UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT
OF 1934 FOR THE
QUARTERLY PERIOD ENDED
NOVEMBER 8, 2003
OR
[ ] TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT
OF 1934
Commission file number 1-10204
CPI Corp.
(Exact name of
registrant as specified in its charter)
| Delaware (State of Incorporation) |
43-1256674 (I.R.S. Employer Identification No.) | |
| 1706 Washington Ave., St. Louis,
Missouri (Address of principal executive offices) |
63103 (Zip Code) |
Registrant’s telephone number, including area code: (314) 231-1575
Indicate by check mark whether the Registrant [1] has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and [2] has been subject to such filing requirements for the past 90 days.
[ X ] Yes [ ] No
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
[ X ] Yes [ ] No
As of December 16, 2003, the Registrant had 8,058,956 common shares outstanding.
| TABLE OF CONTENTS |
|---|
| PART 1. FINANCIAL INFORMATION Item 1. Financial Statements Interim Condensed Consolidated Balance Sheets Interim Condensed Consolidated Statements of Operations Interim Condensed Consolidated Statement of Changes in Stockholders' Equity and Comprehensive Income (Loss) Interim Condensed Consolidated Statements of Cash Flows Notes to Interim Condensed Consolidated Financial Statements Item 2. Management's Discussions and Analysis of Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosures about Market Risk Item 4. Disclosure Controls and Procedures PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K SIGNATURES EXHIBIT INDEX Computation of Per Share Earnings (Loss) Section 302 Certification of Chief Executive Officer Section 302 Certification of Chief Financial Officer Section 906 Certification of Chief Executive Officer Section 906 Certification of Chief Financial Officer |
CPI CORP.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
16 Weeks and 40 Weeks Ended November 8, 2003
| Page
| ||
|---|---|---|
| PART 1. FINANCIAL INFORMATION Item 1. Financial Statements Interim Condensed Consolidated Balance Sheets November 8, 2003 (Unaudited) and February 1, 2003 Interim Condensed Consolidated Statements of Operations (Unaudited) 16 and 40 Weeks Ended November 8, 2003 and November 9, 2002 Interim Condensed Consolidated Statement of Changes in Stockholders' Equity and Comprehensive Income (Loss) (Unaudited) 40 Weeks Ended November 8, 2003 Interim Condensed Consolidated Statements of Cash Flows (Unaudited) 40 Weeks Ended November 8, 2003 and November 9, 2002 Notes to Interim Condensed Consolidated Financial Statements (Unaudited) Item 2. Management's Discussions and Analysis of Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosures about Market Risk Item 4. Disclosure Controls and Procedures PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K Signatures Exhibit Index |
1 3 4 5 7 10 16 17 18 19 20 |
CPI CORP.
Interim Condensed
Consolidated Balance Sheets — Assets
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
| thousands |
November 8, 2003 (Unaudited) |
February 1, 2003
| ||||||
|---|---|---|---|---|---|---|---|---|
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 30,541 | $ | 57,922 | ||||
| Accounts receivable: | ||||||||
| Due from licensor stores | 15,181 | 7,888 | ||||||
| Other | 411 | 727 | ||||||
| Inventories | 15,172 | 11,767 | ||||||
| Prepaid expenses and other current assets | 9,035 | 6,499 | ||||||
| Refundable income taxes | 6,188 | 6,812 | ||||||
| Deferred tax assets | 4,822 | 4,907 | ||||||
| Total current assets | 81,350 | 96,522 | ||||||
| Property and equipment: | ||||||||
| Land | 2,803 | 2,803 | ||||||
| Building improvements | 26,553 | 26,554 | ||||||
| Leasehold improvements | 7,926 | 6,589 | ||||||
| Photographic, sales and manufacturing equipment | 202,616 | 188,836 | ||||||
| Total | 239,898 | 224,782 | ||||||
| Less accumulated depreciation and amortization | 190,626 | 177,280 | ||||||
| Property and equipment, net | 49,272 | 47,502 | ||||||
| Assets of business transferred under contractual arrangements: | ||||||||
| Preferred Security | 7,529 | 9,566 | ||||||
| Loan receivable | 5,441 | 475 | ||||||
| Assets of supplemental retirement plan: | ||||||||
| Cash surrender value of life insurance policies (net of borrowings | ||||||||
| of $1,596 at November 8, 2003 and February 1, 2003) | 11,248 | 10,161 | ||||||
| Long-term investments held in Rabbi Trust | 2,191 | 3,600 | ||||||
| Other assets, net of amortization of $1,359 at | ||||||||
| November 8, 2003 and February 1, 2003 | 13,063 | 11,464 | ||||||
| TOTAL ASSETS | $ | 170,094 | $ | 179,290 | ||||
See accompanying notes.
