UNITED STATES
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
EXCHANGE ACT OF 1934
For the quarterly period ended August 2, 1997
//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 1-1394
Edison Brothers Stores, Inc.
(Exact name of registrant as specified in its charter)
Delaware 43-0254900
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
501 N. Broadway, St. Louis, Missouri 63102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 314-331-6000
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
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the close of the period covered by this report:
Common Stock, $1 par value - 22,201,778
EDISON BROTHERS STORES, INC. AND SUBSIDIARIES
INDEX
Page No.
Part I. Financial Information
Condensed Consolidated Balance Sheets as of
August 2, 1997, February 1, 1997, and August 3, 1996 1
Condensed Consolidated Statements of Operations for
the 13 weeks and 26 weeks ended August 2, 1997, and the 13 weeks
and 26 weeks ended August 3, 1996 2
Condensed Consolidated Statements of Cash Flows
for the 26 weeks ended August 2, 1997, and the 26 weeks
ended August 3, 1996 3
Notes to Condensed Consolidated
Financial Statements 4
Management's Discussion and Analysis of Operating
Results and Financial Condition 10
Part II. Other Information 12
Signatures 12
<TABLE>
PART I FINANCIAL INFORMATION
EDISON BROTHERS STORES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
<CAPTION>
Aug 2, February 1 Aug 3,
1997 1997 1996
(In Millions)
<S> <C> <C> <C>
Current Assets:
Cash and cash equivalents $ 170.2 $125.6 $123.2
Investments --- 78.5 54.1
Merchandise inventories 220.5 210.7 243.2
Prepaid expenses 13.8 14.6 17.2
Other current assets 3.2 5.6 7.8
Total Current Assets 407.7 435.0 445.5
Assets Held for Sale 10.9 10.9 -
Property and Equipment, net 141.5 146.0 190.5
Intangible Assets, net 0.2 - 45.7
Prepaid Pension Expense 60.5 41.3 38.1
Other Assets 6.8 10.2 14.1
Total Assets $627.6 $ 643.4 $733.9
LIABILITIES AND COMMON STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Merchandise accounts payable $ 53.8 $ 50.7 56.5
Expense accounts payable 30.0 28.1 25.7
Payroll and vacations 10.6 10.7 12.3
Other taxes 5.4 5.7 6.7
Other current liabilities 28.1 23.1 17.8
Total Current Liabilities 127.9 118.3 119.0
Liabilities Subject to Settlement under
Reorganization Proceedings 453.6 508.3 497.4
Postretirement Benefits 42.6 - -
Other Liabilities 22.3 18.9 19.7
Common Stockholders' Equity (Deficit):
Common stock, par value $1 22.2 22.2 22.2
Capital in excess of par value 77.0 76.9 76.8
Retained earnings (deficit) (118.4) (101.6) (1.2)
Foreign currency translation
adjustment and other 0.4 0.4 -
Total Common Stockholders' Equity
(Deficit) (18.8) (2.1) 97.8
Total Liabilities and Equity
(Deficit) $627.6 $643.4 $ 733.9
<fn1>
See notes to condensed consolidated financial statements.
</fn1>
</TABLE>
<TABLE>
EDISON BROTHERS STORES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
13 Weeks Ended 26 Weeks Ended
Aug 2, Aug 3, Aug 2, Aug 3,
1997 1996 1997 1996
(In millions except pershare data)
<S> <C> <C> <C> <C>
Net Sales $236.6 $268.8 $460.6 $526.9
Cost of goods sold, occupancy, and
buying expenses 165.4 207.3 323.5 390.4
Store operating and administrative
expenses 65.9 68.5 128.5 137.4
Depreciation and amortization 7.7 10.1 15.3 20.5
Interest expense, net 0.6 0.5 1.5 0.9
Restructuring and reorganization
expenses 10.1 7.0 18.2 18.6
Pension settlement gain (15.8) -- (15.8) --
Other 3.4 0.6 6.1 1.6
Total Costs and Expenses 237.3 294.0 477.3 569.4
Loss before Income Taxes (0.7) (25.2) (16.7) (42.5)
Income tax provision (0.9) -- 0.2 0.4
Net Income(Loss) $0.2 ($25.2) ($16.9) ($42.9)
Net Income(Loss)per Common Share $0.01 ($1.14) ($0.76) ($1.93)
Weighted Average Common Shares
Outstanding (In thousands) 22,202 22,202 22,202 22,168
<fn2>
See notes to condensed consolidated financial statements.
