-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bsglbg920eDl/g4bmpmOvssEmqcFDqRBz4+GpfPq4GloyHEF8f3i33kOA8cjiTVM 6wEjmTWPdt8ZfASaFcPfag== 0000950123-01-505529.txt : 20010815 0000950123-01-505529.hdr.sgml : 20010815 ACCESSION NUMBER: 0000950123-01-505529 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010814 ITEM INFORMATION: FILED AS OF DATE: 20010814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANOVER DIRECT INC CENTRAL INDEX KEY: 0000320333 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 138053260 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08056 FILM NUMBER: 1708407 BUSINESS ADDRESS: STREET 1: 1500 HARBOR BLVD CITY: WEEHAWKEN STATE: NJ ZIP: 07087 BUSINESS PHONE: 2018653800 MAIL ADDRESS: STREET 1: 1500 HARBOR BLVD CITY: WEEHAWKEN STATE: NJ ZIP: 07087 FORMER COMPANY: FORMER CONFORMED NAME: HORN & HARDART CO /NV/ DATE OF NAME CHANGE: 19920703 8-K 1 y52557e8-k.txt 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): AUGUST 14, 2001 ------------------------------------------------ HANOVER DIRECT, INC. ---------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN 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 9. REGULATION FD DISCLOSURE. On August 14, 2001, Hanover Direct, Inc. (the "Company") issued a press release announcing operating results for the 13 and 26 weeks ended June 30, 2001. A copy of such press release is furnished under this Form 8-K pursuant to Regulation FD. EXHIBITS Exhibit 20.1 Press Release dated August 14, 2001, announcing operating results for the 13 and 26 weeks ended June 30, 2001. 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) August 14, 2001 By: /s/ Brian C. Harriss ------------------------------------ Name: Brian C. Harriss Title: Executive Vice President and Chief Financial Officer EX-20.1 3 y52557ex20-1.txt PRESS RELEASE 1 EXHIBIT 20.1 [HANOVER DIRECT LOGO] FOR IMMEDIATE RELEASE CONTACT: Hanover Direct, Inc. The MWW Group Brian C. Harriss Jamie Schwartz E.V.P & Chief Financial Officer Rich Tauberman Tel: (201) 272-3224 Tel: (201) 507-9500 HANOVER DIRECT REPORTS SECOND QUARTER 2001 NET EARNINGS OF $12.7 MILLION FROM ASSET SALES AND STRATEGIC BUSINESS REALIGNMENT BENEFITS WEEHAWKEN, NJ, August 14, 2001 -Hanover Direct, Inc. (AMEX: HNV) today announced operating results for the 13 and 26 weeks ended June 30, 2001. Hanover Direct, Inc. reported Net Revenues of $133.5 million for the 13 weeks ended June 30, 2001, a decrease of $9.9 million or 6.9% from the comparable period in 2000, primarily due to the elimination of catalogs at the end of last year. The Company reported Net Earnings of $12.7 million for the 13 weeks ended June 30, 2001, including a gain of $22.8 million on the sale of the Improvements business and a gain of $1.5 million on the sale of its warehouse in Hanover, Pennsylvania. The Company reported a Net Loss of $(13.7) million in the comparable period in 2000. The profit improvement of $26.4 million was primarily due to: the gain on sale of the Improvements business; the gain on sale of the Hanover, Pennsylvania warehouse; decreased cost of sales and operating expenses; and decreased general and administrative expenses; partially offset by: decreased net revenues; and additional special charges associated with the Company's strategic business realignment program. For the 26 weeks ended June 30, 2001, Hanover Direct, Inc. reported Net Revenues of $277.8 million, an increase of $4.2 million or 1.5% from the comparable period in 2000. The Company reported Net Earnings of $5.1 million for the 26 weeks ended June 30, 2001 (which included a gain of $22.8 million on the sale of the Improvements business and a gain of $1.5 million on the sale of its warehouse in Hanover, Pennsylvania) versus a Net Loss of $(27.1) million in the comparable period in 2000. The profit improvement of $32.2 million was primarily due to: the gain on sale of the Improvements business; the gain on sale of the Hanover, Pennsylvania warehouse; decreased cost of sales and operating expenses; and decreased general and administrative expenses; partially offset by: increased selling expenses; and special charges associated with the Company's strategic business realignment program. The Company's results for the 13 and 26 weeks ended June 30, 2001 include continued charges related to the strategic business realignment program announced on January 5, 2001 of $5.0 million and $6.1 million, respectively. In the 13 weeks ended June 30, 2001, the Company provided special charges of $5.0 million, primarily related to: the exit from