FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended November 25, 1995
Commission File Number 0-1500
EVANS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-1050870
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification Number)
36 South State Street, Chicago, Illinois 60603
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312-855-2000
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
YES X NO
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: as of
January 5, 1996 4,918,301 shares of common stock, $.20 par value, were
outstanding.
<PAGE>
EVANS, INC. AND SUBSIDIARIES
INDEX
Page No.
Part I. Financial Information
Condensed Consolidated Balance Sheets -
November 25, 1995, November 26, 1994
and February 25, 1995 2
Condensed Consolidated Statements of Operations -
Thirteen and Thirty-nine weeks ended
November 25, 1995 and November 26, 1994 3
Condensed Consolidated Statements of Cash Flows -
Thirty-nine weeks ended November 25, 1995
and November 26, 1994 4
Notes to Condensed Consolidated Financial Statements 5
Management's Discussion and Analysis of Financial
Condition and Results of Operations 6 - 8
Part II. Other Information 9
Signatures 10
Index to Exhibits 11
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
Evans, Inc. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
<CAPTION>
November 25, November 26, February 25,
1995 1994 1995
------------- ------------- -------------
<S> <C> <C> <C>
ASSETS
- ------
Current assets:
Cash and cash equivalents $ 1,600,000 $ 2,376,000 $ 2,790,000
Accounts receivable (net) 18,451,000 17,297,000 17,105,000
Merchandise inventories 27,918,000 26,408,000 16,401,000
Prepaid expenses and
other assets 450,000 777,000 512,000
Deferred income taxes 789,000
------------- ------------- -------------
Total current assets 48,419,000 47,647,000 36,808,000
------------- ------------- -------------
Property and equipment 23,208,000 28,210,000 26,489,000
Accumulated depreciation
and amortization (12,703,000) (16,288,000) (15,885,000)
------------- ------------- -------------
Net property and equipment 10,505,000 11,922,000 10,604,000
------------- ------------- -------------
Other assets 3,539,000 1,741,000 3,060,000
Deferred income taxes 1,300,000
------------- ------------- -------------
$62,463,000 $62,610,000 $50,472,000
============= ============= =============
LIABILITIES AND SHAREHOLDERS'EQUITY
- -----------------------------------
Current liabilities:
Notes payable - bank $7,805,000 $ 1,400,000
Current portion of
revolving debt obligations $ 4,860,000
Current portion of
long-term debt 1,042,000 362,000
Accounts payable 22,409,000 12,234,000 10,567,000
Accrued liabilities 8,211,000 6,340,000 6,930,000
------------- ------------- -------------
Total current liabilities 36,522,000 26,379,000 19,259,000
------------- ------------- -------------
Non-current portion of
revolving debt obligations 7,000,000
Long-term debt 2,180,000 8,565,000 9,653,000
------------- ------------- -------------
Other liabilities 11,000 19,000 16,000
------------- ------------- -------------
Shareholders'equity:
Preferred stock,
3,000,000 shares
authorized, none issued
Common stock, 6,333,433
shares issued 1,267,000 1,267,000 1,267,000
Capital in excess of
par value 15,660,000 15,660,000 15,660,000
Retained earnings 4,421,000 15,318,000 9,215,000
------------- ------------- -------------
21,348,000 32,245,000 26,142,000
Treasury stock (1,415,134
shares at cost) (4,598,000) (4,598,000) (4,598,000)
------------- ------------- -------------
Total shareholders'equity 16,750,000 27,647,000 21,544,000
------------- ------------- -------------
$62,463,000 $62,610,000 $50,472,000
============= ============= =============
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
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</TABLE>
<PAGE>
<TABLE>
Evans, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Thirteen weeks ended Thirty-nine weeks ended
-------------------------- --------------------------
November 26, November 26, November 25, November 26,
1995 1994 1995 1994
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales $23,034,000 $19,699,000 $43,333,000 $39,988,000
Service revenues 1,682,000 1,060,000 10,991,000 9,567,000
------------ ------------ ------------ ------------
24,716,000 20,759,000 54,324,000 49,555,000
------------ ------------ ------------ ------------
