FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended August 30, 1997
Commission File Number 0-1500
EVANS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-1050870
(State or other jurisdiction of (IRS 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 October 13, 1997,
4,985,771 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 -
August 30, 1997, August 31, 1996
and March 1, 1997 2
Condensed Consolidated Statements of Operations -
Thirteen and Twenty-six weeks ended August 30, 1997
and August 31, 1996 3
Condensed Consolidated Statements of Cash Flows -
Twenty-six weeks ended August 30, 1997
and August 31, 1996 4
Notes to Condensed Consolidated Financial Statements 5 - 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations 7 - 9
Part II. Other Information 10
Signatures 11
Index to Exhibits 12
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
Evans, Inc. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
<CAPTION>
August 30, August 31, March 1,
1997 1996 1997
------------ ------------ ------------
<S> <C> <C> <C>
ASSETS
- ------
Current assets:
Cash and cash equivalents $ 194,000 $ 764,000 $ 153,000
Accounts receivable (net) 12,019,000 12,577,000 12,665,000
Merchandise inventories 22,048,000 17,445,000 17,130,000
Prepaid expenses and other assets 1,399,000 1,244,000 899,000
Assets held for sale 4,750,000 -- 4,750,000
Deferred income taxes -- 1,583,000 --
------------ ------------ ------------
Total current assets 40,410,000 33,613,000 35,597,000
------------ ------------ ------------
Property and equipment 11,505,000 20,931,000 11,316,000
Accumulated depreciation and
amortization (7,752,000) (10,831,000) (7,398,000)
------------ ------------ ------------
Net property and equipment 3,753,000 10,100,000 3,918,000
------------ ------------ ------------
Other assets 5,411,000 3,353,000 3,107,000
------------ ------------ ------------
$49,574,000 $47,066,000 $42,622,000
============ ============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Notes payable $15,441,000 $11,707,000 $ 9,308,000
Current portion of long-term debt 2,197,000 1,043,000 692,000
Accounts payable 7,772,000 7,361,000 9,318,000
Accrued liabilities 6,073,000 5,784,000 4,983,000
------------ ------------ ------------
Total current liabilities 31,483,000 25,895,000 24,301,000
------------ ------------ ------------
Long-term debt 4,252,000 1,569,000 1,224,000
------------ ------------ ------------
Other liabilities 17,000 11,000 43,000
------------ ------------ ------------
Shareholders' equity:
Preferred stock, 3,000,000 shares
authorized, none issued
Common stock, 6,333,435 shares
issued 1,267,000 1,267,000 1,267,000
Capital in excess of par value 15,510,000 15,660,000 15,660,000
Retained earnings 1,424,000 7,262,000 4,725,000
------------ ------------ ------------
18,201,000 24,189,000 21,652,000
------------ ------------ ------------
Treasury stock (1,347,664 shares
at cost) (4,379,000) (4,598,000) (4,598,000)
------------ ------------ ------------
Total shareholders' equity 13,822,000 19,591,000 17,054,000
------------ ------------ ------------
$49,574,000 $47,066,000 $42,622,000
============ ============ ============
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>
- 2 -
<PAGE>
<TABLE>
Evans, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Thirteen weeks ended Twenty-six weeks ended
-------------------------- --------------------------
Aug. 30, Aug. 31, Aug. 30, Aug. 31,
1997 1996 1997 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales $ 7,266,000 $ 6,754,000 $16,316,000 $15,593,000
Service revenues 4,006,000 4,220,000 8,773,000 8,884,000
------------ ------------ ------------ ------------
11,272,000 10,974,000 25,089,000 24,477,000
------------ ------------ ------------ ------------
Costs and expenses:
Cost of goods and
services sold, buying
and occupancy costs 7,593,000 7,706,000 16,559,000 16,197,000
Selling and general
expenses 5,221,000 5,239,000 10,776,000 11,169,000
Provision for doubtful
accounts 134,000 86,000 257,000 199,000
Interest expense 401,000 354,000 800,000 687,000
Other income, net -- (5,000) (2,000) (5,000)
------------ ------------ ------------ ------------
13,349,000 13,380,000 28,390,000 28,247,000
------------ ------------ ------------ ------------
