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 December 31, 1995
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 1-7258
TANDYCRAFTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-1475224
(State of incorporation) (I.R.S. Employer Identification Number)
1400 Everman Parkway, Fort Worth, Texas 76140
(Address of principal executive offices) (Zip Code)
(817) 551-9600
(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 practicable date.
Class Shares outstanding as of January 31, 1996
- ----------------------------- -----------------------------------------
Common Stock, $1,00 par value 12,114,950
TANDYCRAFTS, INC.
Form 10-Q
Quarter Ended December 31, 1995
TABLE OF CONTENTS
PART 1 - FINANCIAL INFORMATION
Item Page No.
- ---- --------
1. Condensed Consolidated Financial Statements 3-10
2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10-17
PART II - OTHER INFORMATION
4. Submission of Matters to a Vote of Security
Holders 18
6. Exhibits and Reports on Form 8-K 18
Signatures 19
PART I
Item 1. Financial Statements
--------------------
TANDYCRAFTS, INC.
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
<TABLE>
<S><C>
Three Months Ended Six Months Ended
December 31, December 31,
-------------------- ----------------------
1995 1994 1995 1994
-------- -------- --------- --------
Net sales $ 74,347 $ 75,619 $ 136,696 $141,131
-------- -------- --------- --------
Operating Costs and expenses:
Cost of goods sold 47,885 44,572 86,698 84,374
Selling, general and administrative 23,263 22,583 44,176 42,888
Restructuring charges 18,818 - 18,818 -
Depreciation and amortization 1,715 1,207 3,240 2,556
-------- -------- --------- --------
Total operating costs and expenses 91,681 68,362 152,932 129,818
-------- -------- --------- --------
Operating income (loss) (17,334) 7,257 (16,236) 11,313
Interest expense, net 1,117 950 2,202 1,776
-------- -------- --------- --------
Income (loss) before provision
for income taxes (18,451) 6,307 (18,438) 9,537
Provision (benefit) for income taxes (6,072) 2,210 (6,068) 3,386
-------- -------- --------- --------
Net income (loss) $ 12,379) $ 4,097 $ (12,370) $ 6,151
========= ======== ========= ========
Net income (loss) per share $ (1.04) $ 0.36 $ (1.04) $ 0.54
========= ======== ========= ========
Weighted average common and
common equivalent shares 11,935 11,383 11,852 11,298
========= ======== ========= ========
</TABLE>
TANDYCRAFTS, INC.
Condensed Consolidated Balance Sheets
(Dollars in thousands)
(Unaudited)
December 31, June 30,
1995 1995
---------- ---------
ASSETS
- ------
Current assets:
Cash, including short-term
investments $ 4,444 $ 1,807
Trade accounts receivable,
net of allowance for
doubtful accounts of
$1,089 and $605, respectively 37,713 31,440
Inventories 59,239 65,742
Other current assets 3,580 2,991
---------- --------
Total current assets 104,976 101,980
---------- --------
Property and equipment, at cost 50,299 48,658
Less-accumulated depreciation (23,367) (19,951)
---------- --------
Property and equipment, net 26,932 28,707
---------- ---------
Other assets 636 604
Goodwill 41,767 47,512
---------- ---------
$ 174,311 $ 178,803
========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Notes payable and current potion
of long-term debt $ 11,000 $ 2,000
Accounts payable 17,116 12,558
Accrued liabilities and other 13,041 12,555
---------- ----------
Total current liabilities 41,157 27,113
---------- ----------
Long-term debt 50,000 59,000
Deferred income taxes 2,029 2,029
Stockholders' equity:
Common stock, $1 par value,
50,000,000 shares authorized,
18,527,988 shares issued 18,528 18,528
Additional paid-in capital 18,931 17,447
Retained earnings 67,714 80,084
Cost of stock in treasury,
6,449,246 shares and 6,811,300
shares, respectively (24,048) (25,398)
---------- ----------
Total stockholders' equity 81,125 90,661
---------- ----------
$ 174,311 $ 178,803
========== ==========
TANDYCRAFTS, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Six Months Ended
December 31,
-----------------------
1995 1994
---------- ---------
Net cash flows from operating
activities $ 1,643 $ (3,383)
--------- ---------
Cash flows from investing activities:
Additions to property and equipment,
net, excluding the effect of
businesses acquired (1,840) (6,044)
Purchase of businesses, net of
cash acquired - (3,320)
--------- ---------
Net cash used for investing
activities (1,840) (9,364)
--------- ---------
Cash flows from financing activities:
Sales of treasury stock to employee
benefit programs 2,834 3,260
Borrowings under bank credit
facility, net - 13,400
--------- ---------
Net cash provided by financing
activities 2,834 16,660
--------- ---------
Increase (decrease) in cash, including
short-term investments 2,637 3,913
Balance, beginning of period 1,807 1,506
--------- ---------
Balance, end of period $ 4,444 $ 5,419
========= =========
TANDYCRAFTS, INC.
