AMES DEPARTMENT STORES INC
8-K, 1994-08-25
VARIETY STORES
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<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):  AUGUST 25, 1994
- - ------------------------------------------------------------------
                                                  (AUGUST 25, 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>
ITEM 5:  OTHER EVENTS

         Beginning on August 25, 1994, Ames will distribute, to its
         banks and other lenders, principal trade vendors and
         factors, summaries of its unaudited financial results for
         the four and twenty-six weeks ended July 30, 1994.  These
         monthly and year-to-date results (collectively, the
         "monthly results") are attached hereto as Exhibit 20 and
         are incorporated by reference herein.  
         Compared with the projections contained in the Form 8-K
         dated May 27, 1994 (referred to herein as the "Plan"),
         sales for the four weeks ended July 30, 1994 were $4.6
         million less than Plan and EBITDA (as defined in Exhibit
         20) was $.6 million worse than Plan.  In July, the
         unfavorable sales variance was primarily due to sales
         shortfalls in apparel and convenience goods.  July's gross
         margin rate was also less than Plan due primarily to
         higher-than-planned advertising and clearance markdowns,
         particularly in apparel.  The unfavorable impact on July's
         EBITDA from the lower-than- planned sales and gross margin
         rate was partially offset by lower-than- planned expenses
         and a gain on the sale of certain property.  Store, field
         and home office expenses were all less than Plan in July.

         Sales for the twenty-six weeks ended July 30, 1994 were
         $12.1 million less than Plan; however, EBITDA was $.2
         million better than Plan.  The major portion of the year-
         to-date unfavorable sales variance was in apparel and
         convenience goods.  The lower year-to-date gross margin
         rate was due to higher-than-planned advertising
         markdowns.The unfavorable impact on the year-to-date EBITDA
         from the lower-than-planned sales and gross margin rate was
         more than offset by lower-than-planned expenses and higher-
         than-planned gains on property sales.  Year-to-date store,
         field and home office expenses were all less than Plan.

         As of July 30, 1994, LIFO inventories were $4.7 million
         greater than Plan, primarily in hardline categories.  Trade
         payables were $18.5 million greater than Plan due primarily
         to improved payment terms.  Outstanding borrowings under
         the Company's new revolving line of credit as of July 30,
         1994 were $18.6 million less than Plan due primarily to the
         better-than- planned trade payable terms.  

         Ames is distributing the monthly results to its banks and
         other lenders, principal trade vendors and factors to
         facilitate their credit analyses.  The summary results
         SHOULD NOT BE RELIED UPON FOR ANY OTHER PURPOSE and should 



                                 Page 2 of 7
<PAGE>
         be read in conjunction with the Company's Form 10-K for the
         fiscal year ended January 29, 1994, the Company's Form 10-Q
         for the first fiscal quarter ended April 30, 1994, the
         Company's Form 8-K dated May 27, 1994, and the Company's
         Form 10-Q to be filed for the second fiscal quarter ended
         July 30, 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 public 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 Four and Twenty-six Weeks Ended 
                      July 30, 1994.













                                 Page 3 of 7
<PAGE>

                              INDEX TO EXHIBITS







                                                          
      Exhibit No.              Exhibit                        Page No.
     -----------               -------                        --------


       
       20          Unaudited Financial Summary Results for          6
                   the Four and Twenty-six Weeks Ended 
                   July 30, 1994

































                                 Page 4 of 7
<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:  August 24, 1994             By: /s/ Joseph R. Ettore       
                                       ----------------------------
                                       Joseph R. Ettore 
                                       President, Director, and 
                                       Chief Executive Officer 



Dated:  August 24, 1994             By: /s/ John F. Burtelow       
                                       ---------------------------
                                       John F. Burtelow
                                       Executive Vice President,
                                       Chief Financial Officer 




Dated:  August 24, 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
                                 JULY RESULTS VS. PLAN              Page 1 of 2
                                   MANAGEMENT FORMAT
                                      (Unaudited)
                                     (In Millions)
<CAPTION>
                                  July 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                    $143.5  $148.1   $145.6   $927.1   $939.2   $931.6

FIFO Margin     $              35.6    39.1     35.2    246.3    256.6    250.6
     Margin     %             24.8%   26.4%    24.2%    26.6%    27.3%    26.9%

Total Expenses                 39.8    41.6     42.6    259.4    267.7    265.8

Gain on Dispos. of Properties   1.5       -        -      3.5      1.9        -
                             ---------------------------------------------------
EBIT                           (2.7)   (2.5)    (7.4)    (9.6)    (9.2)   (15.2)

