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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
CPI CORP.
---------
For the Quarter Ended July 20, 2002
-------------
Commission File Number 1-10204
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DELAWARE 43-1256674
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1706 Washington Avenue, St. Louis, Missouri 63103-1790
--------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(314) 231-1575
--------------
(Registrant's Telephone Number)
Indicate by check mark whether the registrant has (1) 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:
As of August 16, 2002 there were 8,044,203 shares of the
Registrant's common stock outstanding.
TABLE OF CONTENTS
- -----------------
(PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)
PART 1. FINANCIAL INFORMATION PAGE(S)
- ------------------------------- -------
Item 1. Financial Statements
- Interim Condensed Consolidated Balance
Sheets as of July 20, 2002 and
February 2, 2002 3-4
- Interim Condensed Consolidated Statement of
Earnings - For the 12 and 24 Weeks Ended
July 20, 2002 and July 21, 2001 5-6
- Interim Condensed Consolidated Statement
of Changes in Stockholders' Equity - For
the 52 Weeks Ended February 2, 2002 and
for the 24 Weeks Ended July 20, 2002 7
- Interim Condensed Consolidated Statement
of Cash Flows - For the 24 Weeks Ended
July 20, 2002 and July 21, 2001 8-9
- Notes to the Interim Condensed Consolidated
Financial Statements 10-15
Item 2. Management's Discussions and Analysis of
Results of Operations, Financial Condition
and Cash Flow 16-26
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 27
PART II. OTHER INFORMATION
- ---------------------------
Item 4. Submission of Matters to a Vote to Security
Holders 28
Item 6. Exhibits and Reports on Form 8-K 29
Signature 30
Index to Exhibits 31
2
PART 1
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CPI CORP. INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS - ASSETS
(in thousands of dollars)
July 20, February 2,
2002 2002
(UNAUDITED)
----------- -----------
Current assets:
Cash and cash equivalents $ 31,572 $ 46,555
Receivables, less allowance of
$671 and $429, respectively 12,523 8,417
Inventories 8,882 9,510
Prepaid expenses and other current
assets 5,068 4,257
Refundable income taxes 9,667 9,123
---------- -----------
Total current assets 67,712 77,862
---------- -----------
Net property and equipment 58,263 63,708
Assets of business transferred under
contractual arrangements:
Preferred security 9,959 10,069
Loan receivable 3,117 1,518
Assets of supplemental retirement
plan:
Cash surrender value of life
insurance policies 10,304 9,455
Long-term investments held in Rabbi
Trust 3,557 4,951
Other assets, net of amortization of
$1,359 5,612 5,239
---------- -----------
Total assets $ 158,524 $ 172,802
========== ===========
See accompanying notes to consolidated financial statements.
3
CPI CORP. INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS -
LIABILITIES AND STOCKHOLDERS' EQUITY
(in thousands of dollars except share and per share amounts)
July 20, February 2,
2002 2002
(UNAUDITED)
----------- -----------
Current liabilities:
Current maturities of long-term debt $ 8,580 $ 8,580
Accounts payable 11,774 9,741
Accrued employment costs 10,448 13,538
Deferred revenue 9,664 9,529
Sales taxes payable 1,358 2,816
Accrued advertising expense 1,612 1,384
Accrued expenses and other liabilities 4,615 4,134
----------- -----------
Total current liabilities 48,051 49,722
----------- -----------
Long-term debt 34,084 42,639
Other liabilities 8,139 10,686
Deferred revenue 3,241 3,677
Stockholders' equity:
Preferred stock, no par value,
1,000,000 shares authorized; no
shares outstanding - -
Preferred stock, Series A, no par
value, 200,000 shares authorized;
no shares outstanding - -
Common stock, $0.40 par value,
50,000,000 shares authorized;
18,282,506 and 18,201,743 shares
issued at July 20, 2002 and
February 2, 2002, respectively 7,313 7,281
Additional paid-in capital 51,137 49,845
Retained earnings 239,303 242,015
Accumulated other comprehensive
income (5,075) (5,387)
----------- -----------
292,678 293,754
Treasury stock at cost, 10,238,303
shares at both July 20, 2002 and
February 2, 2002 (227,642) (227,642)
Unamortized deferred compensation-
restricted stock (27) (34)
----------- -----------
Total stockholders' equity 65,009 66,078
----------- -----------
Total liabilities and stockholders'
equity $ 158,524 $ 172,802
=========== ===========
See accompanying notes to consolidated financial statements.
4
CPI CORP. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED) Twelve weeks ended July 20, 2002 and July 21, 2001
(in thousands of dollars except share and per share amounts)
Twelve Weeks Ended
--------------------------
July 20, July 21,
2002 2001
---------- ----------
Net sales $ 56,660 $ 59,071
Costs and expenses:
Cost of sales (exclusive of
depreciation and amortization
expense shown below) 8,456 8,447
Selling, general and
administrative expenses 44,103 46,067
Depreciation and amortization 4,844 5,551
---------- ----------
57,403 60,065
---------- ----------
Loss from operations (743) (994)
Interest expense 857 1,007
Interest income 694 264
Other income (expense), net 24 14
---------- ----------
Loss before income tax expense (882) (1,723)
Income tax benefit (344) (603)
---------- ----------
Net loss $ (538) $ (1,120)
========== ==========
Net loss per share - diluted $ (0.07) $ (0.14)
========== ==========
Net loss per share - basic $ (0.07) $ (0.14)
========== ==========
Dividends per share $ 0.14 $ 0.14
========== ==========
Weighted average number of common
and common equivalent shares
outstanding - diluted 8,037,591 7,790,534
========== ==========
Weighted average number of common
and common equivalent shares
outstanding - basic 8,037,591 7,790,534
========== ==========
See accompanying notes to consolidated financial statements.