Loss before credit
for income taxes (2,077,000) (2,406,000) (3,301,000) (3,770,000)
Credit for income taxes -- 1,010,000 -- 1,583,000
------------ ------------ ------------ ------------
Net loss $(2,077,000) $(1,396,000) $(3,301,000) $(2,187,000)
============ ============ ============ ============
Net loss per common
share $(0.42) $(0.28) $(0.67) $(0.44)
------------ ------------ ------------ ------------
Cash dividends per
common share -- -- -- --
Weighted average number
of common shares
outstanding 4,985,771 4,918,301 4,956,485 4,918,301
============ ============ ============ ============
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>
- 3 -
<PAGE>
<TABLE>
Evans, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Twenty-six weeks ended
-------------------------------
Aug. 30, 1997 Aug. 31, 1996
------------- -------------
<S> <C> <C>
Cash Flows from Operating Activities:
- -------------------------------------
Net loss $(3,301,000) $(2,187,000)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 513,000 681,000
Provision for doubtful accounts 257,000 199,000
Non-cash compensation expense 16,000
Change in assets and liabilities:
Accounts receivable 389,000 3,208,000
Merchandise inventories (4,918,000) (2,684,000)
Prepaid expenses and other current assets (447,000) (90,000)
Deferred income taxes - (1,583,000)
Other assets (2,415,000) 13,000
Accounts payable (1,546,000) (408,000)
Accrued liabilities 1,090,000 323,000
Other liabilities (26,000) -
------------ ------------
Net cash used in operating activities (10,388,000) (2,528,000)
Cash Flows from Investing Activities:
- -------------------------------------
Additions to property and equipment (237,000) (255,000)
------------ ------------
Net cash used in investing activities (237,000) (255,000)
Cash Flows from Financing Activities:
- -------------------------------------
Proceeds from short-term borrowing 6,133,000 2,488,000
Proceeds from long-term debt 4,533,000 (319,000)
------------ ------------
Net cash provided by financing activities 10,666,000 2,169,000
------------ ------------
Net increase (decrease) in cash and
cash equivalents 41,000 (614,000)
Cash and cash equivalents at beginning
of period 153,000 1,378,000
------------ ------------
Cash and cash equivalents at end of period $ 194,000 $ 764,000
============ ============
Supplemental Disclosures of Cash Flow Information:
- --------------------------------------------------
Cash paid during the period for:
Interest $ 673,000 $ 583,000
Income taxes 4,000 75,000
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>
- 4 -
<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 1997 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 1997 Form 10-K Annual Report.
The information furnished herein, other than the
Condensed Consolidated Balance Sheet as of March 1,
1997, 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 March 1, 1997 has been derived from, and
does not include all the disclosures contained in the
audited financial statements as of and for the year
ended March 1, 1997.
2. Because of the seasonal nature of the Company's
business, operating results for the first twenty-six 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. Certain reclassifications have been made to the
consolidated financial statements. The reclassifications
did not effect operating results.
4. Common share equivalents were not included in the
computation of earnings per share for the twenty-six weeks
ended August 30, 1997 and August 31, 1996, because the
periods resulted in net losses and the effect would be
antidilutive.
5. On August 4, 1997, the Company entered into a purchase
agreement with Triomphe Fourrures Incorporated which was
used in connection with the operation of the Maximilian Fur
Salons at Bloomingdale's Stores, a division of Federated
Department Stores, Inc.
The total purchase price was $5,387,000, which included
inventory and operating assets as well as the world-
wide fur trademark of Maximilian. A down payment of
$1,573,000 was made on August 7, 1997 with installments
of $524,000 due on November 4, 1997 and February 4,
1998, and quarterly installments of $262,000 due from
May 4, 1998 through November 4, 1999, with a final
installment of $932,000 due on December 30, 1999.