Condensed Consolidated Statement of Stockholders' Equity
(Dollars in thousands)
(Unaudited)
<TABLE>
<S><C>
Additional
Common paid-in Retained Treasury
stock capital earnings stock Total
--------- ---------- ---------- ---------- ---------
Balance, June 30, 1995 $ 18,528 $ 17,447 $ 80,084 $ (25,398) $ 90,661
Sale of 362,054 shares of treasury stock
to employee benefit programs - 1,484 - 1,350 2,834
Net income for six months ended
December 31, 1995 - - (12,370) - (12,370)
---------- ---------- ---------- ---------- --------
Balance, December 31, 1995 $ 18,528 $ 18,931 $ 67,714 $ (24,048) $ 81,125
========== ========== ========== ========== ========
</TABLE>
TANDYCRAFTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, the
accompanying condensed consolidated financial statements contain all adjustments
(consisting of normal recurring accruals and certain other operating and
restructuring charges as more fully described in Notes 4 and 5, below) necessary
for a fair statement of the Company's financial position as of December 31, 1995
and June 30, 1995, and the results of operations and cash flows for the six-
month periods ended December 31, 1995 and December 31, 1994. The results of
operations for the three and six-month periods ended December 31, 1995 and 1994
are not necessarily indicative of the results to be expected for the full fiscal
year. The consolidated financial statements should be read in conjunction with
the financial statement disclosures contained in the Company's 1995 Annual
Report to Stockholders.
NOTE 2 - INVENTORIES
The components of inventories at December 31, 1995 consisted of the following
(in thousands):
Merchandise held for sale $ 39,326
Raw materials and work-in-process 19,913
--------
$ 59,239
========
NOTE 3 - EARNINGS PER SHARE
Net income (loss) per share is based upon the weighted average number of shares
of common stock and common stock equivalents outstanding during the periods.
For the three and six-month periods ended December 31, 1995 and 1994, the number
of weighted average shares and common stock equivalents is as follows (in
thousands):
Three Months Ended Six Months Ended
December 31, December 31,
------------------- -------------------
1995 1994 1995 1994
-------- -------- -------- --------
Weighted average shares 11,935 11,375 11,852 11,289
Common stock equivalents - 8 - 9
-------- -------- -------- --------
Total weighted average common and
common equivalent shares 11,935 11,383 11,852 11,298
======== ======== ======== ========
NOTE 4 - STRATEGIC RESTRUCTURING AND CONSOLIDATION PROGRAM
Description
In the quarter ended December 31, 1995, the Company adopted a strategic
restructuring and consolidation program. The primary components of this program
include: (i) the sale of Cargo Furniture and Accents, (ii) the sale or closure
of Prestige Leather Creations, David James Manufacturing, Brand Name Apparel and
certain other individually insignificant operations, (iii) the closure of 11
retail stores including two at Sav-On Discount Office Supplies, five at Joshua's
Christian Stores and four at Tandy Leather Company, (iv) the consolidation of
certain functions within TWI ("Tandy Wholesale International") of Nocona Belt
Company and Rivertown Button Company, which is being relocated from Houston,
Minnesota to Fort Worth, Texas, (v) the consolidation, streamlining and, in some
cases, outsourcing of certain functions throughout various operating units, and
(vi) the retention of an outside consulting firm to assist senior management in
evaluating and developing the Company's retail concepts. The adoption of this
program stems from a strategy review initiated in August 1995 during which the
Company's various business units were examined, including the role and strategy
of each in generating sales and profits, as well as each business unit's market
position and growth potential. This program is designed to improve the
Company's competitive position by focusing the Company's resources in those
areas which offer the greatest potential for growth and increased value for
shareholders. Upon completion of this plan, the Company will be comprised of
three specialty retail operations; Tandy Leather Company, Joshua's Christian
Stores and Sav-On Discount Office Supplies, and two manufacturing divisions; TWI
and Frames and Framed Art. The actions contemplated by this program are
expected to be substantially completed by the end of the fiscal year. The
Company has entered into letters of intent related to the sale of certain of the
businesses targeted for sale or closure; however, all such transactions are
subject to completion.
Revenues and operating losses (before restructuring charges) from separately
identifiable businesses targeted for sale or closure are set forth below by
segment (in thousands):
Three Months Ended December 31,
---------------------------------------------
1995 1994
-------------------- ---------------------
Operating Operating
Sales Income Sales Income
--------- -------- --------- ---------
Specialty manufacturing $ 4,870 $ (725) $ 6,366 $ (543)
Specialty retail 4,852 112 5,117 245
--------- -------- --------- ---------
Total $ 9,722 $ (613) $ 11,483 $ (298)
========= ======== ========= =========
Six Months Ended December 31,
---------------------------------------------
1995 1994
-------------------- ---------------------
Operating Operating
Sales Income Sales Income
--------- -------- --------- ---------
Specialty manufacturing $ 9,934 $ (1,217) $ 14,616 $ (770)
Specialty retail 9,552 186 10,849 646
--------- -------- --------- ---------
Total $ 19,486 $ (1,031) $ 25,465 $ (124)
========= ======== ========= =========
Restructuring charges
As a result of the adoption of the strategic restructuring and consolidation
program discussed above, the Company recorded restructuring charges of $18.8
million in the quarter ended December 31, 1995. The restructuring charges
include approximately $18.0 million for asset writedowns and anticipated exit
costs associated with businesses which are expected to be sold or closed and
$0.8 million for asset writedowns and anticipated exit costs associated with the
closure of eleven retail stores. Approximately $16.1 million of the
restructuring charges relate to non-cash writedowns of assets to their estimated
realizable values, including $7.5 million related to the write off of goodwill,
$6.1 million related to the liquidation of inventories, $1.2 million related to
the writedown of fixed assets, and $1.3 million related to the writedown of
various other assets. The remaining $2.7 million of the restructuring charges
represents anticipated cash outlays. Approximately $2.0 million relates to
lease obligations and the remainder relates to other contractual obligations and
exit costs. No severance costs have been included in the restructuring charges.
