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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 28, 1997
Commission file number 1-12082
HANOVER DIRECT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-0853260
(State of incorporation) (IRS Employer Identification No.)
1500 HARBOR BOULEVARD, WEEHAWKEN, NEW JERSEY 07087
(Address of principal executive offices) (Zip Code)
(201) 863-7300
(Telephone number)
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
Common stock, par value $.66 2/3 per share: 200,055,322 shares outstanding as of
August 5, 1997.
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HANOVER DIRECT, INC.
FORM 10-Q
JUNE 28, 1997
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
Part I - Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets - December 28, 1996 and June 28, 1997 .............. 3
Condensed Consolidated Statements of Income (Loss) - thirteen and twenty-six weeks ended
June 29, 1996 and June 28, 1997 ....................................................... 5
Condensed Consolidated Statements of Cash Flows - twenty-six weeks ended June 29, 1996
and June 28, 1997 ..................................................................... 6
Notes to Condensed Consolidated Financial Statements for the thirteen and twenty-six weeks
ended June 29, 1996 and June 28, 1997 ................................................. 8
Item 2. Management's Discussion and Analysis of Consolidated Financial Condition
and Results of Operations ................................................................ 14
Item 3. Quantitative and Qualitative Analysis of Market Risk .............................. 21
Part II - Other Information
Item 4. Exhibits and Reports on Form 8-K .................................................. 22
Signatures ................................................................................. 23
</TABLE>
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HANOVER DIRECT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 28, 1996 AND JUNE 28, 1997
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
December 28, June 28,
1996 1997
--------- ---------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 5,173 $ 5,874
Accounts receivable, net 29,399 16,228
Accounts receivable under financing agreement -- 22,417
Inventories 67,610 56,927
Prepaid catalog costs 23,401 22,975
Deferred tax asset, net 3,300 3,300
Other current assets 3,148 4,348
--------- ---------
Total Current Assets 132,031 132,069
--------- ---------
Property and equipment, at cost:
Land 4,797 4,634
Buildings and building improvements 16,554 15,850
Leasehold improvements 9,956 8,226
Furniture, fixtures and equipment 34,603 45,973
Construction in progress 8,315 772
--------- ---------
74,225 75,455
Accumulated depreciation and amortization (22,523) (26,118)
--------- ---------
Net Property and Equipment 51,702 49,337
Goodwill, net 17,901 17,672
Deferred tax asset, net 11,700 11,700
Other assets, net 7,493 4,633
--------- ---------
Total Assets $ 220,827 $ 215,411
========= =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
3
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HANOVER DIRECT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
AS OF DECEMBER 28, 1996 AND JUNE 28, 1997
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
DECEMBER 28, JUNE 28,
1996 1997
--------- ---------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt and capital lease obligations $ 11,452 $ 10,368
Accounts payable 79,587 48,855
Accrued liabilities 37,782 31,831
Customer prepayments and credits 4,717 3,694
--------- ---------
Total Current Liabilities 133,538 94,748
--------- ---------
Noncurrent Liabilities:
Long-term debt 53,255 29,434
Obligations under receivable financing -- 22,417
Capital lease obligations 482 280
Other 1,812 1,799
--------- ---------
Total Noncurrent Liabilities 55,549 53,930
--------- ---------
Total Liabilities 189,087 148,678
--------- ---------
Commitments and Contingencies
Shareholders' Equity:
Series B Preferred Stock, convertible, $.01 par value,
authorized and issued 634,900 shares in 1996 and 1997 5,748 5,843
Common Stock, $.66 2/3 par value, authorized 225,000,000 shares;
issued 145,039,915 shares in 1996 and 200,721,538 shares in 96,693 133,814
1997
Capital in excess of par value 270,097 280,244
Accumulated deficit (336,586) (348,950)
--------- ---------
35,952 70,951
Less:
Treasury stock, at cost (392,017 shares in 1996 and in 1997) (813) (813)
Notes receivable from sale of Common Stock (3,399) (3,405)
--------- ---------
Total Shareholders' Equity 31,740 66,733
--------- ---------
Total Liabilities and Shareholders' Equity $ 220,827 $ 215,411
========= =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
4
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HANOVER DIRECT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
13 WEEKS ENDED 26 WEEKS ENDED
-------------- --------------
JUNE 29, JUNE 28, JUNE 29, JUNE 28,
1996 1997 1996 1997
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
REVENUES $ 180,195 $ 133,750 $ 345,722 $ 263,475
------------- ------------- ------------- -------------
OPERATING COSTS AND EXPENSES:
Cost of sales and operating expenses 120,283 86,540 228,721 172,602
Write-down of inventory of discontinued catalogs -- -- 1,100 --
Selling expenses 52,026 34,578 97,417 68,168
General and administrative expenses 14,299 13,801 29,632 26,075
Depreciation and amortization 3,483 1,973 6,481 4,111
------------- ------------- ------------- -------------
190,091 136,892 363,351 270,956
------------- ------------- ------------- -------------
INCOME (LOSS) FROM OPERATIONS (9,896) (3,142) (17,629) (7,481)
------------- ------------- ------------- -------------
Interest expense (2,420) (2,255) (4,083) (4,289)
Interest income 46 -- 215 --
------------- ------------- ------------- -------------
(2,374) (2,255) (3,868) (4,289)
------------- ------------- ------------- -------------
INCOME (LOSS) BEFORE INCOME TAXES (12,270) (5,397) (21,497) (11,770)
Income tax provision (250) (251) (500) (499)
------------- ------------- ------------- -------------
NET INCOME (LOSS) (12,520) (5,648) (21,997) (12,269)
Preferred stock dividends and accretion (59) (47) (118) (95)
------------- ------------- ------------- -------------
Net income (loss) applicable to common shareholders $ (12,579) $ (5,695) $ (22,115) $ (12,364)
============= ============= ============= =============
Net income (loss) per share $ (.13) $ (.04) $ (.24) $ (.08)
============= ============= ============= =============
Weighted average shares outstanding 93,576,472 158,741,451 93,535,204 151,656,168
============= ============= ============= =============
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
5
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HANOVER DIRECT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
26 WEEKS ENDED
JUNE 29, JUNE 28,
1996 1997
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net (loss) $(21,997) $(12,269)
Adjustments to reconcile net (loss) to net cash (used)
by operating activities:
Depreciation and amortization, including deferred fees 7,186 5,418
Provisions for doubtful accounts 2,427 2,247
Other 81 (13)
Changes in assets and liabilities:
Accounts receivable 4,213 9,971
Inventories (13,534) 10,683
Prepaid catalog costs 809 426
Other assets (186) (247)
Accounts payable (12,146) (30,688)
Accrued liabilities (3,102) (5,369)
Customer prepayments and credits (618) (1,023)
-------- --------
NET CASH (USED) BY OPERATING ACTIVITIES (36,867) (20,864)
-------- --------
Cash flows from investing activities:
Acquisitions of property (2,677) (1,510)
Proceeds from sale of businesses and properties 1,164 642
Proceeds from sale of securities 474 --
Other, net (1,372) 322
-------- --------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES $ (2,411) $ (546)
-------- --------
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
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HANOVER DIRECT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
26 WEEKS ENDED
JUNE 29, JUNE 28,
1996 1997
-------- --------
<S> <C> <C>
Cash flows from financing activities:
Net borrowings (repayments) under Credit Facility $ 16,369 $(13,754)
Proceeds from issuance of debt 25,000 --
Payments of long-term debt and capital lease obligations (1,075) (1,397)
Proceeds from issuance of Common Stock 136 35
Payment of debt issuance costs (384) (2,849)
Proceeds from issuance in Rights Offering -- 40,089
Other, net (836) (13)
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 39,210 22,111
-------- --------
Net (decrease) increase in cash and cash equivalents (68) 701
Cash and cash equivalents at the beginning of the year 2,682 5,173
-------- --------
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD $ 2,614 $ 5,874
======== ========
Supplemental cash flow disclosures:
Interest paid $ 3,264 2,161
======== ========
Income taxes paid $ 641 $ 603
======== ========
Other Non-cash Financing:
Exchange of NAR Promissory Note for equity $ -- $ 10,000
======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
7
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HANOVER DIRECT, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
THIRTEEN AND TWENTY-SIX WEEKS ENDED JUNE 29, 1996 AND JUNE 28, 1997
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited interim condensed consolidated financial
statements have been prepared in accordance with the instructions for Form 10-Q
and, therefore, do not include all information and footnotes necessary for a
fair presentation of financial condition, results of operations and cash flows
in conformity with generally accepted accounting principles. Reference should be
made to the annual financial statements, including the footnotes thereto,
included in the Hanover Direct, Inc. (the "Company") Annual Report on Form 10-K
for the fiscal year ended December 28, 1996. In the opinion of management, the
accompanying unaudited interim condensed consolidated financial statements
contain all material adjustments, consisting of normal recurring adjustments,
necessary to present fairly the financial condition, results of operations and
cash flows of the Company and its consolidated subsidiaries for the interim
periods. Operating results for interim periods are not necessarily indicative of
the results that may be expected for the entire year. Certain prior year amounts
have been reclassified to conform with the current year presentation.
2. RETAINED EARNINGS RESTRICTIONS
The Company is restricted from paying dividends at any time on its
Common Stock or from acquiring its capital stock by certain debt covenants
contained in agreements to which the Company is a party.
