(PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)
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 April 26, 2003
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Commission File Number 1-10204
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DELAWARE 43-1256674
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(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
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(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 June 3, 2003 there were 8,100,868 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 April 26, 2003 and February 1, 2003 3-4
- Interim Condensed Consolidated Statements
of Operations - For the 12 Weeks Ended
April 26, 2003 and April 27, 2002 5
- Interim Condensed Consolidated Statement
of Changes in Stockholders' Equity and
Comprehensive Income - For the 12 Weeks
Ended April 26, 2003 6
- Interim Condensed Consolidated Statements of
Cash Flows - For the 12 Weeks Ended
April 26, 2003 and April 27, 2002 7-8
- Notes to the Interim Condensed Consolidated
Financial Statements 9-11
Item 2. Management's Discussions and Analysis of
Financial Condition and Results of
Operations 12-17
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 18
Item 4. Disclosure Controls and Procedures 18
PART II. OTHER INFORMATION
- ---------------------------
Item 6. Exhibits and Reports on Form 8-K 19
Signature 20
Certifications 21-24
Exhibit Index 25
2
PART 1
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CPI CORP. INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS - ASSETS
(in thousands of dollars)
April 26,
2003 February 1,
(Unaudited) 2003
----------- -----------
Current assets:
Cash and cash equivalents $ 56,025 $ 57,922
Accounts receivable:
Due from licensor store 10,648 7,794
Other 451 727
Inventories 12,940 11,931
Prepaid expenses and other current
assets 7,903 6,640
Refundable income taxes 4,162 6,812
Deferred tax assets 4,855 4,907
----------- -----------
Total current assets 96,984 96,733
----------- -----------
Property and equipment:
Land 2,803 2,803
Building improvements 26,554 26,554
Leasehold improvements 7,036 6,589
Photographic, sales and manufacturing
equipment 191,939 188,836
----------- -----------
Total 228,332 224,782
Less accumulated depreciation and
amortization 181,768 177,280
----------- -----------
Property and equipment, net 46,564 47,502
Assets of business transferred under
contractual arrangements:
Preferred security 7,191 9,566
Loan receivable 4,309 475
Asset of supplemental retirement plan:
Cash surrender value of life
insurance policies (net of borrowings
of $1,596 at both April 26, 2003
and February 1, 2003) 10,483 10,161
Long-term investments held in Rabbi
Trust 3,359 3,600
Other assets, net of amortization of
$1,359 at both April 26, 2003 and
February 1, 2003 11,888 11,323
---------- -----------
Total assets $ 180,778 $ 179,360
========== ===========
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)
April 26,
2003 February 1,
(Unaudited) 2003
----------- -----------
Current liabilities:
Current maturities of long-term debt $ 8,580 $ 8,580
Accounts payable 10,705 10,114
Accrued employment costs 11,686 13,019
Customer deposit liability 33,414 27,939
Sales taxes payable 1,706 2,681
Accrued advertising expense 2,375 1,232
Accrued expenses and other liabilities 4,067 3,956
---------- ----------
Total current liabilities 72,533 67,521
---------- ----------
Long-term debt 34,130 34,116
Accrued pension obligations 9,646 9,646
Supplemental retirement plan obligations 6,382 6,188
Customer deposit liability 4,222 4,973
Other liabilities 2,318 2,733
Stockholders' equity:
Preferred stock, no par value,
1,000,000 shares authorized; no
shares issued and outstanding - -
Preferred stock, Series A, no par
value, 200,000 shares authorized;
no shares issued and outstanding - -
Common stock, $0.40 par value,
50,000,000 shares authorized;
18,339,171 and 18,288,006 shares
outstanding at April 26, 2003 and
February 1, 2003, respectively 7,336 7,315
Additional paid-in capital 51,849 51,211
Retained earnings 230,166 234,022
Accumulated other comprehensive
income (loss) (10,144) (10,703)
---------- ----------
279,207 281,845
Treasury stock at cost, 10,238,303
shares at both April 26, 2003 and
February 1, 2003 (227,642) (227,642)
Unamortized deferred compensation-
restricted stock (18) (20)
---------- ----------
Total stockholders' equity 51,547 54,183
---------- ----------
Total liabilities and stockholders'
equity $ 180,778 $ 179,360
========== ==========
See accompanying notes to consolidated financial statements.