The following table sets forth the restructuring charges by segment (in
thousands):
Asset Lease and
Writedowns other Exit costs Total
----------- ---------------- -------
Specialty manufacturing $15,798 $2,145 $17,943
Specialty retail 318 517 835
Corporate 40 40
------- ------ -------
Total $16,116 $2,702 $18,818
======= ====== =======
The following table sets forth the accrual activity in the restructuring
reserve, which is included in current accrued liabilities in the December 31,
1995 balance sheet (in thousands):
<TABLE>
<S><C>
Specialty Specialty
Manufacturing Retail Corporate Total
------------- --------- --------- -------
Balance at June 30, 1995 $ - $ - $ - $ -
Restructuring charges 17,943 835 40 18,818
Cash payments - - - -
Asset writedowns* (15,798) (318) - (16,116)
--------- ------ ------- -------
Balance at
December 31, 1995 $ 2,145 $ 517 $ 40 $ 2,702
========= ====== ======= ========
</TABLE>
* (Reflected as reductions of respective asset balances at December 31,
1995.)
The above provisions are estimates based on the Company's judgment at this time.
Adjustments to the restructuring provisions may be necessary in the future based
on further development of restructuring related costs. Although no additional
restructuring plans are currently under consideration, the Company continues to
evaluate possible actions which will improve the profitability and competitive
position of the Company.
NOTE 5 - CONTINGENT PAYMENT SETTLEMENT
In connection with the November 1993 acquisition of Impulse Designs, the asset
purchase agreement provided for a contingent payment to be made based upon the
attainment of certain earnings thresholds for the year ended December 31, 1994.
Impulse Designs met certain of these thresholds and, in January 1996, the
Company made a final cash payment of approximately $2.5 million to the former
owners of Impulse Designs to complete the transaction. This amount is reflected
as an increase in goodwill with a corresponding increase in accrued liabilities
in the December 31, 1995 balance sheet. The Company also incurred approximately
$457,000 of expenses related to such settlement which are reflected in the
results of operations for the quarter ended December 31, 1995.
NOTE 6 - REVOLVING CREDIT FACILITY
The Company has a $60 million revolving credit facility with a group of banks.
During July 1995, the Company established an additional $10 million revolving
credit facility that terminates on March 31, 1996. As part of the Company's
planned restructuring and consolidation program discussed earlier, the bank
group has agreed to extend the maturity date of the current revolving credit
facility to October 1, 1997 under the existing terms and to amend certain
provisions, restrictions and covenants under the revolving credit agreement as
of December 31, 1995 to allow the actions contemplated by the Company's
restructuring plan to occur without placing the Company in default. The Company
has agreed with its lending banks to reduce the commitment amount under the
revolving loan agreement from $60,000,000 to $50,000,000 by September 30, 1996.
The Company currently estimates that cash generated from the sale of assets
contemplated by the strategic restructuring program and cash flow from
operations will enable it to reduce its borrowings under the revolving credit
facility by September 30, 1996 to levels that will enable the Company to operate
within the $50,000,000 commitment amount.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
GENERAL
Tandycrafts, Inc. (the "Company") operates in two primary industry segments,
specialty retail and specialty manufacturing. The specialty retail group
consists of four distinct retail concepts: Tandy Leather Company, which sells
leathercraft and related products through 175 stores located in 45 states;
Joshua's Christian Stores, which sells inspirational books, music and gifts
through a chain of 75 stores located in eight states; Sav-On Discount Office
Supplies, which sells office supplies and related products through a chain of 38
stores located primarily in smaller markets; and Cargo Furniture and Accents,
which sells a proprietary line of solid wood furniture and decorative
accessories through a chain of 39 stores located primarily in regional shopping
malls. The specialty manufacturing segment is comprised of four divisions:
Picture Frames and Framed Art, Belts and Accessories, Outerwear and TWI.