1
CPI CORP.
Interim Condensed
Consolidated Balance Sheets — Liabilities
| November 8, 2003 | ||||||||
|---|---|---|---|---|---|---|---|---|
| thousands, except share and per share data |
(Unaudited) |
February 1, 2003 | ||||||
| LIABILITIES | ||||||||
| Current liabilities: | ||||||||
| Current maturities of long-term debt | $ | 8,580 | $ | 8,580 | ||||
| Accounts payable | 12,399 | 10,114 | ||||||
| Accrued employment costs | 12,387 | 13,019 | ||||||
| Customer deposit liability | 33,364 | 27,072 | ||||||
| Sales taxes payable | 2,458 | 2,681 | ||||||
| Accrued advertising expenses | 3,857 | 1,232 | ||||||
| Accrued expenses and other liabilities | 5,346 | 3,792 | ||||||
| Total current liabilities | 78,391 | 66,490 | ||||||
| Long-term debt, less current maturities | 25,578 | 34,116 | ||||||
| Accrued pension obligations | 9,646 | 9,646 | ||||||
| Supplemental retirement plan obligations | 5,970 | 6,188 | ||||||
| Customer deposit liability | 4,162 | 5,934 | ||||||
| Other liabilities | 2,204 | 2,733 | ||||||
| Total liabilities | 125,951 | 125,107 | ||||||
| STOCKHOLDERS' EQUITY | ||||||||
| Preferred stock,no par value. 1,000,000 shares authorized; no shares oustanding | -- | -- | ||||||
| Preferred stock, Series A, no par value, 200,000 shares authorized; | ||||||||
| no shares outstanding | -- | -- | ||||||
| Common stock, $.40 par value. 50,000,000 shares authorized; 18,340,702 and | ||||||||
| 18,288,006 shares issued at November 8, 2003 and February 1, 2003, respectively | 7,336 | 7,315 | ||||||
| Additional paid in capital | 51,968 | 51,211 | ||||||
| Retained earnings | 222,533 | 234,022 | ||||||
| Accumulated other comprehensive loss | (9,106 | ) | (10,703 | ) | ||||
| 272,731 | 281,845 | |||||||
| Treasury stock, at cost, 10,292,503 and 10,238,303 shares at November 8, 2003 and at February 1, 2003, respectively | (228,577 | ) | (227,642 | ) | ||||
| Unamortized deferred compensation- restricted stock | (11 | ) | (20 | ) | ||||
| Total stockholders' equity | 44,143 | 54,183 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 170,094 | $ | 179,290 | ||||
See accompanying notes.
2
CPI CORP.
Interim Condensed Consolidated
Statements of Operations
(Unaudited)
| 16 Weeks Ended |
40 Weeks Ended |
||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| November 8, | November 9, | November 8, | November 9, | ||||||||||||||||||||||||||
| thousands, except share and per share data |
2003 |
2002 |
2003 |
2002 | |||||||||||||||||||||||||
| Net sales | $ | 81,573 | $ | 81,092 | $ | 198,918 | $ | 198,249 | |||||||||||||||||||||
| Cost and expenses: | |||||||||||||||||||||||||||||
| Cost of sales (exclusive of depreciation and amortization | |||||||||||||||||||||||||||||
| shown below) | 10,201 | 10,676 | 26,229 | 27,414 | |||||||||||||||||||||||||
| Selling, general and administrative expenses | 73,344 | 71,222 | 172,157 | 162,269 | |||||||||||||||||||||||||
| Depreciation and amortization | 4,967 | 5,813 | 12,791 | 15,893 | |||||||||||||||||||||||||
| Other charges and impairments | 480 | 4,816 | 480 | 4,816 | |||||||||||||||||||||||||
| 88,992 | 92,527 | 211,657 | 210,392 | ||||||||||||||||||||||||||
| Loss from operations | (7,419 | ) | (11,435 | ) | (12,739 | ) | (12,143 | ) | |||||||||||||||||||||
| Interest expense | 808 | 1,024 | 2,293 | 2,793 | |||||||||||||||||||||||||
| Interest income | 414 | 502 | 1,352 | 1,608 | |||||||||||||||||||||||||