3. EARNINGS PER SHARE
Net income (loss) per share - Net income (loss) per share was computed
using the weighted average number of shares outstanding. Due to the net loss for
the thirteen and twenty-six weeks ended June 29, 1996 and June 28, 1997,
warrants, stock options and convertible preferred stock are excluded from the
calculations of both primary and fully diluted earnings per share.
4. RECENTLY ISSUED ACCOUNTING STANDARDS
Subsequent to December 28, 1996, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standard ("SFAS") No. 128,
"Earnings Per Share." This statement establishes standards for computing and
presenting earnings per share ("EPS"), replacing the presentation of currently
required primary EPS with a presentation of Basic EPS. For entities with complex
capital structures, the statement requires the dual presentation of both Basic
EPS and Diluted EPS on the face of the statement of operations. Under this new
standard, Basic EPS is computed based on weighted average shares outstanding and
excludes any potential dilution. Diluted EPS reflects potential dilution from
the exercise or conversion of securities into common stock or from other
contracts to issue common stock and is similar to the currently required fully
diluted EPS. SFAS No. 128 is effective for financial statements issued for
periods ending after December 15, 1997, including interim periods, and earlier
application is not permitted. When adopted, the Company will be required to
restate its EPS data for all periods presented. The Company does not expect the
impact of the adoption of this statement to be material to previously reported
EPS amounts.
Effective January 1, 1997, the Company adopted the provisions of SFAS
No. 125 "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities." This statement provides accounting and
reporting standards for transfers and servicing of financial assets and
extinguishments of liabilities. These standards are based on consistent
application of a financial-components approach that
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focuses on control. Under that approach, after a transfer of financial assets,
an entity recognizes the financial and servicing assets it controls and the
liabilities it has incurred, derecognizes financial assets when control has been
surrendered, and derecognizes liabilities when extinguished. This statement
provides consistent standards for distinguishing transfers of financial assets
that are sales from transfers that are secured borrowings. The adoption of this
statement resulted in the recognition of approximately $22.4 million of
additional accounts receivable and associated long-term debt at June 28, 1997.
This adjustment was required as the Company's agreement with an unrelated third
party for the sale and servicing of accounts receivable did not meet the
classification criteria as a true sale of receivables under the provisions of
this statement. The provisions of this pronouncement are to be applied
prospectively, from January 1, 1997. Retroactive application is not permitted;
however, the amount of adjustment at December 28, 1996 would also have been a
recognition of an additional $24.7 million in both receivables and the
associated receivable financing obligation.
In June 1997, the Financial Accounting Standards Board issued SFAS No.
130, "Reporting Comprehensive Income". This statement establishes standards for
reporting and display of comprehensive income and its components (revenues,
expenses, gains and losses) in a full set of general-purpose financial
statements. The statement requires all items that are required to be recognized
under accounting standards as components of comprehensive income to be reported
in a financial statement that is displayed with the same prominence as other
financial statements. While this pronouncement does not require a specific
format of the financial statement, in addition to requiring display of an amount
representing total comprehensive income for the period in that financial
statement, it also requires an entity to classify items of other comprehensive
income by their nature in that financial statement and to display the
accumulated balance of other comprehensive income separately from retained
earnings and additional paid-in capital in the equity section of the balance
sheet. The statement is effective for fiscal years beginning after December 15,
1997. Reclassification of financial statements for earlier periods provided for
comparative purposes is required.
Additionally, in June 1997, the Financial Accounting Standards Board
issued SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information". This statement establishes standards for the way that public
business enterprises report information about operating segments in annual
financial statements and requires that those enterprises report selected
information about operating segments in interim financial reports issued to
shareholders. It also establishes standards for related disclosures about
products and services, geographic areas, and major customers. Specifically, the
statement requires a public enterprise to report a measure of segment profit or
loss, certain specific revenue and expense items, and segment assets and also to
provide reconciliation to corresponding amounts in the entity's general-purpose
financial statements. The statement also requires a public enterprise to report
descriptive information about the way that the operating segments were
determined, the products and services provided by the operating segments,
differences between the measurements used in reporting segment information and
those used in the enterprise's general-purpose financial statements, and changes
in the measurement of segment amounts from period to period. This statement is
effective for financial statements for periods beginning after December 15,
1997. In the initial year of application, comparative information for earlier
years is to be restated. The statement need not be applied to interim financial
statements in the initial year of its application, but comparative information
for interim periods in the initial year of application is to be reported in
financial statements for interim periods in the second year of application.
5. RESTRUCTURING
In December 1996, the Company recorded special charges aggregating
approximately $36.7 million. These charges included severance of approximately
$3.2 million and facility exit/relocation costs and fixed asset write-offs of
approximately $11.5 million related to the Company's plan to reduce fixed
overhead costs
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and consolidate certain of its facilities. In addition, the Company's review of
the impairment of its long-lived assets of certain of its under-performing
catalogs led to a write-off of approximately $22.0 million.
Severance - The cost of employee severance includes termination
benefits and is expected to be completed by the end of 1997. These costs are
recorded in accrued liabilities in the accompanying consolidated balance sheets
and the accrual balances are $1.2 million and $3.2 million at June 28, 1997 and
December 28, 1996, respectively.
Facility Exit/Relocation Costs and Fixed Asset Write-Offs - These costs
are primarily composed of the Company's decision to relocate certain of its
corporate operations, and consolidate its distribution centers into its Roanoke
home fashion distribution center. The consolidation of thesedistribution
centers and the relocation of such corporate operations is planned to be
completed by the end of fiscal 1997. Approximately $6.3 million of these costs
are recorded in accrued liabilities in the accompanying consolidated balance
sheets at June 28, 1997 and December 28, 1996.
Impairment of long-lived assets - The Company considers a history of
catalog operating losses to be its primary indicator of potential impairment.
Assets are grouped and evaluated for impairment at the lowest level for which
there are identifiable cash flows that are independent of the cash flows of
other groups of assets. The Company has identified the appropriate grouping of
assets to be individual catalogs, except where certain catalogs are a part of a
group that, together, generate joint cash flows. The assets are deemed to be
impaired if a forecast of undiscounted future operating cash flows is less than
the carrying amounts. The loss is measured as the amount by which the carrying
amount of the assets exceeds its fair value. The Company generally measures fair
value by discounting estimated future cash flows. Considerable management
judgment is necessary to estimate discounted future cash flows and, accordingly,
actual results could vary significantly from such estimates.
6. RIGHTS OFFERING
The Company commenced a $50 million rights offering (the "1997 Rights
Offering") on April 29, 1997. Holders of record of the Company's Common Stock
and Series B Convertible Additional Preferred Stock as of April 28, 1997, the
record date, were eligible to participate in the 1997 Rights Offering. The
rights were exercisable at a price of $.90 per share. Shareholders received 0.38
rights for each share of Common Stock held and 0.57 rights for each share of
Series B Convertible Additional Preferred Stock held as of the record date. The
1997 Rights Offering expired on May 30; 1997, 55,654,623 rights were exercised
and it closed on June 6, 1997.
Richemont S.A. ("Richemont"), a Luxemborg public company, which is an
affiliate of Compagnie Financiere Richemont A.G. ("CFR"), a Swiss public
company, maintains a joint venture, NAR Group Limited ("NAR"), with the
family of Alan G. Quasha, a Director and Chairman of the Board of the Company,
entered into a standby purchase agreement to purchase all shares not subscribed
to by shareholders of record at the subscription price. Richemont purchased
40,687,970 shares in the 1997 Rights Offering and, as a result, then owned
approximately 20.3% of the Company. The Company paid in cash, from the proceeds
of the 1997 Rights Offering, to Richemont on the closing date approximately
$1.8 million which represented an amount equal to 1% of the aggregate offering
price of the aggregate number of shares issuable upon closing of the 1997
Rights Offering other than with respect to the shares of Common Stock held by
NAR or its affiliates plus an amount equal to one-half of one percent of the
aggregate number of shares acquired by NAR upon exercise of their rights
(Standby Fee) plus an amount equal to 4% of the aggregate offering price in
respect to all unsubscribed shares (Take-Up Fee).
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Pursuant to an agreement with the Company reached in April 1997, NAR
exercised certain of the rights distributed to it pursuant to the 1997 Rights
Offering for the purchase of 11,111,111 shares of Common Stock that had an
aggregate purchase price of approximately $10 million. NAR paid for and the
Company accepted as payment for the exercise of such rights the surrender by NAR
of the principle amount due under the IMR Promissory Note (defined below) dated
September 1996 in the principal amount of $10 million and cancellation thereof
(Note 7).
The gross cash proceeds from the 1997 Rights Offering of $40 million
(after giving effect to the acquisition and exercise by NAR of rights having an
aggregate purchase price of $10 million to be paid for by surrender and
cancellation of the $10 million IMR Promissory Note) were used for working
capital and general corporate purposes, including repayment of approximately $20
million outstanding under the Company's Credit Facility with Congress.
7. RELATED PARTY TRANSACTIONS
In December 1996, the Company finalized its agreement (the
"Reimbursement Agreement") with Richemont Finance S.A. that provided the Company
with approximately $27.9 million of letters of credit through Swiss Bank
Corporation, New York Branch, to replace letters of credit which were issued
under the Credit Facility with Congress. These letters of credit were issued for
$8.6 million related to the Company's Industrial Revenue Bonds due 2003 and
$19.3 million related to the Company's Term Financing Facility with Congress.