4
CPI CORP. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED) Twelve weeks ended April 26, 2003 and April 27, 2002
(in thousands of dollars except share and per share amounts)
Twelve Weeks Ended
--------------------------
April 26, April 27,
2003 2002
---------- ----------
Net sales $ 56,255 $ 59,844
Costs and expenses:
Cost of sales (exclusive of depreciation
and amortization shown below) 7,836 8,365
Selling, general and administrative
expenses 48,497 46,814
Depreciation and amortization 4,023 5,269
---------- ----------
60,356 60,448
---------- ----------
Loss from operations (4,101) (604)
Interest expense 769 912
Interest income 374 413
Other income, net 52 18
---------- ----------
Loss before income tax benefit (4,444) (1,085)
Income tax benefit (1,714) (427)
---------- ----------
Net loss from continuing operations (2,730) (658)
Net loss from discontinued operations,
net of income tax benefit of $35 - (55)
---------- ----------
Net loss $ (2,730) $ (713)
========== ==========
Net loss per share from continuing
operations - diluted $ (0.34) $ (0.08)
Net loss per share from discontinued
operations - diluted - (0.01)
---------- ----------
Net loss per share - diluted $ (0.34) $ (0.09)
========== ==========
Net loss per share from continuing
operations - basic $ (0.34) (0.08)
Net loss per share from discontinued
operations - basic - (0.01)
---------- ----------
Net loss per share - basic $ (0.34) $ (0.09)
========== ==========
Dividends per share $ 0.14 $ 0.14
========== ==========
Weighted average number of
common and common equivalent
shares outstanding- diluted 8,100,779 8,033,051
========== ==========
Weighted average number of
common and common equivalent
shares outstanding- basic 8,100,779 8,033,051
========== ==========
See accompanying notes to consolidated financial statements.
5
CPI CORP. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME - (UNAUDITED)
(in thousands of dollars except share and per share amounts)
Twelve weeks ended April 26,2003
Accum
other Deferred
Add'l comp'h Treasury comp'n-
Common paid-in Retained income stock- restr'td
stock capital earnings (loss) at cost stock Total
------ ------- --------- -------- ---------- -------- ----------
Balance at Feb. 1, 2003 $7,315 $51,211 $234,022 $(10,703) $(227,642) $ (20) $ 54,183
------ ------- --------- -------- ---------- -------- ----------
Issuance of common stock
to employee stock plans
and option exercises
(51,165 shares) 21 638 - - - - 659
Comprehensive income
(loss):
Net loss - - (2,730) - - -
Foreign currency
translation - - - 559 - -
Comprehensive loss - - - - - - (2,171)
Dividends ($0.14 per
common share) - - (1,126) - - - (1,126)
Amortization of deferred
compensation-
restricted stock - - - - - 2 2
------ ------- --------- --------- ---------- -------- ----------
Balance at April 26,2003 $7,336 $51,849 $230,166 $(10,144) $(227,642) $ (18) $ 51,547
====== ======= ========= ========= ========== ======== ==========
See accompanying notes to consolidated financial statements.
6
CPI CORP. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Twelve weeks ended April 26, 2003 and April 27, 2002
(in thousands of dollars)
Reconciliation of net loss to cash flows provided by
(used in) operating activities:
12 Weeks Ended
-------------------------
April 26, April 27,
2003 2002
---------- ----------
Net loss from continuing operations $ (2,730) $ (658)
Adjustments for items not requiring
cash:
Depreciation and amortization 4,023 5,269
Loss on disposition of property,
plant and equipment 36 94
Deferred income taxes (694) 294
Customer deposit liability 1,608 2,144
Post-closing adjustment on preferred
security - 147
Accrued interest on preferred
security (125) (207)
Other (218) (3,000)
(Increase) decrease in current assets:
Receivables and inventories (3,586) (1,877)
Refundable income taxes 2,650 (411)
Prepaid expenses and other current
assets 2,076 151
Increase (decrease) in current
liabilities:
Accounts payable, accrued expenses and
other liabilities (462) (2,366)
--------- ---------
Cash flows from continuing operations 2,578 (420)
Cash flows from discontinued operations - (55)
--------- ---------
Cash flows provided by (used in)
operating activities $ 2,578 $ (475)
========= =========
See accompanying notes to consolidated financial statements.
