UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 1, 1997
Commission File Number: 0-6731
C.R. ANTHONY COMPANY
(Exact name of registrant as specified in its charter)
Oklahoma 73-0129405
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
701 Broadway, Oklahoma City, Oklahoma 73102
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code:
(405) 278-7400
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
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 by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K/A or any amendment to this
Form 10-K/A. [ ]
Aggregate market value of the voting stock held by non-
affiliates of the registrant as of March 21, 1997: $36,688,694
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13, or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]
Number of shares of Common Stock outstanding as of March 21,
1997: 9,035,645
C.R. Anthony Company
Index to
Annual Report on Form 10-K/A
For the Year Ended February 1, 1997
Part I.
Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security
Holders
Part II.
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure
Part III.
Item 10. Directors and Executive Officers of the
Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners
and Management
Item 13. Certain Relationships and Related Transactions
Part IV.
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K
Signatures
Index to Exhibits
PART I.
ITEM 1. BUSINESS
At February 1, 1997, C. R. Anthony Company (the "Company" or
"Anthony") operated 224 specialty department stores under the
name "Anthonys" and "Anthonys Limited" primarily in smaller
communities in 13 southwestern and midwestern states. The stores
offer moderately priced branded and private label apparel for the
entire family, with particularly strong offerings of denim and
footwear, and selected decorative home accessories.
The Company operates on a fiscal year distinct from the
calendar year. References to fiscal 1992, fiscal 1993, fiscal
1994, fiscal 1995, fiscal 1996, and fiscal 1997 refer to the
fiscal years ended January 31, 1993, January 30, 1994, January
29, 1995, February 3, 1996, February 1, 1997, and January 31,
1998, respectively. References to a fiscal period refer to the
12 accounting periods comprising a fiscal year, each of which is
a four or five week period under the Company's "4-5-4" method of
accounting.
"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995. With the exception of historical
information, the matters discussed or incorporated by reference
in this Annual Report are forward-looking statements that involve
risks and uncertainties including, but not limited to: the
risks indicated in filings with the Securities and Exchange
Commission; changes in law, regulation, technology, and economic
conditions; the loss of key personnel; an increased presence of
competition in the Company's markets; the seasonality of demand
for apparel which can be significantly affected by weather
patterns, competitors' marketing strategies and changes in
fashion trends; availability of product and favorable financing
from suppliers and lending institutions; and failure to achieve
the expected results of annual merchandising and marketing plans,
store opening or closing plans, and other facility expansion
plans, and the impact of mergers or acquisitions. The occurrence
of any of the above could have a material adverse impact on the
Company's operating results.
Merger with Stage Stores, Inc.
On March 5, 1997, the Company entered into an Agreement and
Plan of Merger (the "Merger Agreement") and a Termination Option
Agreement (the "Termination Agreement") with Stage Stores, Inc.
("Stage Stores"), a Houston based retailer of apparel in the
central United States.
The Merger Agreement provides for the merger (the "Merger")
of either the Company with and into a wholly-owned subsidiary of
Stage Stores (the "Merger Sub") or, depending upon certain
conditions, the Merger Sub with and into the Company. In the
Merger, Stage Stores will acquire all of the Company's common
stock for a minimum value (the "Base Price") of $8.00 per share
plus $0.01 for every $0.05 by which the average closing price of
Stage Stores' common stock (the "SSI Average Closing Price")
exceeds $20.00 per share. The SSI Average Closing Price means
the average closing price expressed in dollars per share of Stage
Stores' common stock quoted on the NASDAQ National Market System
for the ten trading days selected by lot by the Company and Stage
Stores out of the twenty most recent consecutive trading days
prior to and including the fifth day preceding the closing of the
Merger. The exact combination of Stage Stores' common stock
and/or cash (the "Merger Consideration") to be paid by Stage
Stores for each share of the Company's common stock will be
determined using a formula based upon the Base Price and the SSI
Average Closing Price. The Merger Consideration will consist
100% of Stage Stores' common stock if the SSI Average Closing
Price is $20.00 or higher, and the stock percentage will decline
in linear fashion to 25% of the Merger Consideration if the SSI
Average Closing Price is $15.00. If the SSI Average Closing
Price is less than $15.00, Stage Stores has the option to
terminate the Merger Agreement and pay the Company a fee of
$3,500,000 plus the Company's expenses, or to close the Merger,
in which case the Merger Consideration per share of the Company's
common stock will consist of (i) .1333 shares of Stage Stores'
common stock, and (ii) an amount in cash equal to $8.00 minus the
product of .1333 and the SSI Average Closing Price.
All options outstanding under the Company's Stock Option
Plan will be canceled by virtue of the Merger Agreement and each
holder will be entitled to receive cash equal to the product of
the number of option shares held by the holder times the
remainder of (i) the Base Price, less (ii) the weighted average
exercise price of the options and any other amounts payable by
the holder with respect to the options. In addition, existing
Executive Severance Compensation Agreements between the Company
and its executive officers will be canceled in exchange for
Employment Agreements and Amended Severance Agreements between
the respective executives and Stage Stores. See "Executive
Compensation - Stock Option Plan" and "-Severance Arrangements."
If the Company terminates the Merger under certain
conditions, the Company will be required to pay Stage Stores a
fee of $3,500,000 plus Stage Stores' expenses.
The Termination Agreement grants Stage Stores the
irrevocable option (the "Stock Option") to acquire 19.9% of the
Company's common stock at $8.00 per share. The Stock Option may
be exercised under certain conditions set forth in the
Termination Agreement and terminates upon the earlier of (i) the
Effective Time of the Merger, or (ii) six months following any
termination of the Merger Agreement.
The Merger Agreement and the Merger are subject to approval
by the stockholders of the Company and certain other conditions
including adequate financing by Stage Stores. If approved by the
stockholders, the Merger is expected to close in June of this
year.