Costs and expenses:
Cost of goods and
services sold, buying
and occupancy costs 15,377,000 14,279,000 36,333,000 34,319,000
Selling and
general expenses 9,314,000 8,423,000 21,335,000 20,826,000
Provision for
doubtful accounts 189,000 155,000 439,000 422,000
Interest expense 412,000 344,000 1,016,000 781,000
Other income, net (2,000) (1,000) (5,000) (43,000)
------------ ------------ ------------ ------------
25,290,000 23,200,000 59,118,000 56,305,000
------------ ------------ ------------ ------------
Loss before
(provision) credit
for income taxes (574,000) (2,441,000) (4,794,000) (6,750,000)
(Provision) credit
for income taxes -- (1,021,000) -- 789,000
------------ ------------ ------------ ------------
Net loss $ (574,000) $(3,462,000) $(4,794,000) $(5,961,000)
============ ============ ============ ============
Net loss per
common share $(.12) $(.70) $(.97) $(1.21)
============ ============ ============ ============
Cash dividends
per common share -- -- -- --
Weighted average number
of common shares
outstanding 4,918,301 4,918,301 4,918,301 4,918,301
============ ============ ============ ============
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
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</TABLE>
<PAGE>
<TABLE>
Evans, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Thirty-nine weeks ended
------------------------------
Aug. 26, 1995 Aug. 27, 1994
-------------- --------------
<S> <C> <C>
Cash Flows from Operating Activities:
- ------------------------------------------------
Net loss $(4,794,000) $(5,961,000)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 1,043,000 1,095,000
Provision for doubtful accounts 439,000 421,000
Change in assets and liabilities:
Accounts receivable (1,785,000) 580,000
Merchandise inventories (11,517,000) (12,246,000)
Prepaid expenses and other current assets 62,000 207,000
Deferred income taxes (789,000)
Other assets (661,000) (30,000)
Accounts payable 11,842,000 4,794,000
Accrued liabilities 1,281,000 1,201,000
Other liabilities (5,000) (50,000)
-------------- --------------
Net cash used in operating activities (4,095,000) (10,778,000)
Cash Flows from Investing Activities:
- ------------------------------------------------
Proceeds from the sale of property and equipment 10,000
Additions to property and equipment (772,000) (1,459,000)
-------------- --------------
Net cash used in investing activities (762,000) (1,459,000)
Cash Flows from Financing Activities:
- ------------------------------------------------
Proceeds from short-term borrowing 4,140,000 7,805,000
Principal payments on long-term debt (473,000)
-------------- --------------
Net cash used in financing activities 3,667,000 7,805,000
-------------- --------------
Net decrease in cash and cash equivalents (1,190,000) (4,432,000)
Cash and cash equivalents at beginning of period 2,790,000 6,808,000
-------------- --------------
Cash and cash equivalents at end of period $ 1,600,000 $ 2,376,000
============== ==============
Supplemental Disclosures of Cash Flow Information:
- --------------------------------------------------
Cash paid during the period for:
Interest $916,000 $737,000
Income taxes 32,000 143,000
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
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</TABLE>
<PAGE>
EVANS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. The financial information included herein was prepared in conformity
with generally accepted accounting principles and such principles were
applied on a basis consistent with those reflected in the 1995 Form 10-K
Annual Report filed with the Securities and Exchange Commission. The
accompanying financial data should be read in conjunction with the notes
to consolidated financial statements contained in the 1995 Form 10-K
Annual Report.
The information furnished herein, other than the Condensed Consolidated
Balance Sheet as of February 25, 1995, is unaudited and includes all
adjustments and accruals consisting only of normal recurring adjustments
which are, in the opinion of management, necessary for a fair statement
of results for the interim periods. The Condensed Consolidated Balance
Sheet as of February 25, 1995 has been derived from, and does not
include all the disclosures contained in the audited financial
statements as of and for the year ended February 25, 1995.