5
CPI CORP. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
Twenty-four weeks ended July 20, 2002 and July 21, 2001
(in thousands of dollars except share and per share amounts)
Twenty-four Weeks Ended
--------------------------
July 20, July 21,
2002 2001
---------- ----------
Net sales $ 118,556 $ 124,098
Costs and expenses:
Cost of sales (exclusive of
depreciation and amortization
expense shown below) 16,996 16,637
Selling, general and
administrative expenses 91,573 95,004
Depreciation and amortization 10,132 11,054
---------- ----------
118,701 122,695
---------- ----------
Income (loss) from operations (145) 1,403
Interest expense 1,770 2,076
Interest income 1,107 693
Other income (expense), net 42 (1,680)
---------- ----------
Loss before income tax expense (766) (1,660)
Income tax benefit (299) (581)
---------- ----------
Net loss $ (467) $ (1,079)
========== ==========
Net loss per share - diluted $ (0.06) $ (0.14)
========== ==========
Net loss per share - basic $ (0.06) $ (0.14)
========== ==========
Dividends per share $ 0.28 $ 0.28
========== ==========
Weighted average number of common
and common equivalent shares
outstanding - diluted 8,035,321 7,740,278
========== ==========
Weighted average number of common
and common equivalent shares
outstanding - basic 8,035,321 7,740,278
========== ==========
See accompanying notes to consolidated financial statements.
6
CPI CORP. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
(Continued) (in thousands of dollars except share and per share amounts)
Twenty-four weeks ended July 20, 2002
Accum Deferred
Add'l other Treasury comp'n
Common paid-in Retained comp'h stock restr'td
stock capital earnings income at cost stock Total
------ ------- --------- -------- ---------- -------- ----------
Balance at Feb. 2, 2002 $7,281 $49,845 $242,015 $(5,387) $(227,642) $ (34) $ 66,078
------ ------- --------- -------- ---------- -------- ----------
Issuance of common stock
in conjunction with
employee benefit plans
and option exercises
(80,763 shares) 32 1,292 - - - - 1,324
Comprehensive income
Net loss - - (467) - - -
Foreign currency
translation - - - 312 - -
Comprehensive income - - - - - - (155)
Dividends ($0.28 per
common share) - - (2,245) - - - (2,245)
Amortization of deferred
compensation -
restricted stock - - - - - 7 7
------ ------- --------- -------- ---------- -------- ----------
Balance at
July 20, 2002 $7,313 $51,137 $239,303 $(5,075) $(227,642) $ (27) $ 65,009
====== ======= ========= ======== ========== ======== ==========
See accompanying notes to consolidated financial statements.
7
CPI CORP. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS (UNAUDITED) (in thousands of dollars)
Twenty-four weeks ended July 20, 2002 and July 21, 2001
RECONCILIATION OF NET EARNINGS TO CASH FLOWS PROVIDED BY
(USED IN) OPERATING ACTIVITIES
24 Weeks Ended
--------------------
July 20, July 21,
2002 2001
--------- ---------
Net loss $ (467) $ (1,079)
Adjustments for items not requiring cash:
Depreciation and amortization 10,132 11,054
Deferred income taxes (588) (425)
Deferred revenue (257) (1,353)
Post closing adjustment on preferred
security 147 -
Accrued interest on preferred security (390) -
Other (2,845) 1,559
(Increase) decrease in current assets:
Receivables and inventories (3,479) 1,647
Refundable income taxes (544) (11,707)
Prepaid expenses and other current assets (791) 3,544
Decrease in current liabilities:
Accounts payable, accrued expenses and
other liabilities (1,806) (471)
Income taxes - (1,067)
-------- --------
Cash flows (used in) provided by operating
activities $ (888) $ 1,702
======== ========
See accompanying notes to consolidated financial statements.
8
CPI CORP. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS (UNAUDITED) (in thousands of dollars)
Twenty-four weeks ended July 20, 2002 and July 21, 2001
24 Weeks Ended
--------------------
July 20, July 21,
2002 2001
--------- ---------
Cash flows (used in) provided by
operating activities $ (888) $ 1,702
--------- ---------
Cash flows (used in) provided by
financing activities:
Repayment of long-term debt (8,580) (8,580)
Issuance of common stock in
conjunction with employee benefit
plans and option exercises 1,324 4,580
Cash dividends (2,245) (2,149)
Issuance of treasury stock - 62
Purchase of treasury stock - (4)
--------- ---------
Cash flows used in financing activities (9,501) (6,091)
--------- ---------
Cash flows (used in) provided by
investing activities:
Additions to property and equipment (4,527) (9,756)
Change in loan receivable (1,599) (3,615)
Purchase of investment securities in
Rabbi Trust (698) (994)
Proceeds from sale of investment
securities in Rabbi Trust 2,092 2,609
--------- ---------
Cash flows used in investing
activities (4,732) (11,756)
--------- ---------
Effect of exchange rate changes on
cash and cash equivalents 138 (140)
--------- ---------
Net decrease in cash and cash
equivalents (14,983) (16,285)
Cash and cash equivalents at
beginning of period 46,555 38,820
--------- ---------
Cash and cash equivalents at end of
period $ 31,572 $ 22,535
========= =========
Supplemental cash flow information:
Interest paid $ 1,920 $ 2,277
========= =========
Income taxes paid $ 358 $ 6,436
========= =========
See accompanying notes to consolidated financial statements.