The letters of credit will expire on February 18, 1998 and carry an interest
rate of 3.5% above the prime rate, currently 11.75%, payable to Richemont
quarterly on amounts drawn under the letters of credit. In the event that the
Company has not paid in full, by the expiration date, any outstanding balances
under the letters of credit, Richemont shall have the option, exercisable at any
time prior to payment in full of all amounts outstanding under the letters of
credit to convert such amount into Common Stock of the Company at the mean of
the bid and ask prices of the Company's Common Stock on November 8, 1996, or the
mean of the bid and ask prices of the Company's Common Stock on each of the
thirty days immediately prior to the date of exercise of the conversion
privilege. The Reimbursement Agreement is subordinate to the Credit Facility
with Congress.
In September 1996, Intercontinental Mining & Resources Incorporated, an
affiliate of NAR ("IMR"), loaned the Company $10 million as evidenced by a
subordinated promissory note in the amount of $10 million (the "IMR Promissory
Note"). Such loan bore interest at prime plus 1 1/2%, was due on November 14,
1996 and, if not repaid before May 15, 1997, was convertible at the option of
IMR into shares of Common Stock at the lower of the fair market value at the
date the note was issued or the then current fair market value thereof. The IMR
Promissory Note was subordinate to the Credit Facility and was excluded from the
calculation of the consolidated working capital covenant under the Credit
Facility. The Company accepted as payment for the subscription price related to
the exercise of rights to purchase 11,111,111 shares of Common Stock by NAR the
principle amount due under the IMR Promissory Note (Note 6).
Richemont entered into a standby purchase agreement with the Company to
purchase, at the subscription price, any shares not subscribed for in the 1997
Rights Offering (Note 6).
8. LONG-TERM DEBT
In November 1995, the Company entered into a three year, $75 million
secured revolving Credit Facility (the "Credit Facility") with Congress
Financial Corporation ("Congress"). Pursuant to the terms of the Credit
Facility, the Company is required to maintain minimum net worth and working
capital levels. In addition, the Credit Facility places limitations on the
Company's ability to incur additional indebtedness. Due
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to the Company's financial condition in 1996, the Company was in default of
certain of the covenants related to the Credit Facility. The Company received
waivers for the December 1996 events of default under the Credit Facility
related to the working capital and net worth covenants as of and through
December 28,1996. In addition, the Company received a waiver for any event of
default relating to the material adverse change provision that was in effect
through and including December 28, 1996. Congress also agreed to establish new
minimum levels related to these covenants. The working capital and net worth
covenants for fiscal 1997 are as follows (in 000's):
<TABLE>
<CAPTION>
WORKING CAPITAL (AS DEFINED) AMOUNT
---------------------------- ------
<S> <C>
January through May 1997 $ (5,000)
June through November 1997 $(10,000)
December 1997 and thereafter $(20,000)
<CAPTION>
NET WORTH AMOUNT
--------- ------
<S> <C>
January through May 1997 $ 14,000
June 1997 and thereafter $ 11,500
</TABLE>
Effective upon the closing of the 1997 Rights Offering and for each
succeeding period, the above stated minimum working capital and net worth
covenants have been increased by $10 million.
The Company had zero and $13.7 million of borrowings outstanding under
the revolving line of credit and $8.3 million and $8.9 million outstanding under
the revolving term notes at June 28, 1997 and December 28, 1996, respectively.
The revolving term notes are due in November 1997. The Company had $25 million
and $26 million of unused borrowing capacity under the Credit Facility at June
28, 1997 and December 28, 1996, respectively. The rates of interest related to
the revolving line of credit and term notes were 9.75% and 10.0%, respectively,
at June 28, 1997.
The face amount of unexpired documentary letters of credit under the
Credit Facility were $4.5 million at June 28, 1997 and December 28, 1996. In
addition, the Company is required to reimburse Richmont in connection with
liabilities under the $27.9 million of standby letters of credit at June 28,
1997 which were issued by Richmont and are held by Swiss Bank Corporation, New
York Branch.
9. INCOME TAXES
At June 28, 1997, the Company had a net deferred tax asset of $15
million, including a deferred tax asset valuation allowance of approximately $52
million, which was recorded in prior years primarily relating to the realization
of certain net operating loss carry-forwards ("NOLs"). As of December 28, 1996,
the Company had $241.2 million of NOLs. Realization of the future tax benefits
associated with the NOLs is dependent on the Company's ability to generate
taxable income within the carry-forward period and the periods in which net
temporary differences reverse. Future levels of operating income and taxable
income are dependent upon general economic conditions, competitive pressures on
sales and margins, postal and other delivery rates, and other factors beyond
the Company's control. Accordingly, no assurance can be given that sufficient
taxable income will be generated for utilization of all of the NOLs and
reversals of temporary differences. In assessing the realizability of the $15
million net deferred tax asset, the Company has considered numerous factors,
including its future operating plans. Management believes that the $15 million
net deferred tax asset represents a reasonable, conservative estimate of the
future utilization of the NOL's. The Company will continue to routinely
evaluate the likelihood of future profits and the necessity of future
adjustments to the deferred tax asset valuation allowance.
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10. ACCOUNTING FOR STOCK BASED COMPENSATION
In October 1995, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 123, "Accounting for Stock-Based Compensation", which the Company adopted in
fiscal 1996. During the twenty-six week period ended June 28, 1997, the Company
recorded a charge of $.8 million related to the adoption of this standard. The
fair value of each option granted is estimated on the date of grant using the
Blocks-Scholes option-pricing model. The model requires the Company to make
estimates regarding risk free interest rates, expected lives, expected
volatility and expected dividends. No change in estimates or assumptions
regarding these items were made in the current period. The Company made no
material option grants in the current period under any of its plans.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following table sets forth, for the fiscal periods indicated, the percentage
relationship to revenues of certain items in the Company's Consolidated
Statements of Income (Loss).
<TABLE>
<CAPTION>
13 WEEKS ENDED 26 WEEKS ENDED
JUNE 28, JUNE 29, JUNE 28, JUNE 29,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues 100.0% 100.0% 100.0% 100.0%
Cost of sales and operating expenses 64.7 66.8 65.5 66.1
Write-down of inventory of
discontinued catalogs -- -- -- .3
Selling expenses 25.8 28.9 25.9 28.2
General and administrative expenses 10.3 7.9 9.9 8.6
Depreciation and amortization 1.5 1.9 1.5 1.9
Income (loss) from operations (2.3) (5.5) (2.8) (5.1)
Interest expense, net (1.7) (1.3) (1.6) (1.1)
Net income (loss) (4.2%) (7.0%) (4.7%) (6.4%)
</TABLE>
RESULTS OF OPERATIONS
THIRTEEN-WEEKS ENDED JUNE 28, 1997 COMPARED WITH THIRTEEN-WEEKS ENDED JUNE 29,
1996
Net Income (Loss). The Company reported a net loss of $(5.6) million or
$(.04) per share for the thirteen-week period ended June 28, 1997 compared to a
net loss of $(12.5) million or $(.13) per share for the same period last year.
The per share amounts were calculated based on weighted average shares
outstanding of 158,741,451 and 93,576,472 for the current and prior year
periods, respectively. The increase in weighted average shares outstanding is
due to two $50 million rights offerings which were completed in August 1996 and
June 1997, respectively.
The decrease in net loss was primarily the result of: (i) reduced
circulation to prospective customers and to customers other than core customers
and increased circulation to core customers with core products which resulted in
improved response rates and lower selling expenses, (ii) reduced cost of
merchandise as the Company began to realize improvements in its product
offerings, (iii) reduced fixed overhead costs due to the Company's previously
implemented cost reduction plan and (iv) improved liquidity, reduced backorder
levels and improved inventory in-stock positions due to the Company's 1997
Rights Offering.
Revenues. Revenues decreased 25.8% for the thirteen-week period ended
June 28, 1997 to $133.7 million from $180.2 million for the same period in 1996.
Revenues generated by continuing catalogs decreased 13% to approximately $132.4
million in the current year period from $158.7 million for the prior year
period. Revenues generated by discontinued catalogs decreased 95% to $1.4
million for the thirteen-week period ended June 28, 1997. The Company circulated
60 million catalogs during the 1997 period which represented a 38% decrease from
the prior year period. Continuing catalog circulation decreased 23% from the
prior year period as part of the Company's plan to more effectively target its
circulation. The Company's backorders (unfilled orders) decreased 24% to $14.2
million on June 28, 1997 from $18.8 million on June 29, 1996.
14
<PAGE> 15
The following table summarizes the Company's revenues and the percent
of total revenues, for the fiscal periods indicated, for each business unit; all
revenues are net of returns:
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
JUNE 28, JUNE 28, JUNE 29, JUNE 29,
1997 1997 1996 1996
REVENUES PERCENT OF REVENUES PERCENT OF
BUSINESS UNIT (IN MILLIONS) TOTAL REVENUES (IN MILLIONS) TOTAL REVENUES
------ ------ ------ ------
<S> <C> <C> <C> <C>
Home Fashions -
Mid Market $ 42.4 31.7% $ 56.9 31.6%
Upscale 27.8 20.8 19.5 10.8
General Merchandise 16.7 12.5 19.0 10.5
Women's Apparel 16.6 12.4 24.1 13.4
Men's Apparel 18.4 13.7 22.3 12.4
Gifts 10.5 7.9 10.3 5.7
------ ------ ------ ------
Total Continuing 132.4 99.0 152.1 84.4
Discontinued 1.3 1.0 28.1 15.6
------ ------ ------ ------
Total Company $133.7 100.0% $180.2 100.0%
====== ====== ====== ======
</TABLE>
Revenues from continuing catalogs decreased due to a planned decrease in
circulation as the Company continued to implement each catalog's plan to focus
on each catalogs' core customers. The reduction in circulation was partially
offset by an increase in response rates mainly in the Home Fashions - Mid-Market
group as the Company continued to focus on its most productive customers. The
decrease in revenues was also partially offset by an increase in circulation and
average order size of the Home Fashions - Upscale group despite the lower
response rates experienced by this group.
