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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(MARK ONE) 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 AUGUST 10, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____ to ______
Commission file number: 0-50158
FRANK'S NURSERY & CRAFTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 47-0863558
(State of Incorporation) (IRS Employer Identification No.)
580 KIRTS BLVD., SUITE 300
TROY, MICHIGAN 48084
(Address of Principal Executive Offices) (Zip Code)
(248) 712-7000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [ X ] No [ ]
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes [ X ] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [ X ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at September 24, 2003
COMMON STOCK $.001 PAR VALUE 13,919,459
FRANK'S NURSERY & CRAFTS, INC.
INDEX
PART I - FINANCIAL INFORMATION PAGE NO.
Item 1. Financial Statements:
Balance Sheets as of August 10, 2003 (Unaudited), August 11, 2002
(Unaudited), and January 26, 2003 3
Statements of Earnings for the twelve weeks ended August 10, 2003
(Unaudited) and the twelve weeks ended August 11, 2002 (Unaudited) 4
Statements of Earnings for the twenty-eight weeks ended August 10,
2003 (Unaudited), the twelve weeks ended August 11, 2002
(Unaudited), and the sixteen weeks ended May 19, 2002 5
Statements of Shareholders' Equity (Deficit) for the the sixteen
weeks ended May 19, 2002, the thirty-six weeks ended January 26,
2003, and the twenty-eight weeks ended August 10, 2003 (Unaudited) 6
Statements of Cash Flows for the twenty-eight weeks ended August
10, 2003 (Unaudited), the twelve weeks ended August 11, 2002
(Unaudited), and the sixteen weeks ended May 19, 2002 7
Notes to Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 11
Item 3 Quantitative and Qualitative Disclosures about Market Risk 14
Item 4 Controls and Procedures 15
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 16
Item 6. Exhibits and Reports on Form 8-K 17
SIGNATURE 18
CERTIFICATIONS 19
2
FRANK'S NURSERY & CRAFTS, INC.
BALANCE SHEETS
(in thousands, except for par value)
August 10, August 11, January 26,
2003 2002 2003
--------- --------- ---------
ASSETS (Unaudited) (Unaudited)
Current assets:
Cash and cash equivalents $ 2,675 $ 3,375 $ 3,068
Marketable securities 1,052 2,029 1,030
Accounts receivable, net 457 1,776 1,218
Merchandise inventory 61,323 41,737 39,050
Assets to be disposed of -- 3,047 200
Prepaid expenses and other current assets 5,701 5,571 4,173
--------- --------- ---------
Total current assets 71,208 57,535 48,739
Property, plant and equipment, net 55,509 54,234 55,126
Other assets and deferred charges 3,848 3,737 3,616
--------- --------- ---------
Total assets $ 130,565 $ 115,506 $ 107,481
========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 24,658 $ 16,990 $ 18,009
Accrued expenses 19,189 19,392 16,402
Accrued expense payables pre-petition 1,417 1,000 1,902
Revolving credit facility 11,370 -- --
Revolving credit facility - related party 13,000 -- 15,250
Current portion of long term debt 1,684 2,521 1,685
--------- --------- ---------
Total current liabilities 71,318 39,903 53,248
Long-term debt:
Senior debt, less current portion 24,427 26,118 24,730
Term Loan - related party, net of unamortized discount 17,177 17,120 16,323
--------- --------- ---------
Total long-term debt 41,604 43,238 41,053
Other liabilities 3,807 3,474 3,334
Shareholders' equity:
Preferred stock $.001 par value, -- -- --
10,000,000 shares authorized, none issued
Common stock $.001 par value, 20 20 20
50,000,000 shares authorized, 13,919,459 shares
issued and outstanding and 6,080,541 shares
to be issued
Additional paid-in-capital 27,457 26,100 27,457
Accumulated deficit (13,641) 2,771 (17,631)
--------- --------- ---------
Total shareholders' equity 13,836 28,891 9,846
--------- --------- ---------
Total liabilities and shareholders' equity $ 130,565 $ 115,506 $ 107,481
========= ========= =========
See accompanying notes to financial statements.
3
FRANK'S NURSERY & CRAFTS, INC.
STATEMENTS OF EARNINGS (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Twelve Weeks Twelve Weeks
Ended Ended
August 10, August 11,
2003 2002
-------- --------
NET SALES $ 91,388 $ 89,070
OPERATING COSTS AND EXPENSES:
Cost of goods sold, including buying and occupancy 65,665 64,646
Selling, general, and administrative 20,352 20,746
Restructuring charges 893 (603)
-------- --------
Total operating costs and expenses 86,910 84,789
INCOME FROM OPERATIONS 4,478 4,281
OTHER INCOME (EXPENSE):
Interest expense and amortization of debt costs (1,656) (1,586)
Sundry income 133 76
-------- --------
Total other expense (1,523) (1,510)
INCOME BEFORE INCOME TAXES 2,955 2,771
INCOME TAX EXPENSE -- --
-------- --------
NET EARNINGS $ 2,955 $ 2,771
======== ========
EARNINGS PER SHARE - BASIC AND DILUTED $ 0.15 $ 0.14
======== ========
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC 20,000 20,000
======== ========
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED 20,256 20,000
======== ========
See accompanying notes to financial statements.
4
FRANK'S NURSERY & CRAFTS, INC.
