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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A1
AMENDMENT TO
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 29, 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: 144,371,983 shares outstanding as of
May 8, 1997.
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Explanatory Note
This Form 10 - Q/A1 is being filed by Hanover Direct, Inc., a Delaware
corporation (the "Company"), as an amendment to its Quarterly Report on Form 10
- - Q for the fiscal quarter ended March 29, 1997, filed May 13, 1997 (the "March
29 10 - Q"), to (1) change from current to noncurrent the classification of
certain liabilities at March 29, 1997 as reclassified in the Company's Condensed
Consolidated Balance Sheets at March 29, 1997 contained in Part I, Item 1 of
such Report and (2) change the amount of working capital and the current ratio
at March 29, 1997 to reflect such reclassification contained in Part I, Item 2
of such Report.
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The following page of the Company's Condensed Consolidated Balance Sheets
is substituted for the identical page in the March 29 10 - Q.
HANOVER DIRECT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
DECEMBER 28, 1996 AND MARCH 29, 1997
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
DECEMBER 28, MARCH 29,
1996 1997
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<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt and capital lease obligations $ 11,452 $ 10,979
Accounts payable 79,587 59,657
Accrued liabilities 37,782 35,379
Customer prepayments and credits 4,717 3,706
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Total Current Liabilities 133,538 109,721
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Noncurrent Liabilities:
Long-term debt 53,255 61,973
Obligations under receivable financing -- 24,723
Capital lease obligations 482 361
Other 1,812 1,543
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Total Noncurrent Liabilities 55,549 88,600
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Total Liabilities 189,087 198,321
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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 5,795
Common Stock, $.66 2/3 par value, authorized 225,000,000 shares;
issued 145,039,915 shares in 1996 and 1997 96,693 96,693
Capital in excess of par value 270,097 270,007
Accumulated deficit (336,586) (343,255)
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35,952 29,240
Less:
Treasury stock, at cost (392,017 shares in 1996 and 1997) (813) (813)
Notes receivable from sale of Common Stock (3,399) (3,414)
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Total Shareholders' Equity 31,740 25,013
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Total Liabilities and Shareholders' Equity $ 220,827 $ 223,334
========= =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
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The following paragraph is substituted for the first paragraph under the
caption "Liquidity and Capital Resources" contained in Item 2, Management's
Discussion and Analysis of Consolidated Financial Condition and Results of
Operations contained in the March 29 10 - Q.
Liquidity and Capital Resources
Working Capital. At March 29, 1997, the Company had $1.5 million in cash
and cash equivalents, compared to $5.2 million at December 28, 1996. Working
capital and the current ratio were $28.4 million and 1.26 to 1 at March 29, 1997
versus ($1.5) million and .99 to 1 at December 28, 1996. The $11.2 million of
cash used in operations in the first thirteen weeks of 1997 was primarily used
to fund operating losses, reduce accounts payable and to fund a seasonal
increase in prepaid catalog costs. The cash used in operations was provided by
reductions in accounts receivable and inventory and through additional
borrowings under the Credit Facility.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HANOVER DIRECT, INC.
Registrant
By: /s/ Larry J. Svoboda
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Larry J. Svoboda
Senior Vice-President and Chief Financial Officer
(on behalf of the Registrant and as principal financial officer)
May 15, 1997
