AMES DEPARTMENT STORES INC
8-K, 1996-03-28
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): March 28, 1996
     -----------------------------------------------------------------
                                                      (March 28, 1996)



                         Ames Department Stores, Inc.             
            --------------------------------------------------
            (Exact Name of Registrant As Specified In 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)



                               (860) 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 9 (Including Exhibits)<PAGE>


Item 5:   OTHER EVENTS

             On March 14, 1996, Ames Department Stores, Inc. (the
          "Company") publicly released its audited results of operations and
          balance sheet for the fiscal year ended January 27, 1996 ("fiscal
          1995").  Beginning on March 28, 1996, the Company will
          distribute, to certain of its banks and other lenders, principal trade
          vendors and factors, summaries of its financial results for the four
          (unaudited) and fifty-two weeks ended January 27, 1996 and for
          the four weeks ended February 24, 1996 (unaudited).  These
          monthly and year-to-date results (collectively, the "monthly
          results") are attached hereto as Exhibits 20-A and 20-B and are
          incorporated by reference herein.  

             Sales for the four weeks ended February 24, 1996 were $4.1
          million below the projections contained in the Form 8-K dated
          February 21, 1996 (the "FY 1996 Plan") primarily due to lower-
          than-planned sales in apparel and domestics.  EBITDA was $0.4
          million better than FY 1996 Plan and $2.0 million better than last
          year.  The EBITDA results for the four weeks reflected the
          favorable impact of lower-than-planned expenses, partially offset
          by lower-than-planned gross margin and lower-than-planned other
          income.  Gross margin was negatively impacted by the below FY
          1996 Plan sales.

             As of February 24, 1996, merchandise inventories were
          $41.9 million below FY 1996 Plan due primarily to lower-than-
          planned merchandise purchases during February.  Trade payables
          and borrowings under the Company's revolving line of credit were
          $30.5 million and $4.7 million below FY 1996 Plan, respectively,
          primarily due to the lower-than-planned inventory position.

             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 27,
          1996 to be filed in April, 1996, the Company's Form 10-Q for the
          first, second and third quarters ended April 29, 1995, July 29,
          1995, and October 28, 1995, respectively, and the Company's
          Form 8-K dated August 18, 1995 and the Company's Form 8-K
          dated February 21, 1996.  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.<PAGE>

             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-A    Financial Summary Results for the Four Weeks
                             (Unaudited) and Fifty-two Weeks Ended
                             January 27, 1996
          
          Exhibit:   20-B    Unaudited Financial Summary Results for the
                             Four Weeks Ended February 24, 1996             

          
<PAGE>


                         INDEX TO EXHIBITS




     Exhibit No.                 Exhibit                       Page No.


       20-A            Financial Summary Results                   6 
                       for the Four Weeks (Unaudited)
                       and Fifty-two Weeks
                       Ended January 27, 1996.



       20-B            Unaudited Financial Summary                 8
                       Results for the Four Weeks 
                       Ended February 24, 1996

       


















<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:  March 28, 1996             By:  /s/ Joseph R. Ettore
                                      -----------------------------
                                        Joseph R. Ettore
                                        President, Director, and
                                        Chief Executive Officer



Dated:  March 28, 1996             By:  /s/ John F. Burtelow
                                      -----------------------------
                                        John F. Burtelow
                                        Executive Vice President,
                                        Chief Financial Officer



Dated:  March 28, 1996             By:  /s/ William C. Najdecki
                                      ------------------------------
                                        William C. Najdecki
                                        Senior Vice President,
                                        Finance





<PAGE>
<TABLE>
                             AMES DEPARTMENT STORES, INC.          Exhibit 20-A
                                JANUARY RESULTS VS. PLAN            Page 1 of 2
                                   MANAGEMENT FORMAT
                                     (In Millions)
<CAPTION>
                             Jan, 1996 (Unaudited)    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                    $100.6  $117.0   $116.1 $2,120.8 $2,196.4 $2,142.8

FIFO  Margin     $             21.4    26.5     20.0    558.6    589.3    566.1
      Margin     %             21.3%   22.6%    17.2%    26.3%    26.8%    26.4%

Total Expenses                (35.3)  (41.1)   (39.2)  (547.6)  (572.1)  (564.4)

Other Income/Property Gains     1.9     4.7      4.9     37.8     37.9     42.8
                             ---------------------------------------------------
EBITDA                        (12.0)   (9.9)   (14.3)    48.8     55.1     44.5

Depreciation and Amort (net)   (3.8)   (0.3)    (0.1)    (6.6)    (3.0)     0.6
Net Interest Expense           (1.0)   (1.2)    (1.2)   (24.1)   (27.2)   (25.4)
Other Income (Expense),
      Including LIFO            0.1       -      0.2      1.2        -     (5.0)
Restructuring Charge          (20.9)      -        -    (20.9)       -        -
Non-Recur Gain - Wertheim Set     -       -        -        -        -     12.0
Extra. Item, Net of Tax           -       -        -        -        -     (1.5)
Non-Cash Inc. Tax (Prov.) Ben  10.4     3.4      4.2        -     (7.5)    (8.2)

