-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, VVrLyoq5fx65uqlOiIZQQj03f5ZeNp0TNd07BANVA4CLnczlmC1mtMVMjvdkTLGm 5kKnDhAOedEI2OlU1jbASA== 0000276641-95-000002.txt : 19950517 0000276641-95-000002.hdr.sgml : 19950516 ACCESSION NUMBER: 0000276641-95-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950401 FILED AS OF DATE: 19950512 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPIEGEL INC CENTRAL INDEX KEY: 0000276641 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 362593917 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-16126 FILM NUMBER: 95537923 BUSINESS ADDRESS: STREET 1: 3500 LACEY RD CITY: DOWNERS GROVE STATE: IL ZIP: 60515-5432 BUSINESS PHONE: 7089868800 MAIL ADDRESS: STREET 1: 3500 LACEY ROAD CITY: DOWNERS GROVE STATE: IL ZIP: 60515-5432 EX-27 1 FINANCIAL DATA SCHEDULE FOR 1ST QUARTER 10-Q
5 1,000 3-MOS DEC-30-1995 APR-01-1995 24,736 0 766,268 32,816 619,162 1,523,579 524,673 158,199 2,229,622 661,901 960,452 107,780 0 0 447,132 2,229,622 580,861 679,627 413,629 413,629 0 (1,030) 26,366 (16,705) (7,290) (9,415) 0 0 0 (9,415) (0.09) (0.09)
10-Q 2 - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) /X/ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended April 1, 1995 or / / Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ............. to ............... Commission file number 0-16126 SPIEGEL, INC. (Exact name of registrant as specified in its charter) Delaware 36-2593917 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3500 Lacey Road, Downers Grove, Illinois 60515-5432 (Address of principal executive offices) (Zip Code) 708-986-8800 (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) 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 [ ] APPLICABLE ONLY TO CORPORATE ISSUERS The number of shares outstanding of each of the issuer's classes of common stock, as of May 8, 1995 are as follows: Class A non-voting common stock, $1.00 par value 14,568,544 shares Class B voting common stock, $1.00 par value 93,141,654 shares. - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ SPIEGEL, INC. AND SUBSIDIARIES Due to the seasonality of the registrant's business, the results for the three month periods are not necessarily indicative of the results for the year. The financial statements have been prepared from the books and records of the registrant. They reflect all adjustments which are, in the opinion of management, necessary to a fair presentation of the results for the interim periods. These financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the registrant's Annual Report on Form 10-K, which includes financial statements for the year ended December 31, 1994. PART I - FINANCIAL INFORMATION Item 1 - Financial Statements Consolidated Balance Sheets, April 1, 1995 and December 31, 1994 Consolidated Statements of Earnings, Three Months Ended April 1, 1995 and March 31, 1994 Consolidated Statements of Cash Flows, Three Months Ended April 1, 1995 and March 31, 1994 Notes to Consolidated Financial Statements Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ Spiegel, Inc. and Subsidiaries Consolidated Balance Sheets ($000s omitted, except per share amounts) April 1, 1995 and December 31, 1994
(unaudited) April 1, December 31, 1995 1994 ------------ ------------ ASSETS Current assets: Cash and cash equivalents $ 24,736 $ 33,439 Receivables, net 733,452 1,125,728 Inventories 619,162 597,781 Prepaid expenses: Catalog advertising 47,004 51,524 Other 33,111 29,446 Refundable income taxes 20,532 24,904 Deferred income tax benefit 45,582 45,580 ------------ ------------ Total current assets 1,523,579 1,908,402 Property and equipment, net 366,474 335,103 Intangibles, net 179,478 180,446 Other assets 160,091 136,336 ------------ ------------ $ 2,229,622 $ 2,560,287 ------------ ------------ ------------ ------------ LIABILITIES and STOCKHOLDERS' EQUITY Current liabilities: Short-term debt,including current maturities $ 263,920 $ 80,320 Accounts payable 154,898 265,752 Accrued liabilities: Salaries and wages 23,075 31,114 General taxes 109,059 118,266 Other accrued liabilities 110,949 132,894 ------------ ------------ Total current liabilities 661,901 628,346 Long-term debt, excluding current maturities 960,452 1,300,364 Deferred income taxes 52,357 52,360 ------------ ------------ Total liabilities 1,674,710 1,981,070 Stockholders' equity: Class A non-voting common stock, $1.00 par value; authorized 16,000,000 shares; issued 14,638,544 shares at April 1, 1995 and 15,065,244 at December 31, 1994 14,638 15,065 Class B voting common stock, $1.00 par value; authorized 94,000,000 shares; issued 93,141,654 shares at April 1, 1995 and December 31, 1994 93,142 93,142 Additional paid-in capital 212,142 215,800 Retained earnings 234,990 255,210 ------------ ------------ Total stockholders' equity 554,912 579,217 ------------ ------------ $ 2,229,622 $ 2,560,287 ------------ ------------ ------------ ------------
