<PAGE>
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 Quarterly Period Ended July 1, 2000
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.
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(Exact name of registrant as specified in its charter)
Delaware 58-2058362
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4 West State Street
Savannah, Georgia 31401 31401
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(Address of principal executive offices) (Zip Code)
(912) 233-9333
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X No _____
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
The number of shares of Registrant's Class A Common Stock $.01 par value per
share, outstanding at August 14, 2000 was 13,261,807.
The number of shares of Registrant's Class B Common Stock $.01 par value per
share, outstanding at August 14, 2000 was 1,196,283.
<PAGE>
Index
Friedman's Inc.
Part I. Financial Information
Item 1. Consolidated Financial Statements (Unaudited)
Income Statements - Three and nine months ended July 1, 2000 and
June 30, 1999
Balance Sheets - July 1, 2000, June 30, 1999 and September 30, 1999
Statements of Cash Flows - Nine months ended July 1, 2000 and June 30,
1999
Notes to 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>
Part I. Financial Information
Item 1.
FRIEDMAN'S INC.
Consolidated Income Statements
(Unaudited)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three months ended Nine months ended
July 1, June 30, July 1, June 30,
2000 1999 * 2000 1999 *
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Net sales............................................. $ 81,086 $ 66,503 $312,907 $253,298
Operating Costs and Expenses:
Cost of goods sold including occupancy,
distribution and buying..................... 42,710 35,715 164,700 132,667
Selling, general and administrative.............. 31,813 26,226 107,553 86,869
Depreciation and amortization.................... 2,458 1,581 7,001 4,510
--------------- --------------- --------------- ---------------
Income from operations................................ 4,105 2,981 33,653 29,252
Interest and other income from related party ......... (618) (630) (1,785) (1,890)
Interest expense...................................... 1,212 822 3,343 2,930
--------------- --------------- --------------- ---------------
Income before income taxes............................ 3,511 2,789 32,095 28,212
Income tax expense.................................... 1,264 1,060 12,055 10,719
--------------- --------------- --------------- ---------------
Net income............................................ $ 2,247 $ 1,729 $ 20,040 $ 17,493
=============== =============== =============== ===============
Earnings per share - basic............................ $ 0.16 $ 0.12 $ 1.39 $ 1.19
=============== =============== =============== ===============
Earnings per share - diluted.......................... $ 0.16 $ 0.12 $ 1.39 $ 1.19
=============== =============== =============== ===============
Weighted average shares - basic....................... 14,453 14,655 14,439 14,648
Weighted average shares - diluted..................... 14,453 14,655 14,439 14,648
Number of stores open................................. 599 504 599 504
</TABLE>
See notes to consolidated financial statements.
* Restated. See Note D of the notes to the consolidated financial statements
<PAGE>
FRIEDMAN'S INC.
Consolidated Balance Sheets
(In thousands, except per share and share amounts)
<TABLE>
<CAPTION>
July 1, June 30, September 30,
2000 1999* 1999
-------------- ------------- ---------------
(Unaudited) (Note)
<S> <C> <C> <C>
Assets
Current Assets:
Cash..................................................................... $ 835 $ 1,101 $ 1,076
Accounts receivable, net of allowance for doubtful accounts of $15,013
at July 1, 2000, $11,960 at June 30, 1999 and $10,863 at
September 30, 1999.................................................. 123,700 101,954 97,780
Inventories.............................................................. 129,980 105,845 114,128
Deferred income taxes.................................................... 3,628 2,904 3,629
Other current assets..................................................... 3,337 4,104 3,791
-------------- ------------- ---------------
Total current assets................................................ 261,480 215,908 220,404
Equipment and improvements, net............................................... 52,479 39,176 44,160
Notes receivable from related party........................................... 25,000
- -
Tradename rights, net......................................................... 5,611 6,082 5,964
Other assets.................................................................. 4,190 1,642 4,768
-------------- ------------- ---------------
Total assets........................................................ $323,760 $287,808 $275,296
============== ============= ===============
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable......................................................... $ 44,523 $ 29,554 $ 40,818
Accrued liabilities...................................................... 14,951 9,377 11,060
Income taxes payable..................................................... 3,590 4,422 1,136
-------------- ------------- ---------------
Total current liabilities........................................... 63,064 43,353 53,014
Bank debt..................................................................... 47,220 49,903 28,184
Deferred income taxes and other............................................... 1,944 1,419 2,194
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, 13,261,807, 13,219,292 and 13,226,127 issued
and outstanding at July 1, 2000, June 30, 1999 and
September 30, 1999, respectively.................................... 133 132 132
Class B common stock, par value $.01, 7,000,000 shares
authorized, 1,196,283, 1,196,283 and 1,196,283 issued and
outstanding at July 1, 2000, June 30, 1999 and
September 30, 1999, respectively.................................... 12 12 12
Additional paid-in-capital............................................... 118,725 118,491 118,543
Retained earnings........................................................ 93,842 75,617 74,417
Stock purchase loans..................................................... (1,180) (1,119) (1,200)
-------------- ------------- ---------------
Total stockholders' equity.......................................... 211,532 193,133 191,904
-------------- ------------- ---------------
Total liabilities and stockholders' equity.......................... $323,760 $287,808 $275,296
============== ============= ===============
</TABLE>
Note: The balance sheet at September 30, 1999 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 consolidated financial statements.