9
CPI CORP. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (UNAUDITED)
Note 1
- ------
In the opinion of management, the accompanying unaudited
condensed consolidated financial statements contain all
adjustments necessary for a fair presentation of CPI Corp.'s
(the "Company's") financial position as of July 20, 2002 and
February 2, 2002 and the results of its operations for the 12
weeks and 24 weeks ended July 20, 2002 and July 21, 2002 and
changes in its cash flows for the 24 weeks ended July 20, 2002
and July 21, 2001. Certain prior year amounts have been
reclassified to conform to the second quarter 2002 presentation.
These financial statements should be read in conjunction with
the consolidated financial statements and the notes included in
the Company's annual report on Form 10-K for its fiscal year
ended February 2, 2002.
Note 2
- ------
The Company has operations in two business segments:
Portrait Studios and Technology Development. The Portrait
Studios segment functions as the exclusive operator of Sears
Portrait Studios with 1,025 locations in the United States,
Canada and Puerto Rico as of July 20, 2002. The Technology
Development segment operates an internet-based, mail order
photofinishing business under the name searsphoto.com and
offers software programs primarily for the retail service
industry use, software consulting and custom software
development under the name Centrics Technology, Inc.
SELECTED INDUSTRY SEGMENT INFORMATION (in thousands of dollars)
Twelve Weeks Ended
-----------------------------
July 20, 2002 July 21, 2001
------------- -------------
NET SALES:
Portrait Studios $ 56,176 $ 59,009
Technology Development 1,296 1,431
Intersegment sales (812) (1,369)
----------- -----------
$ 56,660 $ 59,071
=========== ===========
INCOME (LOSS) FROM OPERATIONS:
Portrait Studios $ 2,516 $ 1,743
Technology Development (31) 75
Corporate expense (3,228) (2,812)
----------- -----------
$ (743) $ (994)
=========== ===========
10
SELECTED INDUSTRY SEGMENT INFORMATION (in thousands of dollars)
Twenty-four Weeks Ended
-----------------------------
July 20, 2002 July 21, 2001
--------------- -------------
NET SALES:
Portrait Studios $ 117,805 $ 124,022
Technology Development 2,172 1,445
Intersegment sales (1,421) (1,369)
----------- -----------
$ 118,556 $ 124,098
=========== ===========
INCOME (LOSS) FROM OPERATIONS:
Portrait Studios $ 7,082 $ 7,851
Technology Development (445) (691)
Corporate expense (6,782) (5,757)
----------- -----------
$ (145) $ 1,403
=========== ===========
SEGMENT ASSETS:
Portrait Studios $ 72,448 $ 80,898
Technology Development 1,905 901
Corporate cash and cash
equivalents 31,572 22,535
Corporate other 52,599 57,500
----------- -----------
$ 158,524 $ 161,834
=========== ===========
11
GEOGRAPHIC FINANCIAL INFORMATION
- --------------------------------
Twelve Weeks Ended
--------------------------------
July 20, 2002 July 21, 2001
-------------- --------------
NET SALES:
United States $ 52,821 $ 55,011
Canada 3,839 4,060
-------------- --------------
$ 56,660 $ 59,071
============== ==============
Twenty-four Weeks Ended
--------------------------------
July 20, 2002 July 21, 2001
-------------- --------------
NET SALES:
United States $ 110,887 $ 116,108
Canada 7,669 7,990
-------------- --------------
$ 118,556 $ 124,098
============== ==============
LONG-LIVED ASSETS:
United States $ 85,841 $ 96,058
Canada 4,971 5,334
-------------- --------------
$ 90,812 $ 101,392
============== ==============
Note 3
- ------
On February 3, 2002, the Company adopted Statement of
Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" (SFAS 142). Under SFAS 142, goodwill
amortization ceases upon adoption of the new standard. The new
rules also require an initial goodwill impairment assessment in
the year of adoption and an annual impairment test thereafter.
In addition, interim testing of goodwill is now required if an
event or circumstance indicates that an impairment loss has been
incurred. During the first quarter ended April 27, 2002, the
Company performed the first of the required impairment tests of
goodwill. No impairment loss resulted from the initial goodwill
impairment test. As of February 2, 2002 and July 20, 2002,
the carrying value of goodwill was $513,000 and related to
acquisitions by the Portrait Studio division prior to June 30,
2001. The pro forma effects of the adoption of SFAS 142 on the
results of operations for periods prior to fiscal year 2002 are
as follows:
12
Twelve Weeks Ended Twenty-Four Weeks Ended
-----------------------------------------------------
(in thousands of dollars, except per share data)
July 20, July 21, July 20, July 21,
2002 2001 2002 2001
-------- --------- --------- ----------
Reported net loss $ (538) $ (1,120) $ (467) $ (1,079)
Add: Goodwill amortization,
net of tax - 16 - 32
-------- --------- --------- ----------
Adjusted net loss $ (538) $ (1,104) $ (467) $ (1,047)
======== ========= ========= ==========
Diluted loss per share:
Reported net loss $ (0.07) $ (0.14) $ (0.06) $ (0.14)
Goodwill amortization,
net of tax - - - -
-------- --------- --------- ----------
Adjusted net loss per share $ (0.07) $ (0.14) $ (0.06) $ (0.14)
======== ========= ========= ==========
Basic loss per share:
Reported net loss $ (0.07) $ (0.14) $ (0.06) $ (0.14)
Goodwill amortization,
net of tax - - - -
-------- --------- --------- ----------
Adjusted net loss per share $ (0.07) $ (0.14) $ (0.06) $ (0.14)
======== ========= ========= ==========
13
Note 4
- ------
In July 2001, the Company announced it had provided TRU
Retail, Inc., the predecessor legal entity of Prints Plus, Inc.