</fn2>
</TABLE>
<TABLE>
EDISON BROTHERS STORES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
26 Weeks Ended
Aug 2, 1997 Aug 3,1996
(In Millions)
<S> <C> <C>
Cash Flows from Operating Activities:
Net loss $ (16.9) $(42.9)
Adjustments to reconcile net loss to
net cash provided by (used in) operating activities:
Depreciation and amortization 15.3 20.5
Loss on disposal of property and equipment 2.7 --
Restructuring and reorganization expenses,
noncash portion 3.3 9.3
Pension settlement gain (15.8) --
Working capital changes, net of effects from
acquisitions and divestitures (0.7) 56.4
Other (2.0) 1.6
Total Operating Activities (14.1) 44.9
Cash Flows from Investing Activities:
Capital expenditures (17.5) (7.9)
(Increase)decrease in investments 78.5 (54.1)
Proceeds from property and equipment disposals 0.1 --
Other (0.1) 0.7
Total Investing Activities 61.0 (61.3)
Cash Flows from Financing Activities:
Payments on capital lease obligation (2.5) --
Net Prepetition payments under short-term
credit facility -- (0.2)
Other 0.2 0.9
Total Financing Activities (2.3) 0.7
Effect of exchange rate changes on cash -- (0.7)
Cash Provided 44.6 (16.4)
Beginning Cash and Cash Equivalents 125.6 139.6
Ending Cash and Cash Equivalents $ 170.2 $ 123.2
</TABLE>
EDISON BROTHERS STORES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions)
1. The information set forth in these interim financial statements as of
and for the three and six months ended August 2, 1997 and August 3, 1996,
respectively, is unaudited. In the opinion of management, the unaudited
financial statements reflect all adjustments necessary to present fairly
the consolidated financial results of Edison Brothers Stores, Inc. (the
Company) for the periods indicated. Results of operations for the interim
period ended August 2, 1997 are not necessarily indicative of the results
of operations for the full fiscal year.
2. On November 3, 1995 (the Petition Date), the Company and 65 of its
subsidiaries and affiliates the Debtors) filed petitions for relief under
Chapter 11 of the United States Bankruptcy Code (Chapter 11) in the United
States Bankruptcy Court (the "Court") in Wilmington, Delaware. The Debtors
are presently operating their respective businesses as debtors-in-
possession. A statutory Creditors' Committee has been appointed in the
Chapter 11 cases. In addition, the U.S. Trustee appointed an Equity
Committee during the fourth quarter of 1996.
Certain foreign subsidiaries were not included in the Chapter 11 filing.
The results of their operations and financial position are not material to
the consolidated financial statements.
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles applicable to a going concern,
which principles, except as otherwise disclosed, assume that assets will be
realized and liabilities will be discharged in the normal course of
business. As a result of the Chapter 11 cases and circumstances relating
to this event, including the Company's debt structure, its recurring
losses, and current economic conditions, such realization of assets and
liquidation of liabilities are subject to significant uncertainty.
Additionally, the amounts reported on the consolidated balance sheet could
materially change because of the plan of reorganization, since such
reported amounts do not give effect to adjustments to the carrying value of
the underlying assets or amounts of liabilities that may ultimately result.
