-----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, RvzoH/Cqm4tr2xN6VnuAT2T26LZjP/osHJMpihwGctzRPyhI18m2tON5FCRpcaKO dTBcUm8CC8Qd7Ysx6Bz+MQ== 0000950123-03-005728.txt : 20030513 0000950123-03-005728.hdr.sgml : 20030513 20030512202831 ACCESSION NUMBER: 0000950123-03-005728 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030512 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030513 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: 03693832 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 y86283k2e8vk.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): MAY 12, 2003 ------------ 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 (INFORMATION FURNISHED PURSUANT TO ITEM 12, "DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION"). On May 12, 2003, Hanover Direct, Inc. (the "Company") issued a press release announcing operating results for the 13-weeks ended March 29, 2003. A copy of such press release is furnished as an exhibit to this Form 8-K. The press release contains an EBITDA Comparison Schedule for the 13-weeks ended March 29, 2003 and March 30, 2002 (adjusted to add back stock option expense), which reflects the view utilized by Company management to monitor the business. Management believes that Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) (adjusted to add back stock option expense) offers a useful tool in addition to traditional GAAP tools to measure operational cash flow. Management utilizes comparative EBITDA to evaluate the Company's performance independent of other factors. The information contained in this Item 9 is being furnished pursuant to "Item 12, Results of Operations and Financial Condition" of Form 8-K in accordance with Release No. 33-8216 of the Securities and Exchange Commission. EXHIBITS Exhibit 99.1 Press Release, dated May 12, 2003, announcing operating results for the 13-weeks ended March 29, 2003.
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) May 12, 2003 By: /s/ Edward M. Lambert ---------------------------------------- Name: Edward M. Lambert Title: Executive Vice President and Chief Financial Officer EX-99.1 3 y86283k2exv99w1.txt PRESS RELEASE . . . EXHIBIT 99.1 [HANOVER DIRECT LOGO] FOR IMMEDIATE RELEASE CONTACT: Hanover Direct, Inc The MWW Group Edward M. Lambert Rich Tauberman E.V.P & Chief Financial Officer Tel: (201) 507-9500 Tel: (201) 272-3325
HANOVER DIRECT REPORTS NET INCOME OF $0.2 MILLION, A $2.0 MILLION IMPROVEMENT OVER PRIOR YEAR. INTERNET DEMAND INCREASES BY 32.5%. EDGEWATER, NJ, May 12, 2003 - Hanover Direct, Inc. today reported net income of $0.2 million for the 13- weeks ended March 29, 2003 compared with a net loss of $1.8 million for the comparable period in the year 2002. Compared with the same fiscal period in the year 2002, the $2.0 million increase in net income was primarily due to the recording of a $1.9 million deferred gain during the 13- weeks ended March 29, 2003 related to the June 29, 2001 sale of the Company's Improvements business. Net loss per common share was $.02 and $.03 for the 13- weeks ended March 29, 2003 and March 30, 2002, respectively. The per share amounts were calculated after deducting preferred dividends and accretion of $3.6 million and $2.9 million for the 13- weeks ended March 29, 2003 and March 30, 2002, respectively. The Company also announced that EBITDA (earnings before interest, taxes, depreciation and amortization) adjusted to add back stock option expense was $3.0 million for the 13- weeks ended March 29, 2003 compared with $1.4 million for the comparable fiscal period in 2002. The Company also reported net revenues decreased $7.0 million (6.4%) for the 13-week period ended March 29, 2003 to $102.5 million from $109.5 million for the comparable fiscal period in the year 2002. The decrease is due principally to softness in demand and a 2.1% reduction in overall circulation for