-----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, TDoRqJkystv0Y953A1RGKpP+6KauTVCrT15swp0IU2NNBwRXt4hfh42L6fvj0syU KH56t3FyNVJoskNezEd0Ng== 0000950123-02-007531.txt : 20020808 0000950123-02-007531.hdr.sgml : 20020808 20020808080812 ACCESSION NUMBER: 0000950123-02-007531 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020807 ITEM INFORMATION: FILED AS OF DATE: 20020808 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: 02722289 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 y62802e8vk.txt HANOVER DIRECT, INC 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 7, 2002 ------------------------------------------ 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) 115 RIVER ROAD EDGEWATER, NEW JERSEY 07020 ----------------------------------- -------------- (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) ITEM 9. REGULATION FD DISCLOSURE. On August 7, 2002, Hanover Direct, Inc. (the "Company") issued a press release announcing results for the thirteen and twenty-six weeks ended June 29, 2002. 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 7, 2002, announcing operating results for the thirteen and twenty-six weeks ended June 29, 2002. 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 7, 2002 By: /s/ Edward M. Lambert --------------------------------------- Name: Edward M. Lambert Title: Executive Vice President and Chief Financial Officer EX-20.1 3 y62802exv20w1.txt PRESS RELEASE EXHIBIT 20.1 [HANOVER LOGO] FOR IMMEDIATE RELEASE CONTACT: Hanover Direct, Inc The MWW Group Edward M. Lambert Jamie Schwartz E.V.P & Chief Financial Officer Rich Tauberman Tel: (201) 272-3325 Tel: (201) 507-9500 HANOVER DIRECT ANNOUNCES BEST FIRST HALF RESULTS FOR ONGOING OPERATIONS SINCE 1994 EDGEWATER, NJ, August 7, 2002 - Hanover Direct, Inc. today announced operating results for the 13- and 26-weeks ended June 29, 2002. The Company achieved the best first half results from ongoing operations as well as the first positive second quarter net earnings from ongoing operations since 1994. Hanover Direct reported net earnings of $1.8 million for the 13-weeks ended June 29, 2002 compared with net earnings of $12.7 million for the comparable period last year. The results for the 13-week periods ended June 29, 2002 and June 30, 2001 include $0.3 million and $24.3 million, respectively, in gains resulting from the sale of the Improvements business and the Kindig Lane Property in 2001. Prior to the recognition of these gains, pro forma net earnings for the 13-weeks ended June 29, 2002 increased $13.1 million over the comparable period in 2001. For the 26-weeks ended June 29, 2002, Hanover Direct, Inc. reported net earnings of $0.0 million compared with net earnings of $5.1 million for the comparable period last year. The results for the 26-week periods ended June 29, 2002 and June 30, 2001 include $0.3 million and $24.3 million, respectively, in gains resulting from the sale of the Improvements business and the Kindig Lane Property. Pro forma net earnings for the 26-weeks ended June 29, 2002 increased $18.9 million over the comparable period in 2001 when these gains are excluded. The pro forma profit improvements of $13.1 million and $18.9 million for the 13- and 26-weeks ended June 29, 2002, respectively, are due to the successful implementation of the Company's continuing strategic business realignment, which resulted in reductions in all expense categories. Net (loss) per share was $(.01) and $(.05) applied to common shareholders for the 13- and 26-weeks ended June 29, 2002, respectively. The per share amounts were calculated after deducting the Series B Preferred Stock redemption price increases of $3.5 million and $6.4 million for the 13- and 26-weeks ended June 29, 2002, respectively. The weighted average number of shares outstanding used was 138,264,152 for the 13-week period ended June 29, 2002 and 138,244,591 for the 26-week period ended June 29, 2002. Hanover Direct, Inc. also reported EBITDA of $5.0 million and $6.4 million for 13- and 26-week periods ended June 29, 2002, respectively. Excluding the gains resulting from the sale of the Improvements business and the Kindig Lane Property, EBITDA improved over the prior year by $12.0 million and $16.4 million for the 13- and 26-week periods ended June 29, 2002, respectively. Net revenues decreased $54.4 million (19.6%) for the 26-week period ended June 29, 2002 to $223.4 million from $277.8 million for the comparable period in 2001. This decrease was due in part to the sale of the Improvements business on June 29, 2001, which accounted for $34.1 million of the reduction in revenues for the 26-week period ended June 29, 2002. The discontinuance of the Domestications Kitchen & Garden, Kitchen & Home, Encore and Turiya catalogs contributed $6.0 million to the reduction in net revenues for the 26-week period ended June 29, 2002. An additional portion of the drop in revenues amounting to $0.7 million can be attributed to the Company's decision to scale back on its third party fulfillment business by focusing only on profitable operations. The remaining balance of the decrease in net revenues can be attributed to softness in demand primarily related to certain brands and planned reductions in unprofitable circulation. A conference call with the management of Hanover Direct, Inc. to review the Fiscal 2002 first half operating results will be held on Thursday, August 8, 2002 at 1 p.m. Eastern Time. If you would like to participate in the call, please call 866-492-4377 (domestic) or 212-346-0147 (International) between 12:50 p.m. and 12:55 p.m. Eastern Time. A replay of the conference call will be available one hour after the call until 11:00 p.m. Eastern Time on August 9, 2002 and can be accessed by calling 800-633-8284 (domestic) or 402-977-9140 (International), Access Code #20800992. 