Certain reclassifications have been made to the Condensed Consolidated
Balance Sheets for fiscal 1995 to conform to the presentation for fiscal
1996. Such reclassifications did not effect the previously reported
results.
2. Because of the seasonal nature of the Company's business, operating
results for the first thirty-nine weeks are not considered to be
indicative of the results that may be expected for the full year.
Historically, the Company realizes a major portion of its annual
revenues and most of its earnings in the fourth quarter of its fiscal
year.
3. Common share equivalents were not included in the computation of
earnings per share for the thirteen and thirty-nine weeks ended November
25, 1995 and November 26, 1994 because these periods resulted in net
losses and the effect would be antidilutive.
4. Approximately $241,000 of employee termination benefits were charged
against the restructuring liability during the first thirty-nine weeks
of fiscal 1996. As of November 25, 1995, eighty-one employees had been
terminated as part of the restructuring. In addition, approximately
$501,000 of costs associated with store closings were charged against
the restructuring liability during the first thirty-nine weeks of fiscal
1996.
5. The income tax credits for the third quarter and first nine months of
$241,000 and $2,013,000, respectively, were offset by increases in the
Company's valuation allowance with respect to the future tax benefits of
the net operating losses as a result of theuncertainty of their ultimate
realization.
- 5 -
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
Cash and cash equivalents at November 25, 1995 were $1,600,000 as compared to
$2,790,000 at February 25, 1995. The decrease was due to cash used in
operating activities of $4,095,000 and cash used in investing activities of
$762,000, partially offset by cash provided by financing activities of
$3,667,000.
The cash used in operating activities was due primarily to the net loss of
$4,794,000 and an increase in merchandise inventories of $11,517,000 due to
the seasonal nature of the Company's business, partially offset by an increase
in accounts payable of $11,842,000 due primarily to the increase in
merchandise inventories.
The cash used in investing activities was due primarily to additions to
property and equipment of $772,000, partially offset by proceeds from the sale
of property and equipment of $10,000.
The cash provided by financing activities was largely the result of a net
increase in short-term debt of $4,140,000, partially offset by a net decrease
in long-term debt of $473,000. The classification of the non-current portion
of the revolving debt obligation was based on estimates of availability and
projected cash flow for the prospective twelve month period.
Working capital at November 25, 1995 was $11,897,000 as compared to
$17,549,000 at February 25, 1995.
The revolving line of credit which expires May 31, 1998 is considered adequate
to finance seasonal inventory requirements as well as commitments for capital
expenditures during fiscal 1996.
Results of Operations
Total revenues for the third quarter ended November 25, 1995 increased
$3,957,000 (19.1%) as compared to the same period last year. Fur merchandise
sales increased $4,601,000 (39.7%) due primarily to $5,081,000 in sales
associated with leased locations acquired during the fourth quarter of the
prior fiscal year, and an increase of $161,000 (1.5%) in sales at comparable
locations, partially offset by a decrease of $641,000 in sales associated with
three Company-owned locations closed during the first quarter of the current
fiscal year. The Company believes that the onset of cold weather experienced
in virtually all of its markets during the month of November favorably
impacted the sales of fur merchandise. As a result, November fur merchandise
sales at comparable locations increased $1,454,000 (30.1%) as compared to the
same period last year. Women's ready-to-wear sales decreased $1,266,000
(15.6%) due primarily to a decrease of $822,000 (10.7%) in sales at comparable
locations and $444,000 in sales associated with the closing of the Company's
Southlake location in Merrilville, Indiana, during the first quarter. Service
revenues increased $622,000 (58.7%) due primarily to $747,000 in sales
associated with leased locations acquired during the fourth quarter of fiscal
1995 and an increase
- 6 -
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations, continued
of $12,000 (1.3%) in sales at comparable locations, partially offset by a
decrease of $137,000 in sales associated with three Company-owned locations
closed during the first quarter of the current fiscal year.
