10-Q 1 l91918ae10-q.txt THE ELDER-BEERMAN STORES CORP. 10-Q/11-3-01 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For quarterly period ended November 3, 2001 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: 0-02788 THE ELDER-BEERMAN STORES CORP. (Exact name of registrant as specified in its charter) OHIO 31-0271980 (State or other jurisdiction (I.R.S. employer of incorporation or identification no.) organization) 3155 EL-BEE ROAD, DAYTON, OHIO 45439 (Address of principal (Zip Code) executive offices)
(937) 296-2700 (Registrant's telephone number, including area code) NOT APPLICABLE (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: Indicate the number of shares outstanding of the issuer's classes of common stock, as of the latest practicable date. As of December 17, 2001 11,417,352 shares of the issuer's common stock, without par value, were outstanding. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- THE ELDER-BEERMAN STORES CORP. INDEX
PAGE ---- PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements Condensed Consolidated Balance Sheets as of November 3, 2001 (Unaudited) and as of February 3, 2001...................... 1 Condensed Consolidated Statements of Operations for the 13-weeks ended November 3, 2001 and October 28, 2000 (Unaudited)................................................. 2 Condensed Consolidated Statements of Operations for the 39-weeks ended November 3, 2001 and October 28, 2000 (Unaudited)................................................. 3 Condensed Consolidated Statements of Cash Flows for the 39-weeks ended November 3, 2001 and October 28, 2000 (Unaudited)................................................. 4 Notes to Condensed Consolidated Financial Statements (Unaudited)................................................. 5 ITEM 2. Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations............... 9 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk........................................................ 11 PART II. OTHER INFORMATION ITEM 1. Legal Proceedings........................................... 12 ITEM 2. Changes in Securities and Use of Proceeds................... 12 ITEM 3. Defaults Upon Senior Securities............................. 12 ITEM 4. Submission of Matters to a Vote of Security Holders......... 12 ITEM 5. Other Information........................................... 12 ITEM 6. Exhibits and Reports on Form 8-K............................ 12 SIGNATURES............................................................ 14 EXHIBIT INDEX......................................................... 15
PART I. -- FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. THE ELDER-BEERMAN STORES CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS)
(UNAUDITED) NOV. 3, 2001 FEB. 3, 2001 ------------ ------------ ASSETS Current assets: Cash and equivalents...................................... $ 10,394 $ 7,878 Customer accounts receivable (less allowance for doubtful accounts: November 3, 2001 -- $1,397; February 3, 2001 -- $2,478)........................................ 125,972 135,794 Merchandise inventories................................... 216,010 154,153 Other current assets...................................... 21,119 23,170 -------- -------- Total current assets.............................. 373,495 320,995 Property, fixtures and equipment, less accumulated depreciation and amortization............................. 94,887 86,450 Other Assets................................................ 47,660 47,872 -------- -------- Total assets...................................... $516,042 $455,317 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term obligations.................. $ 4,171 $ 1,509 Accounts payable.......................................... 74,970 33,236 Other accrued liabilities................................. 19,194 25,086 -------- -------- Total current liabilities......................... 98,335 59,831 Long-term obligations, less current portion................. 195,775 165,632 Deferred items.............................................. 14,928 7,873 Shareholders' equity: Common stock, no par, 11,417,352 shares at November 3, 2001 and 11,451,953 shares at February 3, 2001 issued and outstanding........................................ 241,889 242,049 Unearned compensation -- restricted stock, net............ (232) (455) Deficit................................................... (29,547) (18,950) Other comprehensive loss.................................. (5,106) (663) -------- -------- Total shareholders' equity........................ 207,004 221,981 -------- -------- Total liabilities and shareholders' equity........ $516,042 $455,317 ======== ========
See notes to condensed consolidated financial statements. 1 THE ELDER-BEERMAN STORES CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