continuing businesses from the comparable fiscal period in 2002. This reduction resulted from the Company's continued efforts to reduce unprofitable circulation and remain focused on its strategy of increasing profitable circulation. Internet sales continue to increase, and comprise 26.5% of combined Internet and catalog revenues for the 13- weeks ended March 29, 2003, and have improved by $6.3 million or 32.5% to $25.5 million from $19.2 million for the comparable fiscal period in the year 2002. A conference call with the management of Hanover Direct, Inc. to review the Fiscal 2003 first quarter operating results will be held on Tuesday, May 13, 2003 at 11 a.m. Eastern Daylight Time. If you would like to participate in the call, please call 877-691-0878 (Domestic) and 973-582-2741 (International) between 10:50 a.m. and 10:55 a.m. Eastern Daylight Time. The call will begin promptly at 11:00 a.m. Eastern Daylight Time. A re-play of the conference will be available from 2:00 p.m. Eastern Daylight Time on Tuesday, May 13, 2003 until 2:00 p.m. Eastern Daylight Time on Wednesday, May 14, 2003 and can be accessed by calling 877-519-4471 (Domestic) and 973-341-3080 (International) and entering the Reservation No.: 3921300. The Hanover Direct, Inc. 2003 Annual Shareholders Meeting has been scheduled for Thursday, May 15, 2003. The meeting will be held at the Sheraton Suites on the Hudson, 500 Harbor Boulevard, Weehawken, New Jersey and will commence at 9:30 a.m. The Sheraton Suites on the Hudson are directly across the street from the Lincoln Harbor stop on the New York Waterway Ferry. 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. The Company's catalog and Internet portfolio of home fashions, apparel and gift brands include 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, LLC (www.keystoneinternet.com), the Company's third party fulfillment operation, also provides the logistical, IT and fulfillment needs of the Company's catalogs and web sites. 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)
MARCH 29, DECEMBER 28, 2003 2002 --------- ------------ (UNAUDITED) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 2,594 $ 785 Accounts receivable, net 13,580 16,945 Inventories 53,425 53,131 Prepaid catalog costs 17,222 13,459 Other current assets 4,016 3,967 --------- --------- Total Current Assets 90,837 88,287 --------- --------- Property and equipment 89,150 88,609 Accumulated depreciation and amortization (60,570) (59,376) --------- --------- Property and equipment, net 28,580 29,233 --------- --------- Goodwill, net 9,278 9,278 Deferred tax asset, net 13,600 12,400 Other assets 263 902 --------- --------- Total Assets $ 142,558 $ 140,100 ========= ========= LIABILITIES AND SHAREHOLDERS' DEFICIENCY CURRENT LIABILITIES: Current portion of long-term debt and capital lease obligations $ 29,423 $ 3,802 Accounts payable 44,581 42,873 Accrued liabilities 19,964 26,351 Customer prepayments and credits 6,900 4,722 Deferred tax liability 2,300 1,100 --------- --------- Total Current Liabilities 103,168 78,848 --------- --------- NON-CURRENT LIABILITIES: Long-term debt 25 21,327 Other 5,804 6,387 --------- --------- Total Non-current Liabilities 5,829 27,714 --------- --------- Total Liabilities 108,997 106,562 --------- --------- SERIES B REDEEMABLE PREFERRED STOCK, authorized, issued and outstanding, 1,622,111 shares at March 29, 2003 and December 28, 2002; liquidation preference was $98,203 and $92,379 at March 29, 2003 and December 28, 2002 95,664 92,379 SHAREHOLDERS' DEFICIENCY: Common Stock, $.66 2/3 par value, 300,000,000 shares authorized; 140,436,729 shares issued at March 29, 2003 and December 28, 2002 93,625 93,625 Capital in excess of par value 334,053 337,507 Accumulated deficit (486,435) (486,627) --------- --------- (58,757) (55,495) --------- --------- Less: Treasury stock, at cost (2,120,929 shares at March 29, 2003 and December 28, 2002) (2,996) (2,996) Notes receivable from sale of Common Stock (350) (350) --------- --------- Total Shareholders' Deficiency (62,103) (58,841) --------- --------- Total Liabilities and Shareholders' Deficiency $ 142,558 $ 140,100 ========= =========
