 1997
and 1996
Balance Sheets - March 31, 1997 and 1996 and September 30,
1996
Statements of Cash Flows - Six months ended March 31, 1997 and
1996
Notes to Condensed Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures
<PAGE> 3
FRIEDMAN'S INC.
CONDENSED CONSOLIDATED INCOME STATEMENTS
(UNAUDITED)
(Dollars in thousands, except per share and share amounts)
<TABLE>
<CAPTION>
Three months ended Six months ended
March 31 March 31
-------------------- ---------------------
1997 1996 1997 1996
-------- -------- --------- --------
<S> <C> <C> <C> <C>
Revenues:
Net merchandise sales ............................................ $ 36,208 $ 27,985 $ 125,956 $ 98,543
Finance charges and other ........................................ 7,023 5,740 14,323 11,362
-------- -------- --------- --------
Total revenues .......................................... 43,231 33,725 140,279 109,905
Operating Costs and Expenses:
Cost of goods sold including occupancy,
distribution and buying ....................................... 19,345 14,902 62,934 49,224
Selling, general and administrative ............................... 15,965 12,753 38,530 29,717
Provision for doubtful accounts ................................... 2,951 1,631 11,979 8,505
-------- -------- --------- --------
38,261 29,286 113,443 87,446
-------- -------- --------- --------
Operating income before depreciation
and amortization .................................................. 4,970 4,439 26,836 22,459
Depreciation and amortization .......................................... 981 782 1,923 1,512
-------- -------- --------- --------
Income from operations ................................................. 3,989 3,657 24,913 20,947
Interest expense (income) .............................................. (180) .903 (343) 1,696
-------- -------- --------- --------
Income before income taxes ............................................. 4,169 2,754 25,256 19,251
Income tax expense ..................................................... 1,606 1,074 9,725 7,508
-------- -------- --------- --------
Net income ............................................................. $ 2,563 $ 1,680 $ 15,531 $ 11,743
======== ======== ========= ========
Earnings per share ..................................................... $ 0.18 $ 0.14 $ 1.08 $ 0.96
======== ======== ========= ========
Weighted average shares ................................................ 14,402 12,245 14,402 12,273
Number of stores open .................................................. 335 254 335 254
</TABLE>
See notes to condensed consolidated financial statements
<PAGE> 4
FRIEDMAN'S INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share and share amounts)
<TABLE>
<CAPTION>
March 31 September 30
------------------- ------------
1997 1996 1996
-------- -------- --------
(Unaudited) (Note)
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents .......................................... $ 1,907 $ 1,854 $ 19,962
Accounts receivable, net ........................................... 81,233 62,247 63,221
Inventories, at cost ............................................... 73,779 57,893 64,307
Other current assets ............................................... 3,370 3,632 3,011
-------- -------- --------
Total current assets .......................................... 160,289 125,626 150,501
Equipment and improvements, net ......................................... 26,953 19,379 23,481
Note receivable from related party ...................................... 20,000 -- --
Other assets ............................................................ 1,502 2,597 1,632
-------- -------- --------
Total assets .................................................. $208,744 $147,602 $175,614.
======== ======== ========
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable ................................................... $ 22,191 $ 19,663 $ 21,052
Accrued liabilities ................................................ 7,552 9,453 7,208
Income taxes payable ............................................... 1,905 2,074 --
-------- -------- --------
Total current liabilities ..................................... 31,648 31,190 28,260
-------- -------- --------
Bank debt ............................................................... 14,026 7,107 --
Subordinated notes payable to related parties ........................... -- 22,369 --
Stockholders' Equity:
Preferred stock, par value $.01, 10,000,000 shares authorized
and none issued ............................................... -- -- --
Class A common stock, par value $.01, 25,000,000 shares
authorized, 12,805,862 issued and outstanding ................. 128 97 125
Class B common stock, par value $.01, 7,000,000 shares
authorized, 1,500,876 issued and outstanding .................. 15 24 18
Additional paid-in-capital ......................................... 117,278 58,790 117,096
Retained earnings .................................................. 45,649 28,025 30,115
-------- -------- --------
Total stockholders' equity .................................... 163,070 86,936 147,354
-------- -------- --------
Total liabilities and equity .................................. $208,744 $147,602 $175,614
======== ======== ========
</TABLE>
Note: The balance sheet at September 30, 1996 has been derived from the
audited financial statements at that date but does not include all
the information and footnotes required by generally accepted
accounting principles for complete financial statements.