STATEMENTS OF EARNINGS (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Twenty-eight Twelve Weeks Sixteen Weeks
Weeks Ended Ended Ended
August 10, August 11, May 19,
2003 2002 2002
--------- --------- ---------
(Successor) (Successor) (Predecessor)
(Restated) (1)
NET SALES $ 208,040 $ 89,070 $ 110,992
OPERATING COSTS AND EXPENSES:
Cost of goods sold, including buying and occupancy 146,954 64,646 80,756
Selling, general, and administrative 51,832 20,746 31,490
Restructuring charges 893 (603) 21,839
--------- --------- ---------
Total operating costs and expenses 199,679 84,789 134,085
INCOME (LOSS) FROM OPERATIONS 8,361 4,281 (23,093)
OTHER INCOME (EXPENSES):
Interest expense (contractual interest of $6,210 for the sixteen weeks (4,624) (1,586) (2,583)
ended May 19, 2002) and amortization of debt costs
Sundry income 253 76 118
--------- --------- ---------
Total other expenses (4,371) (1,510) (2,465)
INCOME (LOSS) BEFORE REORGANIZATION ITEMS AND INCOME TAXES 3,990 2,771 (25,558)
REORGANIZATION ITEMS:
Gain on cancellation of pre-petition liabilities -- -- 184,954
Fresh start adjustments -- -- 324
Extinguishment of debt -- -- (1,439)
--------- --------- ---------
Total reorganization items -- -- 183,839
INCOME TAX EXPENSE -- -- --
--------- --------- ---------
NET EARNINGS $ 3,990 $ 2,771 $ 158,281
========= ========= =========
EARNINGS PER SHARE - BASIC AND DILUTED $ 0.20 $ 0.14
========= =========
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC 20,000 20,000
========= =========
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED 20,109 20,000
========= =========
(1) The sixteen weeks ended May 19, 2002 have been restated to reflect a
reorganization item for extinguishment of debt of $1,439 belonging to the
Predecessor.
See accompanying notes to financial statements.
5
FRANK'S NURSERY & CRAFTS, INC.
STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT) (UNAUDITED)
SIXTEEN WEEKS ENDED MAY 19, 2002, THIRTY-SIX WEEKS ENDED JANUARY 26, 2003, AND
TWENTY-EIGHT WEEKS ENDED AUGUST 10, 2003
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE DATA)
Common Stock Additional Accumulated Net Total
Number Par Paid-in Deficit Parent Shareholders'
of Shares Value Capital Investment Equity
(Deficit)
----------- -------- --------- --------- ---------- ---------
Predecessor:
Balance at January 27, 2002 1,000 $ 1 $ 165,999 $(280,112) $ 16,117 $ (97,995)
Net loss excluding plan of
reorganization and fresh start adjustments (25,558) (25,558)
Effect of plan of reorganization and fresh
start adjustments:
Cancellation of old common stock (1,000) (1) (165,999) (166,000)
New common stock 20,000,000 20 22,980 23,000
Cancellation of net parent investment (16,117) (16,117)
Extinguishment of debt (1,439) (1,439)
Other fresh start adjustments 307,109 307,109
Successor:
----------- -------- --------- --------- ---------- ---------
Balance at May 20, 2002 20,000,000 20 22,980 0 0 23,000
Issuance of 10,869,565 warrants in connection
with Term Loan debt
4,436 4,436
Expense for stock options issued 41 41
Net loss (17,631) (17,631)
----------- -------- --------- --------- ---------- ---------
Balance at January 26, 2003 20,000,000 20 27,457 (17,631) 0 9,846
Net earnings 3,990 3,990
----------- -------- --------- --------- ---------- ---------
Balance at August 10, 2003 20,000,000(1) $ 20 $ 27,457 $ (13,641) $ 0 $ 13,836
=========== ======== ========= ========= ========== =========
(1) 13,919,459 shares issued and 6,080,541 to be issued.
See accompanying notes to financial statements.
6
FRANK'S NURSERY & CRAFTS, INC
STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
Twenty-eight Twelve Weeks Sixteen Weeks
Weeks Ended Ended Ended
August 10, August 11, May 19,
2003 2002 2002
------------- ------------- --------------
(Successor) (Successor) (Predecessor)
Restated (1)
OPERATING ACTIVITIES:
Net earnings $ 3,990 $ 2,771 $ 158,281
Adjustments to reconcile net income to net cash
provided (used in) by operating activities:
Depreciation 1,693 1,602 4,900
Amortization of debt costs and warrants 1,172 333 632
Non cash portion of restructuring and other related charges 893 (603) 17,572
Debt issue costs 1,079
Gain on cancellation of pre-petition liabilities (184,991)
Fresh start adjustments (324)
Other 146 (56) (939)
------------- ------------- --------------
7,894 4,047 (3,790)
Changes in assets and liabilities, net of effects of fresh start adjustments and
gain on cancellation of pre-petition liabilities:
Marketable securities (22) (1,028) (9)
Notes receivable 1,631
Accounts receivable 761 144 885
Inventory (22,273) 19,888 (23,996)
Prepaid expenses (1,528) 82 1,405
Other non current assets (550) (1,327) (349)
Accounts payable 6,649 (27,990) 36,121
Accrued expenses 1,409 (9,749) 7,603
------------- ------------- --------------
Net cash (used in) provided by operating activities (7,660) (15,933) 19,501
------------- ------------- --------------
INVESTING ACTIVITIES:
Additions to property, plant, and equipment (1,040) (1,171) (605)
Net proceeds from asset sales 240 4,053 2,566
------------- ------------- --------------
Net cash (used in) provided by investing activities (800) 2,882 1,961
------------- ------------- --------------
FINANCING ACTIVITIES:
Increase (decrease) in revolving credit facility (net) 11,370 (13,647) (10,650)
Payment of long-term debt and capital leases (1,053) (426) (2,183)
Borrowings under term loan 20,000
Decrease in notes payable (net) (2,250)
------------- ------------- --------------
Net cash provided by (used in) financing activities 8,067 5,927 (12,833)
------------- ------------- --------------
Net change in cash and cash equivalents (393) (7,124) 8,629
Cash and cash equivalents at beginning of period 3,068 10,499 1,870
------------- ------------- --------------
Cash and cash equivalents at end of period $ 2,675 $ 3,375 $ 10,499
============= ============= ==============
(1) The sixteen weeks ended May 19, 2002 have been restated to reflect a
reorganization item for extinguishment of debt of $1,439 belonging to the
Predecessor.