- 5 -
<PAGE>
EVANS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS,
Continued
(Unaudited)
The acquisition, which was effective August 2, 1997,
was accounted for by the purchase method of accounting
and, accordingly, the net assets and results of
operations were included in the Company's condensed
consolidated financial statements commencing on August
3, 1997. The Maximillian trademark was allocated
$1,738,000 of the purchase price with the remaining
price exceeding the fair market value of the net assets
acquired by $500,000 which was recorded as goodwill.
The trademark and the goodwill will be amortized over a
forty and twenty year period, respectively, on a
straight line basis.
On August 7, 1997, the Company entered into an
agreement with its lender for an amendment to its loan
and security agreement. The amendment, among other
things, increased the credit facility to $35,000,000
from $27,000,000. Additionally, the revolving loan
commitment which provides for direct borrowing was
increased to $33,000,000 from $25,000,000. The
financial covenants were adjusted to reflect the
acquisition of the assets of Triomphe Fourrures
Incorporated, as well as the Company's current
financial operating condition.
6. On June 19, 1997, the Company entered into a contract for
the sale and leaseback of its flagship store and corporate
office headquarters building located at 36 S. State Street
in Chicago, Illinois with a purchase price of $5,000,000.
The transaction is expected to close on or before October 15,
1997. The Company holds $200,000 in escrow pending
performance of the contract. As part of the agreement
the Company will execute 15-year and 10-year lease agreements
covering 61,775 square feet for the existing retail premises
and 36,020 square feet for the corporate operation space,
respectively. The leases provide for a rental rate of $12.50
per square foot gross with an escalation of 2.5% per annum.
The agreement also requires a $500,000 deposit to secure
the lease obligations. The net proceeds from the transaction
will be used first to retire the senior secured long-term
payable obligation and then to pay down the secured
revolving credit facility obligation.
- 6 -
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources
Cash and cash equivalents at August 30, 1997 were $194,000
as compared to $153,000 at March 1, 1997. The increase was
due to cash used in operating activities of $10,388,000 and
cash used in investing activities of $237,000, partially
offset by cash provided by financing activities of
$10,666,000.
The cash used in operating activities was due primarily to
the increase in inventories of $4,918,000 and other assets
of $2,415,000 due to the acquisition of the Maximilian
inventory and trademark. The remaining inventory increase
and the accounts payable increase of $1,546,000 is due to
the seasonal increase of inventory for the fall season.
The cash used in investing activities was due to additions
to property and equipment of $237,000, a majority of which
related to the Maximilian acquisition.
The cash provided by financing activities was due to
proceeds from short-term borrowings of $6,133,000 and long-
term debt increases. The financing arrangement entered into
on June 16, 1997 provided for additional long-term
borrowings and the acquisition involved future long-term
debt obligations. The $4,824,000 of additional debt was
offset by principal payments on long-term debt obligations
of $291,000.
Working capital at August 30, 1997 was $8,927,000 as
compared to $11,296,000 at March 1, 1997.
On August 7, 1997, the Company entered into an agreement
with its lender for an amendment to its loan and security
agreement. The amendment, among other things, increased the
credit facility to $35,000,000 from $27,000,000.
Additionally, the revolving loan commitment which provides
for direct borrowing was increased to $33,000,000 from
$25,000,000. The financial covenants were adjusted to
reflect the acquisition of the assets of Triomphe Fourrures
Incorporated, as well as the Company's current financial
operating condition.
The credit facility which expires June 15, 2000 is
considered adequate to finance seasonal inventory
requirements as well as commitments for capital expenditures
during fiscal 1998.
On June 19, 1997, the Company entered into a contract for
the sale of its 36 S. State building in Chicago, Illinois.
The proceeds generated from the sale will be used first to
pay down the unamortized senior secured long-term payable
obligation and then the secured revolving loan obligation.
The building, as such, has been classified as an asset held
for sale within the current asset section of the balance
sheet as of August 30, 1997.