the Maumelle and Hanover warehouses, including the write-down for impairment of remaining assets at both facilities; severance costs related to the elimination of positions at the Hanover, Pennsylvania facility; and the reduction of 32 FTE positions across other areas of the Company's business. A conference call with the management of Hanover Direct, Inc. to review the Fiscal 2001 first half operating results and ongoing strategic restructuring activities will be held on Tuesday, August 14, 2001 at 11 a.m. Eastern Time. If you 2 would like to participate in the call, please call 212-346-0250 between 10:50 a.m. and 10:55 a.m. Eastern Time. The call will begin promptly at 11:00 a.m. Eastern Time. A re-play of the conference will be available from 1:00 p.m. Eastern Time on August 14, 2001 until 11:59 p.m. Eastern Time on August 15, 2001 and can be accessed by calling 800-633-8284 (domestic) and 858-812-6440 (International) and entering the Code #: 19480756. ABOUT HANOVER DIRECT, INC. Hanover Direct, Inc. (AMEX: HNV) and its business units provide quality, branded merchandise through a portfolio of catalogs and e-commerce platforms to consumers, as well as a comprehensive range of Internet, e-commerce, and fulfillment services to businesses. Hanover Brands, Inc. is comprised of the Company's catalog and e-commerce web site portfolio of home fashions, apparel and gift brands, including Domestications, The Company Store, Company Kids, Encore, Silhouettes, International Male, Undergear, Scandia Down, and Gump's By Mail. The Company owns Gump's, a retail store based in San Francisco. Each brand can be accessed on the Internet individually by name. erizon, Inc. is comprised of Keystone Internet Services, Inc. (www.keystoneinternet.com), the Company's third party fulfillment operation, and also provides the logistical, IT and fulfillment needs of Hanover Brands, Inc. Information on Hanover Direct, including each of its subsidiaries, can be accessed on the Internet at www.hanoverdirect.com. ================================================================================ 3 HANOVER DIRECT, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS OF DOLLARS, EXCEPT SHARE AMOUNTS) (UNAUDITED)
JUNE 30, DECEMBER 30, 2001 2000 ---- ---- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 2,099 $ 1,691 Accounts receivable, net 18,898 27,703 Inventories 60,918 69,612 Prepaid catalog costs 22,900 23,084 Deferred tax asset, net 3,300 3,300 Other current assets 3,040 3,056 --------- --------- Total Current Assets 111,155 128,446 --------- --------- PROPERTY AND EQUIPMENT, AT COST: Land 4,509 4,724 Buildings and building improvements 18,189 23,442 Leasehold improvements 12,313 12,624 Furniture, fixtures and equipment 59,352 59,773 Construction in progress 298 647 --------- --------- 94,661 101,210 Accumulated depreciation and amortization (57,265) (55,570) --------- --------- Property and equipment, net 37,396 45,640 --------- --------- Goodwill, net 9,447 15,816 Deferred tax asset, net 11,700 11,700 Other assets 1,384 1,417 --------- --------- Total Assets $ 171,082 $ 203,019 ========= =========
4 HANOVER DIRECT, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED) (IN THOUSANDS OF DOLLARS, EXCEPT SHARE AMOUNTS) (UNAUDITED)
JUNE 30, DECEMBER 30, 2001 2000 ---- ---- LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES: Current portion of long-term debt and capital lease obligations $ 3,126 $ 3,718 Accounts payable 56,799 67,858 Accrued liabilities 27,618 34,443 Customer prepayments and credits 6,494 5,592 --------- --------- Total Current Liabilities 94,037 111,611 --------- --------- NON-CURRENT LIABILITIES: Long-term debt 15,980 35,318 Other 7,403 8,914 --------- --------- Total Non-current Liabilities 23,383 44,232 --------- --------- Total Liabilities 117,420 155,843 --------- --------- SERIES A CUMULATIVE PARTICIPATING PREFERRED STOCK, mandatory redemption at $50 per share ($70,000), 2,345,000 shares authorized, 1,588,235 shares issued at June 30, 2001 and 1,475,498 shares issued at December 30, 2000 77,509 71,628 SHAREHOLDERS' EQUITY (DEFICIT): Common Stock, $.66 2/3 par value, 300,000,000 shares authorized; 214,425,498 shares issued at June 30, 2001 and December 30, 2000 142,951 142,951 Capital in excess of par value 303,110 307,595 Accumulated deficit (466,561) (471,651) --------- --------- (20,500) (21,105) --------- --------- Less: Treasury stock, at cost (2,239,167 shares at June 30, 2001 and 729,167 shares at December 30, 2000) (2,930) (2,223) Notes receivable from sale of Common Stock (417) (1,124) --------- --------- Total Shareholders' Equity (Deficit) (23,847) (24,452) --------- --------- Total Liabilities and Shareholders' Equity (Deficit) $ 171,082 $ 203,019 ========= =========