Supplemental disclosure of non cash financing information:
Capital lease additions of $749 for the twenty-eight weeks ended August 10, 2003. Fair value adjustments of assets due to
fresh start accounting of $36,171 for the sixteen weeks ended May 19, 2002.
Cash paid for interest $ 2,848 $ 3,252 $ 933
============= ============= ==============
See accompanying notes to financial statements.
7
FRANK'S NURSERY & CRAFTS, INC.
(UNAUDITED)
NOTES TO FINANCIAL STATEMENTS
(TABLES IN THOUSANDS, EXCEPT PER SHARE DATA)
(1) GENERAL
Frank's Nursery & Crafts, Inc., a Delaware corporation ("Frank's" or the
"Company"), operates the largest chain (as measured by sales) in the United
States of specialty retail stores devoted to the sale of lawn and garden
products. Frank's also is a leading retailer of indoor garden products and
accessories, including silk floral arrangements, as well as Christmas decor
merchandise.
CHAPTER 11 PROCEEDINGS AND REORGANIZATION
On February 19, 2001 (the "Petition Date"), Frank's Nursery & Crafts, Inc., a
Michigan corporation ("Old Frank's"), and FNC Holdings Inc. ("Holdings"), the
sole shareholder of Old Frank's, (collectively with Old Frank's, the "Debtors"),
filed voluntary petitions for reorganization under chapter 11 of the United
States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy
Court for the District of Maryland (the "Bankruptcy Court"). The chapter 11
cases for the Debtors (the "Chapter 11 Cases") were jointly administered for
procedural purposes. From the Petition Date until May 19, 2002, the Debtors
operated their businesses as debtors-in-possession pursuant to the Bankruptcy
Code. On May 7, 2002, the Bankruptcy Court confirmed the Debtors' Second Amended
Joint Plan of Reorganization, with certain modifications (as so modified, the
"Plan"). On May 20, 2002 (the "Effective Date"), the Plan became effective and
the Debtors successfully emerged from their chapter 11 bankruptcy proceedings.
Pursuant to the Plan, the following transactions were completed on or about the
Effective Date:
- - all of Old Frank's and Holdings issued and outstanding common stock was
cancelled;
- - Old Frank's merged with and into Holdings, and then changed its name to
Frank's which was reincorporated in Delaware (the "Merger");
- - certain indebtedness of the Debtors was cancelled in exchange for cash
and/or common stock, par value $.001 per share, of Frank's ("Common
Stock"), the first installment of which was issued on September 12, 2002;
- - executory contracts or unexpired leases to which any Debtor was a party
were assumed, or rejected;
- - members of the board of directors and officers of Frank's were elected or
appointed and began serving their respective terms; and
- - the overall corporate structure was simplified through the dissolution or
merger with all of Old Frank's and Holdings subsidiaries.
In addition, the Debtors' mortgage lenders determined, and the bankruptcy court
found, that there was sufficient security to support the Company's refinanced
mortgages.
On the Effective Date, 50,000,000 shares of Common Stock were authorized and (a)
20,000,000 shares of Common Stock were reserved for distribution in respect of
claims against the Debtors, (b) 913,044 shares of Common Stock were reserved for
issuance of warrants to purchase shares of common Stock ("Warrants") at an
exercise price of $1.38 for the old equity holders of Holdings, (c) 3,652,174
shares of Common Stock were reserved for a new stock option plan, which was
implemented in accordance with the Plan and (d) 5,869,565 shares of Common Stock
were reserved for the conversion rights of Kimco Capital Corporation and its
affiliates ("Kimco") as part of the exit financing. In addition, on the
Effective Date, Frank's entered into a three-year $50 million secured revolving
credit facility, that includes $25 million for letters of credit, with Congress
Financial Corporation as agent for a syndicate of lenders and a $30 million term
and revolving loan with Kimco.
BASIS OF PRESENTATION
The Company emerged from Chapter 11 bankruptcy proceedings on May 20, 2002,
which for financial reporting purposes, the Company deemed the effective date of
the Plan. Fresh start reporting was implemented as of May 20, 2002, and
accordingly, at such date all assets and liabilities were restated to reflect
their respective fair values. For financial reporting purposes, references to
"Predecessor" refer to the Company's predecessors on and prior to May 20, 2002,
and references to "Successor" refer to the Company on and after May 20, 2002,
after giving effect to the implementation of fresh start reporting. Successor
financial statements are not comparable to Predecessor financial statements.
8
The accompanying financial statements that contain the sixteen weeks ended May
19, 2002 (Predecessor) have been presented in accordance with SOP 90-7,
"Financial Reporting by Entities in Reorganization under the Bankruptcy Code"
and assumed that the Debtors would continue as a going concern.
Pursuant to SOP 90-7, professional fees and other costs associated with the
Chapter 11 Cases were expensed as incurred and reported as restructuring items.
Interest expense was reported only to the extent that it was expected to be paid
following the Chapter 11 Cases.