Total revenues for the first nine months increased $4,769,000 (9.6%) as
compared to the same period last year. Fur merchandise sales increased
$5,065,000 (26.1%) due primarily to $7,319,000 in sales associated with leased
locations acquired during the fourth quarter of the prior fiscal year,
partially offset by a decrease of $1,686,000 (9.2%) in sales at comparable
locations and a decrease of $568,000 in sales associated with three
Company-owned locations closed during the first quarter of the current fiscal
year. Women's ready-to-wear sales decreased $1,720,000 (8.3%) due primarily
to a decrease of $866,000 (4.5%) in sales at comparable locations and a
decrease of $854,000 in sales associated with the closing of the Company's
Southlake location in Merrilville, Indiana, during the first quarter. Service
revenues increased $1,424,000 (14.9%) due primarily to $2,898,000 in sales
associated with leased locations acquired during the fourth quarter of fiscal
1995, partially offset by a decrease of $981,000 in sales associated with
three Company-owned locations closed during the first quarter of the current
fiscal year and a decrease of $493,000 (5.8%) in sales at comparable
locations.
Costs of goods and services sold, buying and occupancy costs as a percentage
of total revenues for the third quarter and first nine months decreased (62.2%
versus 68.8% and 66.9% versus 69.3%, respectively) as compared to the prior
year periods. Costs of goods and services sold as a percentage of total
revenues for the third quarter decreased (49.0% versus 55.2%) due primarily to
improved margins on sales of fur merchandise. Costs of goods and services
sold as a percentage of total revenues for the first nine months decreased
(51.4% versus 53.7%) primarily due to improved margins on fur merchandise
sales and service revenues. Buying costs as a percentage of total revenues
for the third quarter and first nine months decreased (2.0% versus 2.8% and
2.5% versus 3.4%, respectively) due primarily to the closing of the Company's
fur inspection office in New York during the first quarter. Occupancy costs
as a percentage of total revenues for the third quarter and first nine months
increased (11.3% versus 10.9% and 12.9% versus 12.2%, respectively) largely
due to higher average rental percentages as compared to the same periods last
year.
Selling and general expenses as a percentage of total revenues for the third
quarter and first nine months decreased (37.7% versus 40.6% and 39.3% versus
42.0%, respectively) as compared to the same periods last year due primarily
to cost reductions initiated at the end of the prior fiscal year as part of
the Company's planned restructuring. Payroll and related fringe benefits as a
percentage of total revenues for the third quarter and first nine months
decreased (18.6% versus 22.5% and 23.8% versus 26.2%, respectively) due
primarily to the reduction of staff in various corporate departments as well
as management wage reductions which were part of the Company's restructuring.
- 7 -
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations, continued
Interest expense for the third quarter and first nine months increased $68,000
(19.8%) and $235,000 (30.1%) respectively, due primarily to higher average
short-term borrowings and higher average interest rates as compared with prior
year levels.
Other income for the third quarter was comparable with the prior year. Other
income for the first nine months decreased $38,000 due primarily to a decline
in interest income associated with temporary cash investments.
The lower pre-tax loss for the third quarter of $574,000 as compared to
$2,441,000 for the same period last year was due largely to the increase in
total revenues and related gross margins as well as the cost reductions
achieved as part of the Company's restructuring initiated at the end of fiscal
1995, partially offset by the increase in interest expense. The lower pre-tax
loss for the first nine months of $4,794,000 as compared to $6,750,000 for the
prior year period was due primarily to the increase in total revenues and
related gross margins and the cost reductions achieved through the Company's
restructuring, partially offset by the increase in occupancy costs and
interest expense.
The income tax credits for the third quarter and first nine months of $241,000
and $2,013,000, respectively, were offset by increases in the Company's
valuation allowance with respect to the future tax benefits of the net
operating loss as a result of the uncertainty of their ultimate realization.
The net loss of $3,462,000 for the third quarter of the prior fiscal year
included a reversal of tax benefits which were recorded in the two previous
quarters of $1,021,000. The net loss of $5,961,000 for the first nine months
of the prior fiscal year included an income tax credit of $789,000.