Revenues from the catalogs discontinued in 1995 and the Sears venture
decreased 95% or $26.8 million to $1.3 million for the thirteen-week period
ended June 28, 1997 from $28.1 million for the same period in the prior year.
Operating Costs and Expenses. Cost of sales and operating expenses
decreased to 64.7% of revenues for the thirteen-week period ended June 28, 1997
from 66.8% of revenues for the same period in 1996. The total expense decreased
$33.7 million when the current year period is compared to the same period in the
prior year. In the current period, the Company experienced a one percentage
point decline in its cost of merchandise along with a reduction in charges taken
in association with the write-down of inventory. Operating costs and expenses
have also been positively impacted by decreased order fulfillment costs due to
the Company's previously announced cost reduction plan.
Selling expenses decreased to 25.8% of revenues for the thirteen-week
period ended June 28, 1997 from 28.9% of revenues for the same period in the
prior year. The total expense decreased $17.4 million to $34.6 million in the
current year period. This expense has declined in the current period due to a
23% decrease in continuing catalog circulation and increased customer response
rates as part of the Company's plan to more effectively target its core
customers.
General and administrative expenses decreased $.5 million due to the
Company's previously announced cost reduction plan. These expenses increased to
10.3% of revenues in the current year period
15
<PAGE> 16
from 7.9% of revenues in the prior year mainly due to the Company's planned
decrease in its revenue base and the fact that the Company's cost savings plan
was not scheduled for implementation until the second half of 1997.
Depreciation and amortization decreased $1.5 million to $2.0 million
for the thirteen-week period ended June 28, 1997 as a result of the Company's
decision to write-off certain intangible assets and close certain of its
facilities at the end of the 1996 fiscal year.
Income (Loss) from Operations. The Company recorded a loss from
operations of $(3.1) million for the thirteen-week period ended June 28, 1997,
or (2.3)% of revenues, compared to a loss of $(9.9) million for the
thirteen-week period ended June 29, 1996, or (5.5)% of revenues.
The decrease in loss from operations was the result of the Company's
continued plan to decrease circulation by focusing more on its most profitable
customers and on proven merchandise. This operating plan also resulted in lower
selling expenses and increased response rates. Variable fulfillment costs also
improved slightly in the current period as inefficiencies in the Company's
Roanoke fulfillment center were corrected throughout 1996. In the current
period, the Company also began to realize lower costs associated with its fixed
overhead cost structure due it its plan to reduce such costs.
Interest Expense, Net. Interest expense, net remained constant when
comparing the current period to the prior year period. Throughout the current
period, the Company maintained lower debt levels than the prior year due to
better management of its working capital. This improvement was offset by higher
interest rates and increased amortization of debt costs related to the Company's
$28 million letter of credit facility.
TWENTY SIX-WEEKS ENDED JUNE 28, 1997 COMPARED WITH TWENTY SIX-WEEKS ENDED JUNE
29, 1996
Net Income (Loss). The Company reported a net loss of $(12.3) million
or $(.08) per share for the twenty six-week period ended June 28, 1997 compared
to a net loss of $(22.0) million or $(.24) per share for the same period last
year. The per share amounts were calculated based on weighted average shares
outstanding of 151,656,168 and 93,535,204 for the current and prior year
periods, respectively. The increase in weighted average shares outstanding is
due to two $50 million rights offerings which were completed in August 1996 and
June 1997, respectively.
The decrease in net loss was primarily the result of: (i) reduced
circulation to prospective customers and to customers other than core customers
and increased circulation to core customers with core products which resulted in
improved response rates and lower selling expenses, (ii) reduced cost of
merchandise as the Company began to realize improvements in its product
offerings, (iii) reduced fixed overhead costs due to the Company's previously
implemented cost reduction plan and (iv) improved liquidity, reduced backorder
levels and improved inventory in-stock positions due to the Company's 1997
Rights Offering.
As a result of the Company's operating losses in 1996, the Company
formulated a 1997 business plan which would improve profit margins through
improved inventory management and reduce operating expenses by reducing fixed
costs. The Company continued to experience tightened vendor credit in the first
half of 1997 due to the 1996 operating losses (see Liquidity and Capital
Resources). This affected the Company's ability to obtain merchandise on a
timely basis. In order to alleviate the Company's temporary working capital
shortfall and provide the Company with the necessary time to implement its
business plan, the Company entered into a financial transaction with Richemont
which provided for a $30 million advance related to the 1997 Rights Offering.
The $30 million advance was received in April 1997 and provided the Company
with the liquidity to reduce its backorder levels and receive merchandise on a
more timely basis. This advance was repaid in June 1997 upon the completion of
the 1997 Rights Offering.
16
<PAGE> 17
Revenues. Revenues decreased 23.8% for the twenty six-week period ended
June 28, 1997 to $263.5 million from $345.7 million for the same period in 1996.
Revenues generated by continuing catalogs decreased 10% to approximately $255.0
million in the current year period from $283.7 million for the prior year
period. Revenues generated by discontinued catalogs decreased 86% to $8.5
million for the twenty six-week period ended June 28, 1997. The Company
circulated 126 million catalogs during the 1997 period which represented a 36%
decrease from the prior year. Continuing catalog circulation decreased 18% from
the prior year period as part of the Company's plan to more effectively target
its circulation. The Company's backorders (unfilled orders) decreased 24% to
$14.2 million on June 28, 1997 from $18.8 million on June 29, 1996.
The following table summarizes the Company's revenues and the percent
of total revenues, for the fiscal periods indicated, for each business unit; all
revenues are net of returns:
<TABLE>
<CAPTION>
TWENTY-SIX WEEKS ENDED
JUNE 28, JUNE 28, JUNE 29, JUNE 29,
1997 1997 1996 1996
REVENUES PERCENT OF REVENUES PERCENT OF
BUSINESS UNIT (IN MILLIONS) TOTAL REVENUES (IN MILLIONS) TOTAL REVENUES
------ ------ ------ ------
<S> <C> <C> <C> <C>
Home Fashions-
Mid-Market $ 76.9 29.2% $101.1 29.2%
Upscale 54.5 20.7 41.8 12.1
General Merchandise 35.5 13.5 39.1 11.3
Women's Apparel 33.8 12.8 40.5 11.7
Men's Apparel 32.2 12.2 40.1 11.6
Gifts 22.1 8.4 21.1 6.1
------ ------ ------ ------
Total Continuing 255.0 96.8 283.7 82.0
Discontinued 8.5 3.2 62.0 18.0
------ ------ ------ ------
Total Company $263.5 100.0% $345.7 100.0%
====== ====== ====== ======
</TABLE>
Revenues from continuing catalogs decreased due to a reduction in circulation as
the Company continued to implement each catalog's plan to focus on each
catalogs' core customers. The reduction in circulation was partially offset by
an increase in response rates as the Company continued to focus on its most
productive customers. The decrease in revenues was also partially offset by an
increase in circulation and average order size of the Home Fashions - Upscale
group despite the lower response rates experienced by this group.
Revenues from the catalogs discontinued in 1995 and the Sears venture
decreased 86% or $53.5 million to $8.5 million for the twenty six-week period
ended June 28, 1997 from $62.0 million for the same period in the prior year.
Operating Costs and Expenses. Cost of sales and operating expenses
decreased to 65.5% of revenues for the twenty six-week period ended June 28,
1997 from 66.1% of revenues for the same period in 1996. The total expense
decreased $56.1 million when the current year period is compared to the same
period in the prior year. In the current period, the Company experienced a two
percentage point decline in its cost of merchandise along with a reduction in
charges taken in association with the write-down of inventory. Operating costs
and expenses have also been positively impacted by decreased order fulfillment
costs due to the Company's previously announced cost reduction plan.
17
<PAGE> 18
Selling expenses decreased to 25.9% of revenues for the twenty six-week
period ended June 28, 1997 from 28.2% of revenues for the same period in the
prior year. The total expense decreased $29.2 million to $68.2 million in the
current year period. This expense has declined in the current period due to an
18% decrease in continuing catalog circulation and increased customer response
rates as part of the Company's plan to more effectively target its core
customers.
General and administrative expenses decreased $3.5 million to $26.1
million for the twenty six-week period ended June 28, 1997 due to the Company's
previously announced cost reduction plan. These expenses increased to 9.9% of
revenues in the current year period from 8.6% of revenues in the prior year
period mainly due to the Company's planned decrease in its revenue base.
Depreciation and amortization decreased $2.4 million to $4.1 million
for the twenty six-week period ended June 28, 1997 as a result of the Company's
decision to write-off certain intangible assets and close certain of its
facilities at the end of the 1996 fiscal year.
Income (Loss) from Operations. The Company recorded a loss from
operations of $(7.5) million for the twenty six-week period ended June 28, 1997,
or (2.8)% of revenues, compared to a loss of $(17.6) million for the twenty
six-week period ended June 29, 1996, or (5.1)% of revenues.
The decrease in loss from operations was the result of the Company's
continued plan to decrease circulation by focusing more on its most profitable
customers and on proven merchandise. This operating plan also resulted in lower
selling expenses and increased response rates. Variable fulfillment costs also
improved slightly in the current period as inefficiencies in the Company's
Roanoke fulfillment center were corrected throughout 1996. These factors
contributed to an improved overall profit margin. The Company also began to
realize lower costs associated with its fixed overhead cost structure due it its
plan to reduce such costs.