The accompanying unaudited financial statements include all adjustments,
consisting only of normal, recurring adjustments and accruals, which are, in the
opinion of management, necessary for fair presentation of the results of
operations and financial position. Results of operations for interim periods may
not be indicative of future results. The unaudited financial statements should
be read in conjunction with the audited financial statements included in Frank's
Annual Report on Form 10-K, as filed with the Securities and Exchange Commission
for the fiscal year ended January 26, 2003.
(2) RECLASSIFICATIONS
Certain amounts reported in previous periods have been reclassified to conform
to the 2003 presentation.
(3) EARNINGS PER SHARE
Basic earnings per share is computed by dividing net earnings on common shares
by the weighted average number of common shares outstanding during each period.
For purposes of the per share calculation, 20,000,000 shares were used which
represent 13,919,459 shares outstanding and 6,080,541 shares to be issued.
Diluted earnings per share reflects per share amounts that would have resulted
if dilutive potential common stock had been converted to common stock. For the
2003 second quarter, there were 255,537 dilutive incremental shares that were
outstanding under the 2002 Stock Option Plan or the warrant agreements. For the
twenty-eight weeks ended August 10, 2003, there were 108,774 dilutive
incremental shares that were outstanding under the 2002 Stock Option Plan or the
warrant agreements.
(4) STOCK OPTIONS
The Company accounts for stock-based compensation issued to its employees and
non-employee directors in accordance with APB Opinion No. 25, "Accounting for
Stock Issued to Employees", and related Interpretations. Accordingly, the
Company has adopted the "disclosure only" provisions of SFAS No. 148,
"Accounting for Stock-Based Compensation -- Transition and Disclosure". SFAS No.
148 provides alternative methods of transition for a voluntary change to the
fair value method of accounting for stock-based employee compensation. In
addition, SFAS No. 148 requires new prominent disclosures in both annual and
interim financial statements about the method of accounting for stock-based
employee compensation and the effect of the method used on reported results.
For SFAS No. 148 purposes, the fair value of each option granted under the
Company's stock option plan is estimated as of the date of grant using the
Black-Scholes option-pricing model with the following weighted average
assumptions: expected dividend yield of 0%; stock price volatility of 50%; risk
free interest rates ranging from 2.86% to 3.07%; and an expected option term of
5 years.
If the Company had elected to recognize the compensation cost of its stock
option plan based on the fair value method of accounting, net income and net
income per share for the twelve and twenty-eight weeks ended August 10, 2003
would have been decreased to the pro forma amounts below:
9
Twelve Weeks Twenty-eight Weeks
Ended Ended
August 10, 2003 August 10, 2003
--------------- ---------------
Net earnings, as reported $ 2,955 $ 3,990
Total stock-based compensation expense determined (127) (297)
under the fair value method --------------- ---------------
Pro forma net earnings $ 2,828 $ 3,693
=============== ===============
Weighted average number of shares 20,000 20,000
outstanding - basic
Weighted average number of shares 20,256 20,109
outstanding - diluted
Basic and diluted earnings per share:
As reported - basic $ 0.15 $ 0.20
=============== ===============
As reported - diluted $ 0.15 $ 0.20
=============== ===============
Pro forma - basic $ 0.14 $ 0.18
=============== ===============
Pro forma - diluted $ 0.14 $ 0.18
=============== ===============
(5) RESTRUCTURING
During the fourth fiscal quarter ended January 26, 2003 and the second fiscal
quarter ended August 10, 2003, the Company implemented two corporate overhead
restructuring initiatives to improve efficiency and reduce costs at its
corporate headquarters. Additionally, during the fiscal second quarter of 2003,
the Company announced the closure of the Harrisburg, PA warehouse. As a result,
the Company recorded non-recurring charges for workforce reductions of $0.7
million during 2002 and $0.9 million during the fiscal second quarter of 2003.
For the fiscal year ended January 26, 2003, the Company recorded restructuring
charges based on Emerging Issues Task Force ("EITF") 94-3, "LIABILITY
RECOGNITION FOR CERTAIN EMPLOYEE TERMINATION BENEFITS AND OTHER COSTS TO EXIT AN
ACTIVITY (INCLUDING CERTAIN COSTS INCURRED IN A RESTRUCTURING)." For the fiscal
quarter ended August 10, 2003, the Company records restructuring charges based
on Financial Accounting Standards Board ("FASB") No. 146, "ACCOUNTING FOR COSTS
ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES."
Reconciliation of the restructuring liability, as of August 10, 2003, is as
follows:
Balance at 2003 2003 2003 Ending Balance at
January 26, 2003 Charges Payments Adjustments August 10, 2003
---------------------------------------------------------------------------------------------
Employee separation costs (a) 747 893 (558) - 1,082
=============================================================================================
(a) Of the planned downsizing of 58 positions, 23 reductions had been
implemented as of August 10, 2003.
The Company expects that substantially all remaining payments will be made
within the next twelve months.
(6) RECENTLY ISSUED OR ADOPTED ACCOUNTING STANDARDS
In January 2003, the FASB issued FASB Interpretation 46, "Consolidation of
Variable Interest Entities" ("FIN 46"). FIN 46 clarifies the application of
Accounting Research Bulletin 51, "Consolidated Financial Statements," for
certain entities that do not have sufficient equity at risk for the entity to
finance its activities without additional subordinated financial support from
other parties or in which equity investors do not have the characteristics of a
controlling financial interest ("variable interest entities"). Variable interest
entities within the scope of FIN 46 will be required to be consolidated by their
primary beneficiary. The primary beneficiary of a variable interest entity is
determined to be the party that absorbs a majority of the entity's expected
losses, receives a majority of its expected returns, or both. FIN 46 applies
immediately to variable interest entities created after January 31, 2003, and to
variable interest entities in which an enterprise obtains an interest after that
date. It applies in the first fiscal year or interim period beginning after June
15, 2003, to variable interest entities in which an enterprise holds a variable
interest that it acquired before February 1, 2003. FIN 46 is effective for the
Company in the fiscal quarter ending November 2, 2003. The adoption of FIN 46 is
being evaluated to determine what impact, if any, the adoption of the provisions
will have on the Company's financial condition or results of operations.