[FN] See accompanying notes to consolidated financial statements. - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ Spiegel, Inc. and Subsidiaries Consolidated Statements of Earnings ($000s omitted, except per share amounts) Three Months Ended April 1, 1995 and March 31, 1994 (unaudited)
Three Months Ended April 1, March 31, 1995 1994 ----------- ----------- Net sales and other revenues: Net sales $ 580,861 $ 548,723 Finance revenue 64,006 58,232 Other revenue 34,760 15,179 ----------- ----------- 679,627 622,134 Cost of sales and operating expenses: Cost of sales, including buying and occupancy expenses 413,629 368,613 Selling, general and administrative expenses 256,337 224,171 ----------- ----------- 669,966 592,784 ----------- ----------- Operating income 9,661 29,350 Interest expense 26,366 17,706 ----------- ----------- Earnings (loss) before income taxes (16,705) 11,644 Income tax provision (benefit) (7,290) 5,100 ----------- ----------- Net earnings (loss) $ (9,415) $ 6,544 ----------- ----------- ----------- ----------- Net earnings (loss) per common share $ (0.09) $ 0.06 ----------- ----------- ----------- ----------- Weighted average number of common shares outstanding 108,152,162 108,152,215 ----------- ----------- ----------- -----------
See accompanying notes to consolidated financial statements. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Spiegel, Inc. and Subsidiaries Consolidated Statements of Cash Flows ($000s omitted) Three Months Ended April 1, 1995 and March 31, 1994 (unaudited)
Three Months Ended April 1, March 31, 1995 1994 ------------ ------------ Net cash provided by (used in) operating activities $ 229,122 $ (98,724) ------------ ------------ Cash flows from investing activities: Net additions to property and equipment (42,867) (15,386) Net additions to other assets (23,755) (10,604) ------------ ------------ Net cash used in investing activities (66,622) (25,990) ------------ ------------ Cash flows from financing activities: Borrowings of debt 205,000 158,500 Payments of debt (361,313) (23,916) Dividends paid (10,805) (10,818) Issuance of common stock -- 6,894 Repurchase of common stock (4,103) -- Exercise of stock options 18 247 ------------ ------------ Net cash provided by (used in) financing activities (171,203) 130,907 ------------ ------------ Net change in cash and cash equivalents (8,703) 6,193 Cash and cash equivalents at beginning of period 33,439 47,389 ------------ ------------ Cash and cash equivalents at end of period $ 24,736 $ 53,582 ------------ ------------ ------------ ------------ Supplemental cash flow information: Cash paid during the year for: Interest $ 19,612 $ 14,802 Income taxes $ 1,345 $ 41,843 ------------ ------------ ------------ ------------
See accompanying notes to consolidated financial statements. - ------------------------------------------------------------------------- - ------------------------------------------------------------------------- Spiegel, Inc. and Subsidiaries Notes to Consolidated Financial Statements ($000s omitted, except share amounts) (unaudited) (1) Adjustments The financial statements reflect all adjustments, consisting only of normal accruals, which are, in the opinion of management, necessary to a fair presentation of the results for the periods presented. (2) Receivables During the first quarter of 1995, the Company transferred portions of its customer receivables to a trust which, in turn, sold certificates representing undivided interests in the trust to investors. Certificates sold were $350,000. This transaction increased other revenue by $18,637 in the first quarter. The Company owns the remaining undivided interest in the trust not represented by the certificates and will continue to service all receivables for the trust. (3) Treasury Stock During the first quarter of 1995, the Company purchased and retired 430,000 shares of Class A Non-Voting Common Stock at market value for a total cost of $4,103. As discussed in the 1994 Annual Report on Form 10-K, the Executive Committee of the Board of Directors approved the purchase of up to 500,000 shares. - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Three Months Ended April 1, 1995 Compared With Three Months Ended March 31, 1994 Net sales for the three months ended April 1, 1995, increased 5.9% to $580,861 compared to $548,723 for the three months ended March 31, 1994. This increase is primarily the result of growth in certain categories of women's and men's apparel as well as an increase in the total number of Eddie Bauer retail stores to 356 at April 1, 1995 from 299 at March 31, 1994. Eddie Bauer's comparable store sales decreased 5%. The