- 7 -
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
Total revenues for the second quarter ended August 30, 1997
increased $298,000 (2.7%) as compared to the same period
last year. Fur merchandise sales increased $184,000 (6.1%)
due primarily from locations acquired during the second
quarter of fiscal 1998 offset by a decrease in sales
associated with a leased location closed subsequent to the
second quarter of 1997. Sales at comparable locations were
flat for the quarter. Women's ready-to-wear sales increased
$328,000 (8.8%) due to an increase in sales at comparable
locations. The Company believes that women's ready-to-wear
sales at comparable locations were favorably impacted by the
refocusing of its efforts on providing product in line with
the tastes of its target consumers. Service revenues
decreased $214,000 (5.1%) due primarily to a decrease of
$122,000 in sales at comparable locations and the loss of
$155,000 in sales associated with a leased location closed
subsequent to the second quarter of fiscal 1997 offset by
service revenue of $63,000 from locations acquired during
the second quarter of fiscal 1998.
Total revenues for the first six months increased $612,000
(2.5%) as compared to the same period last year. Fur
merchandise sales decreased $130,000 (2.0%) due primarily to
a decrease of $1,053,000 (16.9%) in sales at comparable
locations and a decrease of $447,000 in sales associated
with a leased location closed subsequent to the second
quarter of fiscal 1997. These decreases were offset by
sales of $855,000 associated with store closing events in
the Macy's store in Texas and sales of $515,000 from
locations acquired during the second quarter of fiscal 1998.
The decrease in fur merchandise sales at comparable
locations was largely due to a decrease of $1,021,000 during
the month of March which was the result of the lack of
availability of finished goods at certain affordable
retail price levels. Women's ready-to-wear sales increased
$853,000 (9.6%) due to an increase in sales at comparable
locations. The Company believes that women's ready-to-war
sales at comparable locations were favorably impacted by the
refocusing of its efforts on providing product in line with
the tastes of its target consumers. Service revenues
decreased $111,000 (1.3%) due primarily to a decrease of
$220,000 in sales associated with a leased location closed
subsequent to the second quarter of fiscal 1997 offset
slightly by an increase of $46,000 (0.5%) in sales at
comparable locations and an increase of $63,000 from
locations acquired during the second quarter of fiscal 1998.
Cost of goods and services sold, buying and occupancy costs
as a percentage of total revenues for the second quarter
decreased (67.4% versus 70.2%) for the same period last year
while for the first six months the results were comparable
with prior years results. Cost of goods and services sold
as a percentage of revenues decreased from 49.4% to 47.3%
for the second quarter and remained flat for the six month
period. The decrease in the quarter is due to the Company's
continuing efforts to achieve higher gross margins on
merchandise sales. Buying costs as a percentage of total
revenues, for both the quarter and for the six months ended,
were comparable with prior year levels. Occupancy costs as
a percentage of total revenues for the second quarter (17.0%
versus 15.9%) and first six months (15.4% versus 14.6%)
decreased in comparison with the prior periods. These
decreases were due primarily to the impact of fixed rental
costs as measured against the overall increase in sales.
- 8 -
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations, continued
Total selling and general expenses were flat for the second
quarter and decreased $393,000 (3.5%) for the first six
months as compared to the prior year. Payroll and related
fringe benefits decreased $154,000 (4.1%) and $504,000
(6.5%) for the quarter and year to date, respectively. The
decreases are due primarily to the result of additional
staff reductions in various corporate departments which the
Company initiated during the fourth quarter of fiscal 1997.
For the second quarter, the savings were offset by the
payroll and benefits related to the acquisition and the
operation of the Maximilian Fur Salons at Bloomingdale's
Stores. Advertising expense decreased $117,000 (20.1%) and
$167,000 (11.1%) for the second quarter and first six
months, respectively. This decrease is due to the
repositioning of advertising costs to gain maximum benefit.
The decreases noted were offset by settlements in the
quarter related to various legal disputes totaling $81,000.
In addition, the prior year's second quarter results
included a $175,000 settlement related to the early
termination of a lease agreement.
Interest expense for the second quarter and first six months
increased $47,000 (13.3%) and $113,000 (16.4%) respectively
due primarily to higher average short-term borrowings as
well as higher weighted average interest rates as compared
to the same period last year.