In the Chapter 11 cases, substantially all liabilities as of the Petition
Date are subject to compromise or other treatment under a plan of
reorganization. For financial reporting purposes, those liabilities and
obligations whose disposition is dependent on the outcome of the Chapter 11
cases have been segregated and classified as liabilities subject to
settlement under reorganization proceedings in the consolidated balance
sheets. Generally, actions to enforce or otherwise effect repayment of all
pre-Chapter 11 liabilities as well as all pending litigation against the
Debtors are stayed while the Debtors continue their business operations as
debtors-in-possession. Schedules have been filed by the Debtors with the
Court setting forth the assets and liabilities of the Debtors as of the
Petition Date as reflected in the Debtors' accounting records. Differences
between amounts reflected in such schedules and claims filed by creditors
will be investigated and either amicably resolved or adjudicated. The
ultimate amount of and settlement terms for such liabilities are subject to
a plan of reorganization and accordingly are not presently determinable.
Under the Bankruptcy Code, the Company may elect to assume or reject real
estate leases, employment contracts, personal property leases, service
contracts, and other prepetition executory contracts, subject to Court
approval. The liabilities subject to settlement under reorganization
proceedings include a provision for the estimated amount that may be
claimed by lessors and allowed in connection with the real estate leases.
The Company will continue to analyze its executory contracts and may assume
or reject additional contracts.
On February 27, 1997, the Debtors filed a proposed Joint Plan of
Reorganization under Chapter 11 of the Bankruptcy Code, which was amended
by subsequent filings (the plan as amended, the "Plan"). On March 31,
1997, the Debtors also filed a Disclosure Statement pursuant to Section
1125 of the Bankruptcy Code which was amended by subsequent filings.
Following Court approval of the Disclosure Statement, the Company, on June
30, 1997, distributed copies of the Disclosure Statement and the Plan to
those holders of claims and equity interests entitled to vote thereon under
the terms of the Plan in order to solicit acceptances of the Plan. A
confirmation hearing was held by the Court on September 9, 1997 at which
the Court determined that the Plan satisfied all of the requirements for
confirmation specified in Section 1129 of the Bankruptcy Code. An
order confirming the Plan was entered that date. The Debtors expect to
emerge from Chapter 11 in late September, 1997.
The Plan provides for a distribution to creditors of a combination of cash,
new corporate debt, new Company common stock and other assets. General
unsecured creditors will receive: (i) a cash payment of $96.9; (ii) ten
year, 11% unsecured notes in the principal amount of $120.0 (with
approximately the first two and a half years of interest prefunded and no
scheduled principal payments until maturity in 2007); (iii) new common stock
of the Company; (iv) title to the Company's headquarters building in
downtown St. Louis, which the Company would continue to occupy under the
terms of a three year lease, plus options to extend; and (v) excess cash of
approximately $48 from the Company's overfunded pension plan. All of
the Company's existing shares of stock will be cancelled. Holders of
existing equity interests in the Company will receive eight-year warrants
to purchase a total of approximately nine percent of the new common stock
and rights to, among other things, purchase shares of the new common stock.
The Plan will not become effective unless and until certain conditions
specified therein have been satisfied or waived. Among these conditions are
that: (i) there shall not be a stay or injunction in effect with respect to
the Court's order confirming the Plan; (ii) the Debtors shall have at least
$10 in cash as of July 5, 1997 after giving effect to the distributions of
cash projected to be made under the Plan; (iii) the Debtors shall have
credit availability under a working capital credit facility providing the
Debtors with working capital sufficient to meet their requirements; and
(iv) various other actions, documents and agreements necessary to implement
the Plan shall have been effected or executed.
Pursuant to an order of the Bankruptcy Court dated May 13, 1997, the assets
and liabilities of the Debtors will be deemed substantively consolidated
solely for purposes relating to the Debtors' joint plan of reorganization,
including with respect to voting and distributions. As a result, among
other things, for purposes of that plan, all claims against the Debtors and
all guarantee and similar claims will be eliminated. Substantive
consolidation, however, will not affect, among other things, the separate
legal and corporate structure of the individual Debtors subsequent to their
emergence from Chapter 11.