                             ---------------------------------------------------
Net Income (Loss)            ($27.2)  ($8.0)  ($11.2)   ($1.6)   $17.4    $17.0
                             ===================================================


                                                      Balance at end of Period
                                                                         Last  
                                                      Actual  Plan (a)   Yr (b)
                                                     ---------------------------
BALANCE SHEET SUMMARY:
Cash and Cash Equivalents                               $14.2    $16.8    $30.4
Merchandise Inventories, LIFO                           402.2    417.1    430.2
Other Current Assets                                     27.2     29.3     25.8
                                                     ---------------------------
      Total Current Assets                              443.6    463.2    486.4
Net Fixed Assets                                         58.2     57.5     41.0
Long-Term Assets                                          4.0      3.9      6.0
                                                     ---------------------------
      Total Assets                                     $505.8   $524.6   $533.4
                                                     ===========================

Trade Accounts Payable                                 $112.7   $127.1   $130.7
Short-Term Debt (Revolver)                                4.3        -        -
Other Current Liabilities                               185.5    163.1    162.9
                                                     ---------------------------
      Total Current Liabilities                         302.5    290.2    293.6

Long-Term Debt                                           23.2     27.0     39.0
Other Long-Term Liabilities                              35.7     35.4     44.3

Unfavorable Lease Liability                              18.6     21.0     22.9
Fresh-start Excess Net Assets (Negative Goodwill)        42.5     42.5     48.6

Paid-In-Capital                                          81.0     87.8     81.0
Retained Earnings (Deficit)                               2.3     20.7      4.0
                                                     ---------------------------
      Total Stockholders' Equity                         83.3    108.5     85.0
                                                     ---------------------------
      Total Liabilities & Equity                       $505.8   $524.6   $533.4
                                                     ===========================

<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, as amended in January, 1996, is earnings (loss) before net
      interest expense, income taxes, LIFO expense, extraordinary or non-
      recurring items (including certain pre-opening expenses), depreciation,
      amortization and other non-cash charges and gain or loss on the sale
      of properties sold after January 28, 1996.

                                    Page 6 of 9
</TABLE>







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

<CAPTION>

                                        Jan, 1996 (Unaud)  Fiscal 1995 YTD 
                                          Actual Plan (a)   Actual Plan (a)
<S>                                     <C>      <C>      <C>      <C>
CASH FLOW SUMMARY:
Beginning Cash & Cash Equivalents          $49.7    $54.3    $30.4    $15.2

Cash Flow from Operations:
   Net Income (Loss)                       (27.2)    (8.0)    (1.6)    17.4
   Non-Cash Income Tax Exp (Ben)           (10.4)    (3.4)       -      7.5
   Other                                    25.5      0.6     31.5      6.7
                                        ------------------------------------
Cash Provided by (Used in) Operations      (12.1)   (10.8)    29.9     31.6

Changes in Working Capital:
   FIFO Inventory (increase) decrease        3.1     (6.9)    28.0     13.9
   Trade Payables increase (decrease)      (16.3)    (9.5)   (18.1)     2.6
   All Other                               (11.6)    (8.0)    (7.7)     0.4
                                        ------------------------------------
Net Changes in Working Capital             (24.8)   (24.4)     2.2     16.9

Capital Expenditures                        (2.1)    (0.3)   (27.2)   (25.0)

Other:
   ST Borrowings (Payments) - Revolver       4.3        -      4.3        -
   Capital Lease Payments                   (0.3)    (0.3)    (4.1)    (5.2)
   Long-Term Debt Payments                     -     (1.5)   (19.6)   (15.2)
   Financing Fee Payments                   (0.5)    (0.2)    (1.7)    (1.5)
                                        ------------------------------------
Total Other                                  3.5     (2.0)   (21.1)   (21.9)
                                        ------------------------------------

Increase (Decrease) in Cash & Cash Equiv   (35.5)   (37.5)   (16.2)     1.6
                                        ------------------------------------

Ending Cash & Cash Equivalents             $14.2    $16.8    $14.2    $16.8
                                        ====================================
<FN>

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


                                        Page 7 of 9
</TABLE>


<PAGE>
<TABLE>
                             AMES DEPARTMENT STORES, INC.          Exhibit 20-B
                              FEBRUARY RESULTS VS. PLAN             Page 1 of 2
                                   MANAGEMENT FORMAT
                                      (Unaudited)
                                     (In Millions)
<CAPTION>
                                                     Feb and Yearto-Date 1996
                                                                           Last
                                                       Actual Plan (a)   Yr (b)
<S>                                                  <C>      <C>      <C>
INCOME SUMMARY:
Net Sales                                              $128.9   $133.0   $124.4

