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 November 29, 1997
- ------------------------------------------------------------------------------
Commission File Number 0-1500
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EVANS, INC.
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 36-1050870
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(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification Number)
36 South State Street, Chicago, Illinois 60603
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(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 12, 1998,
4,992,947 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 29, 1997, November 30, 1996
and March 1, 1997 2
Condensed Consolidated Statements of Operations -
Thirteen and Thirty-nine weeks ended November 29, 1997
and November 30, 1996 3
Condensed Consolidated Statements of Cash Flows -
Thirty-nine weeks ended November 29, 1997
and November 30, 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>
PART I. FINANCIAL INFORMATION
Evans, Inc. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
November 29, 1997 November 30, 1996 March 1, 1997
----------------- ----------------- -------------
(unaudited) (unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 384,000 $ 2,768,000 $ 153,000
Accounts receivable (net) 15,125,000 14,753,000 12,665,000
Merchandise inventories 39,640,000 31,311,000 17,130,000
Prepaid expenses and other
assets 1,306,000 598,000 899,000
Assets held for sale 4,750,000 - 4,750,000
Deferred income taxes - 2,074,000 -
----------------- ----------------- -------------
Total current assets 61,205,000 51,504,000 35,597,000
----------------- ----------------- -------------
Property and equipment 11,566,000 20,612,000 11,316,000
Accumulated depreciation and
amortization (7,948,000) (10,681,000) (7,398,000)
----------------- ----------------- -------------
Net property and equipment 3,618,000 9,931,000 3,918,000
----------------- ----------------- -------------
Other assets 5,344,000 3,279,000 3,107,000
----------------- ----------------- -------------
$ 70,167,000 $ 64,714,000 $ 42,622,000
================= ================= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable $ 16,857,000 $ 13,588,000 $ 9,308,000
Current portion of long-
term debt 1,959,000 1,043,000 692,000
Accounts payable 26,220,000 22,958,000 9,318,000
Accrued liabilities 7,294,000 6,678,000 4,983,000
----------------- ----------------- -------------
Total current liabilities 52,330,000 44,267,000 24,301,000
----------------- ----------------- -------------
Long-term debt 3,918,000 1,486,000 1,224,000
----------------- ----------------- -------------
Other liabilities 12,000 47,000 43,000
----------------- ----------------- -------------
Shareholders' equity:
Preferred stock, 3,000,000
shares authorized, none
issued
Common stock, 6,333,435
shares 1,267,000 1,267,000 1,267,000
Capital in excess of par
value 15,503,000 15,660,000 15,660,000
Retained earnings 1,503,000 6,585,000 4,725,000
----------------- ----------------- -------------
18,273,000 23,512,000 21,652,000
Treasury stock (1,343,664
shares) (4,366,000) (4,598,000) (4,598,000)
----------------- ----------------- -------------
13,907,000 18,914,000 17,054,000
----------------- ----------------- -------------
$ 70,167,000 $ 64,714,000 $ 42,622,000
================= ================= =============
See accompanying notes to condensed consolidated financial statements.
<PAGE>
Evans, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Thirteen weeks ended Thirty-nine weeks ended
--------------------------- ----------------------------
November 29, November 30, November 29, November 30,
1997 1996 1997 1996
------------- ------------ ------------- -------------
Net sales $ 24,619,000 $ 19,765,000 $ 40,935,000 $ 35,358,000
Service revenues 1,887,000 1,866,000 10,660,000 10,750,000
------------- ------------ ------------- -------------
26,506,000 21,631,000 51,595,000 46,108,000
------------- ------------ ------------- -------------
Costs and expenses:
Cost of goods and
services sold,
buying and occupancy 16,310,000 13,677,000 32,869,000 29,874,000
Selling and general
expenses 9,454,000 8,557,000 20,230,000 19,726,000
Provision for doubtful
accounts 218,000 158,000 475,000 357,000
Interest expense 446,000 407,000 1,246,000 1,094,000
Other income, net (1,000) - (3,000) (5,000)
------------- ------------ ------------- -------------
26,427,000 22,799,000 54,817,000 51,046,000
------------- ------------ ------------- -------------
Income (loss) before
credit for income
taxes 79,000 (1,168,000) (3,222,000) (4,938,000)
Credit for income taxes -- 491,000 -- 2,074,000
------------- ------------ ------------- -------------
Net income (loss) $ 79,000 $ (677,000) $ (3,222,000) $ (2,864,000)
============= ============ ============= =============
Net income (loss)
per common share $0.02 $ (0.14) $ (0.65) $ (0.58)
============= ============ ============= =============
Cash dividends per
common share -- -- -- --
============= ============ ============= =============
Weighted average number
of common shares
outstanding 5,174,635 4,918,301 4,966,935 4,918,301
============= ============ ============= =============
See accompanying notes to condensed consolidated financial statements.