10
In July 2001, the FASB issued SFAS No. 141, "Business Combinations" and SFAS No.
142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires that the
purchase method of accounting be used for all business combinations completed
after June 30, 2001, and specifies criteria for the recognition and reporting of
intangible assets apart from goodwill. SFAS No. 142 requires that goodwill and
intangible assets with indefinite useful lives no longer be amortized, but
instead tested for impairment at least annually. Intangible assets with definite
useful lives will be amortized over such lives to their estimated residual
values. SFAS No. 142 was adopted as of May 19, 2002. As a result of the chapter
11 bankruptcy proceedings and the write-off of goodwill in the fiscal year ended
January 27, 2002, the adoption of SFAS No. 141 and SFAS No.142 by the Company in
the twenty-eight weeks ended August 11, 2002 had no impact on the Company's
earnings.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some circumstances). This statement is effective
for financial instruments entered into or modified after May 31, 2003, and
otherwise is effective at the beginning of the first interim period beginning
after June 15, 2003. The adoption of SFAS No. 150 is being evaluated by the
Company to determine what impact, if any the adoption of the provisions will
have on the Company's financial condition or results of operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the unaudited
financial statements and notes thereto included elsewhere in this Quarterly
Report, and with the audited financial statements and notes thereto included in
the Company's Annual Report on Form 10-K as filed with the Securities and
Exchange Commission for the fiscal year ended January 26, 2003, as amended.
FRESH START REPORTING AND FACTORS AFFECTING COMPARABILITY OF FINANCIAL
INFORMATION
The Company emerged from Chapter 11 bankruptcy proceedings on May 20,
2002, which for financial reporting purposes, the Company deemed the effective
date of the plan of reorganization. Fresh start reporting was implemented as of
May 20, 2002, and accordingly, at such date all assets and liabilities were
restated to reflect their respective fair values. For financial reporting
purposes, references to "Predecessor" refer to the Company's predecessors on and
prior to May 20, 2002, and references to "Successor" refer to the Company on and
after May 20, 2002, after giving effect to the implementation of fresh start
reporting. Successor financial statements are not comparable to Predecessor
financial statements.
RESULTS OF OPERATIONS
The following table shows the 2002 periods in comparison to the corresponding
2003 periods (dollars in thousands).
11
Twelve weeks ended Twenty-eight Twelve Sixteen weeks
weeks ended weeks ended ended
------------------------- ------------ ----------- -------------
August 10, August 11, August 10, August 11, May 19,
2003 2002 2003 2002 2002
---------- ---------- ------------ ----------- -------------
("Successor") ("Predecessor")
Net sales $ 91,388 $ 89,070 $ 208,040 $ 89,070 $ 110,992
Operating costs and expenses:
Cost of sales, including buying and occupancy 65,665 64,646 146,954 64,646 80,756
Selling, general, and administrative 20,352 20,746 51,832 20,746 31,490
Restructuring and other related charges 893 (603) 893 (603) 21,839
--------- --------- ----------- ----------- ------------
Total operating costs and expenses 86,910 84,789 199,679 84,789 134,085
Income (loss) from operations 4,478 4,281 8,361 4,281 (23,093)
Other income (expenses):
Interest expense and amortization of debt costs (1,656) (1,586) (4,624) (1,586) (2,583)
Other income 133 76 253 76 118
--------- --------- ----------- ----------- ------------
Total other expenses (1,523) (1,510) (4,371) (1,510) (2,465)
Earnings before reorganization income 2,955 2,771 3,990 2,771 (25,558)
Reorganization income 183,839
--------- --------- ----------- ----------- ------------
Net earnings $ 2,955 $ 2,771 $ 3,990 $ 2,771 $ 158,281
========= ========= =========== =========== ============
NET SALES. Net sales were $91.4 million for the twelve weeks ended
August 10, 2003 ("2003 quarter"), an increase of $2.3 million, or 2.6%,
compared with net sales of $89.1 million for the twelve weeks ended August 11,
2002 ("2002 quarter"). The fiscal quarter-to-date sales increase was driven by
a more comprehensive marketing program, merchandising initiatives designed to
extend the lawn and garden season, and solid consumer demand for nursery
products.
Net sales were $208.0 million for the twenty-eight weeks ended August
10, 2003 ("2003 YTD"), an increase of $7.9 million, or 4.0%, compared with net
sales of $200.1 million for the twenty-eight weeks ended August 11, 2002 ("2002
YTD"). The fiscal year-to-date sales increase was driven by a more
comprehensive marketing program, merchandising initiatives designed to extend
the lawn and garden season, and solid consumer demand for nursery products.
There were 170 stores open for all periods presented.
COST OF SALES, INCLUDING BUYING AND OCCUPANCY. Cost of sales was $65.7
million for the 2003 quarter, an increase of $1.0 million, or 1.6%, compared
with $64.7 million for the 2002 quarter. Cost of sales, as a percentage of net
sales, was 71.9% for the 2003 quarter compared with 72.6% for the 2002 quarter.
This percentage decline of 0.7% is due primarily to lower occupancy costs
resulting from lower depreciation, as well as lower utility costs.