FIFO  Margin     $                                       30.7     31.6     29.4
      Margin     %                                       23.8%    23.8%    23.6%

Total Expenses                                          (39.1)   (40.7)   (40.2)

Other Income/Property Gains                               1.4      1.7      1.8
                                                     ---------------------------
EBITDA                                                   (7.0)    (7.4)    (9.0)

Depreciation and Amort (net)                             (0.4)    (0.4)    (0.1)
Net Interest Expense                                     (1.3)    (1.3)    (1.4)
Other Expenses, Incl LIFO                                   -        -        -
Non-Cash Inc. Tax Ben.                                    2.6      2.7      3.2

                                                     ---------------------------
Net Income (Loss)                                       ($6.1)   ($6.4)   ($7.3)
                                                     ===========================


                                                      Balance at end of Period
                                                                         Last  
                                                      Actual  Plan (a)   Yr (b)
                                                     ---------------------------
BALANCE SHEET SUMMARY:
Cash and Cash Equivalents                               $22.9    $19.3    $22.0
Merchandise Inventories, LIFO                           409.9    451.8    461.5
Other Current Assets                                     37.9     34.1     32.7
                                                     ---------------------------
      Total Current Assets                              470.7    505.2    516.2
Net Fixed Assets                                         56.0     64.1     41.3
Long-Term Assets                                          5.6      5.1      5.6
                                                     ---------------------------
      Total Assets                                     $532.3   $574.4   $563.1
                                                     ===========================

Trade Accounts Payable                                 $131.8   $162.3   $146.1
Short-Term Debt (Revolver)                               35.3     40.0     31.5
Other Current Liabilities                               177.3    184.0    163.1
                                                     ---------------------------
      Total Current Liabilities                         344.4    386.3    340.7

Long-Term Debt                                           14.8     15.6     30.0
Other Long-Term Liabilities                              35.3     35.4     43.9

Unfavorable Lease Liability                              18.5     18.5     22.7
Fresh-start Excess Net Assets (Negative Goodwill)        42.0     42.0     48.2

Paid-In-Capital                                          81.0     81.0     81.0
Retained Earnings (Deficit)                              (3.7)    (4.4)    (3.4)
                                                     ---------------------------
      Total Stockholders' Equity                         77.3     76.6     77.6
                                                     ---------------------------
      Total Liabilities & Equity                       $532.3   $574.4   $563.1
                                                     ===========================

<FN>
  (a) As reported on Form 8-K dated February 21, 1996.
  (b) Certain reclassifications have been made in the fiscal 1995 account
      balances: 
      (i) Net sales have been restated to reflect the effect of recording senior
          citizen discounts as markdowns which conforms with the fiscal 1996
          treatment.  This restatement has no impact on the fiscal 1995 reported
          gross margin, EBITDA and net income.
      (ii)EBITDA has been restated to reflect the cash disbursements related to
          the closing of a distribution center for which a reserve had been
          established in fiscal 1994.  This restatement has no impact on fiscal
           reported net income.

NOTE: EBITDA, as amended in January, 1996,  is earnings (loss) before net
      interest expense, income taxes, LIFO expense, extraordinary or non-
      recurring items (including certain pre-opening expenses), depreciation,
      amortization and other non-cash charges and gain or loss on the sale
      of properties after January 28, 1996.

                                    Page 8 of 9
</TABLE>







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

<CAPTION>

                                                          Feb and YTD 1996
                                                            Actual Plan (a)
<S>                                                       <C>      <C>
CASH FLOW SUMMARY:
Beginning Cash & Cash Equivalents                            $14.2    $14.2

Cash Generated from (Used in) Operations:
   Net Income (Loss)                                          (6.1)    (6.4)
   Non-Cash Income Tax Exp (Ben)                              (2.6)    (2.7)
   Other                                                       0.7      0.6
                                                          ------------------
Cash from Operations                                          (8.0)    (8.5)

Changes in Working Capital:
   FIFO Inventory (increase) decrease                         (7.7)   (48.3)
   Trade Payables increase (decrease)                         19.1     49.7
   All Other                                                 (11.5)    (9.2)
                                                          ------------------
Net Changes in Working Capital                                (0.1)    (7.8)

Capital Expenditures                                          (2.6)    (3.3)

Other:
   Short-Term Borrow.(Pymnts)- Revolver                       31.0     35.7
   Capital Lease Payments                                     (0.3)    (0.3)
   Long-Term Debt Payments                                    (8.8)    (8.0)
   Restructuring and Other                                    (2.5)    (2.7)
   Financing Fee Payments                                        -        -
                                                          ------------------
Total Other                                                   19.4     24.7
                                                          ------------------

Increase (Decrease) in Cash & Cash Equiv                       8.7      5.1
                                                          ------------------

Ending Cash & Cash Equivalents                               $22.9    $19.3
                                                          ==================
<FN>

(a)As reported on Form 8-K dated February 21, 1996


                                        Page 9 of 9
</TABLE>



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