13-WEEKS ENDED 13-WEEKS ENDED NOV. 3, 2001 OCT. 28, 2000 -------------- -------------- Revenues: Net sales................................................. $ 153,519 $ 154,647 Financing................................................. 6,446 6,769 Other..................................................... 684 693 ----------- ----------- Total revenues.................................... 160,649 162,109 ----------- ----------- Costs and expenses: Cost of merchandise sold, occupancy, and buying expenses............................................... 110,108 118,834 Selling, general, administrative, and other expenses...... 52,891 48,691 Depreciation and amortization............................. 4,911 4,026 Interest expense.......................................... 3,386 3,361 ----------- ----------- Total costs and expenses.......................... 171,296 174,912 ----------- ----------- Loss before income tax benefit.............................. (10,647) (12,803) Income tax benefit.......................................... (3,833) (4,609) ----------- ----------- Net loss.................................................... $ (6,814) $ (8,194) =========== =========== Net loss per common share -- basic and diluted.............. $ (0.60) $ (0.58) Weighted average number of shares outstanding............... 11,320,893 14,026,403
See notes to condensed consolidated financial statements. 2 THE ELDER-BEERMAN STORES CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
39-WEEKS ENDED 39-WEEKS ENDED NOV. 3, 2001 OCT. 28, 2000 -------------- -------------- Revenues: Net sales................................................. $ 423,481 $ 427,587 Financing................................................. 20,200 20,235 Other..................................................... 2,067 2,122 ----------- ----------- Total revenues.................................... 445,748 449,944 ----------- ----------- Costs and expenses: Cost of merchandise sold, occupancy, and buying expenses............................................... 303,546 312,760 Selling, general, administrative, and other expenses...... 134,259 140,708 Depreciation and amortization............................. 14,296 11,406 Interest expense.......................................... 10,205 8,879 ----------- ----------- Total costs and expenses.......................... 462,306 473,753 ----------- ----------- Loss before income tax benefit.............................. (16,558) (23,809) Income tax benefit.......................................... (5,961) (8,571) ----------- ----------- Net loss.................................................... $ (10,597) $ (15,238) =========== =========== Net loss per common share -- basic and diluted.............. $ (0.94) $ (1.05) Weighted average number of shares outstanding............... 11,316,905 14,445,854
See notes to condensed consolidated financial statements. 3 THE ELDER-BEERMAN STORES CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS) (UNAUDITED)
39-WEEKS ENDED 39-WEEKS ENDED NOV. 3, 2001 OCT 28, 2000 -------------- -------------- Cash flows from operating activities: Net loss.................................................. $(10,597) $(15,238) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization.......................... 14,296 11,406 Asset impairment....................................... -- 504 Changes in assets and liabilities...................... (12,682) (23,339) -------- -------- Net cash used in operating activities................ (8,983) (26,667) Cash flows from investing activities: Capital expenditures, net................................. (14,056) (15,941) Proceeds from the sale of fixed assets.................... 183 10 -------- -------- Net cash used in investing activities................ (13,873) (15,931) Cash flows from financing activities: Net payments under asset securitization agreement......... (9,420) (24,238) Net borrowings under revolving lines of credit............ 37,304 88,096 Payments on long-term obligations......................... (2,450) (1,469) Payments to acquire common stock.......................... -- (17,674) Other..................................................... (62) (2,097) -------- -------- Net cash provided by financing activities............ 25,372 42,618 -------- -------- Increase in cash and equivalents............................ 2,516 20 Cash and equivalents -- beginning of period................. 7,878 8,276 -------- -------- Cash and equivalents -- end of period....................... $ 10,394 $ 8,296 ======== ======== Supplemental cash flow information: Interest paid............................................. $ 9,348 $ 8,667 Supplemental non-cash investing and financing activities: Capital leases............................................ 7,371 3,009
