-----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, DP6lGJ9xPYFVg0V6QKTMvjrHTg6YSs1PBMX4P/i9/AaiGsfu0HCtFK+EiGPGbFH3 kFFvqQi0uKSv3xmAVyDL9w== 0000950123-94-000482.txt : 19940314 0000950123-94-000482.hdr.sgml : 19940314 ACCESSION NUMBER: 0000950123-94-000482 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940309 ITEM INFORMATION: 7 FILED AS OF DATE: 19940311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANOVER DIRECT INC /DE// CENTRAL INDEX KEY: 0000320333 STANDARD INDUSTRIAL CLASSIFICATION: 5961 IRS NUMBER: 138053260 STATE OF INCORPORATION: NV FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: 8-K SEC ACT: 34 SEC FILE NUMBER: 001-08056 FILM NUMBER: 94515502 BUSINESS ADDRESS: STREET 1: 1500 HARBOR BLVD CITY: WEEHAWKEN STATE: NJ ZIP: 07087 BUSINESS PHONE: 2018653800 FORMER COMPANY: FORMER CONFORMED NAME: HORN & HARDART CO /NV/ DATE OF NAME CHANGE: 19920703 8-K 1 FORM 8-K, HANOVER DIRECT, INC. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 9, 1994 HANOVER DIRECT, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) 1-12082 ----------------------- (Commission File Number) Delaware 13-0853260 ------------------------------- ----------- (State or other jurisdiction (I.R.S. Employer of incorporation) identification number) 1500 Harbor Boulevard, Weehawken, New Jersey 07087 ----------------------- -------------------------- (Address of principal (Zip Code) executive offices) Registrant's telephone number, including area code (201) 863-7300 ---------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 Item 7. Financial Statements and Exhibits. (b) Pro Forma Financial Information: Pro Forma Unaudited Consolidated Condensed Income Statement of the Registrant. - Unaudited Consolidated Condensed Pro Forma Income Statement of the Registrant for the Fiscal Year Ended January 1, 1994. -2- 3 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 hereunto duly authorized. HANOVER DIRECT, INC. (Registrant) March 9, 1994 /s/ Wayne P. Garten Name: Wayne P. Garten Title: Executive Vice President & Chief Financial Officer -3- 4 Item 7(b) UNAUDITED CONSOLIDATED CONDENSED PRO FORMA INCOME STATEMENT OF HANOVER DIRECT, INC. The following Unaudited Consolidated Condensed Pro Forma Income Statement of Hanover Direct, Inc. (the "Company") represents the results of operations of the Company for the fiscal year ended January 1, 1994: (1) as adjusted to reflect the acquisition of the retail and mail order assets of Gump's, Inc., which was consummated on July 12, 1993, (2) as adjusted to reflect the acquisition of Company Store Holdings, Inc., which was consummated on August 25, 1993, and (3) as adjusted to reflect the acquisition of Tweeds, Inc., which was consummated on September 30, 1993. The adjustments to the unaudited consolidated condensed income statement of the Company for the fiscal year ended January 1, 1994 reflect the impact as if such acquisitions had occurred as of the beginning of the fiscal year ended January 1, 1994. The Unaudited Consolidated Condensed Pro Forma Income Statement for the fiscal year ended January 1, 1994 includes the historical unaudited consolidated income statement of the Company for the fiscal year ended January 1, 1994 and the historical unaudited income statements of Gump's, Inc., Company Store Holdings, Inc. and Tweeds, Inc. for the twenty-seven weeks ended July 11, 1993, the eight months ended August 25, 1993 and the nine months ended September 26, 1993, respectively. The historical unaudited consolidated condensed income statement of Hanover Direct, Inc. for the fiscal year ended January 1, 1994 includes the results of operations of Gump's, Inc., Company Store Holdings, Inc. and Tweeds, Inc. from the respective dates of acquisition by the Company through January 1, 1994. The adjustments reflect entries that were made in accordance with the purchase method of accounting. The pro forma information is not necessarily indicative of the results that would have occurred or that may be achieved in the future. The Unaudited Consolidated Condensed Pro Forma Income Statement should be read in conjunction with the historical financial statements of each company as described in Item 7(a) of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 17, 1994. -4- 5 HANOVER DIRECT, INC. CONSOLIDATED CONDENSED PRO FORMA INCOME STATEMENT FOR THE FISCAL YEAR ENDED JANUARY 1, 1994 (UNAUDITED)
(In thousands) Gump's, Inc. Company Store Hanover Direct, Inc. Twenty-seven Holdings, Inc. Tweeds, Inc. Twelve Months Ended Weeks Ended Eight Months Ended Nine Months Ended January 1, 1994 July 11, 1993 August 25, 1993 September 26, 1993 ------------------------------------------------------------------------------- REVENUES $ 642,511 $ 27,309 $ 31,151 $ 24,513 Operating costs and expenses: Costs of sales and operating expenses 408,387 16,178 26,553 15,426 Selling expenses 157,811 8,230 6,285 6,910 General and administrative expenses 57,237 5,745 4,419 3,328 ------------------------------------------------------------------------------- INCOME FROM OPERATIONS 19,076 (2,844) (6,106) (1,151) ------------------------------------------------------------------------------- Interest and other income (expense): Interest expense (4,925) (1,367) (546) (379) Interest income 2,168 0 0 0 Other income (expense) 888 0 (56) 184 ------------------------------------------------------------------------------- (1,869) (1,367) (602) (195) ------------------------------------------------------------------------------- Income tax benefit (130) 0 0 0 ------------------------------------------------------------------------------- Net income (loss) $ 17,337 $ (4,211) $ (6,708) $ (1,346) =============================================================================== Net income per share $ 0.17 F =============
(In thousands) Pro Forma Adjustments ProForma ------------------------------ REVENUES $ (1,735)A $ 723,749 Operating costs and expenses: Costs of sales and operating expenses (1,569)B 464,975 Selling expenses (1,797)C 177,439 General and administrative expenses (1,966)D 68,763 ------------------------------ INCOME FROM OPERATIONS 3,597 12,572 ------------------------------ Interest and other income (expense): Interest expense 1,491E (5,726) Interest income 0 2,168 Other income (expense) 0 1,016 ------------------------------ 1,491 (2,542) ------------------------------ Income tax benefit 0 (130) ------------------------------ Net income (loss) $ 5,088 $10,160 ============================== Net income per share $ 0.08F ========
A. Represents the elimination of revenues related to operations not acquired for Company Store Holdings, Inc. B. Represents the elimination of costs related to operations not acquired for Company Store Holdings, Inc. C. Represents the elimination of approximately $1,364 and $739 of costs related to operations not acquired for Gump's, Inc. and Company Store Holdings, Inc., respectively, and approximately $306 of additional costs for the amortization of Tweeds, Inc.'s and Gump's, Inc.'s mailing list. D. Represents the elimination of approximately $1,357 of net reorganization and amortization costs for Gump's Inc., Company Store Holdings, Inc. and Tweeds, Inc., and the elimination of approximately $609 of store and equipment leases and depreciation expense for Company Store Holdings, Inc. E. Represents the elimination of higher interest expense for Gump's, Inc. ($1,270), Company Store Holdings, Inc. ($146) and Tweeds, Inc. ($75) as the result of the elimination of certain operations. F. The earnings per share is calculated after deducting from Net Income the preferred stock dividends of $4,093, and assuming the shares issued in connection with each acquisition were outstanding as of the beginning of 1993. -5- -----END PRIVACY-ENHANCED MESSAGE-----