| Other income, net | 687 | 37 | 765 | 79 | |||||||||||||||||||||||||
| Loss from continuing operations before income taxes | (7,126 | ) | (11,920 | ) | (12,915 | ) | (13,249 | ) | |||||||||||||||||||||
| Income tax benefit | 2,749 | 4,653 | 4,983 | 5,180 | |||||||||||||||||||||||||
| Net loss from continuing operations | (4,377 | ) | (7,267 | ) | (7,932 | ) | (8,069 | ) | |||||||||||||||||||||
| Net loss from discontinued operations, net of income tax | |||||||||||||||||||||||||||||
| benefit of $149 and $97, respectively | -- | (233 | ) | -- | (152 | ) | |||||||||||||||||||||||
| NET LOSS | $ | (4,377 | ) | $ | (7,500 | ) | $ | (7,932 | ) | $ | (8,221 | ) | |||||||||||||||||
| LOSS PER COMMON SHARE | |||||||||||||||||||||||||||||
| Net loss per share from continuing operations - diluted | $ | (0.54 | ) | $ | (0.90 | ) | $ | (0.98 | ) | $ | (1.00 | ) | |||||||||||||||||
| Net loss per share from discontinued operations - diluted | -- | (0.03 | ) | -- | (0.02 | ) | |||||||||||||||||||||||
| Net loss per share - diluted | $ | (0.54 | ) | $ | (0.93 | ) | $ | (0.98 | ) | $ | (1.02 | ) | |||||||||||||||||
| Net loss per share from continuing operations - basic | $ | (0.54 | ) | $ | (0.90 | ) | $ | (0.98 | ) | $ | (1.00 | ) | |||||||||||||||||
| Net loss per share from discontinued operations - basic | -- | (0.03 | ) | -- | (0.02 | ) | |||||||||||||||||||||||
| Net loss per share - basic | $ | (0.54 | ) | $ | (0.93 | ) | $ | (0.98 | ) | $ | (1.02 | ) | |||||||||||||||||
| Dividends per share | $ | 0.16 | $ | 0.14 | $ | 0.44 | $ | 0.42 | |||||||||||||||||||||
| Weighted average number of common and common equivalent | |||||||||||||||||||||||||||||
| shares outstanding-diluted | 8,071,830 | 8,044,203 | 8,089,226 | 8,038,874 | |||||||||||||||||||||||||
| Weighted average number of common and common equivalent | |||||||||||||||||||||||||||||
| shares outstanding-basic | 8,071,830 | 8,044,203 | 8,089,226 | 8,038,874 | |||||||||||||||||||||||||
See accompanying notes.
3
CPI CORP.
Interim Condensed Consolidated Statement of Changes in Stockholders' Equity and
Comprehensive Income (Loss)
(Unaudited)
| Forty weeks ended November 8, 2003 | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| thousands, except share and per share data | Common
stock |
Additional paid-in capital |
Retained earnings |
Accumulated other comprehensive income (loss) |
Treasury stock, at cost |
Deferred compensation- restricted stock |
Total | ||||||||||||||||
Balance at February 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 (52,696 shares) | 21 | 757 | -- | -- | -- | -- | 778 | ||||||||||||||||
Comprehensive income (loss): | |||||||||||||||||||||||
| Net loss | -- | -- | (7,932 | ) | -- | -- | -- | ||||||||||||||||
| Foreign currency translation | -- | -- | -- | 1,597 | -- | -- | |||||||||||||||||
| Comprehensive loss | -- | -- | -- | -- | -- | -- | (6,335 | ) | |||||||||||||||
Dividends ($.44 per common share) | -- | -- | (3,557 | ) | -- | -- | -- | (3,557 | ) | ||||||||||||||
Purchase of treasury stock, at cost (54,200 shares) | -- | -- | -- | -- | (935 | ) | -- | (935 | ) | ||||||||||||||
Amortization of deferred compensation - | |||||||||||||||||||||||
| restricted stock | -- | -- | -- | -- | -- | 9 | 9 | ||||||||||||||||
| Balance at November 8, 2003 | $ | 7,336 | $ | 51,968 | $ | 222,533 | ($ 9,106 | ) | ($228,577 | ) | ($11 | ) | $ | 44,143 | |||||||||
See accompanying notes.
4
CPI CORP.