The Company anticipates applying the provisions of AICPA Statement of
Position 90-7,"Financial Reporting by Entities in Reorganization Under the
Bankruptcy Code", and utilizing fresh start accounting once the Plan is
consummated.
3. The principal categories of claims classified as liabilities subject to
settlement under reorganization proceedings are identified below. All
amounts below may be subject to future adjustment depending on Bankruptcy
Court action, further developments with respect to disputed claims,
determination as to the value of any collateral securing claims, or other
events. Additional claims may arise resulting from rejection of additional
executory contracts by the Company.
<TABLE>
<CAPTION>
August 2, February 1, August 3,
1997 1997 1996
<S> <C> <C> <C>
Long-term senior notes payable $150.0 $150.0 $150.0
Notes payable - banks 205.9 205.9 205.0
Cash set-off applied to debt (3.6) (3.6) (3.6)
Capital lease obligations 8.4 12.4 8.4
Accrued interest payable 4.6 4.3 3.5
Deferred debt costs (4.3) (4.3) (6.3)
Postretirement benefit/Pension accrual - 47.7 41.8
Accounts payable 37.2 36.1 37.3
Lease termination claims 44.1 42.8 40.6
Taxes 4.2 6.0 4.0
Other 7.1 11.0 15.8
Liabilities subject to settlement
under reorganization proceedings $453.6 $508.3 $497.4
</TABLE>
During the first quarter of 1997, postretirement benefit accruals of $42.2
and non-qualified pension accruals of $5.5 were reclassified from
liabilities subject to settlement under reorganization proceedings to other
noncurrent liabilities. Under the proposed plan of reorganization, the
Company will assume the postretirement benefit and non-qualified pension
liabilities.
As a result of the bankruptcy filing, principal or interest payments will
not be made on any prepetition debt without Bankruptcy Court approval.
Interest on prepetition obligations has generally not been accrued after
the Petition Date. The Plan provides for payment of prepetition interest
with respect to certain secured debt. Prior to the bankruptcy filing and
certain agreements discussed below, the Company's debt consisted of senior
notes held by various institutional lenders amounting to $150.0. The unsecured
senior notes, having maturities from 7 to 15 years, were to bear interest at
rates of 7.09% to 8.04%. The Company also had outstanding borrowings under a
$125.0 revolving credit facility as well as short-term and demand notes
under uncommitted bank lines with varying interest rates and maturity
dates. In addition, the Company had $8.4 in obligations relating to its
Washington, Missouri, distribution center which are characterized as
capital leases for financial reporting purposes.
As a result of its operating loss for second quarter 1995, the Company was
in violation of certain financial covenants under its bank and senior note
agreements. During the third quarter 1995, the Company and its subsidiary,
Edison Brothers Apparel Stores, Inc., entered into an agreement for a $75.0
secured revolving line of credit facility with BankAmerica Business Credit,
Inc. extending through February 29, 1996. In addition, the Company entered
into override agreements with its existing lenders through February 29,
1996. The override agreements covered existing 1995 financial covenants and
deferred principal repayments otherwise due December 1, 1995. Furthermore,
the Company's primary existing letter of credit bank agreed to continue to
provide international letters of credit through the override period. In
exchange for these concessions, the Company paid a one-time forbearance fee
of $3.6 and agreed to increase the interest rate on the outstanding debt to
9.75%.
As of the bankruptcy filing, the Company had outstanding $150.0 of senior
notes, $125.0 under its $125.0 revolving credit facility, $80.9 of short-
term and demand notes under its uncommitted bank lines, $8.4 of capital
lease obligations, and $21.6 under its $75.0 secured revolving line of
credit facility. The Company received authorization from the Bankruptcy
Court to make a $21.6 payment on the secured revolving line of credit
facility. In addition, $3.6 of cash was set-off by the banks against
outstanding principal and accrued interest balances.