* Restated. See Note D of the notes to the consolidated financial statements
<PAGE>
FRIEDMAN'S INC.
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Nine months ended
July 1, 2000 June 30, 1999*
------------------ ------------------
<S> <C> <C>
Operating Activities:
Net income............................................................. $ 20,040 $ 17,492
Adjustments to reconcile net income to cash
provided by (used in) operating activities:
Depreciation and amortization...................................... 7,000 4,510
Provision for doubtful accounts.................................... 29,749 26,591
Income from related party.......................................... (251) -
Changes in assets and liabilities:
Increase in accounts receivable................................. (55,669) (42,645)
Increase in inventories......................................... (15,852) (259)
Decrease (increase) in other assets............................. 1,033 (1,977)
Increase in accounts payable and accrued liabilities............ 8,892 22,203
------------------ ------------------
Net cash provided by (used in) operating activities............. (5,058) 25,915
Investing Activities:
Additions to equipment and improvements................................ (13,845) (6,914)
Repayments of (payments for) employee stock purchases.................. 20 (1,119)
------------------ ------------------
Net cash used in investing activities........................... (13,825) (8,033)
Financing Activities:
Proceeds from (repayments of) bank borrowings.......................... 19,036 (17,066)
Proceeds from employee stock purchases and options exercised........... 183 225
Payment of cash dividend............................................... (577) (183)
------------------ ------------------
Net cash provided by (used in) investing activities............. 18,642 (17,024)
------------------ ------------------
Increase (decrease) in cash................................................. (241) 858
Cash, beginning of period................................................... 1,076 243
------------------ ------------------
Cash, end of period......................................................... $ 835 $ 1,101
================== ==================
</TABLE>
See notes to consolidated financial statements.
* Restated. See Note D of the notes to the consolidated financial statements
5
<PAGE>
FRIEDMAN'S INC.
Notes to Consolidated Financial Statements
(Unaudited)
July 1, 2000
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 nine month periods
ended July 1, 2000 are not necessarily indicative of the results that may be
expected for the year ending September 30, 2000. 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, 1999.
Note B - Earnings per Share
The dilutive effect of stock options on the diluted weighted average number
of shares outstanding for the period was zero for the three months ended July 1,
2000 and June 30, 1999, respectively, and zero for the nine months ended July 1,
2000 and June 30, 1999, respectively.
Note C - Reclassifications
Certain balances as of June 30, 1999 have been reclassified to conform to
the current year financial statement presentation.
Note D - Change in Accounting Policy
As more fully described in Note 2 to the Company's financial statements for
the year ended September 30, 1999, the Company changed its revenue recognition
policy for diamond and gold warranty products. The new policy recognizes revenue
ratably over the estimated average life of such products and prior years'
financial statements have been restated to reflect the effects of this change.