Cost of sales were $147.0 million for 2003 YTD, an increase of $1.6
million, or 1.1%, compared with $145.4 million for 2002 YTD. Cost of sales, as
a percentage of net sales, was 70.6% for 2003 YTD compared with 72.7% for 2002
YTD. This percentage decline of 2.1% is due primarily to lower occupancy and
depreciation costs resulting from fresh start accounting, as well as lower
utility costs.
SELLING, GENERAL, AND ADMINISTRATIVE ("SG&A") EXPENSES. SG&A expenses
were $20.3 million for the 2003 quarter, a decrease of $0.4 million, or 1.9%,
compared with $20.7 million for the 2002 quarter. As a percentage of net sales,
SG&A expenses were 22.3% for the 2003 quarter compared with 23.3% for the 2002
quarter. This percentage decline is largely due to headcount reductions and
headquarters cost savings initiatives.
SG&A expenses were $51.8 million for 2003 YTD, a decrease of $0.4
million, of 0.8%, compared with $52.2 million for 2002 YTD. As a percentage of
sales, SG&A expenses were 24.9% for YTD 2003 compared with 26.1% for 2002 YTD.
This percentage decline of 1.2% is primarily due to headcount reductions and
headquarters cost savings initiatives.
RESTRUCTURING AND OTHER RELATED CHARGES. In 2003, the charge of $0.9
million included the following: $0.2 million for a severance and employee
retention plan related to the closure of the Harrisburg, PA warehouse and $0.7
million for severance costs pertaining to corporate overhead restructuring. In
2002, the charge of $21.2 million included the following: $15.5 million for
costs of lease rejections; $2.6 million for professional fees; $1.8 million for
severance and employee retention plans approved by the bankruptcy court while
under Chapter 11 bankruptcy; $1.1 million for costs of mortgage debt; and
miscellaneous expenses of $0.2 million. The $15.5 million liability for the
costs of rejected store leases represented an estimate of the maximum claim
allowed under bankruptcy law. In accordance with the plan of reorganization,
these claims were treated as general unsecured claims and resulted in a
cancellation of debt and recognized as a reorganization item. The $1.1 million
liability for costs of mortgage debt represented an estimate to properly state
the pre-petition long-term debt in accordance with the plan of reorganization.
12
OTHER INCOME. Other income, primarily related to gains from the sale of
property and leases, was $0.1 million for the 2003 quarter compared to $0.1
million for the 2002 quarter. Other income was $0.3 million for 2003 YTD
compared to $0.2 million for 2002 YTD.
INTEREST EXPENSE AND AMORTIZATION OF DEBT COSTS AND WARRANTS. Interest
expense for the 2003 quarter was $1.7 million compared with $1.6 million for the
2002 quarter. Interest expense for 2003 YTD was $4.6 million compared with $4.2
million for 2002 YTD. Higher interest expense for 2003 was due primarily to an
increase in borrowings.
REORGANIZATION ITEMS. A gain of $183.8 million was recognized for 2002.
The gain was due to the cancellation of pre-petition liabilities upon emergence
($184.9 million), the fresh start accounting adjustments ($0.3 million), offset
by a loss from the extinguishment of debt ($1.4 million).
INCOME TAXES. No income tax expense was recognized for 2003 or 2002 as
the Company does not anticipate having taxable income for the fiscal year ending
2003 nor did they have taxable income for the fiscal year ending 2002.
LIQUIDITY AND CAPITAL RESOURCES
REVOLVING CREDIT FACILITY WITH CONGRESS FINANCIAL CORPORATION
The Company entered into a revolving credit facility with Congress
Financial Corporation on May 20, 2002 ("the Congress facility"). The Congress
facility is a $50 million, secured revolving loan facility, which includes $25
million of availability for letters of credit. The availability of borrowings
under this facility generally is based on a percentage of eligible inventory and
certain other assets, subject to certain reserves. The amounts reserved are
based on a number of variables, including inventory levels, merchandise
purchases and sales levels, and the types of reserves include inventory
shrinkage, letters of credit outstanding, sales taxes and other liabilities of
the Company. The total amount of these reserves varies by season but typically
ranges from 15% to 35% of the cost of eligible inventory. As of August 10, 2003,
there were $11.4 million in borrowings outstanding under the Congress facility
and outstanding letters of credit aggregated $10.8 million. Excess availability
as of August 10, 2003 was $9.4 million.
The Congress facility allows the Company the option of prime rate
loans or Eurodollar loans. Depending upon the Company's excess availability,
loans under the facility bear interest at either the prime rate plus 0.25% or
0.75% or a Eurodollar rate plus 2.75%, 3.25% or 3.5%. These rates were increased
by an amendment to the Congress facility on February 10, 2003 (as further
described below), and prior to such amendment, the interest rates under the
Congress facility were either the prime rate plus 0.25% or 0.5% or a Eurodollar
rate plus 2.75%, 3% or 3.25%. The Congress facility has an initial term of three
years and renews for successive one-year terms thereafter unless the lender or
the Company elects to terminate the Congress facility as of the end of the
initial term or any renewal term. The Congress facility includes an unused line
fee of 0.25% per year, a servicing fee of $10,000 per calendar quarter, and an
early termination fee in an amount equal to 1% of the amount of the maximum
credit if the Congress facility is terminated in whole during the second year
and 0.5% if terminated during the third year.
The Congress facility contains a number of covenants, which
restrict, among other things, Frank's ability to incur additional debt or make
other restricted payments, grant liens, make loans, advances, and investments,
engage in transactions with affiliates, dispose of assets, prepay and refinance
debt, and make certain changes in its business. The Congress facility also
prohibits the declaration or payment by the Company of dividends on shares of
its capital stock.