The following table presents selected financial data for each significant
company or division comprising the Company's two primary industry segments for
the three and six-month periods ended December 31, 1995 and 1994 (in thousands):
<TABLE>
<S><C>
Three Months Ended December 31,
----------------------------------------------
1995 1994 % Increase (Decrease)
-------------------- ---------------------- --------------------
Operating Operating Operating
Sales Income Sales Income Sales Income
------- --------- --------- --------- -------- ---------
Specialty Retail:
- ----------------
Tandy Leather $ 12,317 $ 882 $ 14,005 $ 1,701 (12.1)% (48.1)%
Sav-On Discount Office Supplies 7,093 26 4,569 (548) 55.2 104.7
Joshua's Christian Stores 10,300 (189) 10,326 1,078 (0.3) (117.5)
Cargo Furniture & Accents 4,852 112 5,117 245 (5.2) (54.3)
Restructuring charges - (835) - (100.0)
--------- -------- --------- --------- ----- ------
Specialty Retail 34,562 (4) 34,017 2,476 1.6 (100.2)
--------- -------- --------- --------- ----- ------
Specialty Manufacturing:
- -----------------------
Frames and Framed Art 26,753 3,777 27,919 6,111 (4.2)% (38.2)%
Belts and Accessories 2,754 (248) 3,714 (278) (25.8) 10.8
Outerwear 3,034 (672) 4,000 (386) (24.2) (74.1)
TWI 7,244 638 5,969 796 21.4 (19.8)
Restructuring charges (17,943) - (100.0)
--------- -------- --------- --------- ----- ------
Specialty Manufacturing 39,785 (14,448) 41,602 6,243 (4.4) (331.4)
--------- -------- --------- --------- ----- ------
Total operations, excluding
corporate $ 74,347 $(14,452) $ 75,619 $ 8,719 (1.7)% (265.8)%
========= ======== ========= ========= ===== ======
Six-Months Ended December 31,
----------------------------------------------
1995 1994 % Increase (Decrease)
-------------------- ---------------------- --------------------
Operating Operating Operating
Sales Income Sales Income Sales Income
------- --------- --------- --------- -------- ---------
Specialty Retail:
- ----------------
Tandy Leather $ 22,578 $ 1,071 $ 25,314 $ 2,530 (10.8)% (57.7)%
Sav-On Discount Office Supplies 14,638 85 9,827 (710) 49.0 112.0
Joshua's Christian Stores 17,370 (916) 16,342 883 6.3 (203.7)
Cargo Furniture & Accents 9,552 186 10,849 646 (12.0) (71.2)
Restructuring charges (835) - (100.0)
---------- --------- --------- --------- ----- ------
Specialty Retail 64,138 (409) 62,332 3,349 2.9 (112.2)
---------- --------- --------- --------- ----- ------
Specialty Manufacturing:
- -----------------------
Frames and Framed Art 45,521 5,899 49,545 9,470 (8.1)% (37.7)%
Belts and Accessories 5,850 (399) 8,105 (381) (27.8) (4.7)
Outerwear 6,495 (902) 9,179 (399) (29.2) (126.1)
TWI 14,692 1,632 11,970 1,853 22.7 (11.9)
Restructuring charges (17,943) - (100.0)
---------- --------- ---------- --------- ------ ------
Specialty Manufacturing 72,558 (11,713) 78,799 10,543 (7.9) (211.1)
---------- --------- ---------- --------- ------ ------
Total operations, excluding
corporate $ 136,696 $ (12,122) $ 141,131 $ 13,892 (3.1) (187.3)
========== ========= ========== ========= ====== ======
</TABLE>
RESULTS OF OPERATIONS
Net sales
Consolidated net sales for the three and six-month periods ended December 31,
1995 decreased 1.7% and 3.1%, respectively, compared to the same periods last
year. Discussions relative to each of the Company's industry segments are set
forth below.
Specialty retail
Net sales for the specialty retail segment increased 1.6% for the quarter and
2.9% for the six-months ended December 31, 1995 compared to the same periods
last year. The specialty retail segment contributed 46.5% and 46.9% of
consolidated net sales for the three and six-month periods ended December 31,
1995, respectively, compared to 45.0% and 44.2%, respectively, for the same
periods last year.
Tandy Leather Company's net retail sales and same-store sales decreased 12.1%
for the quarter and 10.8% for the six-months ended December 31, 1995 compared to
the same periods last year. The decrease in sales reflects a reduction in the
average number of transactions per store compared to the previous year resulting
primarily from the continued decline in popularity of Southwest fashion
merchandise.
Sav-On Discount Office Supplies ("Sav-On") achieved total net sales increases of
55.2% and 49.0% for the quarter and six-month periods ended December 31, 1995,
respectively, compared to the same periods last year. The increase in total net
sales was primarily the result of store expansion. Sav-On had 38 stores open at
December 31, 1995 compared to 30 stores a year earlier. Same-store sales
increased 17.0% for the quarter and 11.4% for the six-months ended December 31,
1995 over the comparable periods last year primarily as a result of increasing
the customer base as newer stores continue to mature.
Joshua's Christian Stores ("Joshua's") net sales were flat for the quarter and
increased 6.3% for the six-months ended December 31, 1995 compared to the same
periods last year. Joshua's had 75 stores open at December 31, 1995 compared to
70 stores open at December 31, 1994. Same-store sales decreased 8.5% and 3.2%
for the three and six-month periods ended December 31, 1995, respectively.