Interim Condensed
Consolidated Statements of Cash Flows
(Unaudited)
| 40 Weeks Ended |
||||||||
|---|---|---|---|---|---|---|---|---|
| thousands |
November 8, 2003 |
November 9, 2002 | ||||||
| Reconciliation of net loss to cash flows provided by | ||||||||
| (used in) operating activities: | ||||||||
| Net loss from continuing operations | $ | (7,932 | ) | $ | (8,069 | ) | ||
| Adjustments for items not requiring cash: | ||||||||
| Depreciation and amortization | 12,791 | 15,893 | ||||||
| Loss on disposition of property, plant and equipment | 112 | 445 | ||||||
| Deferred income taxes | (1,824 | ) | (3,333 | ) | ||||
| Customer deposit liability | 3,881 | 7,631 | ||||||
| Post-closing adjustment on preferred security | -- | 147 | ||||||
| Accrued interest on preferred security | (463 | ) | (652 | ) | ||||
| Impairment loss | -- | 4,436 | ||||||
| Other | (750 | ) | (3,386 | ) | ||||
| (Increase) decrease in current assets: | ||||||||
| Receivables and inventories | (10,382 | ) | (14,928 | ) | ||||
| Refundable income taxes | 623 | (2,182 | ) | |||||
| Prepaid expenses and other current assets | (1,641 | ) | (2,374 | ) | ||||
| Increase in current liabilities: | ||||||||
| Accounts payable, accrued expenses and | ||||||||
| other liabilities | 5,611 | 5,510 | ||||||
| Cash flows provided by (used in) continuing operations | 26 | (862 | ) | |||||
| Cash flows used in discontinued operations | -- | (152 | ) | |||||
| Cash flows provided by (used in) operating activities | $ | 26 | $ | (1,014 | ) | |||
See accompanying notes.
5
CPI CORP.
Interim Condensed Consolidated Statements of Cash Flows (...continued)
(Unaudited)
| 40 Weeks Ended |
||||||||
|---|---|---|---|---|---|---|---|---|
| thousands |
November 8, 2003 |
November 9, 2002 | ||||||
| Cash flows provided by (used in) operating activities | $ | 26 | $ | (1,014 | ) | |||
| Cash flows provided by (used in) financing activities: | ||||||||
| Repayment of long-term obligations | (8,580 | ) | (8,580 | ) | ||||
| Proceeds from borrowings against cash surrender value of life insurance | -- | 1,595 | ||||||
| Issuance of common stock to employee stock plans | ||||||||
| and option exercises | 778 | 1,324 | ||||||
| Cash dividends | (3,557 | ) | (3,372 | ) | ||||
| Purchase of treasury stock | (935 | ) | -- | |||||
| Cash flows used in financing activities: | (12,294 | ) | (9,033 | ) | ||||
| Cash flows provided by (used in) investing activities: | ||||||||
| Additions to property and equipment | (14,663 | ) | (8,499 | ) | ||||
| Redemptions of Preferred Security | 2,500 | 353 | ||||||
| Changes in loan receivable: | ||||||||
| Borrowings | (44,848 | ) | (37,113 | ) | ||||
| Repayments | 39,882 | 33,921 | ||||||
| Purchase of investment securities in Rabbi Trust | (1,337 | ) | (2,544 | ) | ||||
| Proceeds from sale of investment securities in Rabbi Trust | 2,746 | 2,649 | ||||||
| Cash flows used in investing activities | (15,720 | ) | (11,233 | ) | ||||
| Effect of exchange rate changes on cash and cash equivalents | 607 | 68 | ||||||
| Net decrease in cash and cash equivalents | (27,381 | ) | (21,212 | ) | ||||
| Cash and cash equivalents at beginning of period | 57,922 | 46,555 | ||||||
| Cash and cash equivalents at end of period | $ | 30,541 | $ | 25,343 | ||||
| Supplemental cash flow information: | ||||||||
| Interest paid | $ | 1,621 | $ | 1,920 | ||||
| Income taxes paid | $ | 404 | $ | 778 | ||||
See accompanying notes.
6
CPI CORP.