As part of the Chapter 11 reorganization process, the Company has attempted
to notify all known or potential creditors of the Chapter 11 filing for the
purpose of identifying all prepetition claims against the Debtors.
Generally, creditors whose claims arose prior to the Petition Date had
until August 1, 1996 ("Bar Date") to file claims or be barred from
asserting claims in the future. Claims arising from rejection of executory
contracts by the Debtors on or after July 1, 1996, and claims related to
certain other items were permitted to be filed by other dates set by the
Bankruptcy Court. Differences between amounts shown by the Debtors and
claims filed by creditors are being investigated and will either be
amicably resolved or adjudicated. The ultimate amount of and settlement
terms for such liabilities are subject to the plan of the reorganization
and accordingly are not presently determinable.
4. The Company and its subsidiary, Edison Brothers Apparel Stores, Inc.,
as debtors-in-possession, are parties to a loan Agreement dated effective
November 9, 1995 (the DIP Facility) with BankAmerica Business Credit, Inc.,
as Agent and Lender, under which the Company may borrow up to $200.0,
subject to collateral restrictions, to fund ongoing working capital needs.
The DIP Facility, which has been approved by the Bankruptcy Court, has a
sublimit of $150.0 for the issuance of letters of credit. The DIP Facility
is intended to provide the Company with the cash and liquidity to conduct
its operations and pay for merchandise shipments at normal levels through
the emergence date.
At the Company's option, the Company may borrow under the DIP Facility at
the Reference Rate (as defined in the DIP Facility) plus .25% or at the
Eurodollar Rate (as defined in the DIP Facility) plus 1.5%. The current
borrowing rate is 8.75%. The maximum borrowing, up to $200.0, is limited
to 50% of the value of eligible inventory (as defined in the DIP Facility)
plus 95% of the amount of cash deposited with the Agent. The Company is
required to pay a commitment fee of .375% per annum on the unused portion
of the DIP Facility. The DIP Facility contains restrictive covenants
including, among other things, a limitation on store closings of 1,100 (as
amended), limitations on the incurrence of additional liens and
indebtedness, limitations on capital expenditures and the sale of assets,
the maintenance of minimum operating earnings (EBITDA) and inventory
levels, and a prohibition on paying dividends. At August 2, 1997 the
Company was in compliance with the DIP Facility covenants.
The lenders under the DIP Facility have a "super-priority" administrative
expense claim against the estate of the Company. The DIP Facility expires
on the earlier of November 9, 1997, or the effective date of a plan of
reorganization that is confirmed by the Bankruptcy Court.
As of August 2, 1997 no significant borrowings were outstanding under the
DIP Facility. Outstanding letters of credit were $78.6 and available
borrowings under the DIP Facility were $43.9.
5. Restructuring and reorganization expenses were as follows:
<TABLE>
<CAPTION>
13 Weeks Ended 26Weeks Ended
August 2, August 3, August2, August 3,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Legal and consulting fees $ 8.4 $ 3.9 $13.1 $6.9
Estimated costs of store closings .9 .3 3.3 9.0
Estimated loss on sale of
subsidiaries -- 0.9 -- .9
Payroll and related expenses 2.4 1.6 4.6 1.6
Early retirement program -- 2.3 -- 2.3
Interest income (2.2) (2.1) (4.5) (3.8)
Other .6 .1 1.7 1.7
Restructuring and reorganization
expenses $ 10.1 $ 7.0 $18.2 $18.6
</TABLE>
A $.9 charge for store closings during second quarter 1997 represents an
additional reserve for anticipated closings prior to emergence. In first
quarter 1996, the Company announced plans to close its Zeidler & Zeidler
division. Accordingly, store closing provisions of $9.0 were recognized
during the first 26 weeks of 1996.