Interest Expense, Net. Interest expense, net increased $.4 million to
$4.3 million for the twenty six-week period ended June 28, 1997. Throughout the
current period the Company maintained lower debt levels than the prior year due
to better management of its working capital. This improvement was offset by
higher interest rates and increased amortization of debt costs related to the
Company's $28 million letter of credit facility.
Income Taxes. In assessing the realizability of the $15 million net
deferred tax asset, the Company has considered numerous factors, including its
future operating plans. The Company believes that the $15 million net deferred
tax asset represents a reasonable, conservative estimate of the future
utilization of the tax net operating losses. The Company will continue to
evaluate the likelihood of future profit and the necessity of future adjustments
to the deferred tax asset valuation allowance. The Company recorded a state tax
provision of $.5 million in each of the twenty-six week periods ended June 28,
1997 and June 29, 1996.
LIQUIDITY AND CAPITAL RESOURCES
Working Capital. At June 28, 1997, the Company had $5.9 million in cash
and cash equivalents, compared to $5.2 million at December 28, 1996. Working
capital and the current ratio were $37.3 million and 1.39 to 1 at June 28, 1997
versus $(1.5) million and .99 to 1 at December 28, 1996. The $20.9 million of
cash used in operations in the first twenty six-weeks of 1997 was primarily used
to fund operating losses and a reduction in accounts payable. The cash used in
operations was provided by reductions in inventories and accounts receivable and
proceeds from the 1997 Rights Offering.
18
<PAGE> 19
As a result of the Company's continued operating losses in 1996, the
Company experienced tightened vendor credit and increased levels of debt during
the first half of 1997. Order cancellation rates increased and negatively
affected initial fulfillment which resulted in an increase in split shipments
and higher customer inquiry calls in 1996 and the first quarter of 1997. As a
result of these factors, the Company decided in late 1996 that it was necessary
to obtain relief under its credit facility and to investigate an equity
infusion. In December 1996, the Company closed its agreement with Richemont
Finance S.A. that provided the Company with approximately $28 million of letters
of credit to replace letters of credit which were issued under the Credit
Facility with Congress. When the final 1996 results became known to the Company,
it concluded such results would have a further negative impact on the Company's
ability to conduct business on normal trade terms. Therefore, the Company
decided it was necessary to obtain an equity infusion which would restore the
Company's equity base and provide the Company with additional liquidity.
On March 26, 1997, the Company announced that it intended to distribute
subscription rights to subscribe for and purchase additional shares of Common
Stock to holders of record of the Company's Common Stock and Series B
Convertible Additional Preferred Stock. The 1997 Rights Offering expired on May
30, 1997 and closed on June 6, 1997. The rights were exercisable at a price of
$.90 per share. NAR applied $10 million of the Company's indebtedness to acquire
$10 million of the Company's Common Stock pursuant to the 1997 Rights Offering.
Richemont purchased 40,687,970 shares of Common Stock with rights which were not
subscribed for and purchased by shareholders in the 1997 Rights Offering per an
agreement with the Company. On April 23, 1997, Richemont advanced $30 million
against this commitment. This advance was used to repay approximately $13
million of indebtedness under the revolving line of credit, bring past due
vendor accounts current and for other general corporate purposes.
The 1997 Rights Offering generated gross proceeds of approximately $40
million after giving effect to the $10 million of indebtedness NAR applied to
acquire its shares. The proceeds of the 1997 Rights Offering were used for
working capital needs and general corporate purposes, including repayment of
approximately $20 million outstanding under the Company's credit facility with
Congress. The Company also incurred fees of approximately $3 million in relation
to the 1997 Rights Offering which were paid from such gross proceeds.
Throughout fiscal 1997, the Company has been implementing several
initiatives to strengthen financial discipline and accountability at the
Company's strategic business units and its corporate organization. These
initiatives, in addition to the Company's new operating and cost reduction
plan, are designed to better enable the Company to meet its operating goals for
fiscal 1997 through better, cash control and "bottom-line" accountability at
the business unit level, which have begun to have positive results across the
Company's strategic business units and corporate infrastructure.
At June 28, 1997, the Company had $10.4 million of current borrowings
outstanding. This balance includes $8.3 million of term notes under the Credit
Facility due in November 1997. The Company had no amounts outstanding under the
Credit Facility at June 28, 1997 and $13.7 million at December 28, 1996. As of
August 5, 1997, there were no borrowings outstanding under the Credit Facility
and remaining availability was $23.9 million.
In December 1996, the Company received waivers for events of default
under the Credit Facility with Congress. In addition, Congress and the Company
agreed to new working capital and net worth covenants for fiscal 1997. The
Company believes that the 1997 Rights Offering together with the Credit Facility
covenant modifications will ease vendor/credit concerns about the Company's
viability. The Company's ability to continue to improve upon its prior year's
performance and implement its business strategy, including realignment of its
business units and expense reductions, is critical to maintaining adequate
liquidity.
19
<PAGE> 20
The agreement by which Richemont provided the Company with a $28
million letter of credit facility expires in February 1998. The Company believes
that it will generate sufficient cash from operations in 1997 in order to be
able to finance these letters of credit without Richemont. The generation of
adequate cash from operations is dependent upon the Company's ability to
attain its operating plan for the balance of the year. The Company is also
pursuing other financing alternatives at this time in order to insure that the
refinancing will occur.
The Company experiences seasonality in its working capital requirements
and fluctuations in the revolving Credit Facility with peak borrowing
requirements normally occurring during the first and fourth quarters of the
year.
The Company is required to maintain certain financial covenants related
to the Credit Facility with Congress with which the Company is in compliance at
June 28, 1997.
Operating Plan. In December 1996, the Company began an operational
realignment plan that is designed to capitalize on its internal strengths. The
Company is continuing to move to a decentralized brand management structure
whereby the individual catalogs will be better able to manage their resources
and capitalize on business opportunities. This plan provides for each catalog's
management team to be responsible for its financial results, utilization of its
working capital resources and assessment of its future business investment
needs. The Company believes that this structure will result in better
management of vendor relationships, inventories and working capital. The
Company's operating plan for the remainder of the year includes improvements in
revenues, maintenance of gross margin levels and execution of its expense
reduction plan.
Infrastructure Investments. The Company's plan to restructure its
catalogs' into strategic business units and concentrate its mailing efforts on
profitable customers is expected to result in excess capacity throughout its
fulfillment centers. Therefore, the Company intends to consolidate certain of
its fulfillment operations into its new Roanoke fulfillment center. This will
require a capital investment of approximately $5.5 million during 1997. The
Company is currently evaluating the possibility of additional capital
expenditures related to the Roanoke fulfillment center in 1998.
The Company continued its management information systems upgrade in the
first half of 1997. The news integrated software system was operational in all
of the Company's catalogs as of April 1997.
Effect of Inflation and Cost Increases. The Company normally
experiences increased costs of sales and operating expenses as a result of the
general rate of inflation. Through internal cost reductions and operating
efficiencies and then through selection of appropriate mail-order merchandise,
the Company can adjust product mix to mitigate the affects of inflation on its
overall merchandise base.
Paper and Postage. The Company mails its catalogs and ships most of its
merchandise through United States Postal Service ("USPS"), with catalog mailing
and product shipment expenses representing approximately 18% of revenues in the
first twenty-six weeks of 1997. Paper costs represented approximately 8% of
revenues for the same period. The Company anticipates a minimal paper price
increase in the second half of 1997. The USPS announced a proposed increase in
mailing rates that will take effect in mid-1998. The Company is currently
investigating ways to mitigate the effects of these expected increases. There
is no assurance that the Company will successfully devlop such plan.
In addition, the Company is currently evaluating the impact, if any, of
the current United Parcel Service strike. The Company is currently investigating
the most cost efficient means of alternatively shipping product to its
customers. The Company does not anticipate this strike to have a material effect
on its ability to conduct its business although if the strike continues for a
significant length of time it may result in increased shipping costs and
adversly affect the Company's ability to deliver products to its customers.
20
<PAGE> 21
ITEM 3. QUANTITATIVE AND QUALATATIVE DISCLOSURES ABOUT MARKET RISK.
None.
21
<PAGE> 22
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
3 (a) Certificate of Correction to the Certificate of Incorporation.
(b) By-laws, as amended.
27 Financial Data Schedule (EDGAR filing only).
(b) Reports on Form 8-K
None.
22
<PAGE> 23
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.
HANOVER DIRECT, INC.
Registrant
By: /s/ Larry J. Svoboda
---------------------------
Larry J. Svoboda
Senior Vice-President and Chief Financial Officer
(on behalf of the Registrant and as principal financial officer)
August 12, 1997
23
<PAGE> 24
EXHIBIT INDEX
-------------
Exhibit
No. Description
- ------- -----------
3 (a) Certificate of Correction to the Certificate of Incorporation.
(b) By-laws, as amended.
27 Financial Data Schedule (EDGAR filing only).
<PAGE> 1
EXHIBIT 3a
CERTIFICATE OF CORRECTION
FILED TO CORRECT A CERTAIN ERROR IN THE RESTATED CERTIFICATE OF
INCORPORATION OF HANOVER DIRECT, INC.