Notes to Interim
Condensed Consolidated Financial Statements
(Unaudited)
NOTE 1 - DESCRIPTION OF BUSINESS AND INTERIM CONDENSED
CONSOLIDATED
FINANCIAL STATEMENTS
The Company operates 1,026 professional portrait studios as of November 8, 2003 throughout the United States, Canada and Puerto Rico under license agreements with Sears, Roebuck and Co. ("Sears"). On August 14, 2003, the Company announced the execution of an amendment to its agreement with Sears eliminating the existing exclusivity provision from that agreement. In return for the removal of the exclusivity provision, the Company, upon certain conditions, has agreed to provide Sears with certain contingent commission adjustments through 2008, the remaining term of the current agreement. (See Note 5 for further information.) 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. Three more studios were opened in Mexico during the Company's second quarter. During the third quarter of 2003, the Company opened eight additional studios in Mexico, bringing the total operating studios to twelve as of November 8, 2003. Four studios are located in City Club locations and eight are in Soriana hypermarkets. In the first quarter of 2003, the Company also launched its mobile photography operations under the name Everyday Expressions® offering mobile photography services to childcare centers in four metropolitan markets. The Company currently offers mobile photography services to childcare centers, youth sports associations and events in twenty-seven markets throughout the United States. 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 November 8, 2003, the related Interim Condensed Consolidated Statements of Operations for the 16 and 40 weeks ended November 8, 2003 and November 9, 2002, the Interim Condensed Consolidated Statement of Changes in Stockholders' Equity and Comprehensive Income (Loss) for the 40 weeks ended November 8, 2003 and the Interim Condensed Consolidated Statements of Cash Flows for the 40 weeks ended November 8, 2003 and November 9, 2002, are unaudited. The interim condensed consolidated 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 ("Prints Plus"), which included the ongoing guarantee of certain operating real estate leases of Prints Plus. As of November 8, 2003, the maximum future obligation to the Company under these guarantees is $11.0 million before any negotiation with landlords or subleasing. Based on scheduled lease payments, the maximum future obligations will decrease an additional $909,000 by the end of fiscal 2003, then by $5.0 million in 2004 and approximately $5.1 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
7
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 November 8, 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.
Prints Plus Financial Covenants
In conjunction with the above-mentioned transaction, the Company received an $11.0 million Preferred Security ("Preferred Security") and provided Prints Plus with a $6.4 million revolving credit facility. The agreements governing both instruments contain certain operating and financial covenants. During the third quarter of 2003, Prints Plus failed to achieve the minimum EBITDA covenant included in the revolving credit facility, as amended, requiring Prints Plus to maintain EBITDA for any consecutive four quarters of not less than $3.0 million. As of November 8, 2003, the Company provided Prints Plus with a waiver on the violation of this covenant.
Based on Prints Plus revised operating forecast for its fiscal year ending July 24, 2004, we expect them to continue to fail to achieve the minimum EBITDA covenant referred to above as well as the fixed charge ratio covenant throughout the remainder of their fiscal year. To address this, the Company has provided Prints Plus with a prospective waiver of the minimum EBITDA and fixed charge ratio covenants through July 24, 2004 as long as they meet or exceed the projected operating results in their revised operating forecast. The achievement of the revised operating forecast should result in Prints Plus being able to continue to meet its obligations, including those to the Company, as they come due. Through the current date, Prints Plus operating performance for its current fiscal year has exceeded its revised operating projections.
In assessing the recoverability of its recorded investment in the Preferred Security and the revolving credit facility, the Company reviews whether events or changes in circumstances indicate that the carrying value of the preferred security and the amount advanced under the revolving line of credit may not be recoverable. This review includes an analysis of the current operating performance of Prints Plus, including the amounts of free cash flow being generated providing for interest and debt service as well as their compliance with all the performance standards included within the covenants of the Preferred Security and revolving line of credit. Based on this review, no valuation allowance is deemed necessary at November 8, 2003.
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, if necessary, litigating the matter in court, in order to collect the amount of the recorded claims. The amount is classified as noncurrent as 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 November 8, 2003, the Company had outstanding standby letters of credit in the principal amount of $7.4 million primarily 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.
8
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 for 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 adoption of these standards did not have a material effect on the Company's financial position, results of operations or cash flows.
NOTE 4 — STOCKHOLDERS’ EQUITY
Dividend Payments
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 third quarter 2003 dividend payment.
Share Repurchase Program
On June 3, 2003, the Board of Directors authorized the Company to repurchase up to 5% of its common shares on the open market from time to time, depending on market conditions. During the third quarter 2003, the Company repurchased 54,200 shares at an average cost of $17.26 per share.
Voluntary Stock Option Plan
On August 14, 2003, the Board of Directors terminated the Company's Voluntary Stock Option Plan. The plan termination includes provisions for the retirement and cancellation of all options authorized under the plan, not previously awarded. The plan originated in 1993 and options were granted under the plan in 1993 and in 1994. As of February 1, 2003, all previously awarded voluntary options had been exercised, had expired or had been cancelled.
NOTE 5 — AMENDED SEARS AGREEMENT
On August 14, 2003, the Company announced the execution of an amendment to its agreement with Sears eliminating the existing exclusivity provision from that agreement. In return for the removal of the exclusivity provision, the Company, upon certain conditions, has agreed to provide Sears with certain commission adjustments (the "Contingent Payments") through 2008, the remaining term of the current agreement.