("Prints Plus") with a $6.4 million revolving line of credit.
The Company further announced the completion of the sale of
its Wall Decor segment for $16.0 million. The sales price
reflected the receipt of $11.0 million in a Preferred Security
of Prints Plus, approximately $4.0 million in cash, other
consideration netting to $1.0 million and the assumption of
certain liabilities including the ongoing guarantee of certain
operating real estate leases. The sales price was subject to
final post-closing adjustments.
Subsequently, in January 2002 and May 2002, the balance of
the Preferred Security decreased due to the optional redemption
of $1.0 million and $353,000, respectively, of the security by
Prints Plus, and, in the first quarter of 2002, by a final
post-closing adjustment of $147,000 to the security reflecting
a decrease in the final sales price. These events, when offset
by the accrued interest income of $459,000 that is also
reflected in the value of the Preferred Security, resulted in
a balance on July 20, 2002 of $10.0 million. For the twelve and
twenty-four weeks of the second quarter of 2002, interest
income earned on the Preferred Security was $189,000 and
$396,000, respectively.
Borrowings under the revolving line of credit extended to
Prints Plus were $3.1 million as of July 20, 2002. For the
twelve and twenty-four weeks of the second quarter, interest
income earned on this revolving line of credit by the Company
was $41,000 and $66,000, respectively.
Due to the Company's continuing financial interest in
Prints Plus, the Company is required to follow a modified
equity method of accounting, which requires cumulative losses,
if any, incurred by Prints Plus during its fiscal year be
reflected in the Company's financials as a valuation allowance
and corresponding charge to income. Due to Prints Plus'
unaudited net earnings from July 22, 2001 to July 20, 2002 of
$1.0 million and, as Prints Plus is meeting the performance
standards established under the covenants of the Preferred
Security and revolving line of credit, no valuation allowance
has been recorded as of July 20, 2002.
Further, if Prints Plus defaults on certain operating real
estate leases, the Company has guaranteed monthly lease payments
over the remaining life of these leases. As of July 20, 2002,
the maximum future obligation to the Company would be $18.2
million before any negotiation with landlords or subleasing.
Based on scheduled lease payments, the maximum future
obligations will decrease $2.7 million by the end of fiscal
14
2002, then annually by approximately $5.3 million to $4.9
million during the next two years. To recognize the risk
associated with these leases and based on the Company's past
experience with negotiating lease obligations, a $1.0 million
reserve was established in 2001. At July 20, 2002, the Company
had made no further allowances for defaults under these
operating leases as, in the opinion of management, Prints Plus
is meeting the performance standards established under the
operating leases.
Note 5
- ------
As discussed in the Company's Annual Report on Form 10-K,
the Company has a $60.0 million Senior Note Agreement and $30.0
million Revolving Facility. In April 2002, the Company amended
its Revolving Facility to adjust the minimum consolidated
earnings before income taxes, depreciation and amortization
("EBITDA") covenant. As of July 20, 2002, the Company was in
compliance with all covenants under both the amended Revolving
Facility and the Senior Note Agreement, and expects to be in
compliance with the covenants under the Senior Note Agreement
for the remainder of this year.
However, given the sales shortfall incurred in the first
two quarters compared to the prior year periods, plus the
further deterioration in customer sittings during the first
three weeks of the third quarter, the Company does not expect
to achieve the EBITDA and the minimum consolidated fixed charge
coverage ratio covenants related solely to its Revolving
Facility for the third and possibly the fourth quarters of this
fiscal year. Other than supporting outstanding letters of credit
in the principal amount of $6.7 million as of July 20, 2002, the
Company has no outstanding borrowings under the Revolving
Facility, nor does it currently expect the need to draw on the
facility prior to its expiration in June 2003. The Company
anticipates that it will reach an agreement before the end of
the third quarter with the lending institutions offering the
Revolving Facility whereby either the above mentioned covenants
will be amended and/or the amount of the facility will be
reduced or eliminated.
15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
THE STATEMENTS CONTAINED IN THIS REPORT, AND IN PARTICULAR
IN THE "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS" SECTION THAT ARE NOT
HISTORICAL FACTS ARE FORWARD-LOOKING STATEMENTS WITHIN THE
MEANING OF THE PRIVATE SECURITIES LITIGATION ACT OF 1995, AND
INVOLVE RISKS AND UNCERTAINTIES. MANAGEMENT WISHES TO CAUTION
THE READER THAT THESE FORWARD-LOOKING STATEMENTS, SUCH AS THE
COMPANY'S OUTLOOK FOR PORTRAIT STUDIOS AND OTHER STRATEGIC
INITIATIVES, FUTURE CASH REQUIREMENTS, COMPLIANCE WITH DEBT
COVENANTS, VALUATION ALLOWANCES, AND CAPITAL EXPENDITURES, ARE
ONLY PREDICTIONS OR EXPECTATIONS; ACTUAL EVENTS OR RESULTS MAY
DIFFER MATERIALLY AS A RESULT OF RISKS FACING THE COMPANY. SUCH
RISKS INCLUDE, BUT ARE NOT LIMITED TO: CUSTOMER DEMAND FOR THE
COMPANY'S PRODUCTS AND SERVICES, THE OVERALL LEVEL OF ECONOMIC
ACTIVITY IN THE COMPANY'S MAJOR MARKETS, COMPETITORS' ACTIONS,
MANUFACTURING INTERRUPTIONS, DEPENDENCE ON CERTAIN SUPPLIERS,
CHANGES IN THE COMPANY'S RELATIONSHIP WITH SEARS AND THE
CONDITION AND STRATEGIC PLANNING OF SEARS, FLUCTUATIONS IN
OPERATING RESULTS, THE CONDITION OF PRINTS PLUS, INC., THE
ATTRACTION AND RETENTION OF QUALIFIED PERSONNEL AND OTHER RISKS
AS MAY BE DESCRIBED IN THE COMPANY'S FILINGS WITH THE SECURITIES
AND EXCHANGE COMMISSION, INCLUDING ITS FORM 10-K FOR THE YEAR
ENDED FEBRUARY 2, 2002.