For the three months ended June 30, 1999, the restatement increased previously
reported net income and basic earnings per share by $146,000 and $0.01,
respectively (reduction of $1.2 million and $0.08, respectively, for the nine
months then ended). The estimated average life is an accounting estimate and is
subject to adjustment based on actual trends and experience. For the current
quarter, the Company adjusted the estimated average life and increased net
income and basic earnings per share by $945,000 and $0.07, respectively. Changes
in the estimated life are accounted for prospectively by recognizing the
deferred revenue balance at the date the estimate is changed over the remaining
estimated average life.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The Company changed its revenue recognition policy for diamond and gold
bond warranty products in fiscal 1999. Prior years' financial statements have
been restated to reflect the effects of this change and the discussion that
follows reflects the effect of this change on the three and nine month periods
ended June 30, 1999. The new policy recognizes revenue ratably over the
estimated average life of such products, which estimated life was adjusted
during the three month period ended July 1, 2000 (See Note D to Consolidated
Financial Statements).
Three months ended July 1, 2000 compared to three months ended June 30, 1999
----------------------------------------------------------------------------
Results of Operations
---------------------
Net sales increased 21.9% to $81.1 million for the three months ended
July 1, 2000, from $66.5 million for the three months ended June 30, 1999.
Comparable store net merchandise sales increased 6.4% for the three months ended
July 1, 2000. Of the 21.9% increase in net sales, 2.5% of the increase is
attributable to the change in the estimated average life for diamond and gold
warranty products (See Note D to Consolidated Financial Statements).
Cost of goods sold, including occupancy, distribution and buying, increased
19.6% to $42.7 million, or 52.7%, of net sales, for the three months ended July
1, 2000, versus $35.7 million, or 53.7% of net sales, for the three months ended
June 30, 1999. The decrease as a percentage of net sales was primarily the
result of leverage in occupancy costs associated with the increase in total net
sales.
Selling, general and administrative expenses increased 21.3% to $31.8
million for the three months ended July 1, 2000, from $26.2 million for the
three months ended June 30, 1999. As a percentage of net sales, selling, general
and administrative expenses decreased to 39.2% of net sales for the three months
ended July 1, 2000 from 39.4% for the three months ended June 30, 1999. The
decrease as a percentage of net sales was primarily the result of higher net
earnings derived from the Company's credit operations partially offset by an
increase in operating expenses. The higher net earnings from credit operations
was primarily the result of lower provision for bad debt expense as a percentage
to net sales due to improvements in the overall accounts receivable currency and
delinquency. The increases in operating expenses were primarily due to an
increase in advertising expenditures and incentive compensation associated with
Mother's Day promotions as compared to the comparable period in the prior year.
Depreciation and amortization expenses increased 55.5% to $2.5 million for
the three months ended July 1, 2000, from $1.6 million for the three months
ended June 30, 1999. Depreciation and amortization expense as a percentage of
net sales was 3.0% for the three months ended July 1, 2000 compared to 2.4% in
the comparable period in the prior year. The increase in depreciation and
amortization as a percentage of net sales was due primarily to expenses
associated with the implementation of new computer software placed into service
July 1, 1999 and new store displays. In general, depreciation and amortization
expenses as a percentage of net sales may continue to increase as a result of
additional investments in systems and infrastructure, but management does not
believe that such potential increases represent a material continuing trend.
Interest and other income from a related party decreased to $618,000 for
the three months ended July 1, 2000 compared to $630,000 for the three months
ended June 30, 1999. Management expects interest and other income from a related
party to continue to decrease because of repayment of borrowings by Crescent
Jewelers Inc. and its wholly owned subsidiary, Crescent Jewelers (collectively,
"Crescent"). Crescent is affiliated with the Company through common ownership
and management. This decrease will be partially offset by Crescent's payments to
the Company of fees related to the Company's guaranty of Crescent's obligations
under Crescent's credit facility. See "Liquidity and Capital Resources."
Interest expense increased to $1.2 million for the three months ended July 1,
2000 compared to $0.8 million for the three months ended June 30, 1999. The
increase in interest expense was due primarily to higher interest rates and loan
amortization fees associated with the Company's new credit facility as compared
to the same period in the prior year. See "Liquidity and Capital Resources."
Net income increased by 30.0% to $2.2 million for the three months ended
July 1, 2000 compared to $1.7 million for the three months ended June 30, 1999.