The Congress facility also originally contained two financial
covenants; a minimum quarterly level of adjusted EBITDA (as described below) and
a minimum ratio of inventory to accounts payable. On February 10, 2003, the
Company and Congress Financial entered into an amendment to the facility which
revised the measurement of minimum level of inventory from a daily to a weekly
basis, lowered the minimum quarterly adjusted EBITDA levels, revised the minimum
ratio of inventory to accounts payable to be a ratio of accounts payable to
inventory, and increased the interest rates for the Congress facility as
described above. The amended financial covenants are measured only if (1) the
Company's excess availability, plus the amount of cash equivalents maintained by
the Company in an account under the control of Congress Financial, falls below
$4 million at any time or (2) the Company's average excess availability, plus
the average amount of cash equivalents maintained in such account, for any
four-week period falls below $9 million. In such event, the minimum adjusted
EBITDA covenant is measured quarterly and the minimum accounts payable to
inventory ratio covenant is measured for each accounting period, and the minimum
levels required by each covenant varies from period to period. Management
believes that the amended covenants are less restrictive and provide the Company
with more flexibility than the original covenants. As of the end of the fiscal
quarter ended August 10, 2003, the Company had sufficient excess availability
such that the financial covenants were not measured. The required minimum
accounts payable to inventory ratio for August 10, 2003 was 32.0%, and the
company's actual ratio at such date was 40.2%. The required minimum level of
adjusted EBITDA for the period from August 12, 2002 through August 10, 2003 was
$(5.6) million, and the actual level for such period was $(4.0) million.
13
Adjusted EBITDA, as measured under the Congress facility, equals the
net income of the Company on a consolidated basis for the applicable fiscal
period, minus extraordinary gains included in such net income for such fiscal
period, plus interest expense, income taxes, depreciation and amortization,
other non-cash charges (other than to the extent requiring an accrual or reserve
for future cash expenses) and non-cash extraordinary losses deducted from such
net income for such fiscal period, plus, for the fifth, sixth and seventh
accounting periods of the Company's 2002 fiscal year, restructuring charges of
up to $500,000 in the aggregate for such accounting periods deducted from such
net income for such fiscal period, all as determined in accordance with
generally accepted accounting principles ("GAAP"). A summary of the calculation
of the Company's adjusted EBITDA for the period from August 12, 2002 through
August 10, 2003 is set forth below.
(000's)
-----
Net loss using GAAP $(16,412)
Plus:
Depreciation 2,350
Interest 8,072
Non cash losses 1,994
-----------
Adjusted EBITDA $(3,996)
===========
The adjusted EBITDA set forth above should not be considered an alternative to
GAAP net income as an indication of the Company's performance. The computation
of adjusted EBITDA required by the Congress facility may differ from the
methodology for calculating adjusted EBITDA utilized by other companies, and
therefore, may not provide an appropriate comparison to the results of other
companies.
TERM LOAN AND REVOLVING CREDIT FACILITY ARRANGED BY KIMCO CAPITAL CORP.
The Company has a credit facility arranged by Kimco Capital Corp.
("the Kimco facility") that originally provided for a $20 million term loan and
$10 million of revolving loans. Frank's and Kimco Capital Corp. amended the
Kimco facility on January 23, 2003, providing for an increase in the amount of
revolving loans available under the Kimco facility to $20 million. The Kimco
facility is secured by a first priority lien on certain of the Company's owned
and leased real property and a second lien on the Company's inventory. These
loans bear interest at 10.25% per year for an initial term of three years, with
the option for the Company to renew the loans for up to an additional two years,
provided that the Company is not then in default. A portion of the Kimco
facility has been participated by Kimco Capital Corp. to Third Avenue Trust
and/or its designees. As of August 10, 2003 total debt outstanding under the
Kimco facility was $33.0 million.
The Kimco facility contains a number of covenants, which restrict,
among other things, Frank's ability to incur additional debt, pay dividends or
make other restricted payments, grant liens, make loans, advances and
investments, engage in transactions with affiliates, dispose of assets, enter
into sale-leaseback arrangements, effect mergers, consolidations, and
dissolutions or issue preferred stock. In addition, Frank's is required to
prepay borrowings under this facility with the net cash proceeds from the sale
of certain assets. The Kimco facility does not contain any financial covenants,
but a default by the Company under its credit facility with Congress Financial
would trigger a default under the Kimco facility.
ADEQUACY OF CAPITAL RESOURCES
The Company's most significant cash requirements are for merchandise
inventory, and these requirements fluctuate throughout the year due to the
seasonality of the business. Cash requirements increase substantially in August
and September in anticipation of the Christmas season and in March and April for
the lawn and garden business. Additionally, the Company's business depends, in
part, on normal weather patterns across its markets. Any unusual weather
patterns can have a material and adverse impact on the Company's revenues,
particularly on the lawn and garden industry.
In the months leading up to the Company's peak selling seasons, the
Company orders product for delivery prior to and during the selling seasons.
Frank's negotiates payment terms with suppliers on a case-by-case basis.
Historically, the majority of payments are made during or shortly after the
selling season, and a small percentage is paid prior to the influx of sales
receipts. Working capital for pre-seasonal inventory buildup comes from the
Company's two revolving credit facilities and/or cash generated by operations.