7
CPI CORP. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Twelve weeks ended April 26, 2003 and April 27, 2002 (in thousands of dollars)
(...continued)
12 Weeks Ended
------------------------
April 26, April 27,
2003 2002
----------- -----------
Cash flows provided by (used in)
operating activities $ 2,578 $ (475)
----------- -----------
Cash flows provided by (used in)
financing activities:
Issuance of common stock to employee
stock plans and option exercises 659 1,151
Cash dividends (1,126) (1,120)
----------- -----------
Cash flows provided by (used in)
financing activities (467) 31
----------- -----------
Cash flows provided by (used in)
investing activities:
Additions to property and equipment (3,119) (1,966)
Redemption of preferred security 2,500 -
Changes in loan receivable:
Borrowings (15,554) (5,744)
Repayments 11,720 5,350
Purchase of investment securities
in Rabbi Trust (107) (613)
Proceeds from investment securities
in Rabbi Trust 348 1,967
---------- -----------
Cash flows used in investing activities (4,212) (1,006)
---------- -----------
Effect of exchange rate changes on
cash and cash equivalents 204 77
---------- -----------
Net decrease in cash and cash equivalents (1,897) (1,373)
Cash and cash equivalents at beginning
of period 57,922 46,555
---------- -----------
Cash and cash equivalents at end of
period $ 56,025 $ 45,182
========== ===========
Supplemental cash flow information:
Interest paid $ - $ -
========== ===========
Income taxes paid $ 1,093 $ 192
========== ===========
See accompanying notes to consolidated financial statements.
8
CPI CORP. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Description of Business and Interim Condensed Consolidated
Financial Statements
- -------------------------------------------------------------------
The Company operates 1,025 professional portrait studios as of
April 26, 2003 throughout the United States, Canada and Puerto Rico
under license agreements with Sears, Roebuck and Co. ("Sears"). The
Company opened its first Mexican studio in Chihuahua, Mexico in late
February 2003. That studio is located in City Club, a wholesale club
launched by Soriana, owner of a leading Mexican chain of hypermarkets.
The Company currently plans to open four additional studios by the end
of its second quarter and a minimum of thirteen by the end of its fiscal
year. In the first quarter of 2003, the Company also launched its
mobile photography operations under the name Everyday Expressions(R)
offering mobile photography services to childcare centers in four
metropolitan markets. Current plans call for expansion of the mobile
photography operations, including entry into the sports/event
photography markets, to up to thirty markets by the fall of 2003.
In addition, the Company operates searsphotos.com, an on-line
photofinishing service as well as a vehicle for the Company's customers
to archive, share portraits via email and order additional portraits
and products.
The Interim Condensed Consolidated Balance Sheets as of
April 26, 2003 and April 27, 2002, the related Interim Condensed
Consolidated Statements of Operations for the 12 weeks ended
April 26, 2003 and April 27, 2002, the Interim Condensed Consolidated
Statement of Changes in Stockholders' Equity and Comprehensive Income
for the twelve weeks ended April 26, 2003 and the Interim Condensed
Consolidated Statements of Cash Flows for the 12 weeks April 26, 2003
and April 27, 2002, are unaudited. The interim financial statements
reflect all adjustments (consisting only of normal recurring accruals)
which are, in the opinion of management, necessary for a fair
presentation of the results for the interim periods presented. The
interim condensed consolidated financial statements should be read
in conjunction with the consolidated financial statements and notes
thereto included in the CPI Corp. 2002 Annual Report on Form 10-K for
its fiscal year ended February 1, 2003. The results of operations for
the interim periods should not be considered indicative of results to
be expected for the full year.
Certain reclassifications have been made to the 2002 financial
statements to conform with the current year presentation.
Note 2 - Contingencies
- ----------------------
Contingent Lease Obligations
- ----------------------------
In July 2001, the Company announced the completion of the sale
of its Prints Plus Wall Decor segment, which included the ongoing
9
guarantee of certain operating real estate leases of Prints Plus.
As of April 26, 2003, the maximum future obligation to the Company
under these guarantees would be $13.4 million before any negotiation
with landlords or subleasing. Based on scheduled lease payments,
the maximum future obligations will decrease an additional $3.9
million by the end of fiscal 2003, then by $4.7 million in 2004
and approximately $4.8 million over the next three years. To
recognize the risk associated with these leases, a $1.0 million
reserve was established in 2001. The $1.0 million reserve was
established assuming an average of seventy-five days of lease
payments for each of the fifty-six leases then guaranteed by the
Company. The seventy-five day estimate was based upon the
Company's historical experiences in settling lease obligations
resulting from early terminations of leases, taking into account
the nature of prime mall space represented by the guaranteed leases.