The Company's fiscal year ends the first Saturday of
February. Accordingly, fiscal year 2001 ended February 2, 2002
and consisted of 52 weeks. Both the second fiscal quarters of
2002 and 2001, which consisted of twelve weeks, and the first
fiscal halves of 2002 and 2001, which consisted of twenty-four
weeks, ended July 20, 2002 and July 21, 2001, respectively.
Throughout "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION," reference to 2001 will
mean the fiscal year ended February 2, 2002 and reference to
second quarter 2002 and second quarter 2001 or first half 2002
and first half 2001 will mean the first fiscal quarter or first
fiscal half of 2002 and 2001, respectively.
The Company has operations in two business segments:
Portrait Studios and Technology Development. The Portrait
Studios segment functions as the exclusive operator of Sears
Portrait Studios with 1,025 locations in the United States,
Canada and Puerto Rico as of July 20, 2002. The Technology
Development segment operates an internet-based, mail order
photofinishing business under the name searsphoto.com and
offers software programs primarily for the retail service
industry use, software consulting and custom software
development under the name Centrics Technology, Inc.
16
RESULTS OF OPERATIONS
- ---------------------
TWELVE WEEKS ENDED JULY 20, 2002 COMPARED TO TWELVE WEEKS ENDED
JULY 21, 2001
Net Sales and Income (Loss) From Operations
- -------------------------------------------
The following table sets forth certain operating
information for each period and should be viewed in conjunction
with the consolidated financial statements and notes included
in Item 1 of this Form 10-Q.
Twelve Weeks Ended
------------------ Change
July 20, July 21, Increase
2002 2001 (Decrease)
--------- --------- ----------
(in thousands of dollars
except sittings and average
sale per customer)
Net sales:
Portrait Studios $ 56,176 $ 59,009 (4.8)%
Technology Development 1,296 1,431 (9.4)%
Intersegment sales (812) (1,369) (40.7)%
--------- ---------
$ 56,660 $ 59,071 (4.1)%
========= =========
Operating earnings (losses):
Portrait Studios $ 2,516 $ 1,743 44.3 %
Technology Development (31) 75 (141.3)%
--------- ---------
Total operating earnings 2,485 1,818 36.7 %
--------- ---------
General corporate expenses 3,228 2,812 14.8 %
--------- ---------
Loss from operations $ (743) $ (994) (25.3)%
========= =========
Sittings:
Custom 559,000 523,771 6.7 %
Package 351,311 470,419 (25.3)%
------- -------
910,311 994,190 (8.4)%
======= =======
Average sales per customer
sitting:
Custom $ 71.59 $ 70.17 2.0 %
Package $ 45.93 $ 47.38 (3.1)%
Overall $ 61.69 $ 59.39 3.9 %
17
Net sales for the Portrait Studios segment decreased in
second quarter of 2002 from second quarter of 2001, as a
decrease in sittings was only partially offset by an increase
in average sales per customer sitting. The decrease in sittings
is largely attributable to a decreased response to certain media
targeted toward acquisition of new mothers. The increase in
average sales per customer sitting is primarily the result of a
larger percentage of customers choosing the higher-value custom
offer versus the package offers.
Operating earnings for the Portrait Studios increased
second quarter of 2002 from the same timeframe in 2001 due to
lower operating expenses offsetting the lower sales results.
The lower operating expenses are due to lower advertising
expense, resulting principally from planned reductions in direct
mail advertising, reduced commissions attributable to lower
sales, and other various reductions resulting from the Company's
continuing focus on expense reductions, including reduced travel
and meeting costs.
Net sales for the Technology Development segment reflected
a decrease in the second quarter of 2002 from the second quarter
of 2001 due to a decrease in intersegment sales offsetting an
increase in net sales to nonaffiliated companies. After
elimination of intersegment sales, the negative swing in
operating results quarter to quarter is attributable to the
overall decrease in the Technology Development's net sales
level.
General corporate expenses increased between quarters
due to increases in supplemental retirement benefit plan costs
in the second quarter of 2002 compared to 2001 and to the
incurrence in 2002 of $218,000 in professional service fees
associated with the final phase of the Company's strategic
planning initiative and use of other outside consultants.
Other Items Effecting Results of Operations
- -------------------------------------------
The following table sets forth certain operating
information for each period and should be viewed in conjunction
with the consolidated financial statements and notes included in
Item 1 of this Form 10-Q.
18
Twelve Weeks Ended
------------------ Change
July 20, July 21, Increase
2002 2001 (Decrease)
--------- --------- ----------
(in thousands of dollars)
Interest expense:
Debt $ 823 $ 969 (15.0)%
Other 34 38 (9.4)%
-------- ---------
Total interest expense $ 857 $ 1,007 (14.8)%
======== =========
Interest income:
Investments $ 167 $ 264 (36.6)%
Interest on tax refund 297 -- --
Income from Preferred
Security (1) 189 -- --
Revolver (1) 41 -- --
-------- ---------
Total interest income $ 694 $ 264 162.8 %
======== =========
Other income (expense), net: $ 24 $ 14 71.4 %
======== =========
Effective income tax rate 39.0% 35.0%
======== =========
(1) See Discontinued Operations discussion on page 24.