Stage Stores, Inc. intends to file a Form S-4 Registration
Statement (the "S-4") in order to register the Stage Stores'
common stock to be issued to the Company's stockholders in the
Merger. It is anticipated that the S-4 will contain a Proxy
Statement/Prospectus and copies of the Merger Agreement and the
Termination Agreement.
References in this Annual Report to operating plans, future
trends, store openings, and capital expenditures are made with
the assumption that the Merger does not occur and the Company is
continuing on a stand-alone basis.
History
The Company was founded as a partnership by C.R. Anthony in
Cushing, Oklahoma in 1922 and was incorporated in 1926 as an
Oklahoma corporation under the name "C.R. Anthony Company."
From 1922 to 1987, the Company was operated as a family
business by C.R. Anthony and members of his family. During this
period, the Company increased substantially both in size and in
geographic area. The Company experienced steady growth until the
early 1980s, when growth slowed principally as a result of
declines in local economies in the southwestern United States.
In April 1987, the Company was acquired by a group of
private investors in a leveraged buy-out and, from April 1987 to
August 1992, the Company was operated by management selected by
the investor group. During this period, management commenced a
business improvement program which involved (i) narrowing the
geographic area in which the Company operated, (ii) remodeling of
existing stores, (iii) opening of new stores within the narrowed
geographic area, (iv) improving its merchandise information and
financial systems, and (v) strengthening the financial,
information systems and merchandising staff.
The Company's working capital financing was provided by a
group of banks, which had also provided a $40 million senior term
loan facility in connection with the leveraged buyout. Again in
the early 1990s, the economy slowed dramatically and the
Company's cash flows were significantly reduced. In January 1991,
the Company breached its operating cash flow covenant required by
the working capital facility. The Company was unable to attain
an acceptable waiver with the bank group that would enable the
Company to utilize the working capital facility in order to
purchase Spring merchandise. This resulted in trade vendors
significantly limiting the flow of merchandise to the Company's
stores. The Company filed a voluntary Chapter 11 petition in
February 1991 in order to obtain working capital financing to
ensure continuous flow of merchandise to its stores.
Throughout the bankruptcy proceedings, the management team
continued to implement the business improvement plan that it had
previously initiated. As a result of reviewing all lease
contracts on stores operating at the bankruptcy filing, 36 stores
were closed with the Company's maximum lease liability for these
stores being settled by the operation of the Bankruptcy Code.
The Company was also able to obtain concessions from landlords in
many stores which it continued to operate. The effect of these
concessions was to either reduce the annual occupancy expense or
give the Company the option to shorten the minimum remaining term
under the lease agreement. See "Properties - Store Leases."
The Reorganization Plan was confirmed in July 1992 and
consummated in August 1992. The prior working capital and letter
of credit facility of the Company was converted to a term loan
and most of the general unsecured creditors of the Company,
including holders of approximately $76 million in debentures,
were converted to stockholders of the Company. Upon consummation
of the Reorganization Plan, the former debentureholders owned
approximately 72% of the outstanding common stock, with other
former general unsecured creditors owning approximately 27% of
the outstanding common stock and the prior holding company owning
less than 1%. As a result of the Reorganization Plan, the
Company's debt service requirements were significantly reduced
from pre-bankruptcy levels.
The Company has reported the following operating results
immediately prior to and since the consummation of the
Reorganization Plan (dollars in thousands):
<TABLE>
<CAPTION>
Predecessor
Reorganized Company Company
52 Weeks 53 Weeks 52 Weeks 52 Weeks 27 Weeks 26 Weeks
Ended Ended Ended Ended Ended Ended
February February January January January July
1, 1997 3, 1996 29, 1995 30, 1994 31, 1993 26, 1992
<S> <C> <C> <C> <C> <C> <C>
Net Sales $288,392 $304,451 $302,241 $302,858 $176,804 $130,757
Gross Margin $ 93,517 $ 96,763 $ 96,826 $ 92,504 $ 50,196 $ 40,289
Net Income $ 4,833 $ 2,086 $ 3,695 $ 2,857 $ 1,191 $ 54,637(1)
</TABLE>
(1) Includes non-recurring charges and extraordinary gain on
debt discharge in connection with the Company's Reorganization
Plan. With the change in ownership resulting from the
Reorganization Plan, the Company adopted fresh-start reporting in
accordance with the recommended accounting principles for
entities emerging from Chapter 11 as set forth in the American
Institute of Certified Accountants Statement of Position 90-7,
Financial Reporting by Entities in Reorganization Under the
Bankruptcy Code. The adjustments to record assets and
liabilities at their fair value were reflected in the financial
statements of the Predecessor Company for the 26 weeks ended July
26, 1992. Consequently, not all aspects of the result of
operations reported subsequent to July 26, 1992, for the
reorganized entity are comparable.
Overview of Current Operations
The Company is a regional retailer of moderately priced
family apparel operating under the names "Anthonys" and "Anthonys
Limited" with the majority of its stores in smaller communities
throughout the southwestern and midwestern United States. The
"Anthonys Limited" trademark was initially used in the Company's
"small store" concept. While the concept continues, all new
stores now use the "Anthonys" trademark.
In most of its rural markets, management believes that
Anthonys is the dominant -- and often only -- provider of
nationally-advertised branded apparel. As a result, the Company
has taken advantage of the recent dramatic growth in consumer
spending in non-metropolitan markets and is rapidly opening new
low-cost, highly profitable stores in these communities. The
"small store" concept, which the Company began implementing in
early 1995, utilizes on average less than one-half the selling
space of a traditional "Anthonys" store. This concept has
enabled the Company to profitably enter even smaller markets. The
Company thus has been able to bring rural customers merchandise
generally found only in malls and large full service department
stores in suburban and metropolitan communities. By supplying
branded merchandise, Anthonys is also able to comfortably coexist
with Wal-Mart and other similar discount chains, since these
discount stores do not generally carry branded apparel items
supplied by Anthonys. Simultaneously, these discount store
chains have caused a significant decline in the number of local
merchants who would otherwise compete with the Company.