The Contingent Payments are triggered only if the Company operates more than twenty-four non-Sears portrait studios and the rate of growth in total contractual commissions paid to Sears by the Company under the pre-existing agreement does not exceed Sears' same-store revenue growth rate by specified percentages, up to a maximum of 2%. If both of the above mentioned conditions occur, the Contingent Payments are determined by a formula included in the amendment to the agreement, however, in no event shall such payments exceed $2.5 million annually or $7.5 million cumulatively over the remaining five-year term of the agreement.
9
NOTE 6 — KNIGHTSPOINT GROUP CONSENT SOLICITATION
On November 6, 2003, Knightspoint Partners I, L.P. and other entities participating with them ("Knightspoint Group") filed with the
SEC preliminary consent materials relating to the Knightspoint Group's commencement of a solicitation of the Company's stockholders.
The purpose of the solicitation is to, among other things, remove seven of the nine members of the Company's Board of Directors,
decrease the size of the Board to eight directors and elect six Knightspoint Group nominees to the Board. On November 24 and
December 10, 2003, the Knightspoint Group filed with the SEC amended preliminary consent solicitation materials.
On November 26, 2003, CPI Corp. filed with the SEC preliminary proxy materials relating to the Board of Directors' opposition to the Knightspoint Group's
consent solicitation. CPI's materials stated that its Board of Directors unanimously opposes the Knightspoint Group's consent
solicitation and recommends that its stockholders not provide their consent to the Knightspoint Group's proposals, and should revoke
any such consents that might have been given. On December 12, 2003, the Company filed with the SEC amended preliminary proxy
materials relating to the Board of Directors' opposition to the Knightspoint Group's consent solicitation.
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 third fiscal quarters of 2003 and 2002, both of which consisted of sixteen weeks, and the first three quarters of 2003 and 2002, both of which consisted of forty weeks, ended November 8, 2003 and November 9, 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 third quarter 2003 and third quarter 2002 or first three quarters of 2003 and first three quarters of 2002 will mean the third fiscal quarter or first three quarters of 2003 and 2002, respectively.
The Company operates 1,026 professional portrait studios as of November 8, 2003 throughout the United States, Canada and Puerto Rico under license agreements with Sears, Roebuck and Co. ("Sears"). On August 14, 2003, the Company announced the execution of an amendment to its agreement with Sears eliminating the existing exclusivity provision from that agreement. As more fully described in Note 5 to the interim condensed consolidated financial statements, in return for the removal of the exclusivity provision, the Company, upon certain conditions, has agreed to provide Sears with certain contingent commission adjustments through 2008, the remaining term of the current agreement. 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. Three more studios were opened in Mexico during the Company's second quarter. During the third quarter of 2003, the Company opened eight additional studios in Mexico, bringing the total operating studios to twelve as of November 8, 2003. Four studios are located in City Club locations and eight are in Soriana hypermarkets. The Company currently plans to have seventeen fully operational studios 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® offering mobile photography services to childcare centers in four metropolitan markets. The Company currently offers mobile photography services to childcare centers, youth sports associations and events in twenty-seven markets throughout the United States. 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 other products.
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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.
| 16 Weeks Ended |
40 Weeks Ended |
|||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| November 8, 2003 |
November 9, 2002 |
Change Increase (Decrease) |
November 8, 2003 |
November 9, 2002 |
Change Increase (Decrease) | |||||||||||||||
| Studio sittings: | ||||||||||||||||||||
| Custom | 836,019 | 791,338 | 5.6% | 1,940,098 | 1,937,084 | 0.2% | ||||||||||||||
| Package | 446,489 | 535,331 | -16.6% | 1,135,143 | 1,332,874 | -14.8% | ||||||||||||||
| 1,282,508 | 1,326,669 | -3.3% | 3,075,241 | 3,269,958 | -6.0% | |||||||||||||||
| Studio average sales per customer sitting: |
||||||||||||||||||||
| Custom | $ 72.20 | $ 71.42 | 1.1% | $ 75.20 | $ 70.67 | 6.4% | ||||||||||||||
| Package | $ 44.70 | $ 45.44 | -1.6% | $ 44.87 | $ 45.66 | -1.7% | ||||||||||||||
| Overall | $ 62.63 | $ 60.94 | 2.8% | $ 64.00 | $ 60.47 | 5.8% | ||||||||||||||
16 weeks ended November 8, 2003 compared to 16 weeks ended November 9, 2002
Net sales were $81.6 million in the third quarter of 2003 compared with $81.1 million in the third quarter of 2002.