See notes to condensed consolidated financial statements. 4 THE ELDER-BEERMAN STORES CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements include accounts of The Elder-Beerman Stores Corp. and its wholly-owned subsidiaries (the "Company"). All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, the Company has made all adjustments (primarily consisting of normal recurring accruals) considered necessary for a fair presentation for all periods presented. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. The Company's business is seasonal in nature and the results of operations for the interim periods are not necessarily indicative of the results for the full fiscal year. It is suggested these condensed consolidated financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended February 3, 2001. 2. PER SHARE AMOUNTS Net earnings (loss) per common share is computed by dividing net earnings (loss) by the weighted-average number of common shares outstanding. Stock options, restricted shares, deferred shares, and warrants outstanding represent potential common shares and are included in computing diluted earnings per share when the effect would be dilutive. 3. STOCK-BASED COMPENSATION During the third quarter of 2001, a total of 39,000 stock options were granted at fair market value to designated employees under the Company's Equity and Performance Incentive Plan (the "Plan"). These options granted have a maximum term of ten years and vest over five years. Nonemployee directors may take all or a portion of their annual base retainer fee in the form of a discounted stock option. During the third quarter of 2001 a total of 20,202 stock options, with an exercise price of $2.96, were granted under this plan. These options vest on February 4, 2002. 4. SHAREHOLDERS' EQUITY The comprehensive loss for the 13 weeks ended November 3, 2001 and October 28, 2000, was $8.5 million and $8.2 million; respectively. The comprehensive loss for the 39 weeks ended November 3, 2001 and October 28, 2000, was $15.0 million and $15.2 million; respectively. The difference between net loss and comprehensive loss for the 13 weeks and the 39 weeks ended November 3, 2001 relates to the adoption of Statement of Financial Accounting Standards ("SFAS") 133, "Accounting for Derivative Instruments and Hedging Activities". 5. DERIVATIVE FINANCIAL INSTRUMENTS Effective February 4, 2001, the Company adopted SFAS 133, "Accounting for Derivative Instruments and Hedging Activities", as amended, which requires derivatives to be recorded on the balance sheet as assets or liabilities, measured at fair value. Gains or losses resulting from changes in fair value of the derivatives are recorded either as a separate component of shareholders' equity or in the statement of operations depending on whether the instruments meet the criteria for hedge accounting. The Company utilizes an interest rate swap agreement to effectively establish long-term fixed rates on borrowings under the Securitization Facility, thus reducing the impact of interest rate changes on future 5 THE ELDER-BEERMAN STORES CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED (UNAUDITED) income. This swap agreement involves the receipt of variable rate amounts in exchange for fixed rate interest payments over the life of the agreement. The Company has determined that its swap agreement meets the criteria for cash flow hedge accounting. The fair value of the Company's swap agreement was a $2.9 million liability at February 4, 2001, and a $6.9 million liability at November 3, 2001. This liability is included in Deferred items on the condensed consolidated balance sheet. The adjustment to record the initial adoption of SFAS 133 and the net change in fair value were recorded, net of income taxes, in other comprehensive loss. There was no ineffectiveness during the 39 week period ended November 3, 2001. 6. ACCOUNTING PRONOUNCEMENTS In July 2001, the Financial Accounting Standards Board issued SFAS 141 "Business Combinations" and SFAS 142 "Goodwill and Other Intangible Assets". SFAS 141 primarily requires that all business combinations completed after June 30, 2001 be accounted for using the purchase method and establishes criteria for recognizing acquired intangible assets separately from goodwill. The Company will account for future business combinations under SFAS 141. SFAS 142 requires that goodwill and intangible assets with indefinite lives no longer be amortized, but will be subject to annual impairment tests. Intangible assets with finite useful lives will continue to be amortized over their useful lives. SFAS 142 is effective for fiscal years beginning after December 15, 2001. Effective February 3, 2002, the beginning of the new fiscal year, this statement will be adopted. The amortization of goodwill will continue until this statement is adopted. The elimination of goodwill amortization is expected to increase pre-tax earnings by approximately $0.9 million each year. When this statement is adopted the required impairment tests will be performed. The Company cannot currently estimate the impact these impairment tests will have on its financial position or results of operations. In August 2001, the Financial Accounting Standards Board issued SFAS 144 "Accounting for the Impairment or Disposal of Long-Lived Assets", which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. While SFAS 144 supersedes SFAS 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", it retains many of the fundamental provisions of that statement. SFAS 144 becomes effective for fiscal years beginning after December 15, 2001. The Company has not yet determined the impact that SFAS 144 will have on the Company's financial position or results of operations. 7. CHIEF EXECUTIVE OFFICER RETIREMENT On August 21, 2001 the Company announced that Frederick J. Mershad will retire as Chairman, President, and Chief Executive Officer of the Company and resign from the Board of Directors, effective December 31, 2001 (the "Retirement Date"). The Company entered into a Separation and Retirement Agreement (the "Separation Agreement") with Mr. Mershad. The Separation Agreement supercedes Mr. Mershad's Employment Agreement. Pursuant to the terms of the Separation Agreement, until the Retirement Date, Mr. Mershad will be entitled to his current base salary and benefits that would have been payable pursuant to the terms of his Employment Agreement. After the Retirement Date, the Company will pay to Mr. Mershad (i) his current base salary of $660,000 per year for the period beginning with the Retirement Date and ending on December 31, 2004 (the "Retirement Period") and (ii) his bonus (if any) earned in 2001. During the Retirement Period, Mr. Mershad will also be entitled to medical benefits equivalent to those provided to him prior to the Retirement Date and the automobile benefit that he received prior to the Retirement Date. Mr. Mershad's options to purchase shares of Common Stock and restricted shares that are unvested as of the Retirement Date will be forfeited. During the 13 weeks ended November 3, 2001 the Company recorded pre-tax expense of approximately $2.2 million for salary and benefits payable during the Retirement Period. 6 THE ELDER-BEERMAN STORES CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED (UNAUDITED) 8. WRITE DOWN OF ACCOUNTS RECEIVABLE On October 29, 2001 the Company was informed that the Shoebilee, Inc. ("Shoebilee"), the company that purchased the assets of the Company's subsidiary The Bee-Gee Shoe Corp. ("Bee-Gee"), in January 2000, was in default under its lending agreement with its working capital lender (the "Working Capital Loan"). Shoebilee is also in default under the loan documents governing the amount Shoebilee owes the Company for the purchase of the Bee-Gee assets, as well as under an agreement pursuant to which the Company provides back office support services to Shoebilee (collectively, the "Company Agreements"). Shoebilee has been unable to cure its defaults under the Working Capital Loan and the Company Agreements. Additionally, Shoebilee has been unable to meet the Company's demand that Shoebilee provide adequate assurance of future performance under the Company Agreement governing back office support services. Management of Shoebilee has informed the Company that it intends to cease operations and liquidate under the U.S. Bankruptcy Code. As a result of Shoebilee's default and anticipated liquidation, the Company has recorded a pre-tax charge of $4.5 million during the 13 weeks ended November 3, 2001. 9. SEGMENT REPORTING The following table sets forth financial information by segment, $(000's):
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED ----------------------------------- ----------------------------------- NOVEMBER 3, 2001 OCTOBER 28, 2000 NOVEMBER 3, 2001 OCTOBER 28, 2000 ---------------- ---------------- ---------------- ---------------- Department Store Revenues............. $154,203 $155,340 $425,548 $429,709 Operating loss....... (4,024) (3,227) (15,246) (13,106) Finance Operations Revenues............. $ 8,708 $ 9,046 $ 26,449 $ 26,378 Operating profit..... 4,862 5,918 16,443 17,046 Segment Subtotal Revenues (1)......... $162,911 $164,386 $451,997 $456,087 Operating profit (2)............... 838 2,691 1,197 3,940
(1) Segment revenues is reconciled to reported revenues as follows:
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED ----------------------------------- ----------------------------------- NOVEMBER 3, 2001 OCTOBER 28, 2000 NOVEMBER 3, 2001 OCTOBER 28, 2000 ---------------- ---------------- ---------------- ---------------- Segment revenues....... $162,911 $164,386 $451,997 $456,087 Intersegment operating charge eliminated........ (2,262) (2,277) (6,249) (6,143) -------- -------- -------- -------- $160,649 $162,109 $445,748 $449,944 ======== ======== ======== ========