<PAGE>
Evans, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Thirty-nine weeks ended
---------------------------------------
November 29, 1997 November 30, 1996
----------------- -----------------
Cash Flows from Operating Activities:
Net loss $ (3,222,000) $ (2,864,000)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 802,000 1,047,000
Provision for doubtful accounts 438,000 357,000
Non-cash compensation expense 22,000 -
Change in assets and liabilities:
Accounts receivable (2,898,000) 874,000
Merchandise inventories (21,445,000) (16,550,000)
Prepaid expenses and other current
assets (354,000) 556,000
Deferred income taxes - (2,074,000)
Other assets (1,922,000) 28,000
Accounts payable 16,902,000 15,189,000
Accrued liabilities 2,311,000 1,217,000
Other liabilities (31,000) 36,000
----------------- -----------------
Net cash used in operating activities (9,397,000) (2,184,000)
Cash Flows from Investing Activities:
Acquisition of business (1,573,000) -
Additions to property and equipment (309,000) (393,000)
----------------- -----------------
Net cash used in investing activities (1,882,000) (393,000)
Cash Flows from Financing Activities:
Proceeds from short-term borrowing 7,549,000 4,369,000
Proceeds/(payments) on long-term debt 3,961,000 (402,000)
----------------- -----------------
Net cash provided by financing
activities 11,510,000 3,967,000
----------------- -----------------
Net increase in cash and cash
equivalents 231,000 1,390,000
Cash and cash equivalents at beginning
of period 153,000 1,378,000
----------------- -----------------
Cash and cash equivalents at end of
period $ 384,000 $ 2,768,000
================= =================
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ 1,107,000 $ 967,000
Income taxes 13,000 79,000
See accompanying notes to condensed consolidated financial statements.
<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 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. Certain reclassifications have been made to the consolidated financial
statements. The reclassifications did not effect operating results.
4. Net earnings (loss) per share is computed on the basis of the weighted
average number of common shares outstanding and common share equivalents
resulting from the assumed exercise of common stock options. Common
share equivalents were not included in the computation of earnings per
share for the thirty-nine weeks ended November 29, 1997 and for the
thirteen and thirty-nine weeks ended November 30, 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(R) 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(R). A down payment of $1,573,000 was made on August 7, 1997
and the first installment of $524,000 was paid on November 4, 1997. The
second installment of $524,000 is due on February 4, 1998, and quarterly
installments of $262,000 are due from May 4, 1998 through November 4,
1999, with a final installment of $932,000 due on December 30, 1999.
<PAGE>
EVANS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 closed on December 17, 1997. As part of the agreement
the Company executed 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 agreement also
required a $500,000 deposit to secure the lease obligations. The
proceeds of $4,100,000 generated from the sale were used first to pay
down the unamortized senior secured long-term payable obligation and
then the secured revolving loan obligation.
<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 29, 1997 were $384,000 as compared to
$153,000 at March 1, 1997. The increase was due to cash provided by financing
activities of $11,510,000 offset by cash used in operating activities of
$9,397,000 and cash used in investing activities of $1,882,000.