Interest expense decreased in second quarter of 2002
from the second quarter of 2001 as a result of the scheduled
repayment of long-term debt.
Interest income was higher in the second quarter of 2002
compared to second quarter of 2001 due to the receipt of
interest in 2002 on a federal tax refund and accrued income
relating to the Preferred Security and Revolver offsetting the
lower income earned on invested cash. The lower income earned
on invested cash was a result of higher invested balances offset
by significantly lower interest rates.
The Company's effective income tax rate increased from 35%
in fiscal 2001 to 39% in fiscal 2002. The fiscal 2001 rate was
positively impacted by adjustments to the income tax reserve
related to various income tax matters.
19
RESULTS OF OPERATIONS
- ---------------------
TWENTY-FOUR WEEKS ENDED JULY 20, 2002 COMPARED TO TWENTY-FOUR
WEEKS ENDED JULY 21, 2001
Net Sales and Income From Operations
- ------------------------------------
The following table sets forth certain operating
information for each period and should be viewed in conjunction
with the consolidated financial statements and notes included in
Item 1 of this Form 10-Q.
Twenty-four Weeks Ended
----------------------- Change
July 20, July 21, Increase
2002 2001 (Decrease)
--------- --------- ----------
(in thousands of dollars
except sittings and average
sale per customer)
Net sales:
Portrait Studios $117,805 $124,022 (5.0)%
Technology Development 2,172 1,445 50.3 %
Intersegment sales (1,421) (1,369) 3.8 %
--------- ---------
$118,556 $124,098 (4.5)%
========= =========
Operating earnings (losses):
Portrait Studios $ 7,082 $ 7,851 (9.8)%
Technology Development (445) (691) (35.6)%
--------- ---------
Total operating earnings 6,637 7,160 (7.3)%
--------- ---------
General corporate expenses 6,782 5,757 17.8 %
--------- ---------
Income (Loss) from operations $ (145) $ 1,403 --
========= =========
Sittings:
Custom 1,158,548 1,041,015 (11.3)%
Package 781,584 1,061,522 (26.4)%
--------- ---------
1,940,132 2,102,537 (7.7)%
========= =========
Average sales per customer
sitting:
Custom $ 70.57 $ 71.44 (1.2)%
Package $ 46.07 $ 46.69 (1.3)%
Overall $ 60.70 $ 58.94 3.0 %
20
Net sales for the Portrait Studios segment decreased in
first half of 2002 from first half of 2001, as a decrease in
sittings was only partially offset by an increase in average
sales per customer sitting. The decrease in sittings is largely
attributable to the effects of an early Easter that historically
results in reduced sittings in the first quarter and a decreased
response to certain media targeted toward acquisition of new
mothers. The increase in average sales per customer sitting
is primarily the result of a larger percentage of customers
choosing the higher-value custom offer versus the package
offers.
Operating earnings for the Portrait Studios decreased
first half of 2002 from the same timeframe in 2001 due to lower
sales partially offset by lower operating expenses. The lower
operating expenses resulted from lower advertising expense,
resulting principally from planned reductions in spring
television and direct mail advertising, reduced commissions
attributable to lower sales, and other various reductions
resulting from the Company's continuing focus on expense
reductions, including reduced travel and meeting costs.
Net sales for the Technology Development segment reflected
an increase in the first half of 2002 from the first half of
2001 due to an increase in intersegment sales and net sales to
nonaffiliated companies. After elimination of intersegment
sales, operating losses for the same timeframe decreased
reflecting an increase in nonaffiliated sales offset slightly
by higher employment costs.
General corporate expenses increased between first half of
2002 compared to first half of 2001 principally due to the
incurrence in 2002 of $649,000 in professional service fees
associated with the final phase of the Company's strategic
planning initiative and due to increases in supplemental
retirement benefit plan costs.
Other Items Effecting Results of Operations
- -------------------------------------------
The following table sets forth certain operating
information for each period and should be viewed in conjunction
with the consolidated financial statements and notes included in
Item 1 of this Form 10-Q.
21
Twenty-four Weeks Ended
----------------------- Change
July 20, July 21, Increase
2002 2001 (Decrease)
--------- --------- ----------
(in thousands of dollars)
Interest expense:
Debt $ 1,706 $ 1,999 (14.7)%
Other 64 77 (18.0)%
-------- ---------
Total interest expense $ 1,770 $ 2,076 (14.8)%
======== =========
Interest income:
Investments $ 348 $ 693 (49.7)%
Interest on tax refund 297 -- --
Income from Preferred
Security (1) 396 -- --
Revolver (1) 66 -- --
-------- ---------
Total interest income $ 1,107 $ 693 59.7 %
======== =========
Other income (expense), net:
Other income $ 42 $ 34 23.5 %
Separation expense (2) -- (1,714) --
-------- ---------
Total other income
(expense), net $ 42 $ (1,680) --
======== =========
Effective income tax rate 39.0% 35.0%
======== =========
(1) See Discontinued Operations discussion on page 24.
(2) See Separation discussion on page 25.
Interest expense decreased in first half of 2002 from first
half of 2001 as a result of the scheduled repayment of long-term
debt.
Interest income was higher in the first half of 2002
compared to first half of 2001 due to the receipt of interest
on a federal tax refund and accrued income relating to the
Preferred Security and Revolver offsetting the lower income
earned on invested cash. The lower income earned on invested
cash was a result of higher invested balances offset by
significantly lower interest rates.