See notes to condensed consolidated financial statements
<PAGE> 5
FRIEDMAN'S INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
Six months ended
March 31
--------------------
1997 1996
-------- --------
<S> <C> <C>
Operating Activities:
Net income .......................................................................... $ 15,531 $ 11,743
Adjustments to reconcile net income to cash
used in operating activities:
Depreciation and amortization .................................................. 1,923 1,512
Provision for doubtful accounts ................................................ 11,979 8,505
Changes in assets and liabilities:
Increase in accounts receivable ........................................... (29,991) (25,732)
Increase in inventories ................................................... (9,472) (12,718)
Decrease (increase) in other assets ....................................... (230) 101
Increase in accounts payable and
accrued liabilities ................................................... 1,486 4,711
Increase in income taxes payable .......................................... 1,905 2,074
-------- --------
Net cash used in operating
activities ........................................................ (6,869) (9,804)
Investing Activities:
Purchases of equipment and improvements ........................................ (5,394) (3,957)
Investment in Crescent Jewelers ................................................ (20,000) --
-------- --------
Net cash used in investing
activities ........................................................ (25,394) (3,957)
Financing Activities:
Proceeds from bank borrowings .................................................. 14,026 7,107
Proceeds from employee stock purchases and options exercised ................... 182 230
-------- --------
Net cash provided by financing
activities ........................................................ 14,208 7,337
-------- --------
Decrease in cash .................................................................... (18,055) (6,424)
Cash and cash equivalents, beginning of period ...................................... 19,962 8,278
-------- --------
Cash and cash equivalents, end of period ............................................ $ 1,907 $ 1,854
======== ========
</TABLE>
See notes to condensed consolidated financial statements
<PAGE> 6
FRIEDMAN'S INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 1997
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three month and six
month periods ended March 31, 1997 are not necessarily indicative of the results
that may be expected for the year ending September 30, 1997. For further
information, refer to the financial statements and footnotes thereto included in
the Friedman's Inc. annual report on Form 10-K for the year ended September
30, 1996.
NOTE B - FINANCING ARRANGEMENTS
On February 13, 1997, 272,706 shares of the Company's Class B Common
Stock were converted into Class A Common Shares.
NOTE C - LONG TERM INCENTIVE PROGRAM
The Company's long term incentive program consists of loans to certain
executives, the repayment of which will be forgiven upon the attainment of
specific stock price targets. To date, 50% of the principal amount of the loans
has been forgiven. The remaining principal amount will be forgiven through 1998
if the stock price reaches targets ranging from $30.00 to $32.00, and thereafter
through 2003 if the stock price reaches targets ranging from $32.50 to $60.00.
<PAGE> 7
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Total revenues, comprised of net merchandise sales and finance charges
and other revenues, increased 28.2% to $43.2 million for the three months ended
March 31, 1997, from $33.7 million for the three months ended March 31, 1996.
Net merchandise sales increased $8.2 million, or 29.4% for the three months
ended March 31, 1997 compared to the same period in the prior year. Of the $8.2
million increase in net merchandise sales, $7.4 million, or 90.2% of the
increase, was attributable to new stores and $811,000, or 9.8% of the increase,
resulted from sales increases in comparable stores. The increases in total
revenues and net merchandise sales during the three months ended March 31, 1997
were attributable to (i) a 31.9% increase in the number of stores in operation
(335 stores at March 31, 1997 from 254 stores at March 31, 1996) and (ii) an
increase in comparable store net merchandise sales of 3.0%. For the six months
ended March 31, 1997, total revenues increased 27.6% to $140.3 million from
$109.9 million for the six months ended March 31, 1996. Net merchandise sales
increased approximately $27.4 million, or 27.8%, for the six months ended March
31, 1997, compared to the same period in the prior year. Of the $27.4 million
increase in net merchandise sales, $26.1 million, or 95.1% of the increase, was
attributable to sales in new stores and $1.3 million, or 4.9% of the increase,
resulted from sales increases in comparable stores. Increases in total revenues
and net merchandise sales for the six month period ended March 31, 1997 compared
with the same period in the prior year were also attributable to (i) an increase
in the number of stores in operation during the period, and (ii) an increase in
comparable store net merchandise sales of 1.4%. Finance charges and other
revenues increased 22.4% and 26.1% for the three month and six month periods
ended March 31, 1997, respectively, compared to the same periods in the prior
year principally due to higher sales levels.