The Company's operating philosophy is to offer national
brand apparel, including footwear, for the entire family at price
levels that provide value to the customer relative to other
options available. All of the stores operated by the Company
offer value priced merchandise with a focus on casual men's,
women's and children's apparel and shoes. Denim has historically
been the largest category for Anthonys, under the Chic, Lee,
Levi, Wrangler and various other labels.
At February 1, 1997, the Company operated 224 stores,
predominantly located in strip shopping centers, of which 199
stores operated under the name "Anthonys" and 24 under the name
"Anthonys Limited". The Company's stores are located in thirteen
states primarily in Arkansas, Kansas, Louisiana, Montana, New
Mexico, Oklahoma and Texas. The Company operates one store,
which is scheduled to close in the first quarter of fiscal 1997,
under the name "Exclusive Lee," that primarily sells branded
goods produced by the Lee Company.
The "Anthonys Limited" store represented a refinement of the
financial profile of a store designed to operate profitability in
the lower sales volume potential in the targeted rural markets.
The name "Anthonys Limited" was derived from the idea of
"limiting" the investment risk associated with the smaller store
profile, i.e. lower capital investment and shorter lease
commitments than are required in the larger "Anthony" stores.
During the initial testing of the "small store" concept, the 24
small stores opened in 1995 and early 1996 used the name
"Anthonys Limited." While management has decided to aggressively
pursue the "small store" concept, commencing in August 1996, all
new store openings using the "small store" concept will operate
under the "Anthonys" name. The decision to revert to using the
"Anthonys" name in the "small store" concept was made to
facilitate the interchange of graphics and store signage
throughout all of the Company's stores while taking advantage of
the goodwill of 75 years of advertising the "Anthonys" name.
The "small store" concept is targeted at communities with a
population of 5,000 to 10,000 to take advantage of the prevailing
lack of branded apparel retailers in rural areas. The Company's
objective is to capitalize on the exit of national retailers,
such as Sears and J.C. Penney, and local apparel boutiques from
those communities. These new, smaller stores (average size 8,000
square feet as compared to the overall Company store average size
of 16,000 square feet) are less expensive to operate and are
showing a higher return on assets than a traditional larger
"Anthonys" store at the same stage of development.
While 53 of the Company's stores are located in communities
which management considers metropolitan or highly competitive
markets ("metro" stores), 170 stores, including 43 of the "small
store" concept stores, are operated in rural communities where
the Company has considerable operating experience. The "metro"
stores average approximately 23,100 square feet in size while the
rural stores average approximately 13,700 square feet.
All of the purchasing and distribution, as well as
advertising and marketing activities of the Company, are
centralized at its corporate headquarters located in Oklahoma
City. Procurement of merchandise is made on the basis of purchase
orders and merchandise is principally distributed through the
Company's distribution center located in Oklahoma City. The
advertising and promotional strategy of Anthonys is designed to
improve its image as a value-oriented branded apparel retailer
for the entire family. The majority of the Company's advertising
is conducted through newspaper inserts and ads, direct mail and
broadcast media.
Growth Strategy
General. The Company's strategy is to take advantage of the
continuing growth in demand in rural markets for national brand
apparel. Anthonys has positioned itself as the dominant retailer
of such items in these communities and is often the only channel
of distribution for national brands, such as Levi, Lee, Nike,
Haggar, Wrangler, Reebok and others into these towns. As a
result, the Company occupies a niche that provides higher gross
margins and is less subject to the intense competition that often
characterizes rural market retailing, which is dominated by
discount store chains.
Anthonys has long been a major rural market retailer in the
southwest and midwestern states and is well known and well
respected by its customers throughout this region for providing
sought-after brand merchandise at value prices. The Company has
a long history of successfully entering small town markets with
new stores that allow its customers to obtain goods that they
otherwise would have to find in more metropolitan environments.
Beginning in the early 1980s, the decline in the domestic
energy market began to negatively affect consumer spending in the
Company's service areas. In the late 1980s, when the energy
sector began recovering, the Company was acquired in a leveraged
buyout. In 1991, the effects of the national economic downturn
forced the Company to reorganize under Chapter 11 of the
Bankruptcy Code. These events resulted in a reduction in the
Company's store growth. Because of the Chapter 11
reorganization, however, the Company was able to exit from
certain unprofitable stores and position itself better in its
remaining markets.
Following emergence from bankruptcy in 1992, Anthonys has
had the resources to begin store growth again. With the growth
and improvement in video and audio technology, management
believes consumer awareness of -- and demand for -- branded
products has rapidly increased. Recognizing this steadily
improving demand in its core rural markets, the Company developed
in 1994, and began rolling out in early 1995, its "small stores."
"Small Store" Concept. To deploy assets most profitably and
capitalize on underserved areas, the Company introduced the
"small store" concept in early 1995. Operating from a smaller
platform, the stores can be opened quickly and inexpensively.
Once operational, these stores provide a low-cost and thus highly
profitable means for the Company to expand into not only
communities where a traditional "Anthonys" store could be viable,
but also into even smaller towns that could not support the
larger format. To date, the return on investment in these stores
has been significantly higher than that experienced by the
Company with larger format stores.
"Small stores" will effectively compete with the regional
discounter by offering national brand apparel in all categories,
something which is not available at the discounter. The "small
stores" will differentiate themselves from existing privately
owned competitors which offer similar branded product by offering
better selection, better in-stock status and sharper pricing.
