<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 22, 1994
----------------
(APRIL 22, 1994)
AMES DEPARTMENT STORES, INC.
(Exact Name of Registrant As Specified In Its Charter)
DELAWARE
(State Or Other Jurisdiction Of Incorporation)
1-5380 04-2269444
(Commission File Number) (IRS Employer Identification No.)
2418 MAIN STREET; ROCKY HILL, CONNECTICUT 06067-0801
(Address Of Principal Executive Offices) (Zip Code)
(203) 257-2000
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name Or Former Address, If Changed Since Last Report)
Exhibit Index on Page 4
Page 1 of 7 (Including Exhibit)
<PAGE>
<PAGE>
ITEM 5: OTHER EVENTS
Beginning on April 22, 1994, Ames Department Stores, Inc. ("Ames" or
the "Company") will distribute, to certain of its banks, committed
lenders, principal trade vendors and factors, summaries of its
unaudited financial results for the five and nine weeks ended April
2, 1994. These monthly and year-to-date results (collectively, the
"monthly results") are attached hereto as Exhibit 20 and are
incorporated by reference herein. The balance sheet as of April 2,
1994 is subject to possible debt reclassifications (in addition to
the $32.9 million already reclassified to current for the Series D
Notes) depending upon the status of the Company's new long-term
financing commitment prior to the filing of its Form 10-K for the
fiscal year ended January 29, 1994. The financing commitment, dated
April 5, 1994, is subject to customary conditions and is for a
three-year, $300 million financing facility. Further details of the
new financing will be released upon final agreement.
Compared with the projections contained in the Form 8-K dated
February 17, 1994 (referred to herein as the "Plan"), sales for the
five weeks ended April 2, 1994 were $2.5 million below Plan and
EBITDA (as defined in Exhibit 20) was $1.2 million worse than Plan.
In March, the sales shortfall was entirely in hardlines. The
unfavorable EBITDA variance for March was primarily due to a
lower-than-planned gross margin rate, partially offset by a gain on
insurance proceeds of approximately $.7 million. Gross margin
performance was hurt by higher-than-planned clearance markdowns in
apparel. The EBIT and net loss for March and for the year-to-date
period include a non-cash charge of $2.0 million resulting from an
accrual for the value of unexercised stock appreciation rights. This
non-cash charge was excluded from EBITDA. This expense was accrued
because the market price of the Company's common stock as reported on
NASDAQ appreciated above the exercise price of the stock appreciation
rights.
Sales for the nine weeks ended April 2, 1994 were $6.1 million below
Plan; however, EBITDA was $.6 million better than Plan. The
year-to-date sales shortfall against Plan was primarily due to the
harsh winter weather in February and certain merchandise shortages
resulting from the temporary closing of the Company's Leesport, PA
distribution center. The unfavorable impact on the year-to-date
EBITDA from the sales shortfall and from the lower gross margin rate
for March discussed above was more than offset by lower-than-planned
expenses and gains from the disposition of properties.
As of April 2, 1994, inventories were $7.0 million above Plan,
principally in hardline categories, primarily due to purchases
required to replace certain inventories at Leesport. Trade payables
were $52.2 million above Plan due primarily to the timing of payments
and inventory shipments, some extended terms, and the Leesport
reorders (most of which had extended terms). Outstanding borrowings
under the Company's revolving line of credit as of April 2, 1994 were
$36.4 million below Plan due, in part, to the above timing factors.
The Company's unrestricted cash balance at April 2, 1994 was $9.9
million above Plan due, in part, to the timing of trade payments.
Page 2 of 7
<PAGE>
<PAGE>
The Company is in compliance with all debt covenants through
April 2, 1994.
Ames is distributing the monthly results to its banks, committed
lenders, principal trade vendors and factors to facilitate their
credit analysis following the Company's emergence from bankruptcy.
The summary results SHOULD NOT BE RELIED UPON FOR ANY OTHER PURPOSE
and should be read in conjunction with the Company's Form 10-K for
the fiscal year ended January 30, 1993, the Company's most recent
Form 10-Q for the third fiscal quarter ended October 30, 1993, the
Company's Form 10-K to be filed for the fiscal year ended January 29,
1994, and the Company's Form 8-K dated February 17, 1994. The
monthly results are being reported publicly solely because they are
being distributed to a large number of the Company's vendors for
purposes of their credit analyses.
During the pendency of its reorganization case, Ames disclosed
publicly its monthly results through filings with the Office of the
U.S. Bankruptcy Trustee and continued to report publicly its monthly
results during the fiscal year ended January 29, 1994. Although Ames
expects to continue to make its monthly results public for the fiscal
year ending January 28, 1995, Ames does not believe it is obligated
to provide such information indefinitely, other than as required by
applicable regulations, and Ames may cease making such disclosures
and updates at any time. The monthly results were not examined,
reviewed or compiled by Ames' independent certified accountants.
Moreover, Ames does not believe that it is obligated to update the
monthly results to reflect subsequent events or developments. The
reported monthly results are subject to future adjustments, if any,
that could materially affect such results. However, in the opinion
of the Company, the monthly results contain all adjustments
(consisting of normal recurring adjustments) necessary for a fair
statement of the results for the periods presented.
ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit: 20 Unaudited Financial Summary Results for the Five
Weeks and Nine Weeks Ended April 2, 1994.
Page 3 of 7
<PAGE>
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT PAGE NO.
20 Unaudited Financial Summary Results for 6
the Five Weeks and Nine Weeks Ended
April 2, 1994
Page 4 of 7
<PAGE>
<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 by the
undersigned thereunto duly authorized.