Basic and diluted earnings per share increased 33.3% to $0.16 for the three
months ended July 1, 2000 from $0.12 for the three months ended June 30, 1999.
Basic and diluted weighted average common shares outstanding decreased 1.4% to
14,453,000 for the three months ended July 1, 2000 from 14,655,000 for the
comparable period in the prior year.
<PAGE>
Nine months ended July 1, 2000 compared to nine months ended June 30, 1999
--------------------------------------------------------------------------
Results of Operations
---------------------
Net sales increased 23.5% to $312.9 million for the nine months ended
July 1, 2000 from $253.3 million for the nine months ended June 30, 1999.
Comparable store net merchandise sales increased 7.3% for the nine months ended
July 1, 2000. Of the 23.5% increase in net sales, .7% of the increase is
attributable to the change in the estimated average life for diamond and gold
warranty products (See Note D to Consolidated Financial Statements).
Cost of goods sold, including occupancy, distribution and buying, increased
24.1% to $164.7 million, or 52.6%, of net sales, for the nine months ended July
1, 2000 versus $132.7 million, or 52.4% of net sales, for the nine months ended
June 30, 1999. The increase as a percentage of net sales was primarily the
result of a lower merchandise gross margin rate offset slightly by lower store
occupancy costs as a percentage of net sales. The lower merchandise gross margin
rate was primarily due to higher sales of advertised, promotional and clearance
merchandise as compared to the prior year primarily occurring in the Company's
first fiscal quarter ended January 1, 2000. In general, cost of goods sold as a
percentage of net sales may continue to increase as a result of the Company's
merchandising and promotional activities, but management does not believe that
such potential increases represent a material continuing trend.
Selling, general and administrative expenses increased 23.8% to $107.6
million for the nine months ended July 1, 2000, from $86.9 million for the nine
months ended June 30, 1999. As a percentage of net sales, selling, general and
administrative expenses increased to 34.4% of net sales for the nine months
ended July 1, 2000 from 34.3% for the nine months ended June 30, 1999. The
increase as a percentage of net sales was primarily due to higher incentive
payouts associated with the Company's incentive program compared to the
comparable period last year.
Depreciation and amortization expenses increased 55.2% to $7.0 million for
the nine months ended July 1, 2000, from $4.5 million for the nine months ended
June 30, 1999. Depreciation and amortization expense as a percentage of net
sales was 2.2% for the nine months ended July 1, 2000 compared to 1.8% in the
comparable period in the prior year. The increase in depreciation and
amortization as a percentage of net sales was due primarily to expenses
associated with the implementation of new computer software placed into service
July 1, 1999 and new store displays. In general, depreciation and amortization
expenses as a percentage of net sales may continue to increase as a result of
additional investments in systems and infrastructure, but management does not
believe that such potential increases represent a material continuing trend.
Interest and other income from a related party decreased to $1.8 million
for the nine months ended July 1, 2000 compared to $1.9 million for the nine
months ended June 30, 1999. Management expects interest and other income from a
related party to continue to decrease because of repayment of borrowings by
Crescent Jewelers Inc. and its wholly owned subsidiary, Crescent Jewelers
(collectively, "Crescent"). This decrease will be partially offset by Crescent's
payments to the Company of fees related to the Company's guaranty of Crescent's
obligations under Crescent's credit facility. See "Liquidity and Capital
Resources." Interest expense increased to $3.3 million for the nine months ended
July 1, 2000 compared to $2.9 million for the nine months ended June 30, 1999.
The increase in interest expense was due primarily to higher interest rates and
loan amortization fees associated with the Company's new credit facility as
compared to the same period in the prior year.
Net income increased by 14.6% to $20.0 million for the nine months ended
July 1, 2000 compared to $17.5 million for the nine months ended June 30, 1999.
Basic and diluted earnings per share increased 16.8% to $1.39 for the nine
months ended July 1, 2000 from $1.19 for the nine months ended June 30, 1999.
Basic and diluted weighted average common shares outstanding decreased 1.4% to
14,439,000 for the nine months ended July 1, 2000 from 14,648,000 for the
comparable period in the prior year.