The "small store" differs from the traditional larger
"Anthonys" in not only size but also in product breadth and
depth. The "small stores" are designed to provide both a good
selection of branded merchandise in denim, footwear and
children's, as well as a reasonable array of women's and men's
items. The women's component of sales in the "small store" is
somewhat higher than in the traditional "Anthonys" because of a
lower level of competition these stores face from other chains
situated in the medium-sized communities.
The smaller store size also permits the Company to hire
personnel locally. This results in substantial labor savings by
not having to bring in career-track managers and employees from
other stores. The local staff also is an important marketing
tool for the small town stores through their interaction with
other members of the community.
Occupancy costs in the "small stores" are approximately 50%
lower per square foot because of lower property values and
availability of space. Another important factor is that minimum
lease terms are generally expected to be no longer than three
years; however, options for renewal beyond the base term are
easily obtained. Capital expenditures for leasehold improvements
and fixturing costs per square foot are not as great in
comparison to traditional "Anthonys" stores. All stores under
this concept have front-end customer checkout, minimizing the
required number of point of sales cash registers and making it
easier for employees to focus on loss prevention.
The Company had 43 "small stores" open at February 1, 1997.
Management expects the "small store" size will be the principal
format for new store openings and believes that substantial
opportunities exist throughout the region in which the Company
now operates for many more "small stores." Because of the remote
nature of many midwest and western states, the Company believes
opportunities exist in numerous states where it currently has
nominal or no operations. The Company believes that it can open
over 300 "small stores" over the next five years. In addition,
because of the relatively straight-forward store layouts and the
testing and experience obtained already, once a site has been
selected, the Company can build out and stock a new "small store"
very rapidly.
Merchandising. In addition to store growth opportunities,
the Company has demonstrated the ability to improve its gross
margins over the last several years and intends to continue
focusing on its merchandising mix. Historically, the women's
component of the Company's business has been less than its
competitors, due in large part to emphasis on men's items. Since
women comprise the majority of the Company's shoppers, the
Company is shifting its advertising and space allocation in the
existing traditional "Anthonys" stores slightly toward women's
wear to refocus women customers to buy for themselves, not just
for other members of the family. To facilitate this, the Company
is adding higher quality, branded women's items, which is
consistent with its merchandising in denim, footwear, men's and
children's and which should produce both higher sales figures and
better gross margins.
In the "small stores", the Company has been able to open
stores with a greater percentage of floor space devoted to
women's merchandise. This is being done to create the image as a
women's fashion store. As a result, the "small stores" have seen
women's wear sales as a percentage of total sales approximately
20% higher than in traditional "Anthonys" stores.
"Metro" Stores. As sunbelt areas have grown over time, many
traditional "Anthonys" stores that began as rural stores have
become part of suburban and metropolitan communities. The Company
classifies 53 stores as "metro" as of February 1, 1997. These
stores face competition from mall-oriented, large, full service
department stores and niche specialty stores. This competition
has hurt the Company's sales as well as its ability to maintain
gross margins. At the same time, the cost of operating such
stores has increased because of their urban locations. As a
consequence, the return on assets experienced by the Company in
the "metro" stores has been significantly less than the return on
assets in existing rural stores.
When the Company emerged from bankruptcy in 1992, it
dramatically reduced debt obligations which gave it the resources
to focus on new stores. Because most of the Company's rural
operating regions were still then feeling the adverse effects of
the recession, Anthonys elected to pursue a strategy of opening
stores in its existing metropolitan areas to better leverage its
advertising and other overhead. For the most part, however, this
strategy was only marginally successful, primarily because of the
continuing competition from the larger, full-line stores.
At February 1, 1997, over 85% of the "metro" store leases
have lease decision points in the next five years. If return on
assets from operating these stores is less than what is being
obtained in rural stores, the Company will shift resources away
from the metropolitan and highly competitive areas. The Company
has closed ten metro stores since implementing this "harvesting"
strategy in late fiscal 1995 (two in fiscal 1995 and eight in
fiscal 1996) and anticipates one to three possible closings to
occur in fiscal 1997. As leases expire or as the opportunities
arise, the Company will evaluate closing "metro" stores and
redeploying the cash flow generated to the new "small stores."
Because of the favorable lease structures and because of fairly
low liquidation costs, if return on assets declines in other
"metro" stores, Anthonys will be able to exit those markets and
generate cash to support the growth in rural markets beyond what
is being generated through operating cash flow. If the "metro"
stores maintain targeted return on investment, as most currently
are, they will remain open and leases will be extended.
Merchandise
All Company stores offer national brand apparel merchandise
and certain private label merchandise for the entire family.
The merchandise mix of the Company is weighted toward basic
casual wear with an appropriate mix of popular trend merchandise.
The Company is particularly strong in its offerings of denim and
footwear for men, women and children. In fiscal 1996, denim and
footwear sales contributed approximately 24% and 14%,
respectively, of total net sales. The Company offers key denim
brands such as Chic, H.I.S., Lee, Levi, and Wrangler labels and
shoes with key brands such as Dexter, Eastland, Keds, Laredo,
Nike and Reebok labels.