FILED IN THE OFFICE OF THE SECRETARY OF STATE OF DELAWARE ON
OCTOBER 31, 1996
HANOVER DIRECT, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
1. The name of the corporation is Hanover Direct, Inc.
2. That a Restated Certificate of Incorporation was filed
with the Secretary of State of Delaware on October 31,
1996 and that said Restated Certificate requires
corrections as permitted by Section 103 of the General
Corporation Law of the State of Delaware.
3. The inaccuracy or defect of said Restated Certificate
to be corrected is as follows: The total number of
shares of stock authorized and the number of shares
designated as common stock are inaccurate.
4. Article Fourth of the Restated Certificate is corrected
to read as follows:
Line two shall be deleted in its entirety and replaced
with "... Corporation shall have the authority to issue
is 243,172,403 shares, of which 40,000 shares ..."
Line seven shall be deleted in its entirety and replaced
with "... stock, par value $0.01 per share (the
"Additional Preferred Stock"), 225,000,000 shares ..."
IN WITNESS WHEREOF, said HANOVER DIRECT, INC. has caused this
certificate to be signed by Edward J. O'Brien, its Senior Vice President,
Treasurer and Secretary, this ____ day of June, 1997.
HANOVER DIRECT, INC.
By: /s/ Edward J. O'Brien
----------------------------
Edward J. O'Brien
Senior Vice President, Treasurer
and Secretary
<PAGE> 1
EXHIBIT 3b
EFFECTIVE 5/30/97
BYLAWS
OF
HANOVER DIRECT, INC.
(A DELAWARE CORPORATION)
-----------------------
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Every holder of stock in the
corporation shall be entitled to have a certificate signed by, or in the name
of, the corporation by the Chairman or Vice-Chairman of the Board of Directors,
if any, or by the President or a Vice-President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary of the
corporation or by agents designated by the Board of Directors, certifying the
number of shares owned by him in the corporation and setting forth any
additional statements that may be required by the General Corporation Law of
Delaware. If any such certificate is countersigned or otherwise authenticated
by a transfer agent or transfer clerk or by a registrar other than the
corporation, a facisimile of the signature of any such officers or agents
designated by the Board may be printed or lithographed upon such certificate in
lieu of the actual signatures. In case any officer or officers who shall have
signed, or whose facsimile signature or signatures shall have been used on, any
such certificate or certificates shall cease to be such officer or officers
of the corporation before such certificate or certificates shall have been
delivered by the corporation, such certificate or certificates may nevertheless
be adopted by the corporation and be issued and delivered as though the person
or persons who signed such certificate or certificates, or whose facsimile
signature or signatures shall have been used thereon, had not ceased to be such
officer or officers of the corporation.
When the corporation shall be authorized to issue more than one class
of stock or more than one series of any class of stock, and whenever the
corporation shall issue any shares of special stock, the certificates
representing shares of any such class or series or of any such special stock
shall set forth thereon the statements prescribed by the General Corporation
Law. Any restrictions on the transfer or registration of transfer of any shares
of stock of any class or series shall be noted conspicuously on the certificate
representing such shares.
The corporation may issue a new certificate of stock in place of any
certificate theretofore issued by it, alleged to have been lost, stolen, or
destroyed, and the Board of Directors may require the owner of any lost,
stolen, or destroyed certificate, or his legal representative, to give the
corporation a bond sufficient to indemnify the corporation against any claim
that may be made against it on account of the alleged loss, theft, or
destruction of any such certificate or the issuance of any such new certificate.
1
<PAGE> 2
2. FRACTIONAL SHARE INTERESTS. The corporation shall not be obliged to
but may execute and deliver a certificate for or including a fraction of a
share. In lieu of executing and delivering a certificate for a fraction of a
share, the corporation may (i) pay to any person otherwise entitled to become a
holder of a fraction of a share an amount in cash specified for such purpose as
the value thereof in the resolution of the Board of Directors, or other
instrument pursuant to which such fractional share would otherwise be issued,
or, if not specified therein, then as may be determined for such purpose by the
Board of Directors of the issuing corporation or (ii) execute and deliver
registered or bearer scrip over the manual or facsimile signature of an officer
of the corporation or of its agent for that purpose, exchangeable as therein
provided for full share certificates, but such scrip shall not entitle the
holder to any rights as a stockholder except as therein provided. Such scrip
may provide that it shall become void unless the rights of the holders are
exercised within a specified period and may contain any other provisions or
conditions that the corporation shall deem advisable. Whenever any such scrip
shall cease to be exchangeable for full share certificates, the shares that
would otherwise have been issuable as therein provided shall be deemed to be
treasury shares unless the scrip shall contain other provisions for their
disposition.
3. STOCK TRANSFERS. Upon compliance with provisions restricting the
transfer or registration of transfer of shares of stock, if any, transfers or
registration of transfers of shares of stock of the corporation shall be made
only on the stock ledger of the corporation by the registered holder thereof,
of by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the corporation or with a transfer agent or a
registrar, if any, and on surrender of the certificate or certificates for such
shares of stock properly endorsed and the payment of all taxes, if any, due
thereon. The Board of Directors shall have power and authority to make all such
rules and regulations as they deem expedient concerning the issue, transfer,
and registration of certificates of stock, and may appoint a transfer agent and
a registrar, and may require all stock certificates to bear the signature of
such transfer agent and of such registrar.
4. TREASURY STOCK. The Chairman or Vice-Chairman of the Board of
Directors, if any, or President or a Vice-President or Treasurer or an
Assistant Treasurer or Secretary or an Assistant Secretary of the corporation
is authorized and hereby is directed to assign, sell, purchase, or transfer
shares of the common stock of the corporation for the purpose of effecting
stock-for-stock transactions in accordance with the provisions of any Stock
Option Plan which may be in effect from time to time.
5. RECORD DATE FOR STOCKHOLDERS. For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or the allotment of any rights, or entitled to exercise any rights
in respect of any change, conversion, or exchange of stock, or for the purpose
of any other lawful action, the directors may fix, in advance, a record date,
which shall not be more than sixty days nor less than ten days before the date
of such meeting, nor more than sixty days prior to any other action, provided,
however, that in the case of the payment of any
2
<PAGE> 3
dividend, the record date fixing the stockholders entitled to payment thereof
shall be at least ten days after the date on which such dividend is declared by
the Board of Directors. If no record date is fixed, the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the date next preceding the
day on which notice is given, or, if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held; the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting, when no prior action by the Board of Directors is
necessary, shall be the day on which the first written consent is expressed; and
the record date for determining stockholders for any other purpose, other than
the payment of dividends, shall be at the close of business on the day on which
the Board of Directors adopts the resolution relating thereto. A determination
of stockholders of record entitled to notice of or to vote at any meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.
6. BENEFICIAL OWNERS. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by law.
7. MEETING OF CERTAIN TERMS. As used in these Bylaws in respect of the
right to notice of a meeting of stockholders or a waiver thereof or to
participate or vote thereat or to consent or dissent in writing in lieu of a
meeting, as the case may be, the term "share" or "shares" or "share of stock" or
"shares of stock" or "stockholder" or "stockholders" refers to an outstanding
share or shares of stock and to a holder or holders of record of outstanding
shares of stock when the corporation is authorized is issue only one class of
shares of stock, and such reference is also intended to include any outstanding
share or shares of stock of any class and any holder or holders of record of
outstanding shares of stock of any class upon which or upon whom the Articles of
Incorporation confers such rights where there are two or more classes or series
of shares of stock or upon which or upon whom the General Corporation Law
confers such rights notwithstanding that the Articles of Incorporation may
provide for more than one class of series of shares of stock, one or more of
which are limited or denied such rights thereunder; provided, however, that,
except as provided by the General Corporation Law, no such right shall vest in
the event of an increase or a decrease in the authorized number of shares of
stock of any class or series which is otherwise denied voting rights under the
provisions of the Articles of Incorporation.
8. STOCKHOLDER MEETINGS.
(a) TIME. The annual meeting shall be held on the date and at the time
fixed, from time to time, by the Board of Directors, provided, that the first
annual meeting shall be held on a date within thirteen months after the
organization of the corporation, and each successive annual meeting shall be
held on a date within thirteen months after the date of the preceding annual
3
<PAGE> 4
meeting. A special meeting shall be held on the date and at the time fixed by
the Board of Directors.
(b) PLACE. Annual meetings and special meetings shall be held at such
place, within or without the State of Delaware, as the directors may, from time
to time, fix. Whenever the directors shall fail to fix such place, the meeting
shall be held at the principle office of the corporation in the State of
Delaware.
(c) CALL. Annual meetings and special meetings may be called by the
directors or by any officer designated by the directors to call the meeting.
(d) NOTICE OR WAIVER OF NOTICE. Notice of all meetings shall be in writing
and signed by the President or a Vice-President, or the Secretary, or an
Assistant Secretary, or by such other person or persons as the directors shall
designate. Such notice shall state the purpose or purposes for which the meeting
is called and the time when, and the place where, it is to be held. A copy of
such notice shall be either delivered personally to, or shall be mailed postage
prepaid to, each stockholder not less than ten or more than sixty days before
such meeting. If mailed, it shall be directed to a stockholder at his address as
it appears upon the records of the corporation. Any stockholder may waive notice
of any meeting by a writing signed by him or his duly authorized attorney,
either before or after the meeting; and whenever notice of any kind is required
to be given under the provisions of the General Corporation Law, a waiver
thereof in writing and duly signed, whether before or after the time of such
required notice, shall be deemed equivalent thereto.