Total net sales for Cargo Furniture & Accents ("Cargo") decreased 5.2% and 12.0%
for the three and six-months ended December 31, 1995, respectively, compared to
the same periods last year. The decrease is primarily attributable to four
fewer stores being open at December 31, 1995 than in the prior year.
Specialty manufacturing
Net sales for the specialty manufacturing segment decreased 4.4% and 7.9% for
the three and six-month periods ended December 31, 1995, respectively, compared
to the corresponding periods a year ago. The specialty manufacturing segment
contributed 53.5% and 53.1% of consolidated net sales for the three and six-
month periods ended December 31, 1995, respectively, compared to 55.0% and
55.8%, respectively, for the same periods last year.
Net sales for the Picture Frames and Framed Art division decreased 4.2% and 8.1%
for the three and six-month periods ended December 31, 1995, respectively,
compared to the same period last year. The sales decrease is primarily
attributable to the cancellation of certain large annual framed art orders for
delivery in December by a major customer. The Company's relationship with this
customer continues to be good and the Company believes the reduction in business
with this customer to be temporary in nature.
Net sales for the Belts and Accessories division decreased 25.8% and 27.8% for
the three and six-month periods ended December 31, 1995, respectively, compared
to the same periods last year. The decrease in sales reflects continuing weak
demand in the cut-up belt market and continued softness in the western apparel
market.
Net sales for the Outerwear division decreased 24.2% and 29.2% for the three and
six-month periods ended December 31, 1995, respectively, compared to the
corresponding periods last year. Sales for both the quarter and six-month
periods were adversely affected by continued soft demand experienced in the
western apparel market and by the residual impact on retail inventories of warm
weather conditions in the prior year which have adversely affected the current
year's sales of jackets and sweatshirts. Also, sales to a major customer of
this division have decreased as a result of the reorganization of that
customer's distribution channels.
Net sales for the Tandy Wholesale International ("TWI") division, increased
21.4% and 22.7% for the three and six-month periods ended December 31, 1995,
respectively, compared to the same periods last year. The increase in net sales
reflects strong sales gains from the licensed products operations primarily as a
result of the addition of new customers, penetration into new markets and the
introduction of new product lines.
Operating income
The Company experienced on operating loss before corporate expenses of
$14,452,000 and $12,122,000, representing decreases of $23,171,000, or 265.8%,
and $26,014,000, or 187.3%, for the three and six-month periods ended December
31, 1995, respectively, compared to the same periods last year. The operating
loss for the three and six-month periods is primarily due to restructuring and
other charges to operations recognized during the quarter ended December 31,
1995. A discussion of the restructuring charges and operating income for each
segment follows:
Strategic restructuring and consolidation program
In the quarter ended December 31, 1995, the Company adopted a strategic
restructuring and consolidation program. The primary components of this program
include: (i) the sale of Cargo Furniture and Accents, (ii) the sale or closure
of Prestige Leather Creations, David James Manufacturing, Brand Name Apparel and
certain other individually insignificant operations, (iii) the closure of 11
retail stores including two at Sav-On Discount Office Supplies, five at Joshua's
Christian Stores and four at Tandy Leather Company, (iv) the consolidation of
certain functions within TWI ("Tandy Wholesale International") of Nocona Belt
Company and Rivertown Button Company, which is being relocated from Houston,
Minnesota to Fort Worth, Texas, (v) the consolidation, streamlining and, in some
cases, outsourcing of certain functions throughout various operating units, and
(vi) the retention of an outside consulting firm to assist senior management in
evaluating and developing the Company's retail concepts. The adoption of this
program stems from a strategy review initiated in August 1995 during which the
Company's various business units were examined, including the role and strategy
of each in generating sales and profits, as well as each business unit's market
position and growth potential. This program is designed to improve the
Company's competitive position by focusing the Company's resources in those
areas which offer the greatest potential for growth and increased value for
shareholders. Upon completion of this plan, the Company will be comprised of
three specialty retail operations; Tandy Leather Company, Joshua's Christian
Stores and Sav-On Discount Office Supplies, and two manufacturing divisions; TWI
and Frames and Framed Art. The actions contemplated by this program are
expected to be substantially completed by the end of the fiscal year. The
Company has entered into letters of intent related to the sale of certain of the
businesses targeted for sale or closure; however, all such transactions are
subject to completion.