7 THE ELDER-BEERMAN STORES CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED (UNAUDITED) (2) Segment operating profit is reconciled to loss before income tax benefit as follows:
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED ----------------------------------- ----------------------------------- NOVEMBER 3, 2001 OCTOBER 28, 2000 NOVEMBER 3, 2001 OCTOBER 28, 2000 ---------------- ---------------- ---------------- ---------------- Segment operating profit............... $ 838 $ 2,691 $ 1,197 $ 3,940 Store closing costs.... (1,353) (6,073) Restructuring costs.... (9,327) (11,341) Interest expense....... (3,386) (3,361) (10,205) (8,879) Write down accounts receivable........... (4,540) (4,540) Other.................. (3,559) (1,453) (3,010) (1,456) -------- -------- -------- -------- $(10,647) $(12,803) $(16,558) $(23,809) ======== ======== ======== ========
8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS. This Quarterly Report on Form 10-Q contains certain forward-looking statements that are based on management's current beliefs, estimates and assumptions concerning the operations, future results and prospects of Elder-Beerman and the retail industry in general. All statements that address operating performance, events or developments that management anticipates will occur in the future, including statements related to future sales, profits, expenses, income and earnings per share, future finance and capital market activity, or statements expressing general optimism about future results, are forward-looking statements. In addition, words such as "expects," "anticipates," "intends," "plans," "believes," "estimates," variations of such words and similar expressions are intended to identify forward-looking statements. Actual results may differ materially from those in the forward- looking statements. Accordingly, there is no assurance that forward-looking statements will prove to be accurate. Many factors could affect Elder-Beerman's future operations and results, such as the following: increasing price and product competition; fluctuations in consumer demand and confidence; the availability and mix of inventory; fluctuations in costs and expenses; the effectiveness of advertising, marketing and promotional programs; weather conditions that affect consumer traffic in stores; the continued availability and terms of financing; the outcome of pending and future litigation; and general economic conditions, such as the rate of employment, inflation and interest rates and the condition of the capital markets. Forward-looking statements are subject to the safe harbors created under the federal securities laws. Elder-Beerman undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is a discussion of the financial condition and results of operations of the Company for the 13 week periods ended November 3, 2001 ("Third Quarter 2001") and October 28, 2000 ("Third Quarter 2000"), and the 39 week periods ended November 3, 2001 ("Nine Months of 2001") and October 28, 2000 ("Nine Months of 2000"). The Company's fiscal year ends on the Saturday closest to January 31. The discussion and analysis which follow are based upon and should be read in conjunction with the Condensed Consolidated Financial Statements and the Notes thereto included in Part I. Item I. RESULTS OF OPERATIONS Third Quarter 2001 Compared to Third Quarter 2000 Net sales for the Third Quarter 2001 decreased by 0.7% to $153.5 million from $154.6 million for the Third Quarter 2000. Comparable store sales decreased by 4.3%. Women's outerwear, junior sportswear, cosmetics, shoes and women's accessories had the best performance. Financing revenue from the Company's private label credit card for the Third Quarter 2001 decreased by 4.8% to $6.4 million from $6.8 million for the Third Quarter 2000, caused by a reduction in accounts receivable due to lower sales. Other revenue, which is primarily from leased departments, for the Third Quarter 2001 and the Third Quarter 2000 was $0.7 million. Cost of merchandise sold, occupancy, and buying expenses decreased to 71.7% of net sales for the Third Quarter 2001 from 76.8% of net sales for the Third Quarter 2000. During the Third Quarter 2001 merchandise gross margins were reduced 0.4%, due to additional markdowns to clear excess inventory as a result of the comparable sales decrease. During the Third Quarter 2000 inventory adjustments of approximately $7.6 million (4.9% of sales) relating to the Company's strategic plan, and $1.3 million (0.9% of sales) related to the closing of the Evansville, Indiana store were recorded. 