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<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Part I. Exhibit 4.4
Amendment No. 2 to Loan and Security Agreement between
Registrant and Transamerica Business Credit Corporation.
Exhibit 4.5
Amendment No. 3 to Loan and Security Agreement between
Registrant and Transamerica Business Credit Corporation.
Exhibit 11.0
Computation of earnings per share.
(b) Reports on Form 8-K -- There were no reports on Form 8-K
filed during the thirteen weeks ended November 25, 1995.
Items other than those listed are omitted because they are not
required.
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<PAGE>
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 of the
undersigned thereunto duly authorized.
EVANS, INC.
DATE: January 5, 1996 PATRICK J. REGAN
PATRICK J. REGAN
President and
Chief Executive Officer
DATE: January 5, 1996 WILLIAM E. KOZIEL
WILLIAM E. KOZIEL
Chief Financial Officer
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<PAGE>
EVANS, INC. AND SUBSIDIARIES
Exhibit Page No.
4.4 12 - 14
4.5 15 - 17
11.0 18
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<PAGE>
AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT
AMENDMENT NO. 2, dated as of November 20, 1995, between TRANSAMERICA
BUSINESS CREDIT CORPORATION ("Lender"), and EVANS, INC. ("Borrower"), and
Borrower's wholly-owned Subsidiaries, KOSLOW'S, INC. ("Koslow") and EVANS -
ROSENDORF OF MARYLAND, INC. ("Rosendorf") (Koslow and Rosendorf individually,
a "Borrowing Subsidiary", and collectively, "Borrowing Subsidiaries").
Lender and Borrower and Borrowing Subsidiaries are parties to a Loan and
Security Agreement, dated as of May 31, 1995, as amended by Amendment No. 1 to
Loan and Security Agreement, dated as of October 3, 1995 (the "Loan and
Security Agreement"). Lender, Borrower and Borrowing Subsidiaries desire to
amend the Loan and Security Agreement in certain respects and, accordingly,
the parties hereto agree as follows:
1. Definitions. Except as otherwise provided herein, the terms
defined in the Loan and Security Agreement are used herein as defined therein.
2. Amendments. Subject to the satisfaction of the conditions
precedent set forth in Section 3 hereof, the Loan and Security Agreement is
amended as follows:
A. Effective as of November 20, 1995, the definitions of
"Maximum Facility Amount" and "Maximum Revolving Loan" in Section 1.1 are
amended and restated as follows:
Maximum Facility Amount: Twenty-Four Million, Five Hundred
Thousand Dollars ($24,500,000) during the period beginning on November 20,
1995, and ending on the earlier of December 31, 1995, or the date on which
Borrower sells its leasehold estate in the Real Property commonly described as
36 South State Street, Chicago, Illinois, and Twenty-Three Million, Five
Hundred Thousand Dollars ($23,500,000) at all times thereafter.
Maximum Revolving Loan: Twenty-Two Million, Five Hundred
Thousand Dollars ($22,500,000) during the period beginning on November 20,
1995, and ending on the earlier of December 31, 1995, or the date on which
Borrower sells its leasehold estate in the Real Property commonly described as
36 South State Street, Chicago, Illinois, and Twenty-One Million, Five Hundred
Thousand Dollars ($21,500,000) at all times thereafter.