(e) STOCKHOLDER LIST. The officer who has charge of the stock ledger of the
corporation shall prepare and make or cause to be prepared and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city or other
municipality or community where the meeting is to be held, which place shall be
specified in the notice of the meeting, or if not so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, any may be
inspected by any stockholder who is present. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list required by this section or the books of the corporation, or to vote at
any meeting of stockholders.
(f) CONDUCT OF MEETING. Meetings of the stockholders shall be presided over
by one of the following officers in the order of seniority and if present and
acting; the Chairman of the Board, if any, the Vice-Chairman of the Board, if
any, the President, a Vice-President, or, if none of the foregoing is in office
and present and acting, by a chairman to be chosen by the stockholders. The
Secretary of the corporation, or in his absence an Assistant Secretary, shall
act as secretary of every meeting, but if neither the Secretary nor an Assistant
Secretary is present
4
<PAGE> 5
the Chairman of the meeting shall appoint a secretary of the meeting.
(g) PROXY REPRESENTATION. Every stockholder may authorize another person or
persons to act for him by proxy appointed by an instrument in writing in all
matters in which a stockholder is entitled to participate, whether by voting or
by participating at a meeting, or by expressing consent or dissent without a
meeting. Every proxy must be executed by the stockholder or by his
attorney-in-fact. No proxy shall be valid after the expiration of three years
from the date of its execution, unless it specifies therein a longer period.
(h) INSPECTORS. The Board of Directors, in advance of any meeting of
stockholders shall appoint one or more inspectors to act at the meeting or any
adjournment thereof and make a written report thereof. In case any person who
may be appointed as an inspector fails to appear or act, the vacancy may be
filled by the person presiding at the meeting. Each inspector, before entering
upon the discharge of his duties, shall take and sign an oath faithfully to
execute the duties of inspector with strict impartiality and according to the
best of his or her ability. The inspectors shall (i) determine the number of
shares of stock outstanding and the voting power of each; (ii) determine the
shares of stock represented at the meeting and validity of proxies and ballots;
(iii) shall count all votes and ballots; (iv) determine and retain for a
reasonable period a record of the disposition of any challenges made to any
determination by the inspectors; and (v) certify their determination of the
number of shares represented at the meeting, and their count of all votes and
ballots.
(i) QUORUM. The holders of a majority of the outstanding shares of stock or
of the voting power, as the case may be, shall constitute a quorum at a meeting
of stockholders for the transaction of any business unless the action to be
taken at the meeting shall require a greater proportion. The stockholders
present may adjourn the meeting despite the absence of a quorum.
(j) VOTING. Each share of stock shall entitle the holder thereof to one
vote except where the General Corporation Law, the Certificate of Incorporation,
or the Bylaws prescribe a different exercise of voting power. In the election of
directors, a plurality of the votes cast shall elect. Any other action shall be
authorized by a majority of the votes cast except where the General Corporation
Law, the Certificate of Incorporation, or the Bylaws prescribe a different
percentage of votes. In the election of directors, voting need not be by ballot;
and, except as otherwise may be provided by the General Corporation Law, voting
by ballot shall not be required for any other action.
9. STOCKHOLDER ACTION WITHOUT MEETINGS. Any action, except the election of
directors and except as may otherwise be provided by the General Corporation
Law, which may be taken by the vote of stockholders at a meeting may be taken
without a meeting if authorized by the written consent of stockholders holding
at least a majority of the voting power; provided that, if any greater
proportion of voting power is required for such action at a meeting, then such
greater proportion of written consents shall be required. In no instance where
action is authorized by written consent need a meeting of stockholders be called
or noticed.
5
<PAGE> 6
ARTICLE II
DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs of the corporation
shall be managed by the Board of Directors of the corporation. The Board of
Directors shall have the authority to fix the compensation of the members
thereof for services in any capacity. The use of the phrase "whole Board" herein
refers to the total number of directors which the corporation would have if
there were no vacancies, as determined by the Board of Directors.
2. QUALIFICATIONS. Each director must be least 18 years of age. At least
one director must be a citizen of the United States. A director need not be a
stockholder or a resident of the State of Delaware.
Nominations of persons for elections to the Board of Directors of the
corporation may be made at a meeting of stockholders by or at the direction of
the Board of Directors or by any stockholder of the corporation at the meeting
who complies with the notice procedures set forth in this Article II, Section 2.
Such nominations, other than those made by or at the direction of the Board
of Directors, shall be made pursuant to timely notice in writing to the
Secretary of the corporation. To be timely, a stockholder's notice shall be
delivered to or mailed and received at the principal executive offices of the
corporation at least 75 days before initiation of solicitation to the
stockholders for election in the event of an election other than at an annual
meeting and at least 75 days before the corresponding date that was the record
date of the previous year's annual meeting of stockholders in the event of an
election at an annual meeting. Any such notification pursuant to this paragraph
shall be effective and such person shall be eligible to be elected or to serve
only if the notification contains all information required under Regulation S-K
and the Rules, each promulgated under the Securities Exchange Act of 1934, as
amended. No person shall be eligible for election as a director of the
corporation unless nominated in accordance with the procedures set forth in this
Article II, Section 2. The Chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribe by the Bylaws; and, if he should so
determine, he shall so declare to the meeting and the defective nomination shall
be disregarded.
3. NUMBER, ELECTION, AND TERM. The Board of Directors shall consist of not
less than seven and not more than thirteen directors. A director shall hold
office until the next annual meeting of stockholders and until his successor
shall be elected and shall qualify, subject, however, to prior death,
resignation, retirement, disqualification, or removal from office. Any vacancy
on the Board of Directors that results from an increase in the number of
directors may be filled by a majority of the Board of Directors then in office,
any other vacancy occurring in the Board of Directors may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director. Any director elected to fill a vacancy not resulting
from
6
<PAGE> 7
an increase in the number of directors shall have the same remaining term as
that of his predecessor.
4. MEETINGS.
(a) TIME. Meetings shall be held at such time as the Board shall fix.
(b) PLACE. Meetings shall be held at such place within or without the
State of Delaware as shall be fixed by the Board.
(c) CALL. No call shall be required for regular meetings for which
time and place have been fixed. Special meetings may be called by or at the
direction of the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, the President, or a majority of the directors in office.
(d) NOTICE OF ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be
required for regular meetings for which the time and place have been fixed.
Written, oral, or any mode of notice of the time and place shall be given for
special meetings in sufficient time for the convenient assembly of the
directors thereat. Notice, if any, need not be given to a director or to any
member of a committee of directors who submits a written waiver of notice
signed by him or before or after the time stated therein. Attendance of any
such person at a meeting shall constitute a waiver of notice of such meeting,
except when he attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
directors need be specified in any written notice.
(e) QUORUM AND ACTION. A majority of the whole Board shall constitute
a quorum except when a vacancy or vacancies prevents such majority, whereupon a
majority of the directors in office shall constitute a quorum, provided, that
such majority shall constitute at least one-third of the whole Board. A
majority of the directors present, whether or not a quorum is present, may
adjourn a meeting to another time and place. Except as the Articles of
Incorporation or the Bylaws may otherwise provide, and except as otherwise
provided by the General Corporation Law, the act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the
Board. The quorum and voting provisions herein stated shall not be construed as
conflicting with any provisions of the General Corporation Law and the Bylaws
which govern a meeting of directors held to fill vacancies and newly created
directorships in the Board or which govern actions of disinterested directors.
Members of the Board or of any committee which may be designated by the
Board may participate in a meeting of the Board or of any such committee, as
the case may be, by means of a conference telephone network or a similar
communications method by which all persons participating in the meeting hear
each other. Participation in a meeting by said means shall constitute presence
in person at any such meeting. Each person participating in a meeting by such
means shall sign the minutes thereof.
7
<PAGE> 8
(f) CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if
present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman
of the Board, if any and if present and acting, or the President, if present
and acting, or any other director chosen by the Board, shall preside.
5. REMOVAL OF DIRECTORS. Any or all of the directors may be removed for
cause or without cause by the holders of at least two thirds of the outstanding
stock of the corporation entitled to vote at an election of directors. One or
more of the directors may be removed for cause by the Board of Directors.
6. COMMITTEES. There shall be a Nominating Committee which shall consist
of four members. The Board of Directors may, in addition, by resolution passed
by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the directors of the corporation and each
committee to have such authority as the Board shall determine. Any such
committee, to the extent provided in the resolution or resolutions of the Board
and as limited by General Corporation Law, shall have and may exercise the
powers and authority of the Board of Directors in the management of the business
except that no such committee shall have authority as to the following matters:
(a) The submission to shareholders of any action that needs
shareholders' approval under the General Corporation Law, the Articles of
Incorporation, or the Bylaws.
(b) The filling of vacancies in the Board of Directors or in any
committee.
(c) The fixing of compensation of the directors for serving on the
Board or on any committee.
(d) The amendment or repeal of the Bylaws, or the adoption of new
Bylaws.
(e) The amendment or repeal of any resolution of the Board which by its
terms shall not be so amendable or repealable.
7. WRITTEN ACTION. Any action required or permitted to be taken at any
meeting of the Board of Directors or any committee thereof may be taken without
a meeting if a written consent thereto is signed by all the members of the
Board or committee, as the case may be.
ARTICLE III
OFFICERS
1. The corporation shall have a President, a Secretary, a Treasurer, a
Resident Agent, and, if deemed necessary, expedient, or desirable by the Board
of Directors, a Chairman of the Board, a Vice-Chairman of the Board, one or more
Executive Vice-Presidents, one or more Senior Vice-Presidents, one or more other
Vice-Presidents, one or more Assistant Secretaries, one or more Assistant
Treasurers, and such other officers, agents, and factors with such titles as
8
<PAGE> 9
the resolutions choosing them shall designate. Each of any such officers,
agents, and factors shall be elected by a majority vote of the Board of
Directors or in the manner determined by the Board of Directors.