9 Selling, general, administrative, and other expenses increased to 34.5% of net sales for the Third Quarter 2001 compared to 31.5% for the Third Quarter 2000. During the Third Quarter 2001 the Company recorded a $4.5 million charge to write down the accounts receivable from Shoebilee, refer to the Notes to Condensed Consolidated Financial Statements note 8, and $2.7 million in charges related to the retirement of its chairman, president, and chief executive officer, and expenses recorded for the search of a new chief executive, which was partially offset by expense initiatives that have been implemented as part of the Company's strategic plan. The Third Quarter 2000 included an expense of $1.7 million for the development and implementation of the Company's strategic plan. Depreciation and amortization expense increased to 3.2% of net sales for the Third Quarter 2001 compared to 2.6% of net sales for the Third Quarter 2000. The increase is primarily due to increased capital expenditures related to the opening of new concept stores, and replacing the point-of-sale cash registers in all stores. Interest expense was $3.4 million for the Third Quarter 2001 and the Third Quarter 2000. An income tax benefit was recorded in the Third Quarter 2001 and the Third Quarter 2000 at a rate of 36.0%. Nine Months of 2001 Compared to Nine Months of 2000 Net sales for the Nine Months of 2001 decreased by 1.0% to $423.5 million from $427.6 million for the Nine Months of 2000. Comparable store sales decreased by 3.2%. Women's outerwear, junior sportswear, furniture, cosmetics and shoes had the best performance. Financing revenue from the Company's private label credit card was $20.2 million for the Nine Months of 2001 and the Nine Months of 2000. A decline in carrying charges during the Nine Months of 2001 caused by a reduction in accounts receivable due to lower sales was offset by an increase in late fees charged. Other revenue, which is primarily from leased departments, for the Nine Months of 2001 and the Nine Months of 2000 was $2.1 million. Cost of merchandise sold, occupancy, and buying expenses decreased to 71.7% of net sales for the Nine Months of 2001 from 73.1% of net sales for the Nine Months of 2000. During the Nine Months of 2001 merchandise gross margins were reduced 0.9% due to additional markdowns to clear excess inventory as a result of the comparable sales decrease. During the Nine Months of 2000 inventory adjustments of approximately $7.6 million (1.8% of sales) relating to the Company's strategic plan, and $3.1 million (0.7% of sales) related to the closing of the Company's Wheeling and Charleston, West Virginia stores and the Evansville, Indiana store were recorded. Selling, general, administrative, and other expenses decreased to 31.7% of net sales for the Nine Months of 2001 from 32.9% for the Nine Months of 2000. During the Nine Months of 2001 the Company reduced expenses through initiatives that have been implemented as part of the Company's strategic plan. This reduction was partially offset by $2.7 million in charges related to the retirement of its chairman, president, and chief executive officer, and expenses recorded for the search of a new chief executive and a $4.5 million charge to write down the note receivable from Shoebilee, refer to the Notes to Condensed Consolidated Financial Statements note 8. The Nine Months of 2000 included an expense of $3.7 million for the development and implementation of the Company's strategic plan, and an expense of $2.9 million related to the closing of the Company's Wheeling and Charleston, West Virginia stores. Depreciation and amortization expense increased to 3.4% of net sales for the Nine Months of 2001 compared to 2.7% of net sales for the Nine Months of 2000. The increase is primarily due to increased capital expenditures related to the opening of new concept stores, and replacing the point-of-sale cash registers in all stores. Interest expense increased to $10.2 million for the Nine Months of 2001 from $8.9 million for the Nine Months of 2000. The increase is primarily due to higher average borrowing because of the Company's stock repurchase program, which was completed in October 2000. 10 An income tax benefit was recorded in the Nine Months of 2001 and the Nine Months of 2000 at a rate of 36.0%. Liquidity and Capital Resources The Company's principal sources of funds are cash flow from operations and borrowings under the Revolving Credit Facility and Receivable Securitization Facility (collectively, the "Credit Facilities"). The Company's primary ongoing cash requirements are to fund debt service, make capital expenditures, and finance working capital. Net cash used in operating activities was $9.0 million for the Nine Months of 2001, compared to $26.7 million used in the Nine Months of 2000. A net loss of $10.6 million was recorded in the Nine Months of 2001, compared to a net loss of $15.2 million in the Nine Months of 2000. The depreciation and amortization component of the net losses increased $2.9 million