6. Net income per common share is based on the weighted average common
shares outstanding during the period. Shares issuable under the Company's
stock option plans would have no material dilutive effect on earnings per
common share.
7. Common stock shares authorized total 100,000,000; at August 2, 1997,
27,554,232 shares were issued of which 5,352,454 shares were being held in
the Company's treasury and 22,201,778 shares were outstanding.
8. Investments are stated at cost that approximates market and consist of
U. S. government debt securities having maturities greater than ninety days
from the original purchase.
The Company considers those investments with maturities of three months or
less to be cash equivalents for condensed consolidated statements of cash
flows.
9. Property and equipment, net is composed of the following:
<TABLE>
<CAPTION>
August 2, Feb.1, August3,
1997 1997 1996
<S> <C> <C> <C>
Cost $339.5 $346.1 $410.1
Accumulated depreciation and
amortization (198.0) (200.1) (219.6)
Net book value $141.5 $146.0 $190.5
10. Intangible assets, net is
composed of the following:
Cost $ .2 $ - $ 68.3
Accumulated amortization - - (22.6)
Net book value $.2 - $ - $ 45.7
</TABLE>
During fourth quarter 1996, the remaining net book value of intangibles
of $42.4 was written off in accordance with Statement of Financial
Accounting Standards 121, "Accounting for Long-Lived Assets and for Long-
Lived Assets to be Disposed Of." The current year balance consists of
mialing lists for Phoenix Catalog.
11. The effective tax rate of (1.2)% of pretax loss for the 26 weeks ended
August 2, 1997, differs from the Company's customary relationship between
the income tax provision and pretax accounting loss. Due to the
uncertainty of the Company producing future income which will be available
to absorb net operating loss carryforwards, no tax benefit relative to
current operating results has been recorded. In addition, the Company has
concluded that it is likely it will not be able to realize its deferred tax
assets. The provision of $.2 on the 1997 condensed consolidated statements
of operations generally relates to state taxes and operations in Puerto
Rico, Taiwan, Hong Kong and the Philippines.
EDISON BROTHERS STORES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OPERATING RESULTS
Net sales for the 13 weeks and 26 weeks ended August 2, 1997 decreased by
12.0% and 12.6%, respectively, from comparable periods of 1996. The
decrease reflects a 15.1% decrease in the average number of stores in
operation between the first 26 weeks of 1996 and the first 26 weeks of
1997. Same-store sales had a slight increase of .3% and a decrease of .8%
for the 13 week and 26 week periods, respectively. Shifty's, Wild Pair,
Repp Ltd and 5-7-9 posted same-store sales increases for the 13 week and 26
week periods and J. Riggings reported a 3.0% increase in the current 13
week period. The increases relate to more customer-appealing merchandise,
branded merchandise in Wild Pair and new fashion sportswear in Repp Ltd.
Also 5-7-9 began its back to school promotions earlier this year than in
1996. All other chains reported same-store decreases from the prior year
in both periods.
Cost of goods sold, including occupancy and buying expenses, was 69.9% and
70.2% of sales for the 13 weeks and 26 weeks ended August 2, 1997,
respectively, compared with 77.1% and 74.1% for the comparable periods in
1996. Merchandise costs decreased 22.1% and 18.3% in 1997 from 1996 for
the 13 weeks and 26 weeks, respectively, reflective of the decrease in
sales volume and a decrease in markdowns taken by 5-7-9 and Bakers.
Occupancy and buying costs decreased 14.3% and 13.8% between 1997 and 1996
for the 13 weeks and 26 weeks, respectively, with costs as a percentage of
sales remaining consistent.