| During the third quarter of 2003, sittings were 1,283,000, a decrease of approximately 3% from the 1,327,000 sittings generated in 2002. The rate of decline in sittings slowed compared to the percentage declines experienced earlier in the year. The decrease is primarily attributable to the continuing impact of competitive pressures, including increases in the number of competitors' locations. The average sale per customer sitting in the third quarter of 2003 was $62.63 or approximately 3% higher than the $60.94 realized in the third quarter of 2002. The increase in average sales per customer sitting resulted from: |
| o | The continuing strong sales performance related to the Company’s March 2003 domestic-wide rollout of digitally enhanced products referred to as Portrait Creations ®. |
| o | The Company’s continuing success in converting more of its customers to the higher value custom offer. |
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Costs and expenses were $89.0 million for the 16 weeks ended November 8, 2003, a decrease of $3.5 million from the $92.5 million reported for the comparable prior year period.
| Losses from operations for the third quarter of 2003 were $7.4 million compared to an $11.4 million loss recorded in the comparable quarter of the prior year. These losses included other charges and impairments of $480,000 in 2003 related to professional services costs incurred in conjunction with the filing of Form 13-D and subsequent proxy consent solicitation materials by a small group of minority shareholders and $4.8 million in 2002 related to impairment charges and an executive retirement. Losses from operations were also impacted by a $2.1 million increase in selling, general and administrative expenses only partially offset by the $481,000 increase in reported sales, a $475,000 decline in cost of sales and a $846,000 decline in depreciation expense. The increase in selling, general and administrative expenses was attributable to $3.3 million of costs, in advance of increased levels of sales expected in the Company's fourth quarter, associated with the Company's new ventures, its Mexican studio operations and mobile photography. Exclusive of these new venture costs, Sears Portrait Studios and corporate selling, general and administrative expenses actually declined $1.2 million. The principal reasons for the decline were decreased advertising costs of $2.7 million, partially offset by $1.4 million of increased costs related to travel, telephone, freight and pensions. The decrease in advertising expense was principally attributable to the elimination of previously planned television advertising and was a planned response to bring total advertising expense as a percentage of sales back into line with a lower level of sales than originally planned. The decrease in cost of sales is primarily attributable to the receipt of more favorable terms on a major supply contract. The decrease in depreciation expense continues a recent trend that resulted from certain assets becoming fully depreciated in the second quarter of 2002. |
Interest expense decreased $216,000 for the third quarter of 2003 to $808,000 from $1.0 million recorded in the third quarter of 2002. The reduction in interest expense is primarily a result of a scheduled principal payment made in June 2003 to reduce the outstanding balance of the Senior Notes. The principal due on these notes at the end of the third quarter was $34.2 million down from $42.7 million at the end of the third quarter of 2002.
Interest income was $414,000 in the third quarter of 2003, as compared to $502,000 recorded in the third quarter of 2002. The decrease in interest income is principally due to the impact of declining interest rates during the third quarter of 2003.
Income tax benefit as a percentage of income before taxes was 38.6% for the third quarter of 2003 and 39.0% for the comparable period in 2002.
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40 weeks ended November 8, 2003 compared to 40 weeks ended November 9, 2002
Net sales were $198.9 million in the first three quarters of 2003 compared with $198.2 million in the first three quarters of 2002.
| Total net sales for the first three quarters of 2003 were $198.9 million, an increase of $669,000 from the $198.2 million recorded in 2002, as an approximate 6% increase in average sales per customer sitting from $60.47 to $64.00 offset an approximate 6% decrease in sittings from 3,270,000 to 3,075,000. The decrease in sittings is primarily attributable to continuing impact of competitive pressures, including increases in the number of competitiors' locations. The increase in average sales per customer sitting resulted from : |
| o | The continuing strong sales performance related to the Company’s March 2003 domestic-wide rollout of digitally enhanced products referred to as Portrait Creations ®. |
| o | The Company’s continuing success in converting more of its customers to the higher value custom offer. |
Costs and expenses were $211.7 million for the 40 weeks ended November 8, 2003, an increase of $1.3 million from the $210.4 million reported for the comparable prior year period.