The Company has recognized no losses to date related to their
obligations under these guarantees. At April 26, 2003, 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.
Income Tax Receivable
- ---------------------
Included in Other Assets in the accompanying consolidated
balance sheets is a $2.3 million receivable representing
refund claims related to amended Federal income tax returns filed by
the Company for earlier tax years. In early April 2003, the Company
received a written denial of the refund claims from the Internal
Revenue Service. After consultation with tax counsel, the Company
continues to believe in the merits of its claims and intends to
pursue additional remedies, including litigating the matter in court,
in order to collect the amount of the recorded claims. As of
February 1, 2003, the amount was reclassified from current assets to
long-term assets and it is not likely that the matter will be resolved
within one year of the date of the current balance sheet.
Standby Letters of Credit
- -------------------------
As of April 26, 2003, the Company had outstanding standby letters
of credit in the principal amount of $7.2 million used in conjunction
with the Company's self insurance programs.
Litigation
- ----------
The Company is a defendant in various lawsuits arising in the
ordinary course of business. It is the opinion of management that the
ultimate liability, if any, resulting from such lawsuits will not
materially affect the consolidated financial position or results of
operations of the Company.
10
Note 3 - Recently Issued Accounting Standards
- ---------------------------------------------
In April 2003, the Financial Accounting Standards Board ("FASB")
issued Statement No. 149, "Amendment of Statement No. 133 on Derivative
Instruments and Hedging Activities". This Statement amends and clarifies
accounting for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities
under Statement 133. This standard is primarily effective for transactions
occurring after June 30, 2003. In May 2003, the FASB issued Statement
No. 150, "Accounting or Certain Financial Instruments with Characteristics
of both Liabilities and Equity". This Statement affects the accounting
for certain obligations that a reporting entity can or must settle by
issuing its own equity shares. It is effective for financial instruments
entered into or modified after May 31, 2003 and is otherwise effective
at the beginning of the Company's third quarter of fiscal 2003. The
Company does not expect the adoption of these standards to have a material
effect on the Company's financial position, results of operations or cash
flows.
Note 4 - Subsequent Event
- -------------------------
On June 3, 2003, the Company announced that its Board of Directors
approved a 14% increase in the annual dividend rate paid on the Company's
common stock from $.56 per share to $.64 per share effective with the next
regularly scheduled quarterly dividend. In addition, the Board authorized
the Company to repurchase up to 5% of its common shares on the open market
from time to time, depending on market conditions.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and
Results of Operations is designed to provide the reader of the
financial statements with a narrative on the Company's results of
operations, financial position and liquidity, significant accounting
policies and critical estimates, and the future impact of accounting
standards that have been issued but are not yet effective.
Management's Discussion and Analysis is presented in the following
sections: General; Results of Operations; Liquidity, Capital Resources
and Financial Condition; and Accounting Pronouncements and Policies.
it is useful to read Management's Discussion and Analysis in conjunction
with the consolidated financial statements and related notes thereto
contained elsewhere in this document.
General
- -------
CPI Corp.'s ("CPI" or the "Company") fiscal year ends the first
Saturday of February. Accordingly, fiscal year 2002 ended
February 1, 2003 and consisted of 52 weeks. The first fiscal quarters
of 2003 and 2002 consisted of twelve weeks and ended April 26, 2003
and April 27, 2002, respectively. Throughout "Management's Discussion
and Analysis of Financial Condition and Results of Operations," reference
to 2002 will mean the fiscal year ended February 1, 2003 and reference
to first quarter 2003 and first quarter 2002 will mean the first fiscal
quarter of 2003 and 2002, respectively.
The Company operates 1,025 professional portrait studios as of
April 26, 2003 throughout the United States, Canada and Puerto Rico
under license agreements with Sears, Roebuck and Co. ("Sears"). The
Company opened its first Mexican studio in Chihuahua, Mexico in late
February 2003. That studio is located in City Club, a wholesale club
launched by Soriana, owner of a leading Mexican chain of hypermarkets.
The Company currently plans to open four additional studios by the end
of its second quarter and a minimum of thirteen by the end of its fiscal
year. In the first quarter of 2003, the Company also launched its mobile
photography operations under the name Everyday Expressions(R) offering
mobile photography services to childcare centers in four metropolitan
markets. Current plans call for expansion of the mobile photography
operations, including entry into the sports/event photography markets,
to up to thirty markets by the fall of 2003. In addition, the Company
operates searsphotos.com, an on-line photofinishing service as well
as a vehicle for the Company's customers to archive, share portraits
via email and order additional portraits and products.