Revenues and operating losses from (before restructuring charges) separately
identifiable businesses targeted for sale or closure are set forth below by
segment (in thousands):
Three Months Ended December 31,
---------------------------------------------
1995 1994
-------------------- ---------------------
Operating Operating
Sales Income Sales Income
-------- -------- --------- ---------
Specialty manufacturing $ 4,870 $ (725) $ 6,366 $ (543)
Specialty retail 4,852 112 5,117 245
-------- -------- --------- ---------
Total $ 9,722 $ (613) $ 11,483 $ (298)
======== ======== ========= =========
Six Months Ended December 31,
---------------------------------------------
1995 1994
--------------------- --------------------
Operating Operating
Sales Income Sales Income
-------- --------- -------- ---------
Specialty manufacturing $ 9,934 $ (1,217) $ 14,616 $ (770)
Specialty retail 9,552 186 10,849 646
-------- --------- -------- ---------
Total $ 19,486 $(1,031) $ 25,465 $ (124)
======== ========= ======== =========
Restructuring charges
As a result of the adoption of the strategic restructuring and consolidation
program discussed above, the Company recorded restructuring charges of $18.8
million in the quarter ended December 31, 1995. The restructuring charges
include approximately $18.0 million for asset writedowns and anticipated exit
costs associated with businesses which are expected to be sold or closed and
$0.8 million for asset writedowns and anticipated exit costs associated with the
closure of eleven retail stores. Approximately $16.1 million of the
restructuring charges relate to non-cash writedowns of assets to their estimated
realizable values, including $7.5 million related to the write off of goodwill,
$6.1 million related to the liquidation of inventories, $1.2 million related to
the writedown of fixed assets, and $1.3 million related to the writedown of
various other assets. The remaining $2.7 million of the restructuring charges
represents anticipated cash outlays. Approximately $2.0 million relates to
lease obligations and the remainder relates to other contractual obligations and
exit costs. No severance costs have been included in the restructuring charges.
The following table sets forth the restructuring charges by segment (in
thousands):
Asset Lease and
Writedowns other Exit costs Total
---------- ---------------- --------
Specialty manufacturing $ 15,798 $ 2,145 $ 17,943
Specialty retail 318 517 835
Corporate - 40 40
---------- --------- --------
Total $ 16,116 $ 2,702 $ 18,818
========== ========= ========
The following table sets forth the accrual activity in the restructuring
reserve, which is included in current accrued liabilities in the December 31,
1995 balance sheet (in thousands):
<TABLE>
<S><C>
Specialty Specialty
Manufacturing Retail Corporate Total
------------- ---------- --------- ---------
Balance at June 30, 1995 $ - $ - $ - $ -
Restructuring charges 17,943 835 40 18,818
Cash payments - - - -
Asset writedowns* (15,798) (318) - (16,116)
--------- -------- ------ --------
Balance at December 31,
1995 $ 2,145 $ 517 $ 40 $ 2,702
========= ======== ====== ========
* (Reflected as reductions of respective asset balances at December 31, 1995.)
</TABLE>
The above provisions are estimates based on the Company's judgment at this time.
Adjustments to the restructuring provisions may be necessary in the future based
on further development of restructuring related costs. Although no additional
restructuring plans are currently under consideration, the Company continues to
evaluate possible actions which will improve the profitability and competitive
position of the Company.
Operating income-Specialty retail
The specialty retail segment experienced operating losses of $4,000 and $409,000
for the three and six-month periods ended December 31, 1995, respectively,
compared to operating income of $2,476,000 and $3,349,000, respectively, for the
corresponding periods last year. The specialty retail segment contributed 0.0%
and 3.4% of the consolidated operating loss before corporate expenses for the
three and six-month periods ended December 31, 1995, respectively, compared to
28.4% and 24.1% of consolidated operating income before corporate expenses for
the corresponding periods last year. The operating loss for the specialty
retail segment for the three and six-month periods ended December 31, 1995
include restructuring charges of $835,000 related to the closure of eleven
retail stores, as discussed previously. The following discussions of operating
income are before restructuring charges.
Operating income for Tandy Leather decreased $819,000, or 48.1%, for the quarter
and $1,459,000, or 57.7%, for the six-month period ended December 31, 1995
compared to the same periods last year. The decrease in operating income is
primarily a result of the decrease in sales, particularly sales of Southwest
fashion merchandise with its corresponding higher gross profit. Gross profit
decreased $728,000 and $1,310,000 for the three and six-months ended December
31, 1995 primarily as a result of decreased sales and a change in the sales mix.
Selling, general and administrative expenses increased as a percent of sales for
the three and six-months ended December 31, 1995 due to the decrease in sales.
Sav-On had operating income of $26,000 and $85,000 for the three and six-month
periods ended December 31, 1995, respectively, compared to operating losses of
$548,000 and $710,000 for the corresponding periods last year. The increase in
operating income is primarily a result of increased sales and efficiency gains
at both stores and administrative units. Gross profit, as a percent of sales,
for the three and six-months ended December 31, 1995 increased compared to the
same respective periods last year primarily as a result of more effective
inventory management. Administrative expenses have decreased as a percent of
sales reflecting a larger increase in sales relative to administrative and
support expenses.
Joshua's Christian Stores experienced operating losses of $189,000 and $916,000
for the three and six-month periods ended December 31, 1995, respectively,
compared to operating income of $1,078,000 and $883,000 for the comparable
periods last year. For the three and six-months ended December 31, 1995, gross
profit and selling, general and administrative expenses decreased as a percent
of sales from the same periods last year. The decrease in gross margin is
primarily the result of heavy sales promotions during the quarter ended
September 30, 1995 and inventory writedowns of approximately $900,000 taken
during the quarter ended December 31, 1995. The decrease in selling, general
and administrative expense as a percent of sales is due to sales increasing at a
faster rate than administrative expenses.