5 HANOVER DIRECT, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
FOR THE 13-WEEKS ENDED FOR THE 26-WEEKS ENDED ---------------------- ---------------------- JUNE 30, JUNE 24, JUNE 30, JUNE 24 --------- --------- --------- --------- 2001 2000 2001 2001 --------- --------- --------- --------- NET REVENUES $ 133,507 $ 143,406 $ 277,801 $ 273,556 --------- --------- --------- --------- OPERATING COSTS AND EXPENSES Cost of sales and operating expenses 83,204 96,147 175,615 184,377 Special charges 5,025 -- 6,081 -- Selling expenses 37,679 37,053 77,057 69,020 General and administrative expenses 15,399 19,074 30,695 36,927 Depreciation and amortization 1,940 2,479 3,899 4,938 --------- --------- --------- --------- 143,247 154,753 293,347 295,262 --------- --------- --------- --------- (LOSS) FROM OPERATIONS (9,740) (11,347) (15,546) (21,706) Gain on sale of Improvements 22,818 -- 22,818 -- Gain on sale of Kindig Lane 1,529 -- 1,529 -- --------- --------- --------- --------- EARNINGS (LOSS) BEFORE INTEREST AND TAXES 14,607 (11,347) 8,801 (21,706) Interest expense, net 1,845 2,309 3,651 5,323 --------- --------- --------- --------- EARNINGS (LOSS) BEFORE INCOME TAXES 12,762 (13,656) 5,150 (27,029) Income tax provision 30 30 60 105 --------- --------- --------- --------- NET EARNINGS (LOSS) AND COMPREHENSIVE EARNINGS (LOSS) 12,732 (13,686) 5,090 (27,134) Preferred stock dividends and accretion 2,984 -- 5,864 87 --------- --------- --------- --------- NET EARNINGS (LOSS) APPLICABLE TO COMMON SHAREHOLDERS $ 9,748 $ (13,686) $ (774) $ (27,221) ========= ========= ========= ========= NET EARNINGS (LOSS) PER COMMON SHARE: Net earnings (loss) per common share - basic and diluted $ .05 $ (.06) $ .00 $ (.13) ========= ========= ========= ========= Weighted average common shares outstanding - basic and diluted (thousands) 212,186 213,553 212,327 212,742 ========= ========= ========= ========= Weighted average common shares outstanding - basic and diluted (thousands) 212,188 213,553 212.327 212,742 ========= ========= ========= =========
6 HANOVER DIRECT, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS OF DOLLARS) (UNAUDITED)
FOR THE 26-WEEKS ENDED ---------------------- JUNE 30, JUNE 24, --------- --------- 2001 2000 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings (loss) $ 5,090 $(27,134) Adjustments to reconcile net (loss) to net cash (used) by operating activities: Depreciation and amortization, including deferred fees 4,212 6,804 Provision for doubtful accounts 283 2,322 Special charges 2,388 -- Gain on sale of Improvements (22,818) -- Gain on sale of Kindig Lane (1,529) -- Compensation expense related to stock options 1,379 2,474 Changes in assets and liabilities, net of sale of business: Accounts receivable 7,928 (957) Inventories 5,382 (9,664) Prepaid catalog costs (3,824) (1,339) Accounts payable (2,377) (126) Accrued liabilities (9,241) (5,678) Customer prepayments and credits 1,051 47 Other non-current liabilities (1,577) -- Other, net (248) (630) -------- -------- Net cash (used) in operating activities (13,901) (33,881) -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Acquisitions of property and equipment (734) (5,991) Proceeds from sale of Blue Ridge Associates -- 838 Proceeds from sale of Improvements 30,235 -- Proceeds from sale of Kindig Lane 4,671 -- -------- -------- Net cash provided by (used in) investing activities 34,172 (5,153) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Net (payments) borrowings under Congress revolving loan facility (15,029) 27,644 Net (payments) borrowings under Congress term loan facility (4,746) 11,344 Borrowing under Richemont line of credit facility -- 25,000 Redemption of Term financing facility -- (16,000) Redemption of Industrial Revenue Bonds -- (8,000) Payment of debt issuance costs -- (2,325) Proceeds from issuance of Common Stock -- 848 Series B Convertible Additional Preferred Stock dividends -- (920) Other, net (88) (156) -------- -------- Net cash (used in) provided by financing activities (19,863) 37,435 -------- -------- Net increase (decrease) in cash and cash equivalents 408 (1,599) Cash and cash equivalents at the beginning of the year 1,691 2,849 -------- -------- Cash and cash equivalents at the end of the period $ 2,099 $ 1,250 ======== ========
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