The Company's effective income tax rate increased from 35%
in fiscal 2001 to 39% in fiscal 2002. The fiscal 2001 rate was
positively impacted by adjustments to the income tax reserve
related to various income tax matters.
22
Discontinued Operations
- -----------------------
In July 2001, the Company announced it had provided TRU
Retail, Inc., the predecessor legal entity of Prints Plus, Inc.
("Prints Plus") with a $6.4 million revolving line of credit.
The Company further announced the completion of the sale of its
Wall Decor segment for $16.0 million. The sales price reflected
the receipt of $11.0 million in a Preferred Security of Prints
Plus, approximately $4.0 million in cash, other consideration
netting to $1.0 million and the assumption of certain liabilities
including the ongoing guarantee of certain operating real estate
leases. The sales price was subject to final post-closing
adjustments.
Subsequently, in January 2002 and May 2002, the balance of
the Preferred Security decreased due to the optional redemption
of $1.0 million and $353,000, respectively, of the security by
Prints Plus, and, in the first quarter of 2002, by a final
post-closing adjustment of $147,000 to the security reflecting a
decrease in the final sales price. These events, when offset by
the accrued interest income of $459,000 that is also reflected
in the value of the Preferred Security, resulted in a balance on
July 20, 2002 of $10.0 million. For the twelve and twenty-four
weeks of the second quarter of 2002, interest income earned on
the Preferred Security was $189,000 and $396,000, respectively.
Borrowings under the revolving line of credit extended to
Prints Plus were $3.1 million as of July 20, 2002. For the
twelve and twenty-four weeks of the second quarter, interest
income earned on this revolving line of credit by the Company
was $41,000 and $66,000, respectively.
Due to the Company's continuing financial interest in
Prints Plus, the Company is required to follow a modified equity
method of accounting, which requires cumulative losses, if
any, incurred by Prints Plus during its fiscal year be reflected
in the Company's financials as a valuation allowance and
corresponding charge to income. Due to Prints Plus' unaudited
net earnings from July 22, 2001 to July 20, 2002 of $1.0 million
and, as Prints Plus is meeting the performance standards
established under the covenants of the Preferred Security and
revolving line of credit, no valuation allowance has been
recorded as of July 20, 2002.
Further, if Prints Plus defaults on certain operating real
estate leases, the Company has guaranteed monthly lease payments
over the remaining life of these leases. As of July 20, 2002,
the maximum future obligation to the Company would be $18.2
million before any negotiation with landlords or subleasing.
Based on scheduled lease payments, the maximum future
obligations will decrease $2.7 million by the end of fiscal
2002, then annually by approximately $5.3 million to $4.9
million during the next two years. To recognize the risk
23
associated with these leases and based on the Company's past
experience with renegotiating lease obligations, a $1.0 million
reserve was established in 2001. At July 20, 2002, the
Company had made no further allowances for defaults under these
operating leases as, in the opinion of management, Prints Plus
is meeting the performance standards established under the
operating leases.
For further detailed information regarding risk, see
Item 7. "Management's Discussion and Analysis of Financial
Condition and Results of Operation-Liquidity, Capital Resources
and Financial Condition-Risk and Critical Accounting Policies,"
in the Company's Annual Report on Form 10-K for fiscal year
ended February 2, 2002.
Separation
- ----------
In February 2001, the Company announced it had hired
J. David Pierson as Chairman and Chief Executive Officer to
replace the retiring Alyn V. Essman. The Company incurred $1.7
million in expenses in the first quarter of 2001, which is
included in Other Expenses, related to the severance pay,
recognition of unamortized supplemental employee retirement plan
benefits and other costs associated with the retirement of
Mr. Essman and the recruitment of Mr. Pierson.
LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL CONDITION
- ----------------------------------------------------
Operating Activities
- --------------------
Net cash used in operating activities in the first half of
2002 of $888,000 decreased $2.6 million from the $1.7 million
in cash provided by operating activities recorded in the first
half of 2001 due to changes in various deferred and refundable
income taxes relating to the net operating loss carrybacks
that resulted from the sale of Prints Plus in second quarter
of 2001 and a change in receivables that resulted from a change
in settlement methods with Sears Roebuck and Company ("Sears")
in second quarter of 2002. The settlement method change resulted
from a recent amendment to the Company's Sears agreement that
now allows credit card transactions to be processed directly
through Sears, thereby reducing credit card processing fees
paid to third-party vendors but resulting in an slight increase
cin the receivable from Sears.
Financing Activities
- --------------------
Net cash used in financing activities in the first half of
2002 of $9.5 million increased $3.4 million from the $6.1
million recorded in the first half of 2001 due to a decrease in
funds provided by the issuance of common stock in conjunction
with employee benefit plans and option exercises in 2001 not
24
being repeated in 2002.
As discussed in the Company's Annual Report on Form 10-K,
the Company has a $60.0 million Senior Note Agreement and $30.0
million Revolving Facility. In April 2002, the Company amended
its Revolving Facility to adjust the minimum consolidated
earnings before income taxes, depreciation and amortization
("EBITDA") covenant. As of July 20, 2002, the Company was in
compliance with all covenants under both the amended Revolving
Facility and the Senior Note Agreement, and expects to be in
compliance with the covenants under the Senior Note Agreement
for the remainder of this year.