B. Effective as of November 20, 1995, the definition of
"Borrowing Base" in section 3.1 is amended and restated as follows:
The "Borrowing Base" shall mean, at any particular time, an
amount equal to the lesser of the Maximum Revolving Loan, or the sum of the
following:
(i) Seventy-five percent (75%) (an "Advance Rate")
of Eligible Owned Store Sales Accounts; plus
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<PAGE>
(ii) Eighty percent (80%) (an "Advance Rate") of
Eligible Licensed Department Sales Accounts, plus
(iii) Fifty percent (50%) (an "Advance Rate") of
Eligible Owned Store Service Accounts and Eligible Licensed Department Service
Accounts, plus
(iv) The lesser of (x) Twelve Million Dollars
($12,000,000) during the months of January, February, March and April, and
Thirteen Million Dollars ($13,000,000) during the months of May, June, July,
August, September, October, November and December, except Fourteen Million
Dollars ($14,000,000) during the period beginning on November 20, 1995, or the
date on which Borrower sells its leasehold estate in the Real Property
commonly described as 36 South State Street, Chicago, Illinois, or (y) the sum
of the following:
(A) Thirty-five percent (35%) (an
"Advance Rate") of Eligible Apparel Inventory during the months of January,
February, March and April, and forty percent (40%) (an "Advance Rate") of
Eligible Apparel Inventory during the months of May, June, July, August,
September, October, November and December; plus
(B) Fifty-five percent (55%) (an
"Advance Rate") of Eligible Fur Inventory during the months of January,
February, March and April, and sixty percent (60%) (an "Advance Rate") of
Eligible Fur Inventory during the months of May, June, July, August,
September, October, November and December.
3. Conditions Precedent. This Amendment No. 2 shall become effective
upon the satisfaction of the following conditions precedent:
3.1 Execution and Delivery of Amendment No. 2. This Amendment
No. 2 or counterparts thereof shall have been duly executed and delivered to
Lender, Borrower and Borrowing Subsidiaries.
3.2 Replacement Revolving Credit Note. Borrower and Borrowing
Subsidiaries shall have executed and delivered to Lender a replacement
Revolving Credit Note in the form attached hereto as Exhibit A.
Upon the satisfaction of the foregoing conditions precedent, Lender
shall mark the original Revolving Credit Note dated May 31, 1995, in the
principal amount of $21,500,000, "replaced by Revolving Credit Note dated
November 20, 1995", and shall deliver same to Borrower and Borrowing
Subsidiaries.
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<PAGE>
4. Representation and Warranty. Borrower and each Borrowing
Subsidiary represents and warrants to Lender that the execution and delivery
by Borrower and each Borrowing Subsidiary of this Amendment No. 2 are within
Borrower's and each Borrowing Subsidiary's corporate power, have been duly
authorized by all necessary or proper corporate action, are not in
contravention of any provision of Borrower's or either Borrowing Subsidiary's
Articles or Certificate of Incorporation or By-Laws, will not violate any law
or regulation, or any order or decree of any court or governmental
instrumentality, will not conflict with or result in the breach or termination
of, constitute a default under, or accelerate any performance required by, any
indenture, mortgage, deed of trust, lease, agreement or other instrument to
which Borrower or either Borrowing Subsidiary is a party or by which Borrower
or either Borrowing Subsidiary or any of its property is bound and do not
require the consent or approval of any governmental body, agency, authority or
any other person.
5. Miscellaneous. Except as herein provided, the Loan and Security
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 2 may be executed in any number of separate counterparts, each of which
shall, collectively and separately, constitute one agreement. This Amendment
No. 2 and the obligations arising hereunder shall be governed by, and
construed and enforced in accordance with, the laws of the State of Illinois
applicable to contracts made and performed in such state, without regard to
the principles thereof regarding conflict of laws, and any applicable laws of
the United States of America.
IN WITNESS WHEREOF, this Amendment No. 2 has been duly executed as of
the day and year specified at the beginning hereof.
TRANSAMERICA BUSINESS CREDIT EVANS, INC.
CORPORATION
By: Matthew N. McAlpine By: Patrick J. Regan
Name: Matthew N. McAlpine Name: Patrick J. Regan
Title: Senior Account Executive Title: Chief Executive
Officer
KOSLOW'S, INC.
By: Patrick J. Regan
Name: Patrick J. Regan
Title: Chief Executive
Officer
EVANS-ROSENDORF OF
MARYLAND, INC.