While the Company purchased merchandise from approximately
1,100 vendors in fiscal 1996, approximately 52% of its
merchandise came from 20 vendors because of the Company's
merchandise strategy emphasizing national brands. Key brands,
listed alphabetically, featured by the Company in the following
categories include:
Women's Alfred Dunner, The Apparel Workshop, Caliche,
Cathy Daniels, Cherry Stix, Chic, Copy Cats,
Donnkenny, Early Warning, Fritzi, Gloria
Vanderbilt, Hanes, Joe Boxer, Lee, Levi,
Lorraine, Mickey & Co., Miss Erika Inc., Next
Move, Oakhill, One Step Up, Playtex, Stuffed
Shirt, Vanity Fair
Men's Coliseum, Docker, Foria (Knights of the
Roundtable), H.I.S., Haggar, Hanes, Ivory Int.,
Joe Boxer, Lee, Levi, Munsingwear, Starter
Sportswear, Wrangler
Children's Bad Boy Club, Bugle Boy, Chic, Day Kids,
H.I.S., Health-tex, Lee, Levi, Oshkosh B'Gosh,
Top Boy
Footwear Airwair, Candies, Dexter, Doc Martin, Eastland,
Esprit, Fila, Hushpuppy, K Swiss, Keds, Laredo,
Mia, Nike, Reebok, Red Wing, Wolverine
As a complement to its branded merchandise, private label
merchandise of comparable quality is offered in selected
categories, using such trademarks as "C.R. & Co.," "C.R. Sport,"
"Copper Creek" and "Fastbak." These trademarks are registered
with the United States Patent and Trademark Office, but none of
them individually is material to the business of the Company.
Management believes that its private label merchandise provides
additional "value" to the customer by offering a quality
merchandise alternative at prices lower than national brands.
See "Business - Pricing." In addition, private label merchandise
often has higher gross margins than branded merchandise and
allows the Company to avoid direct price competition. Sales of
private label merchandise represented less than 10% of net sales
in fiscal 1996.
Merchandising responsibilities are segregated into four
divisions: (i) men's; (ii) women's; (iii) children's; and (iv)
footwear, lingerie, women's accessories/hosiery, and bed and
bath. Four divisional merchandise managers supervise 21 buyers.
Merchandise plans are developed by each buyer based on historical
sales, planned store openings and closings and any shift in
merchandising strategies or trends. A significant amount of the
Company's annual merchandise purchases are items subject to
replenishment purchase order control. Model stocks are
established by store for replenishment merchandise and maintained
by feeding sales history and automatically generating purchase
orders on a scheduled basis to replenish units sold. The Company
is making increased use of electronic data interchange with key
vendors to jointly monitor sales history and purchase order
initiation and status reporting. Merchandise purchases which are
not initiated via replenishment programs are based on historical
sales performance and existing merchandising and marketing
strategies.
The following table sets forth the approximate amount of net
sales contributed by each of the following categories of
merchandise for the presented periods (dollars in thousands):
<TABLE>
<CAPTION>
Fiscal 1996 Fiscal 1995 Fiscal 1994
% of % of % of
Category $ Total $ Total $ Total
<S> <C> <C> <C> <C> <C> <C>
Men's $108,721 37.7% $119,171 39.2% $116,303 38.5%
Women's 76,206 26.4% 78,624 25.8% 80,536 26.6%
Children's 43,651 15.1% 47,026 15.5% 48,773 16.1%
Footwear 39,001 13.5% 37,430 12.3% 36,269 12.0%
Lingerie 8,648 3.0% 9,482 3.1% 9,932 3.3%
Women's
Accessories/
Hosiery 9,501 3.3% 9,823 3.2% 9,827 3.3%
Bed & Bath 2,125 0.8% 2,484 0.8% 195 0.1%
Other 539 0.2% 411 0.1% 406 0.1%
Total $288,392 100.0% $304,451 100.0% $302,241 100.0%
</TABLE>
The shift in mix of business in fiscal 1995 as compared to
fiscal 1994 was primarily due to the weakness in women's business
experienced by much of the industry in 1995 combined with the
success of the Company's "Every Jean On Sale Everyday" marketing
campaign. See "Business - Pricing." This denim marketing
campaign inaugurated in fiscal 1995 had a greater impact on men's
denim business than on women's and children's.
Management's goal is to increase the percentage of women's
merchandise to total net sales in order to increase total net
sales and gross margin. Strategies to achieve this goal include:
* Placing more emphasis on career merchandise
* Devoting more selling square footage to women's merchandise
* Developing marketing programs targeting the 35 to 55 year
old female career customer
* Using market research to identify the female customer's
expectations
Pricing
The focus of the Company's pricing strategy is to offer
merchandise at prices targeted below those regularly charged by
department stores or national apparel stores. Pricing decisions
are established on a company-wide basis for all stores. Because
the level of competition can vary significantly between stores,
management implemented in fiscal 1995 a zone store pricing
system, under which prices are established at the corporate
office based, in part, on the individual store markets. Under
the zone pricing system, an item is priced in a specific store
based on one of three levels of competitive pricing, i.e. heavy,
moderate or light competition in the local store market.
Denim is positioned as a "draw" and is generally priced
more aggressively than other merchandise. In fiscal 1995, the
Company initiated an "Every Jean on Sale Every Day" campaign to
emphasize "value" pricing of denim. This campaign was tested
initially in the Oklahoma City market in the Spring of 1995, and
was expanded to a company-wide program in August 1995.
Customer Service
The Company has adopted customer service procedures to
provide a pleasant shopping experience for customers. A top
priority of area supervisors is the training of store personnel
to ensure they are following the procedures. Among other
practices, employees are to greet the customer within a specified
time of the customer's entry into the employee's work area to
offer assistance and to advise the customer of the special sales
then in effect.
In addition, customers are provided such other everyday
amenities as free gift wrap, free layaway purchase programs and
the convenience and benefits of the Anthony private label credit
card with special promotional events. A "Special Order" program
was implemented in fiscal 1996 to permit the customer to order
any item normally carried in the Company's inventory but not
available in a store due to space or other considerations.
Purchasing and Distribution
While the Company purchased merchandise from approximately
1,100 vendors in fiscal 1996, approximately 52% of its
merchandise came from 20 vendors because of the Company's
merchandise strategy emphasizing national brands. During fiscal
1996, the Company's purchases from Levi Strauss & Co. and Nike
represented approximately 20.3% and 9.8%, respectively, of its
total purchases. No more than 5% of total purchases were
attributable to any other single vendor. Consistent with general
practice in the retail industry, the Company does not have
exclusive or long-term contracts with any particular vendor.