Net Interest Expense            2.0     2.2      2.1     12.8     14.2     12.7
Non-Cash Inc. Tax Prov.(Ben.)  (1.5)   (1.5)       -     (3.4)    (3.7)       -
Extra. Chg., net of tax ben.      -       -        -      1.5      1.5        -
Non-Recurring (Gain)-Wertheim     -       -        -    (12.0)   (12.0)       -
                             ---------------------------------------------------
Net Income (Loss)             ($3.2)  ($3.2)   ($9.5)   ($8.5)   ($9.2)  ($27.9)
                             ===================================================
From EBIT:
Non-Cash SARs Exp.(Credit)     (0.3)      -        -      0.1      1.5        -
Depr/Amort, LIFO, & other,net     -     0.1     (0.2)     2.2        -     (2.1)
                             ---------------------------------------------------
EBITDA                        ($3.0)  ($2.4)   ($7.6)   ($7.3)   ($7.7)  ($17.3)
                             ===================================================

BALANCE SHEET SUMMARY:                                  Balance at
                                                       end of Period
                                                      Actual    Plan
                                                     ------------------
Unrestricted Cash and Cash Equivalents                  $30.8    $29.1
Restricted Cash and Cash Equivalents                      1.0      0.9
Merchandise Inventories, LIFO                           484.3    479.6
Other Current Assets                                     39.2     31.5
                                                     ------------------
     Total Current Assets                               555.3    541.1
Net Fixed Assets                                         30.1     44.2
Other Assets and Deferred Charges                         7.3      6.4
                                                     ------------------
     Total Assets                                      $592.7   $591.7
                                                     ==================

Trade Accounts Payable                                  $99.6    $81.1
Short-Term Debt (Revolver)                              106.4    125.0
Other Current Liabilities                               166.5    173.6
                                                     ------------------
     Total Current Liabilities                          372.5    379.7
Long-Term Debt                                           41.7     42.2
Fresh-start Excess Net Assets (Negative Goodwill)        51.7     51.8
Unfavorable Lease Liability                              24.0     24.0
Other Long-Term Liabilities                              50.9     49.8
                                                     ------------------
     Total Liabilities & Fresh-St. Excess Net Assets    540.8    547.5
Paid-In-Capital                                          73.5     65.7
Retained Earnings (Deficit)                             (21.6)   (21.5)
                                                     ------------------
     Total Liabilities & Equity                        $592.7   $591.7
                                                     ==================

<FN>
          * As reported on Form 8-K dated May 27, 1994.
         ** Last year's (fiscal 1994) income summary represents 309 stores as
            compared to 305 stores in July 1994.

NOTE: EBIT is earnings (loss) before net interest expense, income taxes, and 
      non-recurring or extraordinary items. EBITDA is EBIT before depre-
      ciation & amortization, LIFO expense, stock appreciation rights (SARs) 
      accruals, and other non-cash charges.

                                    Page 6 of 7
</TABLE>







<PAGE>
<TABLE>
                      AMES DEPARTMENT STORES, INC.              Exhibit 20
                         JULY RESULTS VS. PLAN                  Page 2 of 2
                            MANAGEMENT FORMAT
                               (Unaudited)
                              (In Millions)

<CAPTION>
                                                             Fiscal 1995
                                            July 1994        Year-to-Date
                                          Actual    Plan*   Actual    Plan*
<S>                                     <C>      <C>      <C>      <C>
CASH FLOW SUMMARY:
Beg. Unrestricted Cash & Cash Equiv.       $32.9    $34.1    $16.5    $26.9

Cash Generated from (Used in) Operations:
   Net Income (Loss)                        (3.2)    (3.2)    (8.5)    (9.2)
   Non-Cash Income Tax Expense (Benefit)    (1.5)    (1.5)    (3.4)    (3.7)
   Other                                    (0.5)     0.5      0.5      3.5
                                        ------------------------------------
Cash from Operations                        (5.2)    (4.2)   (11.4)    (9.4)

Changes in Working Capital:
   FIFO Inventory (increase) decrease       (9.9)    (6.6)   (42.7)   (39.5)
   Trade Payables increase (decrease)       27.2     18.3     25.5      6.2
   All Other                                (0.4)    (6.8)    (2.4)    (7.9)
                                        ------------------------------------
Net Changes in Working Capital              16.9      4.9    (19.6)   (41.2)

Capital Expenditures                        (4.6)    (5.2)   (10.7)   (21.0)

(Incr) Decr. in Rest. Cash & Cash Equiv.       -      0.1     55.0     57.4

Other:
   Short-Term Borrow. (Pymts) - Revolver    (7.8)       -     91.0    105.0
   Payments of Capital Leases               (0.3)    (0.3)    (1.8)    (1.9)
   Payments on Long-Term Debt               (1.1)    (0.3)   (80.6)   (79.3)
   Increase in Deferred Financing Costs        -        -     (7.6)    (7.4)
                                        ------------------------------------
Total Other                                 (9.2)    (0.6)     1.0     16.4
                                        ------------------------------------

Unrestricted Cash Increase (Decrease)       (2.1)    (5.0)    14.3      2.2
                                        ------------------------------------

Ending Unrestricted Cash & Cash Equiv.     $30.8    $29.1    $30.8    $29.1
                                        ====================================
<FN>

* As reported on Form 8-K dated May 27, 1994.


                                        Page 7 of 7
</TABLE>



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