By: Patrick J. Regan
Name: Patrick J. Regan
Title: Chief Executive
Officer
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<PAGE>
AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT
AMENDMENT NO. 3, dated as of January 5, 1996, between TRANSAMERICA
BUSINESS CREDIT CORPORATION ("Lender"), and EVANS, INC. ("Borrower"), and
Borrower's wholly-owned Subsidiaries, KOSLOW'S, INC. ("Koslow") and EVANS -
ROSENDORF OF MARYLAND, INC. ("Rosendorf") (Koslow and Rosendorf individually,
a "Borrowing Subsidiary", and collectively, "Borrowing Subsidiaries").
Lender and Borrower and Borrowing Subsidiaries are parties to a Loan and
Security Agreement, dated as of May 31, 1995, as amended by Amendment No. 1 to
Loan and Security Agreement, dated as of October 3, 1995, and by Amendment No.
2 to Loan and Security Agreement, dated as of November 20, 1995 (the "Loan and
Security Agreement"). Lender, Borrower and Borrowing Subsidiaries desire to
amend the Loan and Security Agreement in certain respects and, accordingly,
the parties hereto agree as follows:
1. Definitions. Except as otherwise provided herein, the terms
defined in the Loan and Security Agreement are used herein as defined therein.
2. Amendments. Effective as of November 22, 1995, The Loan and
Security Agreement is amended as follows:
A. Section 7.3(B) is amended and restated as follows:
"(B) A Fixed Charge Coverage Ratio equal to or greater than
(i) 0.38 to 1.0 for the third Fiscal Quarter of the 1996 Fiscal Year, (ii) 0.8
to 1.0 for the third Fiscal Quarter of the 1997 Fiscal Year, and (iii) 1.6 to
1.0 for the third Fiscal Quarter of the 1998 Fiscal Year."
B. Section 7.3(E) is amended and restated as follows:
"(E) At the end of the second Fiscal Quarter of the 1996
Fiscal Year, Average Inventory Days of not more than 300, at the end of the
third Fiscal Quarter of the 1996 Fiscal Year, Average Inventory Days of not
more than 166, and at the end of each subsequent Fiscal Quarter, Average
Inventory Days of not more than the number set opposite such Fiscal Quarter in
the following schedule:
Fiscal Quarter Average Inventory Days
First 240
Second 280
Third 160
Fourth 105"
- 15 -
<PAGE>
C. Section 7.3(H) is amended and restated as follows:
"(H) At the end of the second Fiscal Quarter of the 1996
Fiscal Year, Average Accounts Payable Days of not more than 100, at the end of
the third Fiscal Quarter of the 1996 Fiscal Year, Average Accounts Payable
Days of not more than 110, and at the end of each Fiscal Quarter thereafter,
Average Accounts Payable Days of not more than the number set opposite such
Fiscal Quarter in the following schedule:
Fiscal Quarter Average Accounts Payable Days
First 88
Second 100
Third 88
Fourth 83"
3. Marketing Consultant. Borrower has informed Lender that it
intends to retain BGA Consultants, or other nationally recognized retail
industry consultant reasonably acceptable to Borrower and Lender, to advise
and consult with Borrower with respect to the development and implementation
of marketing strategies to reduce the inventory levels of Borrower and
Borrowing Subsidiaries. Borrower shall promptly retain such consultant.
4. Sale of Real Property. Borrower shall exercise its best efforts
to sell the State Street Property and the Texas Property.
5. Representation and Warranty. Borrower and each Borrowing
Subsidiary represents and warrants to Lender that the execution and delivery
by Borrower and each Borrowing Subsidiary of this Amendment No. 3 are within
Borrower's and each Borrowing Subsidiary's corporate power, have been duly
authorized by all necessary or proper corporate action, are not in
contravention of any provision of Borrower's or either Borrowing Subsidiary's
Articles or Certificate of Incorporation or By-Laws, will not violate any law
or regulation, or any order or decree of any court or governmental
instrumentality, will not conflict with or result in the breach or termination
of, constitute a default under, or accelerate any performance required by, any
indenture, mortgage, deed of trust, lease, agreement or other instrument to
which Borrower or either Borrowing Subsidiary is a party or by which Borrower
or either Borrowing Subsidiary or any of its property is bound and do not
require the consent or approval of any governmental body, agency, authority or
any other person.