Merchandise markdowns decreased to 19.2% and 17.7% of sales for the 13 week
and 26 week periods in 1997, compared to 23.2% and 20.2% in 1996. The
decrease was attributable to several factors. In 1996, a special markdown
accrual of $6.1 million was recorded for Repp Ltd tailored clothing in an
effort to move away from the suit and sport coat categories and increase
focus on casual components. In 1997, the merchandise in stores reflected
the chain's focus, so no special markdown was necessary. Bakers sold the
majority of its spring merchandise quickly, requiring fewer markdowns to be
taken at the end of the season, and 5-7-9 continued with its promotional
strategy of taking smaller markdowns throughout the season, turning
merchandise quickly and reducing the amount of markdowns needed at the end
of the season. Occupancy and buying costs decreased due to the closing of
numerous under-performing stores during 1996 coupled with reduced store
occupancy costs as a result of negotiations with landlords.
Store operating and administrative expenses decreased 6.5% for the 26 week
period in 1997 compared to the same period in 1996. As a percentage of
sales, these expenses were 27.9% and 26.1% for the 26 week period in 1997
and 1996, respectively. The same trend occurred in the 13 week period with
expenses down 3.8%, but as a percentage of sales was 27.9% compared to
25.4% in 1996, reflective of additional expenses in 1997 for incentive and
inventory shrinkage programs and minimum wage increases. Store operating
expenses decreased $3.6 million and $9.9 million for the 13 week and 26
week periods of 1997, remaining consistent as a percentage of sales
compared to 1996. The decrease related primarily to the closing of under-
performing stores. Administrative expenses increased $1.0 million for both
the 13 weeks and 26 weeks ended August 2, 1997, or 6.2% and 3.1% from the
comparable periods in 1996. The increase related primarily to $.8 million
in non bankruptcy consulting fees for current ISD and Real Estate projects.
Depreciation and amortization expense decreased $2.4 million or 23.8% and
$5.2 million or 25.4% between 1997 and 1996, for the 13 week and 26 week
periods, respectively. The decrease resulted from the impairment of long
lived assets recognized in fourth quarter 1996 in accordance with Statement
of Financial Accounting Standard 121, "Accounting for Long-Lived Assets and
for Long-Lived Assets to be Disposed of" (SFAS 121), and the closing of
approximately 300 stores between spring 1996 and spring 1997.
Restructuring and reorganization expenses of $18.2 million for the 26 week
period of 1997 consisted of $3.3 million for early lease termination costs
and write-offs of fixtures and equipment and discontinued operations, $13.1
million for legal and consulting fees, $4.6 million for severance payroll
and related fringe benefits, and $1.7 million of other bankruptcy related
expenses, reduced by $4.5 million of interest income.
FINANCIAL CONDITION
Cash and investments were $7.1 million lower at the end of second quarter
1997 compared with second quarter1996 and down $33.9 million since the end
of fiscal 1996. Merchandise inventories decreased by $22.7 million from
second quarter 1996 to second quarter 1997 due to the numerous store
closings and the liquidation of seasonal merchandise in the same season by
various chains. Fixed assets, net decreased $49.0 million or 25.7% and
intangible assets, net decreased $45.5 or 99.6% between second quarter 1996
and second quarter 1997 due to the asset impairment loss recognized in
accordance with SFAS 121, coupled with a reduction of approximately 300
stores. Postretirement benefits were previously included in liabilities
subject to settlement under reorganization proceedings for the 26 week
period of 1996 and at the end of fiscal year 1996.
Cash flow from operations during the 26 week period in 1997 decreased $59.0
million from the same period in 1996 primarily due to the receipt of an
income tax refund of $37.9 million in 1996 and a $19.2 million change in
working capital from a source in 1996 of $18.5 million to a use in 1997 of
$.7 million. Cash flows from investing activities increased $122.3 million
in 1997 primarily due to the Company's decision to move excess funds out of
investments and into cash equivalent securities. This source of cash was
offset by a $9.6 million increase in capital expenditures from 1996 to 1997
due to extensive remodeling projects and store moves. The Company also
used cash to fund financing needs of $2.3 million, primarily for the $2.5
million payment of capital lease obligations during the 26 week period in
1997.