Operating income for Cargo Furniture & Accents decreased $133,000, or 54.3%, and
$460,000, or 71.2%, for the three and six-month periods ended December 31, 1995,
respectively, compared to the same periods last year. The decrease in operating
income is attributable to a decrease in sales on four fewer stores, decreased
gross margins, and the timing of shipped orders. The decrease in gross margin
is primarily the result of sales promotions held during the quarter ended
September 30, 1995.
Operating income-Specialty manufacturing
The specialty manufacturing segment experienced operating losses of $14,448,000
and $11,713,000 for the three and six-month periods ended December 31, 1995,
respectively, compared to operating income of $6,243,000 and $10,543,000,
respectively for the same periods last year. The specialty manufacturing
segment contributed 100% and 96.6% of the consolidated operating loss before
corporate expenses for the three and six-month periods ended December 31, 1995,
respectively, compared to 71.6% and 75.9% of consolidated operating income
before corporate expenses for the same respective periods last year. The
operating loss for the specialty manufacturing segment for the three and six-
month periods include restructuring charges of $17,943,000, as discussed
previously. The following discussions of operating income by division are
before restructuring charges.
Operating income for the Picture Frames and Framed Art division decreased
$2,334,000, or 38.2%, and $3,571,000, or 37.7%, for the three and six-month
periods ended December 31, 1995, respectively, compared to the corresponding
periods last year. The decrease in operating income is primarily attributable
to the cancellation of certain large framed art orders for delivery in December
by a key customer, as discussed previously.
The Belts and Accessories division posted operating losses of $248,000 and
$399,000 for the three and six-month periods ended December 31, 1995,
respectively, compared to operating losses of $278,000 and $381,000 for the
corresponding periods last year. The operating losses continue to reflect the
softness in demand experienced in the cut-up and western apparel markets,
resulting in lower sales and gross margins.
The Outerwear division had operating losses of $672,000 and $902,000 for the
three and six-month periods ended December 31, 1995, respectively, compared to
operating losses of $386,000 and $399,000 for the corresponding periods last
year. The decrease in operating profitability reflects the softness in demand
experienced in the western apparel market as well as the residual impact on
retail inventories of warm weather conditions in the prior year which adversely
impacted the current year sales of sweatshirts and jackets. Operating income
was also adversely impacted by the decrease in sales to a major customer of this
division as a result of the reorganization of that customer's distribution
channels.
The TWI division's operating income decreased $158,000, or 19.8%, and $221,000,
or 11.9%, for the three and six-month periods ended December 31, 1995,
respectively, compared to the corresponding periods last year. The decrease in
operating income reflects the continued decline of Southwest fashion merchandise
sales from Tandy Leather Manufacturing and $170,000 of expenses associated with
the relocation of Rivertown Button from Houston, Minnesota to Fort Worth, Texas.
These factors were partially offset by increased sales and profitability in the
licensed products group.
Selling, general and administrative expenses
Consolidated selling, general and administrative (SG&A) expenses were 31.3% and
32.3%, as a percent of sales, for the three and six-month periods ended December
31, 1995, respectively, compared to 29.9% and 30.4% for the corresponding
periods last year. In total dollars, SG&A expenses increased $680,000, or 3.0%,
and $1,288,000, or 3.0%, for the three and six-month periods ended December 31,
1995, respectively, compared to the corresponding periods last year. The
increase in SG&A dollars compared to last year was primarily due to the impact
of new store openings and increased expenses related to the sales growth in the
licensed products group, as well as increases in corporate expenses related to
legal settlements and other accruals.
Interest expense, net
Interest expense increased $167,000, or 17.6%, and $426,000, or 24.0%, for the
three and six-month periods ended December 31, 1995, respectively, compared to
the corresponding periods of the prior year. The increase in interest expense
was due to an increase in average borrowings during the current year periods and
to higher average interest rates.
Depreciation and amortization
Consolidated depreciation and amortization increased $508,000, or 42.1%, and
$684,000, or 26.8%, for the three and six-month periods ended December 31, 1995,
respectively, compared to the corresponding periods last year. The increase is
due primarily to depreciation related to property and equipment of businesses
acquired as well as amortization of goodwill related to acquisitions.
Provision for income taxes
The Company's tax benefit for the six-months ended December 31, 1995 was $6,068
compared to $3,386 of tax expense for the same period last year. The tax
benefit for the six-months ended December 31, 1995 reflects current year losses
which can be carried back to recover taxes paid in prior periods. The effective
income tax rate in each six-month period was 33% and 35.5%, respectively. The
effective income tax rate decreased 2.5% as a result of the acceleration of
permanent tax differences attributable to certain sales or closures included in
the restructuring charges discussed previously.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity have come from cash flows from
operations, sales of treasury stock to employee benefit programs, and borrowings
under the Company's revolving credit facility. Primarily, these funds have been
used to finance acquisitions, purchase property and equipment, retire the ESOP
loan and finance the growth in inventories and receivables.
During the six-months ended December 31, 1995, cash increased $2,637,000. Cash
provided by operating activities of $1,643,000 primarily resulted from a
decrease in receivables. Cash used for investing activities of $1,840,000
resulted from capital expenditures for property and equipment. Cash of
approximately $2,834,000 was provided by financing activities.