Company took aggressive markdowns in the first quarter to liquidate excess inventories remaining from 1994, particularly cold weather apparel. Finance revenue increased 9.9% to $64,006 during the quarter due primarily to increased average levels of Preferred Card receivables before consideration of the sale of $350,000 of such receivables that was completed in March 1995. Other revenue for the first quarter of this year includes a gain of $18,637 recognized on this sale. The gross profit margin on net sales decreased to 28.8% for the three months ended April 1, 1995 compared to 32.8% for the comparable 1994 period due to the aggressive markdowns mentioned previously. Selling, general and administrative expenses as a percentage of total revenues for the three months ended April 1, 1995 and March 31, 1994 were 37.7% and 36.0%, respectively. This increase is due to higher paper and postal costs as well as incremental expenses incurred as a result of the final transition of Spiegel catalog operations to the new distribution facility. Interest expense for the three months ended April 1, 1995 increased 48.9% to $26,366 compared to $17,706 for the three months ended March 31, 1994. This increase is due to higher average debt levels and interest rates. The additional debt is primarily used to finance working capital requirements including higher average levels of customer accounts receivable and inventory. The proceeds from the $350,000 sale of accounts receivable were used to pay down debt. Seasonality and Quarterly Fluctuations: The Company, like other retailers, experiences seasonal fluctuations in its merchandise sales and net income. Historically, a disproportionate amount of the Company's net sales and a majority of its net earnings have been realized during the fourth quarter. Accordingly, the results for the individual quarters are not necessarily indicative of the results to be expected for the entire year. - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- Liquidity and Capital Resources: The Company has historically met its operating and cash requirements through funds generated from operations, the issuance of debt and the sale of customer accounts receivable. Total customer receivables sold were $830,000 at April 1, 1995 and $480,000 at December 31, 1994. Net cash provided by operating activities was $229,122 for the three month period ended April 1, 1995 as compared to net cash used of $98,724 for the three month period ended March 31, 1994. The net cash proceeds from the sale of $350,000 of accounts receivable were reported as operating cash flows in the three months ended April 1, 1995. Other working capital items including decreases in accounts payable and other accrued liabilities represented significant uses of cash during the first quarter of 1995. Net additions to property and equipment for the three months ended April 1, 1995 were $42,867 million consisting primarily of capital spending related to the new retail distribution facility in Columbus, OH, continued Eddie Bauer retail store expansion, and the construction of a headquarters addition at Eddie Bauer. The Company purchased and retired 430,000 shares of Class A Non-Voting Common Stock at a total cost of $4,103 during the first quarter of 1995. The shares were purchased at market value, and they represent less than one percent of the Company's total shares outstanding. During the three months ended April 1, 1995, the Company incurred approximately $4,700 of expenditures related to the $39,000 nonrecurring charge taken in 1993. The charge provided for the estimated impact of closing certain of the Company's existing catalog distribution facilities. Expenditures incurred during the first quarter of 1995 were for certain employee termination benefits and for inventory transfers from Spiegel warehouse operations in Chicago to the new facility in Groveport, Ohio. The remaining balance of the reserve at April 1, 1995, was $11,200. The Company believes that its cash on hand, together with cash flows anticipated to be generated from operations, and borrowings under its existing credit facilities and other available sources of funds, will be adequate to fund the Company's capital and operating requirements for the foreseeable future, including expenditures related to distribution facilities and new store openings. - --------------------------------------------------------------------------- - --------------------------------------------------------------------------- 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. SPIEGEL, INC.
Signature Title Date - ------------------------- ------------------------ -------------- /s/ James W. Sievers Vice President May 12, 1994 James W. Sievers (Chief Financial Officer)
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