AMES DEPARTMENT STORES, INC.
Registrant
Dated: April 21, 1994 By: /S/ PETER THORNER
----------------------------
Peter Thorner
President, Chief Operating
Officer and Director
Dated: April 21, 1994 By: /S/ WILLIAM C. NAJDECKI
----------------------------
William C. Najdecki
Senior Vice President,
Chief Accounting Officer
Page 5 of 7
<PAGE>
<TABLE>
AMES DEPARTMENT STORES, INC. Exhibit 20
MARCH RESULTS VS. PLAN Page 1 of 2
MANAGEMENT FORMAT
(Unaudited)
(In Millions)
<CAPTION>
March 1994 Fiscal 1995 Year-to-Date
Actual Plan* Last Yr** Actual Plan* Last Yr**
<S> <C> <C> <C> <C> <C> <C>
INCOME SUMMARY:
Net Sales $178.9 $181.4 $172.0 $300.4 $306.5 $296.7
FIFO Margin $ 44.0 48.3 44.6 73.6 79.2 76.3
Margin % 24.6% 26.6% 25.9% 24.5% 25.9% 25.7%
Total Expenses 50.3 49.9 47.4 89.7 91.0 86.9
Gain on Dispos. of Properties 0.7 - - 1.8 - -
---------------------------------------------------
EBIT (5.6) (1.6) (2.8) (14.3) (11.8) (10.6)
Net Interest Expense (2.1) (2.4) (3.1) (3.9) (4.5) (4.6)
Income Tax Expense - - - - - -
---------------------------------------------------
Net Loss ($7.7) ($4.0) ($5.9) ($18.2) ($16.3) ($15.2)
===================================================
Depr/Amort, LIFO, & other,net (2.6) 0.2 0.6 (2.6) 0.5 1.0
---------------------------------------------------
EBITDA ($3.0) ($1.8) ($3.4) ($11.7) ($12.3) ($11.6)
===================================================
BALANCE SHEET SUMMARY: Balance at
end of Period
Actual Plan
------------------
Unrestricted Cash and Cash Equivalents $38.0 $28.1
Restricted Cash and Cash Equivalents 54.8 64.2
Merchandise Inventories, LIFO 494.0 487.0
Other Current Assets 35.7 40.3
------------------
Total Current Assets 622.5 619.6
Net Fixed Assets 22.1 29.0
Other Assets 1.7 -
------------------
Total Assets $646.3 $648.6
==================
Trade Accounts Payable $119.7 $67.5
Short-Term Debt (Revolver) 73.6 110.0
Other Current Liabilities 203.2 190.0
------------------
Total Current Liabilities 396.5 367.5
Long-Term Debt 76.8 110.1
Fresh-start Excess Net Assets (Negative Goodwill) 53.7 53.7
Unfavorable Lease Liability 24.7 24.7
Other Long-Term Liabilities 52.3 51.0
------------------
Total Liabilities & Excess Reval. Net Assets 604.0 607.0
Paid-In-Capital 73.5 70.1
Retained Earnings (Deficit) (31.2) (28.5)
------------------
Total Liabilities & Equity $646.3 $648.6
==================
<FN>
* As reported on Form 8-K dated February 17, 1994.
** Last year's (fiscal 1994) income summary represents 309 stores as
compared to 307 stores in March 1994.
NOTE: EBIT is earnings (loss) before interest, income tax expense, and any
non-cash extraordinary items. EBITDA is EBIT before depreciation &
amortization, LIFO expense or credit, and non-cash unusual charges
and gains.
Page 6 of 7
</TABLE>
<PAGE>
<TABLE>
AMES DEPARTMENT STORES, INC. Exhibit 20
MARCH RESULTS VS. PLAN Page 2 of 2
MANAGEMENT FORMAT
(Unaudited)
(In Millions)
<CAPTION>
Fiscal 1995
March 1994 Year-to-Date
Actual Plan* Actual Plan*
<S> <C> <C> <C> <C>
CASH FLOW SUMMARY:
Beg. Unrestricted Cash & Cash Equiv. $24.7 $28.5 $16.5 $26.9
Cash Generated from (Used in) Operations:
Net Loss (7.7) (4.0) (18.2) (16.3)
Other 1.4 0.2 0.6 0.4
------------------------------------
Cash from Operations (6.3) (3.8) (17.6) (15.9)
Changes in Working Capital:
FIFO Inventory (increase) decrease (26.5) 4.5 (52.0) (46.6)
Trade Payables increase (decrease) 14.7 (4.1) 45.6 (7.4)
All Other (5.2) (5.8) (3.3) 0.0
------------------------------------
Net Changes in Working Capital (17.0) (5.4) (9.7) (54.0)
Capital Spending (1.1) (2.2) (1.2) (3.9)
(Incr) Decr. in Rest. Cash & Cash Equiv. (1.3) (3.2) 1.2 (5.9)
Other:
Short-Term Borrow. (Pymts) - Revolver 40.1 15.0 58.2 90.0
Payments of Capital Leases (0.3) (0.3) (0.6) (0.6)
Payments on Long-Term Debt (0.8) (0.3) (9.2) (8.7)
Restructuring & Other 0.0 (0.2) 0.4 0.2
------------------------------------
Total Other 39.0 14.2 48.8 80.9
------------------------------------
Unrestricted Cash Increase (Decrease) 13.3 (0.4) 21.5 1.2
------------------------------------
Ending Unrestricted Cash & Cash Equiv. $38.0 $28.1 $38.0 $28.1
====================================
<FN>
* As reported on Form 8-K dated February 17, 1994.
Page 7 of 7
</TABLE>