12
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.
Twelve Weeks Ended
------------------ Change
April 26, April 27, Increase
2003 2002 (Decrease)
------ ------ -----------
Studio sittings:
Custom 521,219 577,676 (9.8)%
Package 364,536 436,771 (16.5)%
--------- ---------
885,755 1,014,447 (12.7)%
========= =========
Studio average sales
per customer sitting:
Custom $ 75.38 $ 68.85 9.5 %
Package $ 45.65 $ 45.66 0.0 %
Overall $ 63.14 $ 58.87 7.3 %
Net sales were $56.3 million in the first quarter of 2003 compared
with $59.8 million in the first quarter of 2002.
Net sales for the first quarter of 2003 decreased $3.5 million
or 6% to $56.3 million from the $59.8 million reported in the
first quarter of 2002. The decrease in reported sales is a
result of the timing of Easter in 2003. As Easter was near the
end of the Company's first quarter, this resulted in the delivery
of Easter portraits to customers after the end of the first
quarter and, accordingly, the deferral of the recognition of the
related sales. The increase in deferred revenues as compared to
the first quarter of 2002 was $5.5 million. The increased amount
of deferred revenue will be recognized as revenue in the
Company's 2003 second quarter as the related portraits are
delivered to customers.
During the first quarter of 2003, sittings were 886,000, a
decrease of 13% from the 1,014,000 sittings generated in 2002.
The average sale per customer in the first quarter of 2003
was $63.14 or 7% higher than the $58.87 realized in the first
quarter of 2002.
13
The decrease in sittings is attributable to a combination of the
following factors:
* The Company's increased deferral of sittings and sales
resulting from the late Easter season in 2003.
* The negative impacts of the inclement weather experienced
in February and part of March 2003 in a large portion of
the country.
* The continuing impact of increases in the number of
competitors' locations and the effects of competitors
with lower price package offers.
The increase in average sales per customer sitting resulted from:
* A strong sales performance related to the Company's March
2003 domestic-wide rollout of digitally enhanced products,
referred to as Portrait Creations(R).
* The continuing positive effect of the Company's decision
made in the second quarter of 2002 to begin selling customer
proof sheets which had previously been provided free of
charge as part of the custom offer.
* The Company's continuing success in converting more of its
customers to the higher value custom offer.
Costs and expenses were $60.4 million in both the first quarter of 2003
and the first quarter of 2002.
Losses from operations for the first quarter of 2003 were $4.1 million
compared to a $604,000 loss in the comparable quarter of the prior year.
The increased level of losses was attributable to the $3.5 million
decline in reported sales and a $1.7 million increase in selling, general
and administrative expenses partially offset by a $500,000 decline in cost
of sales, mirroring the 6% decline in sales, and a $1.2 million decline in
depreciation expense. The increase in selling, general and administrative
expenses was primarily attributable to increases in studio employment and
advertising expenses of $1.5 million and $900,000, respectively, as well
as $700,000 in costs associated with the commencement of the mobile
photography and Mexican studio operations, which was partially offset
by a $1.4 million decrease in expenses relating to costs that were
inventoried and which will be recognized as expenses in the second
quarter at the time the related portraits are delivered to the
customers.
The increase in studio employment expenses was largely attributable to
annual wage rate increases and increased training hours to support the
studio-wide rollout of digitally enhanced products in the first quarter
of 2003 coupled with additional coverage hours in certain higher volume
studios. The increased advertising expenses were planned timing charges
and related to Easter television and the introduction of digitally
enhanced products. Favorable advertising expense comparisons
14
to the prior year are expected in future quarters of 2003 as the overall
advertising budget for 2003 is comparable to the total advertising
spending in 2002. The decrease in depreciation expense resulted from
certain assets becoming fully depreciated beginning in the second quarter
of 2002.
Interest expense decreased $143,000 for the first quarter of 2003 to
$796,000 from $912,000 recorded in the first quarter of 2002. The
reduction in interest expense is primarily a result of a scheduled
principal payment made in June 2002 to reduce the outstanding balance
of the Senior Notes. The principal due on these notes at the end of
the first quarter was $42.7 million down from $51.2 million at the end
of the first quarter of 2002.