The cash used in operating activities was due primarily to the increase in
inventories of $21,445,000 due to the seasonal increase of inventory for the
fall season along with the increase related to the acquisition of Maximilian(R)
inventory. Accounts payable increased $16,902,000 related to the inventory
requirements. Also contributing to the operating activities increase was an
increase of other assets of $1,922,000 due primarily to the acquisition of the
Maximilian(R) trademark.
The cash used in investing activities was due to the acquisition of
Maximilian(R) of $1,573,000 and additions to property and equipment of $309,000,
of which $145,000 related to the Maximilian(R) purchase with the additional
amount being due to the purchase of computer-related equipment.
The cash provided by financing activities was due to proceeds from short-term
borrowings of $7,549,000 and long-term debt. 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 $4,825,000 of
additional debt was offset by principal payments on long-term debt obligations
of $864,000.
Working capital at November 29, 1997 was $8,875,000 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 transaction closed on December 19,
1997. The proceeds generated from the sale of $4,100,000 were used first to pay
down the unamortized senior secured long-term payable obligation and then the
secured revolving loan obligation. The building has been classified as an asset
held for sale within the current asset section of the balance sheet as of
November 29, 1997.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
Total revenues for the third quarter ended November 29, 1997 increased
$4,875,000 (22.5%) as compared to the same period last year. Fur merchandise
sales increased $4,406,000 (31.2%) primarily due to locations acquired during
the second quarter of fiscal 1998 offset by a decrease in sales associated with
a store closing event at Marshall Field's in Texas in the third quarter of the
prior year. Sales at comparable locations increased $588,000 (4.4%) due to
products being available at affordable price points and the trend toward fur
fashion awareness. Women's ready-to-wear sales increased $447,000 (7.9%) due to
an increase in sales at comparable locations. The Company believes that wom en'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 remained consistent with the prior year due
primarily to a decrease of sales at comparable locations offset by service
revenue from locations acquired during the second quarter of fiscal 1998.
Total revenues for the first nine months increased $5,487,000 (11.9%) as
compared to the same period last year. Fur merchandise sales increased
$4,275,000 (20.6%) due primarily to a decrease of $467,000 (2.4%) in sales at
comparable locations and a decrease of $447,000 in sales associated with a
leased location closed during the second quarter of fiscal 1997. These decreases
were offset by sales of $5,166,000 from locations acquired during the second
quarter of fiscal 1998. The decrease in fur merchandise sales at comparable
locations was largely due to a significant 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 $1,302,000 (8.9%). The Company believes that women's ready-to-wear
sales were favorably impacted by the refocusing of its efforts on providing
product in line with the tastes of its target consumers. Service revenues
decreased $90,000 (0.8%) due primarily to a decrease of $265,000 in sales
associated with a leased location closed in the second quarter of fiscal 1997
and a decrease of $222,000 in sales at comparable locations offset by an
increase of $396,000 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 decreased for both the third quarter (61.5% versus 63.2%) and the
first nine months ended November 29, 1997 (63.7% versus 64.8%) compared to the
same periods in the previous year. Cost of goods and services sold as a
percentage of revenues were relatively flat for the third quarter and for the
nine month period. Buying costs as a percentage of total revenues decreased
slightly for the quarter (1.9% versus 2.3%). Buying costs for the nine months
period ended November 29, 1997 were comparable with prior year levels. Occupancy
costs as a percentage of total revenues decreased for both the quarter (10.8%
versus 11.9%) and the nine months ended November 29, 1997 (12.6% versus 13.8%)
in comparison with the prior periods. The decrease was due primarily to the
impact of fixed rental costs as measured against the overall increase in sales.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of operations, (continued)
Total selling and general expenses increased $897,000 (10.5%) for the third
quarter and increased $504,000 (2.6%) for the first nine months as compared to
the prior year. Payroll and related fringe benefits increased $812,000 (17.8%)
and $308,000 (2.5%) for the quarter and year to date, respectively. The
increases are due primarily to the payroll and benefits related to the
acquisition and the operation of the Maximilian(R) Fur Salons at Bloomingdale's
Stores. Advertising expense increased $212,000 (9.0%) and $45,000 (1.2%) for the
third quarter and first nine months, respectively. This increase is due
primarily to advertising costs related to the operation of the Maximilian(R)
Fur Salons at Bloomingdale's Stores acquired during the second quarter of 1998.