The Congress facility is asset-based and allows for borrowing at a percentage of
inventories on hand, net of amounts reserved under the credit agreement. The
amounts reserved are based on a number of variables, including inventory levels,
merchandise purchases and sales levels, and the types of reserves include
inventory shrinkage, letters of credit outstanding, sales taxes and other
liabilities of the Company. The total amount of these reserves varies by season
but typically ranges from 15% to 35% of the cost of eligible
14
inventory. The Kimco facility is secured by real estate and a second lien on the
Company's inventory. Availability under the facility does not fluctuate from
month to month as it is not tied to a borrowing base. Hence, the Company uses
the Kimco revolver to fund most of the pre-seasonal inventory buildup, and the
Congress facility when inventory levels and advance rates rise.
In the event that cash flows from operations, together with available
borrowings under the Company's credit facilities, are not sufficient to meet the
Company's cash requirements, the Company would be required to obtain alternative
financing, reduce planned capital expenditures or inventory levels, or make
other changes to its operating plan. The Company can provide no assurance that
additional or alternative financing would be available on acceptable terms,
especially in light of the fact that, except for miscellaneous real property and
equipment, substantially all of the Company's existing assets are pledged as
collateral for the existing credit facilities, or that reductions in planned
capital expenditures or inventory levels would be sufficient to cover any cash
shortfalls.
The Company's current projections indicate that it is likely to be out of
compliance with the accounts payable-to-inventory ratio covenant in the fourth
quarter of fiscal 2003 and periods of fiscal 2004. Congress Financial has
indicated orally that it will waive compliance with the covenant for the
relevant periods, but formal approval has not yet been obtained. The Company is
negotiating to amend or eliminate the accounts payable-to-inventory ratio
covenant measurements for future periods. The Company cannot provide any
assurance that the lender will provide such an amendment.
The Company plans to either renew its existing credit facilities or seek
alternative outside financing when the facilities expire in May 2005. The
Company can provide no assurances that it will be successful in renewing the
facilities.
The Company anticipates spending approximately $1.3 million for capital
expenditures for the remainder of fiscal 2003, primarily for store remodeling
and refurbishments. No store openings are planned for fiscal 2003.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This filing contains certain forward-looking statements, which reflect
management's current views of future events and financial performance. These
forward-looking statements are based on many assumptions and factors detailed in
the Company's filings with the Securities and Exchange Commission, including the
effect of currency translations, customer demand, fashion trends, competitive
market forces, uncertainties related to the effect of competitive products and
pricing, customer acceptance of the Company's merchandise mix and retail
locations, unseasonable weather, risks associated with foreign global sourcing,
including political instability and changes in import regulations, economic
conditions worldwide, and the ability of the Company to execute its business
plans effectively. Any changes in such assumptions or factors could produce
significantly different results. The Company undertakes no obligation to update
forward-looking statements, whether as a result of new information, future
events, or otherwise.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company perceives its market risk is related to interest rate risk
and foreign currency exchange rate risk for its borrowings under the credit
facility with Congress Financial, which is a variable rate financing agreement.
Borrowings under the Congress facility may be based upon the U.S. prime interest
rate or the Eurodollar rate. The Company does not use swaps or other interest
rate protection agreements to hedge this risk. During the period beginning
January 27, 2003 through August 10, 2003, the Company's average outstanding
balance under the Congress facility was $13.0 million. At such level, a 200
basis point change in the interest rate on the credit facility would result in
an increase in interest expense of $260,000 per year. The Company had $11.4
million outstanding under the Congress facility at August 10, 2003. Interest
under the credit facility with Kimco Capital of $40 million is fixed at 10 1/4%
per annum and $33 million was outstanding at August 10, 2003. The Company does
not enter into derivative or interest rate transactions for speculative
purposes.
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures. Within the
90-day period prior to the filing of this Form 10-Q, an
evaluation was performed under the supervision and with the
participation of Frank's management, including the Chief
Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of Frank's disclosure
controls and procedures pursuant to Exchange Act Rule 13a-15.
Based on their evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that the design and operation
of these disclosure controls and procedures were effective to
ensure that all material information required to be filed in
this Form 10-Q has been made known to them on a timely basis.
(b) Changes in internal controls. There were no significant changes in
Frank's internal controls, or in other factors that could
significantly affect Frank's internal controls, subsequent to the
most recent evaluation of internal controls performed by the
Company.
15
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's annual meeting of stockholders was held on July 28, 2003.
The only matter submitted to the stockholders for approval at the annual meeting
was the election of the Company's board of directors.
Mssrs. Bruce Dale, Aaron J. Fleishaker, Gerald Hellerman, Joseph Nusim,
and David M. Samber were elected directors of the Company for a one year term
with votes cast as follows:
Shares Voted:
For Against Withheld
----------------------------------------------------------------------
Mr. Bruce Dale 7,972,364 - 100,888
Mr. Aaron J. Fleishaker 7,972,364 - 100,888
Mr. Gerald Hellerman 8,058,333 - 14,419
Mr. Joseph Nusim 7,972,364 - 100,888
Mr. David M. Samber 7,972,364 - 100,888
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No.Description
31.1 Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Chief Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Chief Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
During the quarter ended August 10, 2003, Frank's filed the
following Reports on Form 8-K:
Report on Form 8-K dated June 18, 2003, reporting under
Item 12 the issuance of a press release announcing the
Company's financial results for the fiscal quarter ended
May 18, 2003.
16
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.
DATE: September 24, 2003 FRANK'S NURSERY & CRAFTS, INC.
(Registrant)
By: /s/ Bruce Dale
--------------
Bruce Dale
Chief Executive Officer
/s/ Alan J. Minker
-----------------
Alan J. Minker
Senior Vice President and
Chief Financial Officer
17
EXHIBIT INDEX
Exhibit No.Description
31.1 Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Chief Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Chief Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002