| Losses from operations for the first three quarters of 2003 were $12.7 million compared to a $12.1 million loss in the comparable first three quarters of the prior year. The loss from operations in the first three quarters of 2003 included $480,000 of other charges and impairments related to professional services costs incurred in conjunction with the filing of Form 13-D and subsequent proxy consent solicitation materials by a small group of minority shareholders. Operating results in the comparable prior year period were significantly impacted by the $4.8 million in other charges and impairments primarily related to the write-off or write-down of certain previously capitalized technology development costs. In addition to the change in other charges and impairments, losses from operations during the first three quarters in 2003 were impacted by a $9.9 million increase in selling, general and administrative expenses only partially offset by a $669,000 increase in net sales, a $1.2 million decrease in cost of sales and a $3.1 million decrease in depreciation expense. |
| The increase in selling, general and administrative expenses was primarily attributable to increases in studio employment costs of $2.3 million, as well as $5.1 million in costs associated with the commencement of the mobile photography and Mexican studio operations. The increase in studio employment expenses was largely attributable to annual wage rate increases and increased hours to support the studio-wide rollout of digitally enhanced products in the first quarter of 2003. An additional $2.5 million related to various increases in other selling, general and administrative expenses including studio supplies, travel and meeting expense, pension expense and administrative salaries, offset by decreases in collection expense and advertising costs. The decrease in cost of sales primarily resulted from reduced sitting levels and the reduced consumption of photographic paper as a result of the Company's second quarter 2002 decision to begin selling the proof sheets previously provided free of charge as part of the custom offer. In addition, during the third quarter of 2003, the Company received more favorable terms on a major supply contract. These savings were partially ofsett by increased costs associated with producing the new digitally enhanced product referred to as Portrait Creations®. |
Interest expense decreased $500,000 for the first three quarters of 2003 to $2.3 million from $2.8 million recorded in the first three quarters of 2002. The reduction in interest expense is primarily a result of a scheduled principal payment made in June 2003 to reduce the outstanding balance of the Senior Notes. The principal due on these notes at the end of the first three quarters was $34.2 million down from $42.7 million at the end of the first three quarters of 2002.
Interest income was $1.4 million in the first three quarters of 2003, as compared to $1.6 million recorded in the first three quarters of 2002. The decrease in interest income is principally due to declining interest rates during the first three quarters of 2003.
Income tax benefit as a percentage of income before taxes was 38.6% for 2003 and 39.1% for the comparable period in 2002.
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LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL CONDITION
Analysis of Financial Condition
As of November 8, 2003, the Company’s current assets exceeded current liabilities by $3.0 million.
Net cash provided by operating activities in the first three quarters of 2003 increased $1.0 million to $26,000 from $1.0 million used in operating activities in the first three quarters of 2002.
Net cash used in financing activities increased $3.3 million to $12.3 million in the first three quarters of 2003 as compared to $9.0 million in the first three quarters of 2002. The increase resulted from the reduced issuance of common stock to employee stock plans of $546,000 and the purchase of treasury stock of $935,000 in the first three quarters of 2003. The first three quarters of 2002 also reflected $1.6 million in proceeds from borrowings against cash surrender value of life insurance with no corresponding proceeds in 2003.
Net cash used in investing activities totaled $15.7 million in the first three quarters of 2003 compared to $11.2 million in the first three quarters of 2002. The $4.5 million increase was due principally to higher capital expenditures and an increase 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 $17.0 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 its third quarter 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 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 adoption of these standards did not have a material effect on the Company's financial position, results of operations or cash flows.
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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 Reform 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 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 1, 2003.
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 is also minimal, as these operations constitute 11.5% of the Company's total assets at November 8, 2003 and 7.5% and 7.0% of the Company's total sales for the sixteen weeks and forty weeks then ended, respectively.
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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 as of the end of the period reported. 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 November 8, 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.
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PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
An Exhibit Index has been filed as part of this Report on Page E-1.
b. Reports on Form 8-K.
| On August 8, 2003, CPI Corp. filed an 8-K Current Report on the issuance of a press release dated August 4, 2003 announcing the declaration of a third quarter cash dividend. |
| On August 15, 2003, CPI Corp. filed an 8-K Current Report on the issuance of a press release dated August 14, 2003 announcing second quarter FY 2003 results. |
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CPI CORP.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CPI Corp. (Registrant) | ||
|---|---|---|
| By: | /s/ Gary W. Douglass
| |
| Gary W. Douglass Executive Vice President, Finance and Chief Financial Officer (Principal Financial Officer) |
| By: | /s/ Kimberly A. LaBelle
| |
|
Kimberly A. LaBelle Vice President, Corporate Controller (Principal Accounting Officer) |
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CPI CORP.
E-1
EXHIBIT INDEX
| Exhibit No.
|
||
|---|---|---|
|
10.70 11.1 11.2 31.1 31.2 32.1 32.2 |
Eighth Amendment to Sears License Agreement Computation of Per Share Earnings - Diluted - for the 16 and 40 weeks ended November 8, 2003 and November 9, 2002. Computation of Per Share Earnings - Basic - for the 16 and 40 weeks ended November 8, 2003 and November 9, 2002. Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). |
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