2. QUALIFICATIONS. Except as may otherwise be provided in the
resolution choosing him, no officer other than the Chairman of the Board, if
any, and the Vice-Chairman of the Board, if any, need be a director. Any two or
more offices may be held by the same person, as the directors may determine.
3. TERM OF OFFICE. (a) Unless otherwise provided in the resolution
choosing him, each officer, except the Resident Agent, shall be chosen for a
term which shall continue until the meeting of the Board of Directors following
the next annual of stockholders and until his successors shall have been chosen
and qualified. The Resident Agent shall serve until his or its successor shall
have been chosen and qualified.
(b) Any officer may be removed, with or without cause, by the Board of
Directors or in the manner determined by the Board.
(c) Any vacancy in any office may be filled by the Board of Directors
or in the manner determined by the Board. In case of any vacancy in the
position of Chairman of the Board, if any, President, any Executive
Vice-President, if any, any Senior Vice President, if any, any Vice-President,
Secretary, or Treasurer, there shall be no automatic succession but such
vacancy shall be filled by the Board of Directors.
4. DUTIES AND AUTHORITY. (a) All officers of the corporation shall have
such authority and perform such duties in the management and operation of the
corporation as shall be prescribed in the resolution designating and choosing
such officers and prescribing their authority and duties, and shall have such
additional authority and duties as are incident to their office except to the
extent that such resolutions or instruments may be inconsistent therewith.
(b) The Treasurer shall give bond with corporate surety, in an amount
fixed by the Board of Directors. The President shall preside at all meetings of
the officers and shall exercise such general executive powers as are usually
incident to such office.
ARTICLE IV
INDEMNIFICATION OF DIRECTORS AND OFFICERS
1. INDEMNIFICATION. Except as prohibited by General Corporation Law,
every director and officer of the corporation shall be entitled as a matter of
right to be indemnified by the corporation against reasonable expense and any
liability paid or incurred by such person in connection with any actual or
threatened claim, action, suit, or proceeding, civil, criminal, administrative,
investigative or other, whether brought by or in the right of the corporation
or otherwise, in which he or she may be involved, as a party or otherwise, by
reason of such person
9
<PAGE> 10
being or having been a director or officer of the corporation or by reason of
the fact that such person is or was serving at the request of the corporation
as a director, officer, employee, fiduciary or other representative of the
corporation or another corporation, partnership, joint venture, trust, employee
benefit plan or other entity (such claim, action, suit or proceeding
hereinafter being referred to as an "action"); provided, however, that no such
right of indemnification shall exist with respect to an action brought by a
director or officer against the corporation other than in a suit for
indemnification as provided hereunder. Such indemnification shall include the
right to have expenses incurred by such person in connection with an action
paid in advance by the corporation prior to final disposition of such action,
subject to such conditions as may be prescribed by law. As used herein,
"expense" shall include, among other things, fees and expenses of counsel
selected by such person, and "liability" shall include amounts of judgments,
excise taxes, fines and penalties, and amounts paid in settlement.
2. INSURANCE; OTHER FUNDING. The corporation may purchase and maintain
insurance to protect itself and any person eligible to be indemnified hereunder
against any liability or expense asserted or incurred by such person in
connection with any action, whether or not the corporation would have the power
to indemnify such person against such liability or expense by law or under the
provisions of this Article IV. The corporation may make other financial
arrangements, which may include, among other things, a trust fund, program of
self-insurance, grant of a security interest or other lien on any assets of the
corporation, or establishment of a letter of credit, guaranty, or surety to
ensure the payment of such sums as may become necessary to effect
indemnification as provided herein.
3. NON-EXCLUSIVE; NATURE AND EXTENT OF RIGHTS. The right of
indemnification provided for herein (i) shall not be deemed exclusive of any
other rights, whether now existing or hereafter created, to which those seeking
indemnification hereunder may be entitled under any agreement, the Articles of
Incorporation, vote of stockholders or directors, or otherwise; (ii) shall be
deemed to create contractual rights in favor of persons entitled to
indemnification hereunder, (iii) shall continue as to persons who have ceased
to have the status pursuant to which they were entitled or were designated as
entitled to indemnification hereunder and shall inure to the benefit of the
heirs and legal representatives of persons entitled to indemnification
hereunder, and (iv) shall be applicable to actions, suits, or proceedings
commenced after the adoption of this Bylaw, whether arising from acts or
omissions occurring before or after the adoption hereof. The right of
indemnification provided for herein may not be amended, modified, or repealed
so as to limit in any way the indemnification provided for herein with respect
to any acts of omissions occurring prior to the adoption of any such amendment
or repeal.
ARTICLE V
CHECKS AND NOTES
1. All checks, drafts and orders for the payment of money shall be
signed by the President or Treasurer or such officer as may be designated by
the Board of Directors, and such signature may be affixed by facsimile
signature except that any disbursement in an amount of
10
<PAGE> 11
$5,000.00 or more must be countersigned manually by another designated officer.
2. All promissory notes of the corporation and acceptances must be
authorized by the Board of Directors and signed by the President and Treasurer.
ARTICLE VI
FISCAL YEAR, WORKING
CAPITAL AND DIVIDENDS
1. The fiscal year of the corporation shall consist of a fifty-two or
fifty-three week period beginning on the first Sunday after the last Saturday
of each calendar year and ending on the last Saturday of each calendar year,
unless otherwise changed by the Board of Directors.
2. The Board of Directors shall have power to fix a sum, which may be
set aside or reserved, over and above the corporation's capital paid-in, as
working capital for the corporation, and from time to time they may increase,
diminish, and vary same in their absolute judgment and discretion.
3. Dividends upon the capital stock of the corporation, subject to the
provisions of the Certificate of Incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting, and may be paid in cash,
in property, or in shares of the capital stock. Before payment of any dividend,
there may be set aside out of any funds of the corporation available for
dividends such sum or sums as the Board of Directors from time to time, in its
absolute discretion, deems proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for any proper purpose, and the Board of
Directors may modify or abolish any such reserve.
ARTICLE VII
CORPORATE SEAL OR STAMP
The corporate seal or stamp shall be in such form as the Board of
Directors may prescribe.
ARTICLE VIII
PRINCIPAL OFFICE-RESIDENT AGENT-RECORDS
The location of the initial principal office of the corporation in the
State of Delaware is set forth in the original Articles of Incorporation of
the corporation; and the name of the initial resident agent of the corporation
in charge of said principal office is The Corporation Trust Company.
The corporation shall maintain at said principal office a copy of its
Articles of Incorporation and all amendments thereto, and a copy of the Bylaws
and all amendments thereto, as certified by the Secretary of the corporation.
The corporation shall also keep at said principal office a stock ledger or a
duplicate stock ledger revised annually, containing the names,
11
<PAGE> 12
alphabetically arranged, of all persons who are stockholders of the corporation,
showing their places of residence, if known, and the number of shares held by
them respectively, or a statement setting out the name of the custodian of the
stock ledger or duplicate stock ledger, and the present and complete post
office address, including street and number, if any, where such stock ledger or
duplicate stock ledger is kept.
ARTICLE IX
CONTROL OVER BYLAWS
The Bylaws may be amended or repealed, and new Bylaws may be adopted,
(1) by vote of the holders of shares representing at least 75% of the votes
entitled to be cast at any annual meeting of stockholders, or at any special
meeting of the stockholders called for that purpose, or (2) by a majority vote
of the Board of Directors. Any Bylaw adopted by the Board may be amended or
repealed by the stockholders entitled to vote thereon as herein provided, but a
Bylaw adopted by the stockholders may provide that such Bylaws shall not be
subject to amendment or repeal by the Board. If any Bylaw regulating an
impending election of directors is adopted, amended, or repealed by the Board,
there shall be set forth in the notice of the next meeting of stockholders for
the election of directors the Bylaw so adopted, amended, or repealed, together
with a concise statement of the changed made.
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE HANOVER
DIRECT, INC AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS AND
STATEMENTS OF INCOME FOR THE SIX MONTHS ENDED JUNE 28, 1997 AND IS QUALIFIED IN
ITS ENTIRETY, EXCEPT FOR GROSS ACCOUNTS RECEIVABLE AND THE ALLOWANCE FOR
DOUBTFUL ACCOUNTS, BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-27-1997
<PERIOD-END> JUN-28-1997
<CASH> 5,874
<SECURITIES> 0
<RECEIVABLES> 44,145
<ALLOWANCES> (5,500)
<INVENTORY> 56,927
<CURRENT-ASSETS> 132,069
<PP&E> 75,455
<DEPRECIATION> (26,118)
<TOTAL-ASSETS> 215,411
<CURRENT-LIABILITIES> 94,748
<BONDS> 51,851
5,843
0
<COMMON> 133,814
<OTHER-SE> (4,218)
<TOTAL-LIABILITY-AND-EQUITY> 215,411
<SALES> 263,475
<TOTAL-REVENUES> 263,475
<CGS> 172,602
<TOTAL-COSTS> 270,956
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,289
<INCOME-PRETAX> (11,770)
<INCOME-TAX> 0
<INCOME-CONTINUING> (12,269)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (12,269)
<EPS-PRIMARY> (0.08)
<EPS-DILUTED> (0.08)
</TABLE>