Interest income was $374,000 in the first quarter of 2003, as compared
to $413,000 recorded in the first quarter of 2002. The decrease in
interest income is principally due to the impact of declining interest
rates earned on cash balances exceeding the increase resulting from
larger average cash balances during the first quarter of 2003.
Income tax benefit as a percentage of income before taxes, was 38.6%
for the first quarter of 2003 and 39.3% for the comparable period in 2002.
Net losses were $2.7 million and $713,000 for the first quarter of 2003
and 2002, respectively. As noted above, the Company's results of
operations for the first quarter of 2003 were significantly impacted by
the late Easter season in 2003 which resulted in a substantial portion
of its Easter sales and related costs being deferred to be recognized
as revenues and expenses in the second quarter when the related portraits
are delivered to the customers.
Liquidity, Capital Resources and Financial Condition
- ----------------------------------------------------
Analysis of Financial Condition
- -------------------------------
As of April 26, 2003, the Company's current assets exceeded
current liabilities by $24.5 million. This working capital surplus
primarily results from the $56.0 million of cash and cash equivalents
on hand at the end of the first quarter of 2003.
Net cash provided by operating activities in the first quarter of
2003 increased $3.1 million to $2.6 million from $475,000 used in
operating activities in first quarter of 2002. The increase was
primarily due to the receipt of income tax refunds in the first quarter
of 2003 and the payouts of supplemental retirement plan benefits for
retired executives in the prior year. Offsetting the increases are
additional losses from operations in the first quarter of 2003 as compared
the first quarter of fiscal 2002, reduced depreciation expense
15
in the first quarter of 2003 and increases in outstanding receivables
resulting from a change in settlement methods with Sears in the second
quarter of 2002 as well as increased Easter seasonal volume in 2003.
Net cash used in financing activities increased $498,000 to
$467,000 compared to net cash provided of $31,000 in the comparable
period of 2002. The increase resulted primarily from the reduced
issuance of common stock to employee stock plans in the first quarter
of 2003.
Net cash used in investing activities totaled $4.2 million in the
first quarter of 2003 compared to $1.0 million in the first quarter of
2002. The $3.2 million increase was due principally to higher capital
expenditures and the seasonal increases in the loan receivable due from
Prints Plus partially offset by the proceeds from a redemption of the
preferred security by Prints Plus in the first quarter of 2003 that was
funded by a draw on the loan receivable.
Liquidity and Capital Resources
- -------------------------------
Cash flows from operations and cash and cash equivalents on hand
represent the Company's expected source of funds in fiscal year 2003
for planned capital expenditures of approximately $21.0 million,
scheduled principal payments on long-term debt of $8.6 million, normal
business operations and dividends to shareholders and potential share
repurchases. With the exception of standby letters of credit used to
support the Company's self-insurance programs, the Company does not
use off-balance sheet arrangements to finance business activities.
On June 3, 2003, the Company announced that its Board of
Directors approved a 14% increase in the annual dividend rate paid
on the Company's common stock from $.56 per share to $.64 per share
effective with the next regularly scheduled quarterly dividend. In
addition, the Board authorized management to repurchase up to 5% of
the Company's common shares on the open market from time to time,
depending on market conditions.
Accounting Pronouncements and Policies
- --------------------------------------
Recently Issued Accounting Standards
- ------------------------------------
In April 2003, the FASB issued Statement No. 149, "Amendment of
Statement No. 133 on Derivative Instruments and Hedging Activities".
This Statement amends and clarifies accounting for derivative instruments,
including certain derivative instruments embedded in other contracts, and
for hedging activities under Statement 133. This standard is primarily
effective for transactions occurring after June 30, 2003. In May 2003,
the FASB issued Statement No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity". This
Statement affects the accounting for
16
certain obligations that a reporting entity can or must settle by issuing
its own equity shares. It is effective for financial instruments entered
into or modified after May 31, 2003 and is otherwise effective at the
beginning of the Company's third quarter of fiscal 2003. The Company
does not expect the adoption of these standards to have a material
effect on the Company's financial position, results of operations or
cash flows.