Most of the Company's vendors are based in the United States,
which minimizes the lead time between placing orders and
receiving shipments, thus allowing the Company to react to
merchandising trends in a timely fashion. Although alternative
sources are generally available, the loss of any of the top 20
vendors could have an adverse effect on the Company.
Until recently, the Company has been following a practice of
flowing almost 85% of its merchandise purchases through the Company's
distribution center located in Oklahoma City. Merchandise deliveries
to the stores were made generally on a once a week basis (twice a week
in peak selling seasons) utilizing the Company's own transportation
fleet.
In an effort to reduce the shipment in-transit time and to increase
the efficiency of distribution center operations, the Company intends to
implement, in April 1997, new shipping practices and enhanced store
receiving and distribution center management control systems. The
new shipping practices will utilize third-party delivery services
to make daily deliveries from the distribution center to the
stores as well as increase the percentage of merchandise
deliveries directly to the store from the vendor's shipping
point. With this change it is expected that slightly more than
half of the merchandise purchases will be shipped directly to the
stores from the vendor.
Marketing and Advertising
The Company's marketing and advertising, which is centralized at
the corporate headquarters, is designed to enhance its image as a value-
oriented apparel retailer for the entire family. The Company conducts an
advertised sales promotion virtually every week utilizing a multi-
media approach, although newspaper advertisements and color
tabloids inserted into newspapers for distribution remain the
principal form of circulation. Several of the Company's key
vendors provide cooperative advertising funds. While planning
and design of the advertising events is done internally with
marketing, store operations and merchandising personnel all
participating, the Company currently outsources all production of
media events. Monthly strategies are developed around
promotional themes with special sales promotions for individual
stores being coordinated between the store and the corporate
advertising department.
The Company's marketing organization develops tailored programs
for small volume stores, medium volume stores and large volume stores.
The objective is to minimize inventory build-up in smaller stores for
advertised events and reduce the Company's dependency on insert tabloids
as a media format with greater utilization of newspaper
advertisements and broadcast media.
As a result of customer research surveys, the Company developed
a multi-media campaign during fiscal 1995 entitled "Telling Our Story"
using an outside spokesperson to reinforce to the customer the "value"
of shopping regularly at "Anthonys." The campaign focused on how
"Anthonys" delivers "value" to the customer under the themes of great
prices, convenience, quality merchandise and customer service.
Training programs were conducted in all stores to ensure that all
sales associates reinforce the "value" message with customers.
In the future, the program will reemphasize the "value" messages
and focus on the Company's merchandise selection, concentrating
on the women's merchandise offering.
In 1985, the Company initiated a private label charge card
program. Until late 1993, when the Company completed installation
of Point of Sale ("POS") cash registers in all stores, the
Company did not have sufficiently detailed history of customer
purchases to support significant investment in direct marketing
promotions to Anthony cardholders. Beginning in fiscal 1995, the
Company significantly increased its promotional efforts to
acquire more Anthony cardholders. As a result of these
promotions, the total number of cardholders almost doubled from
approximately 273,000 at the end of fiscal 1993 to 530,000 at the
end of fiscal 1995. At February 1, 1997 there were approximately
568,000 Anthony cardholders. Sales using the Anthony charge card
represented 18.0%,18.2%, and 14.6% of total sales in fiscal 1996,
fiscal 1995 and fiscal 1994, respectively. The Company intends
to continue promoting the benefits of the Anthony charge card and
improve cardholder activation rates to increase usage and
positively impact the trend of credit losses.
During fiscal 1996, the Company developed and implemented
direct marketing activities utilizing the Company's customer
database which is populated from various sources including the
Company's private label customer database, third-party credit
card data and layaway customer data. These activities target
specific groups of customers based on past purchase history and
on research data. The ability to focus advertising based on the
demonstrated buying preferences of customers yields efficiencies
in advertising costs. The Company has also recently developed a
new store opening strategy which concentrates on communicating
the value messages prior to the store opening and developing the
customer database for future direct marketing activities.
Under an arrangement with Citicorp Retail Services, Inc.
("CRS"), the Company sells its private label card receivables to
CRS at 100% of face value, less a stated discount. The Company
is also obligated to pay a fee to the third party processor for
bad debt losses equal to 50% of such losses in excess of 2.25% of
annual private label charge card sales. The Company records the
discount and accrues for its estimated obligation for bad debt
expense at the time the receivables are sold. Total portfolio
losses for fiscal 1996, fiscal 1995, and fiscal 1994 were 5.2%,
2.9%, and 2.0%, respectively, of the private label charge card
sales of which the Company share was 1.5% in fiscal 1996 and 0.3%
in fiscal 1995. Management of the Company expects portfolio
losses of approximately 6.4% in fiscal 1997, of which the Company
would be responsible for 2.1%.
Store Operations
Management of store operations is the responsibility of the
Vice President - Store Operations, who is assisted by thirteen
regional managers, four regional marketing managers, and 51 area
supervisors. Regional managers are responsible for the execution
of all marketing, merchandising and operational strategies in the
stores in their regions. Regional marketing managers are
responsible for the development, implementation and monitoring of
local market strategies to improve community involvement and
enhance profitable sales. The regional managers are assisted in
the supervision of the more remote geographic areas within their
regions by area supervisors. The area supervisors, who are also
store managers, have a demonstrated track record of successfully
running a store and developing other managers. Their principal
responsibility is to visit their assigned stores (on average 2 to
3 stores) to ensure that store personnel are properly trained and
are executing the Company's customer service and store operations
policies.
