AMES DEPARTMENT STORES INC
8-K, 1995-11-14
VARIETY STORES
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                    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): November 14, 1995
    --------------------------------------------------------------------
                                                     (November 14, 1995)


                         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 Exhibits)<PAGE>



Item 5:   OTHER EVENTS

             Beginning on November 14, 1995, the Company will distribute, 
          to certain of its banks and other lenders, principal trade
          vendors and factors, summaries of its unaudited financial results
          for the four and thirty-nine weeks ended October 28, 1995.  These
          monthly and year-to-date results (collectively, the "monthly
          results") are attached hereto as Exhibit 20 and are incorporated by
          reference herein.  

             Sales for the four weeks ended October 28, 1995 were $12.8
          million below the projections contained in the Form 8-K dated
          August 18, 1995 (the "Plan") primarily due to lower-than-planned
          sales in apparel and domestics.  EBITDA (as defined in Exhibit
          20) for the four weeks was $3.1 million below Plan and $1.0
          million better than last year.  The EBITDA variance was largely
          attributable to the timing of a property sale planned for the month
          but which occurred earlier in the year.  Lower-than-planned gross
          margin and lower-than-planned other income were offset by lower-
          than-planned expenses.  While the gross margin rate for the four
          weeks was higher than planned, gross margin was negatively
          impacted by the below Plan sales and was below Plan for the
          period.   

             Sales for the thirty-nine weeks ended October 28, 1995 were
          $25.2 million below Plan primarily due to lower-than-planned sales
          in apparel, domestics and toys.  The year-to-date EBITDA was
          $5.5 million below Plan and $6.1 million better than last year.  The
          EBITDA results for the thirty-nine weeks reflected the favorable
          impact of lower-than-planned expenses and higher-than-planned
          other income and property gains, partially offset by an unfavorable
          variance in gross margin dollars.  Gross margin was impacted by
          the below Plan sales and a lower-than-planned gross margin rate.

             Year-to-date total expenses have been increased and
          EBITDA reduced by $1.2 million in cash disbursements related to
          the closing and sale of the Clinton, MA distribution center for
          which a closing reserve had been established during fiscal 1994. 
          The year-to-date net income has not been affected by these
          disbursements as other income/expense includes an offset of $1.2
          million.               
<PAGE>

             As of October 28, 1995, merchandise inventories were $14.5
          million above Plan primarily due to higher-than-planned inventories
          in the apparel, domestics and toy categories.  Trade payables
          were $2.6 million below Plan.   Outstanding borrowings under the
          Company's revolving line of credit were $10.7 million above Plan
          primarily due to the higher-than-planned inventories.

             The Company 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 be read in conjunction with
          the Company's Form 10-K for the fiscal year ended January 28,
          1995, the Company's Form 10-Q for the first fiscal quarter ended
          April 29, 1995, the Company's Form 10-Q for the second fiscal
          quarter ended July 29, 1995 and the Company's Form 8-K dated
          August 18, 1995.  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.

             Although the Company has continued to make its monthly
          results public, the Company does not believe it is obligated to
          provide such information indefinitely, other than as required by
          applicable regulations, and the Company may cease making such
          disclosures and updates at any time.  The monthly results were
          not examined, reviewed or compiled by the Company's independent 
          public accountants.  Moreover, the Company 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 Thirty-nine Weeks Ended October 28, 1995
<PAGE>


                         INDEX TO EXHIBITS



                                                          
     Exhibit No.                  Exhibit                        Page No.


       20              Unaudited Financial Summary Results          6 
                       for the Four and Thirty-nine Weeks
                       Ended October 28, 1995.





















<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:  November 14, 1995                By:  /s/ Joseph R. Ettore
                                         ---------------------------
	                                     Joseph R. Ettore
        	                             President, Director, and
                	                     Chief Executive Officer


Dated:  November 14, 1995                By:  /s/ John F. Burtelow
                                         -----------------------------
                                              John F. Burtelow
                                              Executive Vice President,
                                              Chief Financial Officer


Dated:  November 14, 1995                By:  /s/ William C. Najdecki
                                         ------------------------------
                                              William C. Najdecki
                                              Senior Vice President,
                                              Finance





<PAGE>
<TABLE>
                             AMES DEPARTMENT STORES, INC.            Exhibit 20
                                OCTOBER RESULTS VS. PLAN            Page 1 of 2
                                   MANAGEMENT FORMAT
                                      (Unaudited)
                                     (In Millions)
<CAPTION>
                               October, 1995          Fiscal 1995 Year-to-Date
                                                Last                       Last
                              ActualPlan (a)  Yr (b)   Act(c) Plan (a)   Yr (b)
<S>                          <C>    <C>     <C>      <C>      <C>      <C>
INCOME SUMMARY:
Net Sales                    $164.2  $177.0   $170.6 $1,451.8 $1,477.0 $1,438.3

FIFO  Margin     $             45.2    48.3     43.7    381.7    398.7    386.0
      Margin     %             27.5%   27.3%    25.6%    26.3%    27.0%    26.8%

Total Expenses                (43.8)  (47.1)   (43.7)  (407.3)  (418.3)  (420.1)