EDISON BROTHERS STORES, INC. AND SUBSIDIARIES
PART II OTHER INFORMATION
Item 1. Legal Proceedings
See Note 1 of the Notes to Condensed Consolidated Financial
Statements.
Items 2, 3, 4 and 5 of Part II are not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Bylaws of the Company, as amended April 23, 1996, were filed as an
Exhibit to the Company's Annual Report on Form 10-K for the year ended
February 3, 1996 and are incorporated herein by reference.
(b) The Company's Certificate of Incorporation, as amended September 8,
1995, was filed as an Exhibit to the Company's quarterly report on Form 10-
Q for the quarter ended July 29, 1995 and is incorporated herein by
reference.
(c) Exhibit 11, computation of per share earnings, is on page 13 of this
Form 10-Q.
(d) Exhibit 27, Financial Data Schedule, is on page 14 of this Form 10-Q.
(e) The Company filed a Form 8-K, dated June 30, 1997, with the Commission
to report a press release issued by the Company announcing that Alan D.
Miller, the Company's Chairman, President and Chief Executive Officer,
would be leaving the Company following its emergence from pending
reorganization proceedings under Chapter 11 of the Bankruptcy Code and
certain other information regarding the status of such proceedings.
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.
EDISON BROTHERS STORES, INC.
DATE: September 16, 1997
By/s/David B. Cooper, Jr.
Executive Vice President and
Chief Financial
Officer
<TABLE>
EXHIBIT 11 - COMPUTATION OF PER SHARE EARNINGS
EDISON BROTHERS STORES, INC. AND SUBSIDIARIES
<CAPTION>
13 Weeks Ended 26 Weeks Ended
August 2, August 3, August 2, August 3,
1997 1996 1997 1996
(In thousands, except pershare data)
<S> <C> <C>
Income/(Loss) from continuing operations$162 $(25,215) $(16,865)$(42,890)
Preferred stock dividends - - - -
Net Income/(Loss) applicable to common
stock $162 $(25,215) $(16,865) $(42,890)
SIMPLE AND PRIMARY
Weighted average shares outstanding 22,202 22,202 22,202 22,168
Net effect of dilutive stock options -
based on the treasury method - -
TOTAL 22,202 22,202 22,202 22,168
Per common share amounts: Simple
Net Income/(Loss) applicable to common
stock $ (.01)$ (1.14) $ (.76) $(1.93)
Per common share amounts: Primary
Net Income/(Loss) applicable to common
stock $ (.01)$( 1.14) $ (.76)$ (1.93)
FULLY DILUTED
Weighted average shares outstanding 22,202 22,202 22,202 22,168
Net effect of dilutive stock options -
based on the treasury method
TOTAL 22,202 22,202 22,202 22,168
Per common share amounts: Fully Diluted
Net Income/(Loss) applicable to common
stock $ (.01) $(1.14) $ (.76)$ (1.93)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
condensed consolidated balance sheet as of August 2, 1997, and the condensed
consoldiated statement of operations for the 26 weeks ended August 2, 1997, and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-END> AUG-02-1997
<CASH> 170,200
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 220,500
<CURRENT-ASSETS> 407,700
<PP&E> 339,500
<DEPRECIATION> 198,000
<TOTAL-ASSETS> 627,600
<CURRENT-LIABILITIES> 127,900
<BONDS> 0
0
0
<COMMON> 22,200
<OTHER-SE> (41,000)
<TOTAL-LIABILITY-AND-EQUITY> 627,600
<SALES> 460,600
<TOTAL-REVENUES> 460,600
<CGS> 323,500
<TOTAL-COSTS> 143,800
<OTHER-EXPENSES> 8,500
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,500
<INCOME-PRETAX> (16,700)
<INCOME-TAX> 200
<INCOME-CONTINUING> (16,900)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (16,900)
<EPS-PRIMARY> (.76)
<EPS-DILUTED> (.76)
</TABLE>