to $14.3 million for the Nine Months of 2001, compared to $11.4 million for the Nine Months of 2000. The seasonal increase of inventory levels in preparation for the Christmas selling season was $12.9 million and trade payables was $16.6 million more than in the Nine Months of 2000. Net cash used in investing activities was $13.9 million for the Nine Months of 2001, compared to $15.9 million for the Nine Months of 2000. The decrease is due to reduced capital expenditures for store maintenance, remodeling, and data processing. For the Nine Months of 2001, net cash provided by financing activities was $25.4 million compared to $42.6 million provided by financing activities for the Nine Months of 2000, which represents reduced borrowing required for operating and investing activities. The Company believes that it will generate sufficient cash flow from operations, as supplemented by its available borrowings under the Credit Facilities, to meet anticipated working capital and capital expenditure requirements, as well as debt service requirements under the Credit Facilities. The Company may from time to time consider acquisitions of department store assets and companies. Acquisition transactions, if any, are expected to be financed through a combination of cash on hand from operations, available borrowings under the Credit Facilities, and the possible issuance from time to time of long-term debt or other securities. Depending upon the conditions in the capital markets and other factors, the Company will from time to time consider the issuance of debt or other securities, or other possible capital market transactions, the proceeds of which could be used to refinance current indebtedness or for other corporate purposes. Accounting Standards See the Notes to Condensed Consolidated Financial Statements note 6 for the discussion of the potential effect of recently issued accounting standards on the Company's financial position or results of operations. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The Company is subject to the risk of fluctuating interest rates in the normal course of business, primarily as a result of its variable rate borrowing. The Company has entered into a variable to fixed rate interest-rate swap agreement to effectively reduce its exposure to interest rate fluctuations. A hypothetical 100 basis point change in interest rates would not materially affect the Company's financial position, liquidity or results of operations. The Company does not maintain a trading account for any class of financial instrument and is not directly subject to any foreign currency exchange or commodity price risk. As a result, the Company believes that its market risk exposure is not material to the Company's financial position, liquidity or results of operations. 11 PART II. -- OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. The Company is currently involved in several legal proceedings arising from its normal business activities and reserves have been established where appropriate. However, no legal proceedings have arisen or become reportable events during this quarter, and management believes that none of the remaining legal proceedings will have a material adverse effect on the financial condition, results of operations or cash flows of the Company. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS. (a) Not Applicable. (b) Not Applicable. (c) Not Applicable. (d) Not Applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. Not Applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Elder-Beerman held its annual meeting of shareholders on September 20, 2001. The Board of Directors recommended that the shareholders elect ten directors for one-year terms. Except for Mr. Mershad (who will retire from Elder-Beerman and resign from the Board effective January 1, 2002), the terms of the other directors elected at the annual meeting will expire at the annual meeting of shareholders in 2002. There were 11,416,515 common shares entitled to vote at the meeting. A total of 7,800,932 shares, or 68.33% of shares outstanding, were represented at the meeting.
FOR WITHHELD --------- --------- Mark F.C. Berner............................................ 7,649,970 150,962 Dennis S. Bookshester....................................... 7,623,128 177,804 Eugene I. Davis............................................. 7,638,405 162,527 Charles Macaluso............................................ 7,630,211 170,721 Steven C. Mason............................................. 6,807,151 993,781 Frederick J. Mershad........................................ 6,776,320 1,024,612 Thomas J. Noonan............................................ 6,813,385 987,547 Laura H. Pomerantz.......................................... 6,790,698 1,010,234 Jack A. Staph............................................... 6,825,251 975,681 Charles H. Turner........................................... 7,655,046 145,886