Stores that have annual sales of less than $1,250,000 gen
erally have a store manager and a "key carrier." Key carriers
are experienced employees who typically have responsibility for
one or more departments and handle store opening and closing
activities in the absence of the store manager. Larger stores
have one or more assistant managers. The number of employees
varies with store size and sales volume and also fluctuates with
the seasonality of the Company's business, peaking during the
Christmas selling season.
Store managers and assistant managers are compensated by a
combination of salary and incentive bonus. Bonuses for managers
and assistant managers are based on levels of sales and
profitability. Sales associates are compensated on an hourly rate
based on experience. Incentive contests are held in connection
with special marketing or promotional activities allowing sales
associates to earn additional income based on attainment of
specified quotas or production.
Stores are generally open 11 hours daily Monday through S
aturday. Most stores are also open Sundays for five to six
hours. Smaller stores typically are open nine hours daily six
days a week and are not generally open on Sunday. Hours are
extended during the holiday season and for special promotional
events.
Management Information Systems
In fiscal 1992, the Company began a phased implementation of
modern merchandise information reporting systems by installing
merchandise management reporting software. Simultaneously, the
Company commenced a phased roll-out of POS cash registers which
was completed in late fiscal 1993. With the installation of the
merchandise management reporting software, merchandise managers
were able to track merchandise investment and performance at
approximately 350 "classifications" versus the former ten
department levels of history provided by the old merchandise
management system. With ongoing enhancements to merchandise
management systems and associated business processes, merchandise
managers today track performance and status of individual items
of merchandise as well as at summary levels of merchandise
classes. In addition, the Company employs modern communication
methodologies including electronic data interchange (EDI) of
merchandise sales and inventory status with key vendors to
facilitate rapid replenishment and reduce required inventory
investment.
The Company has also focused on enhancing information sys
tems and business processes to reduce the time required by store
personnel in non-selling activities. In fiscal 1996, these
enhancements included simplification of the end of business day
cash balancing, introduction of an automated private label credit
card application capability, and improved processes for
merchandise receiving and transfer activities.
Management believes that the introduction of modern merch
andise reporting systems has been a significant factor in
improving operating performance in recent years due to enhanced
ability to monitor merchandise performance and profitability.
Competition
The retail apparel business is highly competitive, with p
rice, selection, fashion, quality, location, store environment
and service being the principal competitive factors. The Company
competes primarily with department stores, specialty stores, off-
price apparel stores and, to a lesser extent, discount stores.
Many competitors are large national chains with substantially
greater financial and other resources than those of the Company.
Management believes, however, the Company's operating strategy
reduces competition. See "Business - Growth Strategy."
In rural markets, the stores compete by offering a wide s
election of national brand apparel and private label merchandise
of comparable quality for the family at competitive prices. In
these markets, the only other source of a broad selection of
branded family apparel frequently is a national or regional
discount mass merchandise retailer, which does not offer the
national brand selection presented in the Company's stores. In
larger markets, where the Company's stores compete with other
retailers of national brand apparel, the Company differentiates
itself by offering prices below those of full-line department and
specialty stores prices and the convenience of strip-center store
locations. See "Business - Customer Service," " - Pricing" and "
- - Store Locations."
Store Locations
While the Company's stores are located primarily in rural
communities, at February 1, 1997, the Company operated 53 stores
considered by management to be in metropolitan or highly
competitive markets ("metro markets"). Metro markets offer
customers the alternative of shopping at full-line department
stores or specialty apparel stores located in malls or "power
strip centers" (strip centers occupied by national retailers that
offer a very broad selection of merchandise in relatively focused
merchandise categories; e.g. home improvement, office supplies
and products, electronics) in addition to other specialty
department or apparel stores located in strip shopping centers
similar to the Company's store locations. The stores located in
metro markets accounted for 36% of total Company sales in fiscal
1996. The remaining 170 stores, including 43 of the "small
stores," are operated in rural communities with populations
ranging from 2,000 to 37,000. The "metro" stores average
approximately 23,100 square feet in size while the rural stores
average approximately 13,700 square feet.
While many stores are located in the downtown shopping area
of rural communities, the most prevalent location is in a strip
shopping center on a main traffic roadway. The centers are
typically occupied by other national or regional retailers
including discount mass merchandisers, specialty apparel, arts
and crafts stores, discount drug stores and large volume grocery
stores. Management believes that locating close to large volume
discount mass merchandise retailers, such as Wal-Mart Stores, has
a positive impact on store sales. The Company benefits from the
traffic created by such retailers since the key national brands
offered in the Company's stores are not generally available at
discount mass merchandisers.
The Company periodically reviews existing store locations.
Based on its review, an existing store location may be closed,
expanded, relocated or remodeled.
The Company operates one store, which is scheduled to close
in the first quarter of fiscal 1997, under the name "Exclusive
Lee," that primarily sells branded goods produced by the Lee
Company. The store accounted for 0.13% of net sales in fiscal
1996.
At February 1, 1997, the Company had 224 stores located in
13 states as follows:
Arizona 1
Arkansas 10
California 1
Colorado 3
Iowa 2
Kansas 19
Louisiana 11
Missouri 5
Montana 12
New Mexico 19
Oklahoma 60
Texas 70
Wyoming 11
Total 224
Expansion Strategies
The following table sets forth information with respect
to store openings, closings, remodelings and relocations during
the last five fiscal years.