The credit for income taxes for the second quarter and year
to date was offset by an increase 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 Financial Accounting Standards Board has issued
Statement of Financial Accounting Standards No. 128
"Earnings per Share" effective for years ending after
December 15, 1997. The Company does not believe that
adoption will have a material impact on historical earnings
per share.
- 9 -
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Part I. Exhibit 11
Computation of earnings per share.
(b) Reports on Form 8-K
A report on form 8-K dated August 4, 1997 was filed by the Company
stating that the Company had finalized an agreement to acquire the
assets of Triomphe Fourrures, Incorporated and that the Company had
finalized an agreement with its lender for an amendment to its loan
and security agreement.
Relating to the acquisition, a Pro Forma Condensed Consolidated
Balance Sheet as of May 31, 1997 was presented as well as Pro Forma
Condensed Consolidated Statements of Earnings for the year ended
March 1, 1997 and for the thirteen weeks ended May 31, 1997.
Items other than those listed are omitted because they are not
required.
- 10 -
<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: October 13, 1997 PATRICK J. REGAN
PATRICK J. REGAN
President and
Chief Executive Officer
DATE: October 13, 1997 WILLIAM E. KOZIEL
WILLIAM E. KOZIEL
Vice President and
Chief Financial Officer
- 11 -
<PAGE>
EVANS, INC. AND SUBSIDIARIES
Exhibit Page Nos.
11 13
- 12 -
<PAGE>
<TABLE>
EXHIBIT 11
EVANS, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
<CAPTION>
Thirteen weeks ended Twenty-six weeks ended
-------------------------- --------------------------
August 30, August 31, August 30, August 31,
1997 1996 1997 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Primary:
--------
Weighted average
shares outstanding 4,985,771 4,918,301 4,956,485 4,918,301
Incremental shares
for exercise of
stock options -- 99,165 -- 42,487
------------ ------------ ------------ ------------
Adjusted number of
common shares
outstanding 4,985,771 5,017,466 4,956,485 4,960,788
============ ============ ============ ============
Net loss $(2,077,000) $(1,396,000) $(3,301,000) $(2,187,000)
============ ============ ============ ============
Net loss per share $(0.42) $(0.28) $(0.67) $(0.44)
======= ======= ======= =======
Fully diluted:
--------------
Weighted average
shares outstanding 4,985,771 4,918,301 4,956,485 4,918,301
Incremental shares
for exercise of
stock options -- 160,900 -- 160,900
------------ ------------ ------------ ------------
Adjusted number of
common shares
outstanding 4,985,771 5,079,201 4,956,485 5,079,201
============ ============ ============ ============
Net loss $(2,077,000) $(1,396,000) $(3,301,000) $(2,187,000)
============ ============ ============ ============
Net loss per share $(0.42) $(0.27) $(0.67) $(0.43)
======= ======= ======= =======
- 13 -
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> Feb-28-1998
<PERIOD-START> Mar-02-1997
<PERIOD-END> Aug-30-1997
<CASH> 194,000
<SECURITIES> 0
<RECEIVABLES> 12,019,000
<ALLOWANCES> 0
<INVENTORY> 22,048,000
<CURRENT-ASSETS> 40,410,000
<PP&E> 11,505,000
<DEPRECIATION> 7,752,000
<TOTAL-ASSETS> 49,574,000
<CURRENT-LIABILITIES> 31,483,000
<BONDS> 0
<COMMON> 1,267,000
0
0
<OTHER-SE> 12,555,000
<TOTAL-LIABILITY-AND-EQUITY> 49,574,000
<SALES> 16,316,000
<TOTAL-REVENUES> 25,089,000
<CGS> 11,990,000
<TOTAL-COSTS> 16,559,000
<OTHER-EXPENSES> (2,000)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 800,000
<INCOME-PRETAX> (3,301,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,301,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,301,000)
<EPS-PRIMARY> .67
<EPS-DILUTED> .67
</TABLE>