These increases were offset by decreases in depreciation related to the
sale of the State Street building ($78,000 for the third quarter and $243,000
for the nine month period ended November 29, 1997).
Interest expense for the third quarter and the first nine months increased
$39,000 (9.6%) and $152,000 (13.9%) 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 third 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.
Other
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.
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" effective for
fiscal years beginning after December 15, 1997. The Company does not anticipate
that adoption will have any impact on reporting of financial results.
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and
Related Information" effective for financial statements for periods beginning
after December 15, 1997. The company has not yet determined how the adoption
will effect the reporting of the business.
<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
None.
Items other than those listed are omitted because they are not
required.
<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 12, 1998 ROBERT K. MELTZER
-----------------
ROBERT K. MELTZER
President and
Chief Executive Officer
DATE: January 12, 1998 WILLIAM E. KOZIEL
-----------------
WILLIAM E. KOZIEL
Vice President and
Chief Financial Officer
<PAGE>
EVANS, INC. AND SUBSIDIARIES
Exhibit Page Nos.
11 13
<PAGE>
EXHIBIT 11
EVANS, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
Thirteen weeks ended Thirty-nine weeks ended
------------------------- --------------------------
November 29, November 30, November 29, November 30,
1997 1996 1997 1996
----------- ------------ ------------ ------------
Primary:
Weighted average
shares outstanding 4,987,837 4,918,301 4,966,935 4,918,301
Incremental shares
for exercise of
stock options 186,798 118,419 67,216 63,390
----------- ------------ ------------ ------------
Adjusted number of
common shares
outstanding 5,174,635 5,036,720 5,034,151 4,981,691
=========== ============ ============ ============
Net income (loss) $79,000 $(677,000) $(3,222,000) $(2,864,000)
=========== ============ ============ ============
Net income (loss)
per share $ 0.02 $ (0.13) $ (0.64) $ (0.57)
=========== ============ ============ ============
Fully diluted:
Weighted average
shares outstanding 4,987,837 4,918,301 4,966,935 4,918,301
Incremental shares
for exercise of
stock options 186,798 118,419 133,556 72,567
----------- ------------ ------------ ------------
Adjusted number of
common shares
outstanding 5,174,635 5,036,720 5,100,491 4,990,868
=========== ============ ============ ============
Net income (loss) $79,000 $(677,000) $(3,222,000) $(2,864,000)
=========== ============ ============ ============
Net income (loss)
per share $ 0.02 $ (0.13) $ (0.63) $ (0.57)
=========== ============ ============ ============
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> Feb-28-1998
<PERIOD-END> Nov-29-1997
<CASH> 384,000
<SECURITIES> 0
<RECEIVABLES> 15,125,000
<ALLOWANCES> 0
<INVENTORY> 39,640,000
<CURRENT-ASSETS> 61,205,000
<PP&E> 11,566,000
<DEPRECIATION> 7,948,000
<TOTAL-ASSETS> 70,167,000
<CURRENT-LIABILITIES> 52,330,000
<BONDS> 0
0
0
<COMMON> 1,267,000
<OTHER-SE> 17,006,000
<TOTAL-LIABILITY-AND-EQUITY> 70,167,000
<SALES> 40,935,000
<TOTAL-REVENUES> 51,595,000
<CGS> 24,927,000
<TOTAL-COSTS> 32,869,000
<OTHER-EXPENSES> 472,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,246,000
<INCOME-PRETAX> (3,222,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,222,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,222,000)
<EPS-PRIMARY> .65
<EPS-DILUTED> .65
</TABLE>