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 ------------------------- MARCH 29, MARCH 30, 2003 2002 --------- --------- NET REVENUES $ 102,474 $ 109,511 --------- --------- OPERATING COSTS AND EXPENSES: Cost of sales and operating expenses 65,539 71,163 Special charges 277 233 Selling expenses 24,453 24,620 General and administrative expenses 11,278 12,420 Depreciation and amortization 1,183 1,502 --------- --------- 102,730 109,938 --------- --------- LOSS FROM OPERATIONS (256) (427) Gain on sale of Improvements 1,911 -- --------- --------- INCOME (LOSS) BEFORE INTEREST AND 1,655 (427) Interest expense, net 1,448 1,353 --------- --------- INCOME (LOSS) BEFORE INCOME TAXES 207 (1,780) Provision for state income taxes 15 30 --------- --------- NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) 192 (1,810) Preferred stock dividends and accretion 3,632 2,904 --------- --------- NET LOSS APPLICABLE TO COMMON SHAREHOLDERS $ (3,440) $ (4,714) ========= ========= NET LOSS PER COMMON SHARE: Net loss per common share - basic and diluted $ (.02) $ (.03) ========= ========= Weighted average common shares outstanding - basic (thousands) 138,316 138,225 ========= ========= Weighted average common shares outstanding - diluted (thousands) 138,316 138,225 ========= =========
HANOVER DIRECT, INC. AND SUBSIDIARIES CASH FLOW STATEMENT (IN THOUSANDS OF DOLLARS) (UNAUDITED)
FOR THE 13- WEEKS ENDED ----------------------- MARCH 29, MARCH 30, CASH FLOWS FROM OPERATING ACTIVITIES: 2003 2002 ------- --------- NET INCOME / (LOSS) $ 192 $(1,810) Depreciation & Amortization, including deferred fees 1,680 1,847 Compensation expense related to stock options 177 317 Gain on sale of Improvements (1,911) -- Other, net 193 -- CHANGES IN ASSETS & LIAB: Accounts Receivable 3,186 5,154 Inventories (294) 3,459 Prepaid Catalog Costs (3,763) (2,043) Accounts Payable 1,708 (6,599) Other Liabilities (6,970) (4,551) Customer prepayments & Credits 2,178 1,284 Other, Net 128 (479) ------- ------- NET CASH USED BY OPERATING ACTIVITIES: (3,496) (3,421) ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Acquisitions of property & equipment (546) (88) Proceeds from sale of Improvements 2,000 -- Other, net (87) -- ------- ------- NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES: 1,367 (88) ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings under Congress facilities 4,323 3,474 Other, net (385) (62) ------- ------- NET CASH PROVIDED BY FINANCING ACTIVITIES: 3,938 3,412 ------- ------- NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS 1,809 (97) CASH & CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 785 1,121 ------- ------- CASH & CASH EQUIVALENTS AT THE END OF THE PERIOD $ 2,594 $ 1,024 ======= ======= SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid for: Interest $ 806 $ 831 Income taxes $ 196 $ 75 Non-cash investing and financing activities Series B Preferred Stock redemption price increase $ 3,285 $ 2,904 Tandem share expirations $ -- $ 55
HANOVER DIRECT, INC. AND SUBSIDIARIES EBITDA COMPARISON SCHEDULE (IN THOUSANDS OF DOLLARS) FOR THE 13- WEEKS ENDED
MARCH 29, MARCH 30, 2003 2002 --------- --------- INCOME (LOSS) BEFORE INTEREST & TAXES $1,655 $ (427) ------ ------- Add: Depreciation and amortization 1,183 1,502 ------ ------- EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION & AMORTIZATION (EBITDA) 2,838 1,075 ------ ------- Add: Compensation expense related to stock options 177 317 ------ ------- EBITDA AS DEFINED FOR DEBT COVENANT $3,015 $ 1,392 ------ -------
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