6. Miscellaneous. Except as herein provided, the Loan and Security
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 3 may be executed in any number of separate counterparts, each of which
shall, collectively and separately, constitute one agreement. This Amendment
No. 3 and the obligations arising hereunder shall be governed by, and
construed and enforced in accordance with, the laws of the State of Illinois
applicable to contracts made and performed in such state, without regard to
- 16 -
<PAGE>
the principles thereof regarding conflict of laws, and any applicable laws of
the United States of America.
IN WITNESS WHEREOF, this Amendment No. 3 has been duly executed as of
the day and year specified at the beginning hereof.
TRANSAMERICA BUSINESS CREDIT EVANS, INC.
CORPORATION
By: Matthew N. McAlpine By: Patrick J. Regan
Name: Matthew N. McAlpine Name: Patrick J. Regan
Title: Senior Account Executive Title: Chief Executive
Officer
KOSLOW'S, INC.
By: Patrick J. Regan
Name: Patrick J. Regan
Title: Chief Executive
Officer
EVANS-ROSENDORF OF
MARYLAND, INC.
By: Patrick J. Regan
Name: Patrick J. Regan
Title: Chief Executive
Officer
- 17 -
<PAGE>
<TABLE>
EXHIBIT 11
EVANS, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
<CAPTION>
Thirteen weeks ended Thirty-nine weeks ended
-------------------------- --------------------------
November 25, November 26, November 25, November 26,
1995 1994 1995 1994
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Primary:
- ------------------------
Weighted average
shares outstanding 4,918,301 4,918,301 4,918,301 4,918,301
Incremental shares
for exercise of
stock options -- 95,757 -- 113,152
------------ ------------ ------------ ------------
Adjusted number
of common shares
outstanding 4,918,301 5,014,058 4,918,301 5,031,453
============ ============ ============ ============
Net loss $(574,000) $(3,462,000) $(4,794,000) $(5,961,000)
============ ============ ============ ============
Net loss per share $(.12) $(.69) $(.97) $(1.18)
============ ============ ============ ============
Fully diluted:
- ------------------------
Weighted average
shares outstanding 4,918,301 4,918,301 4,918,301 4,918,301
Incremental shares
for exercise of
stock options -- 106,998 -- 121,412
------------ ------------ ------------ ------------
Adjusted number
of common shares
outstanding 4,918,301 5,025,299 4,918,301 5,039,713
============ ============ ============ ============
Net loss $(574,000) $(3,462,000) $(4,794,000) $(5,961,000)
============ ============ ============ ============
Net loss per share $(.12) $(.69) $(.97) $(1.18)
============ ============ ============ ============
- 18 -
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> Mar-02-1996
<PERIOD-START> Feb-26-1995
<PERIOD-END> Nov-25-1995
<CASH> 1,600,000
<SECURITIES> 0
<RECEIVABLES> 18,451,000
<ALLOWANCES> 0
<INVENTORY> 27,918,000
<CURRENT-ASSETS> 48,419,000
<PP&E> 23,208,000
<DEPRECIATION> 12,703,000
<TOTAL-ASSETS> 62,463,000
<CURRENT-LIABILITIES> 36,522,000
<BONDS> 0
<COMMON> 1,267,000
0
0
<OTHER-SE> 15,483,000
<TOTAL-LIABILITY-AND-EQUITY> 62,463,000
<SALES> 43,333,000
<TOTAL-REVENUES> 54,324,000
<CGS> 27,947,000
<TOTAL-COSTS> 36,333,000
<OTHER-EXPENSES> (5,000)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,016,000
<INCOME-PRETAX> (4,794,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,794,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,794,000)
<EPS-PRIMARY> .97
<EPS-DILUTED> .97
</TABLE>