Other Income/Property Gains     2.1     5.4      2.5     26.7     26.2     29.1
                             ---------------------------------------------------
EBITDA                          3.5     6.6      2.5      1.1      6.6     (5.0)

Depreciation and Amort (net)   (0.3)   (0.3)    (0.1)    (2.0)    (2.0)     0.8
Net Interest Expense           (2.4)   (2.6)    (2.4)   (18.6)   (21.2)   (19.6)
Other Income (Expense),
      Including LIFO            0.1       -     (2.4)     1.1        -     (6.1)
Non-Recur Gain - Wertheim Set     -       -        -        -        -     12.0
Extra. Item, Net of Tax           -       -        -        -        -     (1.5)
Non-Cash Inc. Tax (Prov.) Ben  (0.3)   (1.1)     0.8      5.6      5.0      5.8

                             ---------------------------------------------------
Net Income (Loss)              $0.6    $2.6    ($1.6)  ($12.8)  ($11.6)  ($13.6)
                             ===================================================


                                                      Balance at end of Period
                                                                         Last  
                                                      Actual  Plan (a)   Yr (b)
                                                     ---------------------------
BALANCE SHEET SUMMARY:
Cash and Cash Equivalents                               $20.0    $24.2    $27.6
Merchandise Inventories, LIFO                           600.2    585.7    596.9
Other Current Assets                                     58.3     62.0     63.7
                                                     ---------------------------
      Total Current Assets                              678.5    671.9    688.2
Net Fixed Assets                                         55.1     58.6     39.5
Long-Term Assets                                          4.2      4.5      6.6
                                                     ---------------------------
      Total Assets                                     $737.8   $735.0   $734.3
                                                     ===========================

Trade Accounts Payable                                 $203.2   $205.8   $200.5
Short-Term Debt (Revolver)                              175.7    165.0    153.7
Other Current Liabilities                               154.0    151.3    168.7
                                                     ---------------------------
      Total Current Liabilities                         532.9    522.1    522.9

Long-Term Debt                                           25.4     35.7     41.0
Other Long-Term Liabilities                              41.9     39.6     50.0

Unfavorable Lease Liability                              21.5     21.5     23.4
Fresh-start Excess Net Assets (Negative Goodwill)        44.0     44.0     50.2

Paid-In-Capital                                          81.0     80.3     73.5
Retained Earnings (Deficit)                              (8.9)    (8.2)   (26.7)
                                                     ---------------------------
      Total Stockholders' Equity                         72.1     72.1     46.8
                                                     ---------------------------
      Total Liabilities & Equity                       $737.8   $735.0   $734.3
                                                     ===========================

<FN>
  (a) As reported on Form 8-K dated August 18, 1995.
  (b) Certain reclassifications have been made to the fiscal 1994 account
      balances to conform to the current year presentation.
  (c) Total expenses have been increased and EBITDA reduced by $1.2 million in
      cash disbursements related to the closing of a distribution center for 
      which a closing reserve had been established during fiscal 1994.  Net
      income has not been affected by these disbursements as other income/
      expense includes an offset of $1.2 million.

NOTE: EBITDA is earnings (loss) before net interest expense, income taxes,
      LIFO expense, extraordinary or non-recurring items, depreciation and
      amortization and other non-cash charges.

                                    Page 6 of 7
</TABLE>







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

<CAPTION>

                                        October, 1995      Fiscal 1995 YTD 
                                          Actual Plan (a)   Actual Plan (a)
<S>                                     <C>      <C>      <C>      <C>
CASH FLOW SUMMARY:
Beginning Cash & Cash Equivalents          $22.6    $31.7    $30.4    $15.2

Cash Flow from Operations:
   Net Income (Loss)                         0.6      2.6    (12.8)   (11.6)
   Non-Cash Income Tax Exp (Ben)             0.3      1.1     (5.6)    (5.0)
   Other                                     0.6      0.6      4.7      4.7
                                        ------------------------------------
Cash Provided by (Used in) Operations        1.5      4.3    (13.7)   (11.9)

Changes in Working Capital:
   FIFO Inventory (increase) decrease      (40.0)   (43.1)  (170.1)  (154.6)
   Trade Payables increase (decrease)       40.1     58.2     72.4     81.4
   All Other                                (9.8)   (10.0)   (35.3)   (29.3)
                                        ------------------------------------
Net Changes in Working Capital              (9.7)     5.1   (133.0)  (102.5)

Capital Expenditures                        (3.1)    (1.1)   (20.1)   (23.6)

Other:
   ST Borrowings (Payments) - Revolver       9.2    (15.0)   175.7    165.0
   Capital Lease Payments                   (0.3)    (0.3)    (3.1)    (4.3)
   Long-Term Debt Payments                     -     (0.2)   (15.2)   (12.4)
   Financing Fee Payments                   (0.2)    (0.3)    (1.0)    (1.3)
                                        ------------------------------------
Total Other                                  8.7    (15.8)   156.4    147.0
                                        ------------------------------------

Increase (Decrease) in Cash & Cash Equiv    (2.6)    (7.5)   (10.4)     9.0
                                        ------------------------------------

Ending Cash & Cash Equivalents             $20.0    $24.2    $20.0    $24.2
                                        ====================================
<FN>

(a)As reported on Form 8-K dated August 18, 1995


                                        Page 7 of 7
</TABLE>



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