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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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.
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(Exact name of registrant as specified in its charter)
1-12082
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(Commission File Number)
Delaware 13-0853260
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(State or other jurisdiction (I.R.S. Employer
of incorporation) identification number)
1500 Harbor Boulevard,
Weehawken, New Jersey 07087
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (201) 863-7300
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(Former name or former address, if changed since last report)
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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.
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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
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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.
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HANOVER DIRECT, INC.
CONSOLIDATED CONDENSED PRO FORMA INCOME STATEMENT
FOR THE FISCAL YEAR ENDED JANUARY 1, 1994
(UNAUDITED)
<TABLE>
<CAPTION>
(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
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<S> <C> <C> <C> <C>
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
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INCOME FROM OPERATIONS 19,076 (2,844) (6,106) (1,151)
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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
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(1,869) (1,367) (602) (195)
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Income tax benefit (130) 0 0 0
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Net income (loss) $ 17,337 $ (4,211) $ (6,708) $ (1,346)
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Net income per share $ 0.17 F
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</TABLE>
<TABLE>
<CAPTION>
(In thousands)
Pro Forma
Adjustments ProForma
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<S> <C> <C>
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
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INCOME FROM OPERATIONS 3,597 12,572
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Interest and other income (expense):
Interest expense 1,491E (5,726)
Interest income 0 2,168
Other income (expense) 0 1,016
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1,491 (2,542)
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Income tax benefit 0 (130)
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Net income (loss) $ 5,088 $10,160
==============================
Net income per share $ 0.08F
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</TABLE>
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.
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