Cost of goods sold, including occupancy, distribution and buying, for
the three months ended March 31, 1997 was $19.3 million, or 53.4% of net
merchandise sales, compared with $14.9 million or 53.2% of net merchandise sales
for the same period in the prior year. This increase as a percent of net
merchandise sales was the result of higher occupancy costs compared to the same
period in 1996, partially offset by lower distribution and buying costs. For the
six months ended March 31, 1997, cost of goods sold, including occupancy,
distribution and buying, was $62.9 million, or 50.0% of net merchandise sales
compared with $49.2 million, or 50.0% of net merchandise sales for the same
period in the prior year. Cost of goods sold for the six months ended March 31,
1997 was unchanged from the prior year as a percentage of net merchandise sales.
Selling, general and administrative expenses increased to $16.0 million
for the three months ended March 31, 1997, from $12.8 million for the three
months ended March 31, 1996. Selling, general and administrative expenses
decreased to 36.9% of total revenues for the three months ended March 31, 1997
from 37.8% of total revenues in the comparable period in the prior year. This
decrease was attributable primarily to lower store payroll as a percent of total
revenues and a slight improvement in general expense levels. For the six months
ended March 31, 1997, selling, general and administrative expenses increased
29.7% to $38.5 million, from $29.7 million for the six months ended March 31,
1996. Selling, general and administrative expenses increased to 27.5% of total
revenues from 27.0% of total revenues in the comparable period in the prior
year. This increase was attributable primarily to increases in advertising costs
as a percentage of total revenues.
The provision for doubtful accounts increased 80.9% to $3.0 million for
the three months ended March 31, 1997, from $1.6 million for the same period in
the prior year. For the six months ended March 31, 1997, the provision for
doubtful accounts increased 40.8% to $12.0 million from $8.5 million during the
same period in the prior year. The increase in the provision for doubtful
accounts for the three and six months ended March 31, 1997 was attributable to
higher charge-offs as a percent of credit revenues, as well as increased credit
revenues and accounts receivable during these periods as a result of the
increased number of stores in operation. The allowance for doubtful accounts was
12.2% of accounts receivable at March 31, 1997 versus 12.1% at March 31, 1996.
<PAGE> 8
Depreciation and amortization expenses increased 25.4% to $981,000 for
the three months ended March 31, 1997 compared with $782,000 for the three
months ended March 31, 1996. For the six months ended March 31, 1997,
depreciation and amortization expenses increased 27.2% to $1.9 million compared
with $1.5 million during the same period in the prior year. These increases were
the result of depreciation of increased capital expenditures related to new and
existing stores.
Interest income for the three months ended March 31, 1997 totaled
$180,000 compared with $903,000 of interest expense in the same period in the
prior year. For the six months ended March 31, 1997, interest income totaled
$343,000 compared with $1.7 million of interest expense in the same period in
the prior year. This change was due to the repayment of subordinated debt with
the proceeds from the offering of 2.2 million shares of Class A Common Stock in
June 1996, as well as interest earned on the Company's loan to Crescent Jewelers
in October 1996. See "Liquidity and Capital Resources".
As a result of the factors above, net income increased 52.6% to $2.6
million for the three months ended March 31, 1997 from $1.7 million for the same
period in the prior year. Earnings per share for the second fiscal quarter
increased 28.6% to $0.18 per share on a significantly larger average share base
compared to earnings per share of $0.14 per share for the comparable period in
1996. Weighted average shares outstanding increased 17.6% to 14,402,000 at March
31, 1997 from 12,245,000 at the same date in the prior year. For the six months
ended March 31, 1997, net income increased 32.3% to $15.5 million from $11.7
million for the same period in the prior year. Earnings per share for the six
months ended March 31, 1997 increased 12.5% to $1.08 per share on a
significantly larger average share base compared to earnings per share of $0.96
per share for the comparable period in 1996. Weighted average shares outstanding
increased 17.3% to 14,402,000 at March 31, 1997 from 12,273,000 at March 31,
1996.
LIQUIDITY AND CAPITAL RESOURCES
On October 16, 1996, the Company invested $20 million in Crescent
Jewelers Inc. and its wholly owned subsidiary (together "Crescent"), a
privately-owned West-coast based specialty retailer of fine jewelry currently
operating 116 stores. The investment is in the form of a $20 million convertible
senior subordinated secured loan. The three-year loan is junior to Crescent's
new $50 million bank-provided credit facility, bears a similar rate of interest
to such facility and is secured, after the credit facility, by all of Crescent's
assets. The loan is convertible into a minority equity position. The Company
also entered into a standby commitment for up to 18 months to purchase up to $5
million of 10% senior subordinated convertible notes of Crescent, which, if
consummated, could increase the Company's aggregate investment in Crescent to
$25 million.