However, given the sales shortfall incurred in the first
two quarters compared to the prior year periods, plus the
further deterioration in customer sittings during the first
three weeks of the third quarter, the Company does not expect
to achieve the EBITDA and the minimum consolidated fixed charge
coverage ratio covenants related solely to its Revolving
Facility for the third and possibly the fourth quarters of
this fiscal year. Other than supporting outstanding letters
of credit in the principal amount of $6.7 million as of
July 20, 2002, the Company has no outstanding borrowings
under the Revolving Facility, nor does it currently expect the
need to draw on the facility prior to its expiration in
June 2003. The Company anticipates that it will reach an
agreement before the end of the third quarter with the lending
institutions offering the Revolving Facility whereby either the
above mentioned covenants will be amended and/or the amount of
the facility will be reduced or eliminated.
Investing Activities
- --------------------
Net cash used in investing activities in the first half of
2002 of $4.7 million reflect a $7.0 million decrease from the
first half of 2001 due primarily to lower levels of capital
expenditures.
Cash Flows
- ----------
Cash flows from operations and cash and cash equivalents
on hand represent the Company's expected source of funds in
fiscal year 2002 for planned capital expenditures of
approximately $18 million, scheduled principal payments on
long-term debt of $8.6 million, normal business operations
and dividends to shareholders. With the exception of letters
of credit used to support the Company's self-insurance program
and operating leases, the Company does not use off-balance sheet
arrangements to finance business activities.
25
Financial Condition
- -------------------
Assets of the Company decreased 8.3% in the first half of
2002 from year-end 2001 due primarily to an ordinary-course
decrease in net property and equipment resulting from
depreciation charges exceeding property and equipment additions
and decreases in cash and cash equivalents resulting from the
second scheduled principal payment in June 2002 of $8.6 million
of the Company's long-term debt and seasonal cash needs.
Liabilities of the Company decreased 12.4% primarily as a
result of the $8.6 million debt repayment in June 2002 and
seasonal decreases in accrued employment costs and other
liabilities.
Stockholders' equity decreased 1.6% at the end of the first
half of 2002 from year-end 2001 reflecting the year-to-date 2002
net losses and payments of dividends to stockholders, offset by
increases in additional paid-in capital that resulted from
issuing shares of stock in conjunction with employee benefit
plans and option exercises.
Strategic Planning Initiatives
- ------------------------------
On June 4, 2002, the Company announced that its Board of
Directors had approved management's recommendation for the
recently completed strategic planning process. For additional
information on the Company's strategic initiatives, refer to
the Company's Form 8-K filed on June 4, 2002.
26
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Market risks relating to the Company's operations result
primarily from changes in interest rates and changes in foreign
exchange rates. The Company's debt obligations have primarily
fixed interest rates; therefore, the Company's exposure to
changes in interest rates is minimal. The Company's exposure to
changes in foreign exchange rates relates to the Canadian
operations, which is minimal, as these operations constitute
6.8% of the Company's total assets and 6.5% of the Company's
total sales.
27
PART II OTHER INFORMATION
- ----------------------------
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders was held in
St. Louis, Missouri on Thursday, June 6, 2002.
The following items were voted on and the results
are listed below:
The following individuals were elected to the
Company's Board of Directors:
RESULTS OF VOTES FOR DIRECTORS
------------------------------
SHARES SHARES
FOR WITHHELD
---------- ---------
Edmond Abrain 5,806,949 1,374,523
Joanne Griffin 6,133,015 1,048,457
Lee Liberman 6,066,092 1,115,380
J. David Pierson 6,174,498 1,006,974
Nicholas L. Reding 6,164,094 1,017,378
Martin Sneider 6,164,090 1,017,382
Virginia Weldon 6,028,488 1,157,984
The Board of Directors' appointment of KPMG LLP to
audit the Company's accounts for the 2002 fiscal year
was approved by a vote of 6,234,019 shares in favor,
24,991 shares opposed and 922,462 shares abstaining.
A Resolution to provide for an Annual Incentive
Program for the Chairman and Chief Executive Officer,
President and Executive Vice Presidents was approved
by a vote of 4,595,944 shares in favor, 1,278,702
shares opposed and 1,306,826 shares abstaining.
28
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) EXHIBITS
The following exhibits are being filed as part of
this Report:
Exhibit 11.0 - Computation of Earnings Per Common
Share
Exhibit 99.2 - Certification Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley
Act of 2002 by Chief Executive
Officer
Exhibit 99.3 - Certification Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley
Act of 2002 by Chief Financial
Officer
b) REPORTS ON FORM 8-K
On May 14, 2002, CPI Corp. filed an 8-K Current
Report announcing the issuance of a press release
dated May 9, 2002, reporting that the Board of
Directors approved Resolutions to amend CPI Corp.'s
by-laws.
On June 5, 2002, CPI Corp. filed an 8-K Current
Report announcing the issuance of a press release
dated June 4, 2002, relating to its strategic
plan and also published a presentation labeled
"CPI Corp.- The Growth Strategy" relating to its
strategic planning initiatives.
On June 5, 2002, CPI Corp. filed an 8-K Current
Report announcing the issuance of a press release
dated June 4, 2002 reporting first quarter FY 2002
results.
On June 18, 2002, CPI Corp. filed an 8-K Current
Report announcing the issuance of a press release
dated June 13, 2002 reporting that the stockholders
had elected seven Directors to serve on its Board
through the 2003 Annual Meeting of Stockholders.
29
SIGNATURE
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.
CPI Corp.
(Registrant)
By: /s/ Gary W. Douglass
---------------------------
Gary W. Douglass
Authorized Officer and
Principal Financial Officer
Dated: August 19, 2002
30
CPI CORP.
EXHIBIT INDEX
(PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)
Exhibit 11.0 - Computation of Earnings Per Common Share 32-34
Exhibit 99.1 - Certification Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act
of 2002 by Chief Executive Officer 35
Exhibit 99.2 - Certification Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act
of 2002 by Chief Financial Officer 36
31