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, Silhouettes, International Male, 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. Keystone Internet Services, Inc. (www.keystoneinternet.com), the Company's third party fulfillment operation, 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. HANOVER DIRECT, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS OF DOLLARS, EXCEPT SHARE AMOUNTS) JUNE DECEMBER 29, 29, 2002 2001 ---------- -------- (UNAUDITED) ASSETS CURRENT ASSETS: Cash and cash equivalents .................... $ 885 $ 1,121 Accounts receivable, net ..................... 17,860 19,456 Inventories .................................. 51,266 59,223 Prepaid catalog costs ........................ 17,341 14,620 Deferred tax asset, net ...................... 3,300 3,300 Other current assets ......................... 3,566 3,000 --------- --------- Total Current Assets ...................... 94,218 100,720 --------- --------- PROPERTY AND EQUIPMENT, AT COST: Land ......................................... 4,509 4,509 Buildings and building improvements .......... 18,205 18,205 Leasehold improvements ....................... 12,369 12,466 Furniture, fixtures and equipment ............ 59,562 59,287 --------- --------- 94,645 94,467 Accumulated depreciation and amortization .... (63,100) (60,235) --------- --------- Property and equipment, net .................. 31,545 34,232 --------- --------- Goodwill, net ................................ 9,278 9,278 Deferred tax asset, net ...................... 11,700 11,700 Other assets ................................. 1,118 1,731 --------- --------- Total Assets .............................. $ 147,859 $ 157,661 ========= ========= HANOVER DIRECT, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED) (IN THOUSANDS OF DOLLARS, EXCEPT SHARE AMOUNTS) JUNE DECEMBER 29, 29, 2002 2001 --------- ---------- (UNAUDITED) LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES: Current portion of long-term debt and capital lease obligations $ 3,068 $ 3,162 Accounts payable ............................................... 40,510 46,348 Accrued liabilities ............................................ 20,171 25,132 Customer prepayments and credits ............................... 7,396 5,143 --------- --------- Total Current Liabilities ............................. 71,145 79,785 --------- --------- NON-CURRENT LIABILITIES: Long-term debt ................................................. 26,492 26,548 Other .......................................................... 8,469 10,233 --------- --------- Total Non-current Liabilities ......................... 34,961 36,781 --------- --------- Total Liabilities ..................................... 106,106 116,566 --------- --------- SERIES B PARTICIPATING PREFERRED STOCK, authorized, issued and outstanding 1,622,111 shares at June 29, 2002 and December 29, 2001 . 83,231 76,823 SHAREHOLDERS' EQUITY (DEFICIT): Common Stock, $.66 2/3 par value, 300,000,000 shares authorized; 140,436,729 shares issued at June 29, 2002 and December 29, 2001 93,625 93,558 Capital in excess of par value ................................. 345,734 351,558 Accumulated deficit ............................................ (477,491) (477,497) --------- --------- (38,132) (32,381) --------- --------- Less: Treasury stock, at cost (2,120,929 shares at June 29, 2002 and 2,100,929 shares at December 29, 2001) ...................... (2,996) (2,942) Notes receivable from sale of Common Stock ..................... (350) (405) --------- --------- Total Shareholders' Equity (Deficit) .................. (41,478) (35,728) --------- --------- Total Liabilities and Shareholders' Equity (Deficit) .. $ 147,859 $ 157,661 ========= =========
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 29, JUNE 30, JUNE 29, JUNE 30, 2002 2001 2002 2001 --------- --------- ---------- --------- NET REVENUES ........................................... $ 113,852 $ 133,507 $ 223,363 $ 277,801 --------- --------- --------- --------- OPERATING COSTS AND EXPENSES: Cost of sales and operating expenses ................... 70,326 83,204 141,489 175,615 Special charges ........................................ -- 5,025 233 6,081 Selling expenses ....................................... 26,579 37,679 51,199 77,057 General and administrative expenses .................... 12,552 15,399 24,972 30,695 Depreciation and amortization .......................... 1,481 1,940 2,983 3,899 --------- --------- --------- --------- 110,938 143,247 220,876 293,347 --------- --------- --------- --------- EARNINGS (LOSS) FROM OPERATIONS ........................ 2,914 (9,740) 2,487 (15,546) Gain on sale of Improvements ........................... 318 22,818 318 22,818 Gain on sale of Kindig Lane ............................ -- 1,529 -- 1,529 --------- --------- --------- --------- EARNINGS BEFORE INTEREST AND TAXES ..................... 3,232 14,607 2,805 8,801 Interest expense, net .................................. 1,386 1,845 2,739 3,651 --------- --------- --------- --------- Earnings before income taxes ........................... 1,846 12,762 66 5,150 Income tax provision ................................... 30 30 60 60 --------- --------- --------- --------- NET EARNINGS AND COMPREHENSIVE EARNINGS ............................................... 1,816 12,732 6 5,090 Preferred stock dividends and accretion ................ 3,503 2,984 6,407 5,864 --------- --------- --------- --------- NET EARNINGS (LOSS) APPLICABLE TO COMMON SHAREHOLDERS .................................... $ (1,687) $ 9,748) $ (6,401) $ (774) ========= ========= ========= ========= NET EARNINGS (LOSS) PER COMMON SHARE: Net earnings (loss) per common share - basic and diluted $ (.01) $ .05 $ (.05) $ (.00) ========= ========= ========= ========= Weighted average common shares outstanding - basic (thousands) ...................................... 138,264 212,186 138,245 212,327 ========= ========= ========= ========= Weighted average common shares outstanding - diluted (thousands) ................................... 138,264 212,786 138,245 212,327 ========= ========= ========= =========
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