The Company maintains similar but distinct credit facility agreements
with two banks, which in the aggregate total $55.0 million. Interest on both
lines is payable quarterly at the prime lending rate less 0.4% or alternatively,
at the bank's CD rate plus 1.95%, or LIBOR plus 1.25% per annum. Both agreements
provide for certain financial covenants and are secured by inventory and
accounts receivable. The total amounts outstanding under the lines were $14.0
million at March 31, 1997.
On February 13, 1997, 272,706 shares of the Company's Class B Common
Stock were converted into Class A Common Shares.
The Company's long term incentive program consists of loans to certain
executives, the repayment of which will be forgiven upon the attainment of
specific stock price targets. To date, 50% of the principal amount of the loans
has been forgiven. The remaining principal amount will be forgiven through 1998
if the stock price reaches targets ranging from $30.00 to $32.00, and thereafter
through 2003 if the stock price reaches targets ranging from $32.50 to $60.00.
<PAGE> 9
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
The Company filed one report on Form 8-K on October 16, 1996
regarding the Company's investment in Crescent Jewelers.
<PAGE> 10
EXHIBIT INDEX
Exhibit
Number
3.1 Registrant's Certificate of Incorporation, as amended (incorporated by
reference from Exhibit 4(a) to the Registrant's Registration Statement
on Form S-8 (File No. 333-17755) dated March 21, 1997).
3.2 Bylaws of the Registrant (incorporated by reference from Exhibit 3.2 to
the Registrant's Registration Statement on Form S-1 (File No.
33-67662), and amendments thereto, originally filed on August 19,
1993).
4.1 See Exhibits 3.1, 3.2 and 3.3 for provisions of the Certificate of
Incorporation and Bylaws of the Registrant defining rights of holders
of Class A and Class B Common Stock of the Registrant.
4.2 Form of Class A Common Stock certificate of the Registrant
(incorporated by reference from Exhibit 4.2 to the Registrant's
Registration Statement on Form S-1 (File No. 33-67662), and amendments
thereto, originally filed on August 19, 1993).
11 Statement RE: Computation of Per Share Earnings
27 Financial Data Schedule (for SEC use only)
<PAGE> 11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized on May 15, 1997.
FRIEDMAN'S INC.
BY: /s/ Robert S. Morris
--------------------------------------------
Robert S. Morris
President and Chief Operating Officer
/s/ Edward J. Howie
--------------------------------------------
Edward J. Howie
Principal Accounting Officer
<PAGE> 1
Exhibit 11 Statement RE: Computation of Per Share Earnings
<TABLE>
<CAPTION>
Three months ended Six months ended
March 31 March 31
---------------------- -----------------
1997 1996 1997 1996
------------ ------- ------- -------
(000's omitted, except per share data)
<S> <C> <C> <C> <C>
Average shares outstanding 14,299 12,062 14,296 12,057
Net effect of dilutive stock options 103 183 106 216
------------ ------- ------- -------
Totals 14,402 12,245 14,402 12,273
============ ======= ======= =======
Net income $ 2,563 $ 1,680 $15,531 $11,743
============ ======= ======= =======
Per share amount $ 0.18 $ 0.14 $ 1.08 $ 0.96
============ ======= ======= =======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1997
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> 1
<CASH> 1,907
<SECURITIES> 0
<RECEIVABLES> 81,233
<ALLOWANCES> 0
<INVENTORY> 73,779
<CURRENT-ASSETS> 160,289
<PP&E> 26,953
<DEPRECIATION> 0
<TOTAL-ASSETS> 208,744
<CURRENT-LIABILITIES> 31,648
<BONDS> 0
0
0
<COMMON> 143
<OTHER-SE> 162,927
<TOTAL-LIABILITY-AND-EQUITY> 208,744
<SALES> 36,208
<TOTAL-REVENUES> 43,231
<CGS> 19,345
<TOTAL-COSTS> 38,261
<OTHER-EXPENSES> 801
<LOSS-PROVISION> 2,951
<INTEREST-EXPENSE> (180)
<INCOME-PRETAX> 4,169
<INCOME-TAX> 1,606
<INCOME-CONTINUING> 2,563
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,563
<EPS-PRIMARY> 0.18
<EPS-DILUTED> 0.18
</TABLE>