<PAGE>
Liquidity and Capital Resources
-------------------------------
During the nine months ended July 1, 2000, net cash used by the Company's
operating activities was $5.1 million compared to $25.9 million provided by
operations for the nine months ended June 30, 1999. For the nine months ended
July 1, 2000, cash was used by operations to fund increased net inventory
levels, including accounts payable, and customer accounts receivables offset
slightly by increases in net income.
Investing activities used cash of $13.8 million for the nine months ended
July 1, 2000 compared to $8.0 million during the nine months ended June 30,
1999. The increase was due primarily to a $1.5 million investment in new store
displays and the addition of 68 new stores for the nine months ended July 1,
2000 compared to 33 new stores for the comparable period in the prior year. In
December 1998, the Company made loans, maturing in 2003 and amounting to $1.1
million to certain directors, officers and employees of the Company to purchase
shares of the Class A Common Stock of the Company.
Financing activities provided $18.6 million of cash for the nine months
ended July 1, 2000 compared to $17.0 million used in financing activities for
the nine months ended June 30, 1999. This cash was mostly provided from bank
borrowings for the nine months ended July 1, 2000 versus the repayment of bank
borrowings for the nine months ended June 30, 1999.
The Company has a three year $67.5 million senior secured revolving credit
facility maturing on September 15, 2002. Borrowings under the credit facility
bear interest at either the federal funds rate plus 0.5%, the prime rate or, at
the Company's option, the eurodollar rate plus applicable margin ranging from
1.00% to 1.75%. The applicable margin is determined based on a calculation of
the combined leverage ratio of the Company and Crescent. The facility contains
certain financial covenants and is secured by certain of the Company's assets.
At July 1, 2000, $47.2 million was outstanding under the new facility, with
interest accruing on such borrowings in a range from 7.5% to 9.5%. Management
believes that the Company's credit facility will be sufficient to fund the
Company's working capital requirements through fiscal 2000.
In connection with its credit facility, the Company agreed to provide
certain credit enhancements and to guaranty the obligations of Crescent under
its $112.5 million senior secured revolving credit facility. In consideration
for this guaranty, Crescent makes quarterly payments to the Company in an amount
equal to 2% per annum of the outstanding obligations of Crescent under its
credit facility during the preceding fiscal quarter. In further consideration of
this guaranty, Crescent issued the Company a warrant to purchase 7,942,904
shares of Crescent's non-voting Class A Common Stock, or approximately 50% of
the capital stock of Crescent on a fully diluted basis, for an exercise price of
$500,000.
On October 15, 1999 and January 15, 2000, a quarterly dividend of $0.0125
per share, or $180,000, was paid to stockholders of record of the Company at the
close of business on September 30, 1999 and December 31, 1999, respectively.
Additionally, on April 17, 2000 a quarterly dividend of $0.015 per share, or
$217,000 was paid to stockholders of record as of March 31, 2000. On May 16,
2000, a quarterly dividend of $0.015 per share was declared, payable on July 15,
2000, to stockholders of record as of June 30, 2000.
ITEM 7(A). QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company's market risk is limited to fluctuations in interest rates as
it pertains to the Company's borrowings under its credit facility. The Company
pays interest on borrowings at either the federal funds rate plus 0.5%, the
prime rate or, at the Company's option, the eurodollar rate plus applicable
margin ranging from 1.00% to 1.75%. If the interest rates on the Company's
borrowings average 100 basis points more in fiscal 2000 than they did in fiscal
1999, the Company's interest expense would increase and income before income
taxes would decrease by $534,000. This amount is determined solely by
considering the impact of the hypothetical change in the interest rate on the
Company's borrowing cost without consideration for other factors such as actions
management might take to mitigate its exposure to interest rate changes. The
market risk of the Company's interest rate as of July 1, 2000 has not materially
changed since September 30, 1999.
<PAGE>
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
The Company did not file a Current Report on Form 8-K during the three
month period ended July 1, 2000.
The exhibits to this report on Form 10-Q are listed on the Exhibit
Index which immediately follows the signature page hereto.
<PAGE>
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 and 3.2 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).
27 Financial Data Schedule (for SEC use only)
<PAGE>
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 August 15, 2000.
FRIEDMAN'S INC.
By: /s/ Victor M. Suglia
---------------------------------
Victor M. Suglia
Senior Vice President and Chief
Financial Officer