ITEM 5. OTHER INFORMATION. None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) The following Exhibits are included in this Quarterly Report on Form 10-Q: 3(a) Amended Articles of Incorporation (previously filed as Exhibit 3(a) to the Form 10-K filed on April 30, 1998 (the "Form 10-K") and incorporated herein by reference) 3(b) Certificate of Amendment to the Amended Articles of Incorporation (previously filed as Exhibit 3(b) to the Company's Form 10-Q for the quarterly period ended October 28, 2000 (the "2000 3rd Quarter 10-Q") and incorporated herein by reference)
12 3(c) Amended Code of Regulations (previously filed as Exhibit 3(c) to the 2000 3rd Quarter 10-Q and incorporated herein by reference) 4(a) Stock Certificate for Common Stock (previously filed as Exhibit 4(a) to the Company's Form 10/A-1 filed on January 23, 1998 and incorporated herein by reference) 4(b) Rights Agreement By and Between The Elder-Beerman Stores Corp. and Norwest Bank Minnesota, N.A., dated as of December 30, 1997 (previously filed as Exhibit 4.1 to the Company's Registration Statement on Form 8-A filed on November 17, 1998 (the "Form 8-A") and incorporated herein by reference) 4(c) Warrant Agreement by and Between Beerman-Peal Holdings, Inc. and the Elder-Beerman Stores Corp. for 249,809 shares of Common Stock at a strike price of $12.80 per share dated December 30, 1997 (previously filed as Exhibit 4(d) to the Form 10-K and incorporated herein by reference) 4(d) Warrant Agreement by and Between Beerman-Peal Holdings, Inc. and the Elder-Beerman Stores Corp. for 374,713 shares of Common Stock at a strike price of $14.80 per share dated December 30, 1997 (previously filed as Exhibit 4(e) to the Form 10-K and incorporated herein by reference) 4(e) Amendment No. 1 to the Rights Agreement, dated as of November 11, 1998 (previously filed as Exhibit 4.2 to the Form 8-A and incorporated herein by reference) 10(a) Modification Agreement, dated June 15, 2001, between Elder-Beerman and Scott J. Davido 10(b) Modification Agreement, dated June 15, 2001, between Elder-Beerman and Steven D. Lipton 10(c) Modification Agreement, dated June 15, 2001, between Elder-Beerman and James M. Zamberlan
(b) The Company filed a current report on Form 8-K on August 21, 2001. 13 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. THE ELDER-BEERMAN STORES CORP., an Ohio corporation By: /s/ Scott J. Davido ------------------------------------- Scott J. Davido Executive Vice President, Chief Financial Officer and Treasurer (on behalf of the Registrant and as Principal Financial Officer) Dated: December 18, 2001 14 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT ------- ---------------------- 3(a) Amended Articles of Incorporation (previously filed as Exhibit 3(a) to the Form 10-K filed on April 30, 1998 (the "Form 10-K") and incorporated herein by reference) 3(b) Certificate of Amendment to the Amended Articles of Incorporation (previously filed as Exhibit 3(b) to the Company's Form 10-Q for the quarterly period ended October 28, 2000 (the "2000 3rd Quarter 10-Q") and incorporated herein by reference) 3(c) Amended Code of Regulations (previously filed as Exhibit 3(c) to the 2000 3rd Quarter 10-Q and incorporated herein by reference) 4(a) Stock Certificate for Common Stock (previously filed as Exhibit 4(a) to the Company's Form 10/A-1 filed on January 23, 1998 and incorporated herein by reference) 4(b) Rights Agreement By and Between The Elder-Beerman Stores Corp. and Norwest Bank Minnesota, N.A., dated as of December 30, 1997 (previously filed as Exhibit 4.1 to the Company's Registration Statement on Form 8-A filed on November 17, 1998 (the "Form 8-A") and incorporated herein by reference) 4(c) Warrant Agreement by and Between Beerman-Peal Holdings, Inc. and the Elder-Beerman Stores Corp. for 249,809 shares of Common Stock at a strike price of $12.80 per share dated December 30, 1997 (previously filed as Exhibit 4(d) to the Form 10-K and incorporated herein by reference) 4(d) Warrant Agreement by and Between Beerman-Peal Holdings, Inc. and the Elder-Beerman Stores Corp. for 374,713 shares of Common Stock at a strike price of $14.80 per share dated December 30, 1997 (previously filed as Exhibit 4(e) to the Form 10-K and incorporated herein by reference) 4(e) Amendment No. 1 to the Rights Agreement, dated as of November 11, 1998 (previously filed as Exhibit 4.2 to the Form 8-A and incorporated herein by reference) 10(a) Modification Agreement, dated June 15, 2001, between Elder-Beerman and Scott J. Davido 10(b) Modification Agreement, dated June 15, 2001, between Elder-Beerman and Steven D. Lipton 10(c) Modification Agreement, dated June 15, 2001, between Elder-Beerman and James M. Zamberlan
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