The Company has a $60 million revolving credit facility with a group of banks.
During July 1995, the Company established an additional $10 million revolving
credit facility that terminates on March 31, 1996. As part of the Company's
planned restructuring and consolidation program discussed earlier, the bank
group has agreed to extend the maturity date of the current revolving credit
facility to October 1, 1997 under the existing terms and to amend certain
provisions, restrictions and covenants under the revolving credit agreement as
of December 31, 1995 to allow the actions contemplated by the Company's
restructuring plan to occur without placing the Company in default. The Company
has agreed with its lending banks to reduce the commitment amount under the
revolving loan agreement from $60,000,000 to $50,000,000 by September 30, 1996.
The Company currently estimates that cash generated from the sale of assets
contemplated by the strategic restructuring program and cash flow from
operations will enable it to reduce its borrowings under the revolving credit
facility by September 30, 1996 to levels that will enable the Company to operate
within the $50,000,000 commitment amount.
In connection with the November 1993 acquisition of Impulse Designs, the asset
purchase agreement provided for a contingent payment to be made based upon the
attainment of certain earnings thresholds for the year ended December 31, 1994.
Impulse Designs met certain of these thresholds and, in January 1996, the
Company made a final cash payment of approximately $2.5 million to the former
owners of Impulse Designs to complete the transaction. This amount is reflected
as an increase in goodwill with a corresponding increase in accrued liabilities
in the December 31, 1995 balance sheet. The Company also incurred approximately
$457,000 of expenses related to such settlement which are reflected in the
results of operations for the quarter ended December 31, 1995.
Cash of approximately $1,840,000 was used for capital expenditures during the
six-months ended December 31, 1995. Planned capital expenditures for the
remainder of fiscal 1996 approximate $2,000,000 and are primarily targeted for
investments in the Frames and Framed Art division. No additional new store
openings are anticipated for the remainder of the fiscal year. Management
believes that the Company's current cash position, its cash flows from
operations and expected proceeds from the sale of assets contemplated by the
strategic restructuring program will be sufficient to fund its planned
operations, capital expenditures and required debt reduction for the remainder
of fiscal 1996.
TANDYCRAFTS, INC.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to Vote of Security Holders
- ------ -------------------------------------------------
The following proposals were approved at the Company's annual meeting held
on November 8, 1995:
Affirmative Votes Against
Votes or Withheld
----------- -------------
1. Election of management's slate of
nominees to serve as Directors:
B. Franklin Bigger 7,327,082 1,122,399
R. Earl Cox III 7,237,981 1,211,500
Jerry L. Roy 7,713,763 735,718
Joe K. Pace 7,220,631 1,228,850
Carol Smith 7,669,493 779,988
Robert Schutts 7,689,058 751,423
Michael J. Walsh 7,675,317 774,164
Item 6. Exhibits and Reports on Form 8-K
- ------ --------------------------------
(a) Exhibits:
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K:
The Company filed a Current Report on Form 8-K, dated
October 30, 1995, announcing the unaudited results of
operations for the three-month period ended September 30,
1995.
The Company filed a Current Report on Form 8-K, dated
December 21, 1995, announcing a restructuring charges to
be taken in the quarter ending December 31, 1995
associated with the implementation of a strategic
restructuring and consolidation program. The Company
also announced that Sheldon I. Stein had been named to
the Company's Board of Directors.
TANDYCRAFTS, INC.
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.
TANDYCRAFTS, INC.
(Registrant)
Date: February 14, 1996 By:/s/Jerry L. Roy
-----------------------
Jerry L. Roy
President, Chief Executive Officer
and Director
Date: February 14, 1996 By:/s/Michael J. Walsh
-----------------------
Michael J. Walsh
Executive Vice President and Chief
Financial Officer, Secretary,
General Counsel and Director
(Principal Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Tandycrafts,
Inc.'s December 31, 1995 Form 10-Q and is qualified in its entirety by reference
to such Form 10-Q filing.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> DEC-31-1995
<CASH> 4,444
<SECURITIES> 0
<RECEIVABLES> 38,802
<ALLOWANCES> 1,089
<INVENTORY> 59,239
<CURRENT-ASSETS> 104,976
<PP&E> 50,299
<DEPRECIATION> 23,367
<TOTAL-ASSETS> 174,311
<CURRENT-LIABILITIES> 41,157
<BONDS> 0
0
0
<COMMON> 18,528
<OTHER-SE> 62,597
<TOTAL-LIABILITY-AND-EQUITY> 174,311
<SALES> 136,696
<TOTAL-REVENUES> 136,696
<CGS> 86,698
<TOTAL-COSTS> 86,698
<OTHER-EXPENSES> 66,234
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,202
<INCOME-PRETAX> (18,438)
<INCOME-TAX> (6,068)
<INCOME-CONTINUING> (12,370)
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<NET-INCOME> (12,370)
<EPS-PRIMARY> (1.04)
<EPS-DILUTED> (1.04)
</TABLE>