Significant Accounting Policies and Critical Estimates
- ------------------------------------------------------
The Company's significant accounting policies are discussed in the Notes
to the Consolidated Financial Statements that are included in the Company's
2002 Annual Report on Form 10-K that is filed with the Securities and
Exchange Commission. In most cases, the accounting policies utilized by
the Company are the only ones permissible under U.S. Generally Accepted
Accounting Principles for businesses in our industry. However, the
application of certain of these policies requires significant judgments
or a complex estimation process that can affect the results of operations
and financial position of the Company, as well as the related footnote
disclosures. The Company bases its estimates on historical experience and
other assumptions that it believes are reasonable. If actual amounts are
ultimately different from previous estimates, the revisions are included
in the Company's results of operations for the period in which the actual
amounts become known. The accounting policies and estimates that can have
a significant impact on the operating results, financial position and
footnote disclosures of the Company are described in the Management
Discussion and Analysis of Financial Condition and Results of Operations
in the Company's 2002 Annual Report on Form 10-K.
Cautionary Statement Regarding Forward-Looking Information
- ----------------------------------------------------------
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, 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 attractions 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 1, 2003.
17
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 its Canadian and
Mexican operations and are also minimal as these operations constitute 6.4%
of the Company's total assets and 6.5% of the Company's total sales.
ITEM 4. DISCLOSURE CONTROLS AND PROCEDURES
An evaluation of the Company's disclosure controls and
procedures (as defined in Section 13(a)-14(c) of the Securities Exchange Act
of 1934 (the "Act") was carried out under the supervision and with the
participation of the Company's Chief Executive Officer, Chief Financial Officer
and several other members of the Company's senior management within the 90-day
period preceding the filing date of this quarterly report. The Company's Chief
Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures as currently in effect are effective in
ensuring that the information required to be disclosed by the Company in the
reports it files or submits under the Act is (i)accumulated and communicated
to the Company's management (including the Chief Executive Officer and Chief
Financial Officer) in a timely manner, and (ii) recorded, processed,
summarized and reported within the time periods specified in the SEC's rules
and forms.
In the quarter ended April 26, 2003, the Company did not make any
significant changes in, nor take any corrective actions regarding, its internal
controls or other factors that could significantly affect these controls.
In addition, since the date of this evaluation to the filing date of this
Quarterly Report, there have been no significant changes in the Company's
internal controls or in other factors that could significantly affect
internal controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.
18
PART II. OTHER INFORMATION
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 99.1 - 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
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
b) REPORTS ON FORM 8-K
- On February 7, 2003, CPI Corp. reported the
issuance of a press release dated February 6,
2003 declaring a first quarter cash dividend
of 14 cents per share.
- On April 4, 2003, CPI Corp. reported the
issuance of a press release dated April 3, 2003
announcing it's fourth quarter and fiscal 2002
results. In the release the Company also disclosed
the receipt of a routine comment letter from
the Staff of the Securities and Exchange
Commission ("SEC") relating to the SEC Staff's
recent periodic review of the Company's 2001
Annual Report on Form 10-K and its Quarterly
Reports on Form 10-Q for each of the first three
quarters of fiscal year 2002.
- On April 4, 2003, CPI Corp. reported the issuance of
a press release dated April 4, 2003, reporting a
Regulation FD disclosure relating to a then-recent
receipt of the SEC Staff's reply to the Company's
previous response to the SEC Staff's routine comment
letter referred to above.
19
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
Executive Vice President,
Finance and Chief Financial
Officer (Principal Accounting
and Financial Officer)
Dated: June 5, 2003
20
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
- -----------------------------------------------------------------------
I, J. David Pierson, certify that:
I have reviewed this quarterly report on Form 10-Q of
CPI Corp.;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the
period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented
in this quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent function):
a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the registrant's
bility to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weaknesses
in internal controls; and
21
b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal controls;
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: June 5, 2003
By: /s/ J. David Pierson
----------------------------
J. David Pierson
Chairman of the Board of
Directors, President and
Chief Executive Officer
22
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
- -----------------------------------------------------------------------
I, Gary W. Douglass, certify that:
1. I have reviewed this quarterly report on Form 10-Q of CPI Corp.;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented
in this quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90 days prior
to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons performing
the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability
to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls;
23
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether there were significant changes in internal
ontrols or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: June 5, 2003
By:/s/ Gary W. Douglass
-------------------------------------
Gary W. Douglass
Executive Vice President, Finance
and Chief Financial Officer
24
CPI CORP.
EXHIBIT INDEX
(PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)
Page(s)
-------
Exhibit 11.0 - Computation of Earnings per Common Share 26-27
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 28
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 29
25