<TABLE>
<CAPTION>
Fiscal Years Ended
February February January January January
1, 1997 3, 1996 29, 1995 30, 1994 31, 1993
<S> <C> <C> <C> <C> <C>
Number of stores
beginning of period 208 197 189 182 181
New stores opened
during the period 30 17 8 8 3
Stores closed during
the period (14) (6) - (1) (2)
Number of stores
open, end of period 224 208 197 189 182
Stores remodeled,
relocated or expanded
during the period 14 8 20 15 29
</TABLE>
From consummation of the Reorganization Plan in August
1992 through fiscal 1995, the Company's principal expansion
strategy was to open stores under the "Anthonys" name in metro
markets where the Company had existing locations and in
communities with populations of 10,000 to 30,000. A key
consideration in many of these new store openings was the ability
to leverage existing advertising program and freight costs over a
larger sales volume. The average size of the 17 "Anthonys" stores
opened from August 1992 through fiscal 1995, was 22,700 square
feet. The sales performance of certain of these stores did not
achieve the levels management had expected. One of these stores
was closed in fiscal 1995 and five were closed in fiscal 1996.
In fiscal 1995, the Company embarked on the expansion
strategy of focusing new store openings in the smaller rural
communities under the "small store" concept. See "Business -
Growth Strategy." Thirteen and thirty "small stores" were opened
in fiscal 1995 and fiscal 1996, respectively. The fiscal 1997
budget contemplates the opening a minimum of 50 small stores if
suitable locations can be found.
Commencing in fiscal 1995, the Company implemented a
"harvesting" strategy for its "metro" stores. As leases expire
or as opportunities arise, the Company will evaluate closing
metropolitan stores and redeploy the cash flow generated to the
new "small stores." Because of the favorable lease structures
and because of fairly low liquidation costs, if return on assets
declines in other metropolitan stores, Anthonys will be able to
exit those markets and generate cash to support the growth in
rural markets beyond what is being generated through operating
cash flow. If the metropolitan stores maintain targeted return
on investment, as most stores currently are, they will remain
open and leases will be extended. The following table summarizes
the store opening and closing activity by nature of the market
for the periods presented:
<TABLE>
<CAPTION>
Fiscal Year Ended
February 1, February 3, January 29,
1997 1996 1995
<S> <C> <C> <C>
Opened:
Metro - 1 5
Rural 30 15 2
"Clearance" stores - 1 1
Total Opened 30 17 8
Closed:
Metro (8) (2) -
Rural (3) (4) -
"Clearance" stores (3) - -
Total Closed (14) (6) -
Net change in store count 16 11 8
</TABLE>
Employees
As of March 20, 1997, the Company had approximately 2,000
full-time employees and 950 part-time employees. No union
represents any employees and management believes that the
Company's relationship with its employees is good.
Environmental Issues
Management does not believe that compliance with federal,
state or local environmental provisions has had a material effect
on the Company. However, in fiscal 1995, the bombing of the
Alfred P. Murrah Federal Building in Oklahoma City dislodged
asbestos in the corporate headquarters which the Company was
required to remove. Substantially all of the removal costs of
approximately $175,000 were covered by the Company's insurance.
ITEM 2. PROPERTIES
Headquarters
The only real estate owned by the Company is its corporate
headquarters, located at 701 North Broadway, Oklahoma City and
three adjacent parking lots. The headquarters building was
originally constructed in 1904, with additions added in the
1950's, and contains approximately 69,000 square feet,
principally consisting of office space.
The headquarters building incurred damages of approximately
$1,300,000 as a result of the explosion associated with the April
1995 bombing of the Alfred P. Murrah Federal Building in Oklahoma
City. The cost of restoration was substantially covered by the
Company's insurance.
Store Leases
All of the stores are located in space leased by the
Company. The use of leased, rather than owned, space allows the
Company to expand without incurring substantial indebtedness.
Management also believes that the flexibility afforded by leases
and the avoidance of the risks of real estate ownership confer
substantial benefits on the Company.
Although the Company's lease portfolio contains leases whose
terms vary considerably, the Company is making a continuing
effort to convert its store leases to a standard store lease form
used by the Company.
Each lease contains one of three types of rent provisions:
(i) fixed rent payable by the Company, (ii) rent payable by the
Company based on a percentage of sales revenues by the Company in
that store location, or (iii) fixed rent payable by the Company
and additional rent based on a percentage of sales revenues by
the Company in that store location, typically over a specified
dollar amount of sales revenues. Leases may also provide for the
Company to pay some or all of the insurance, maintenance and
taxes associated with the leased premises. Lease costs
constituted approximately 3.5% of net sales in fiscal 1996.
The leases typically provide for an initial term, often
coupled with an option to extend the lease for an additional term
or terms. At February 1, 1997, over 80% of the Company's leases
will expire within the next five years unless the Company
exercises options, if any, granted under the leases. The Company
has not experienced any undue difficulty renewing or extending
leases on a satisfactory basis.
The following table sets forth, as of February 1, 1997, the
number of stores whose current lease terms will expire in each of
the following fiscal years and the associated number of stores
which the Company has options to extend the lease term:
<TABLE>
<CAPTION>
Metro Rural
With With
Fiscal Year # of Stores(1) Options # of Stores Options
<S> <C> <C> <C> <C>
Month-to-Month 2 - 4 -
1997 8 4 22 12
1998 8 6 42 36
1999 10 8 54 45
2000 9 7 20 15
2001 9 6 8 4
Thereafter 7 5 20 18
53 36 170 130
</TABLE>
(1) Excludes the "Exclusive Lee" store which the Company
vacated in March, 1997 at lease expiration.
Distribution Center
The Company leases approximately 214,000 square feet of
warehouse space in Oklahoma City for use as a distribution
center. The current monthly rent payable by the Company under
the lease is $40,108. The Company is also responsible for the
payment of a pro rata portion of the taxes, insurance and
maintenance on the building in which the warehouse space is
located. The current lease term expires on January 31, 2000. The
lease grants the Company the option to extend the lease for one
additional term of five years.
ITEM 3. LEGAL PROCEEDINGS
The Company is currently subject to certain litigation in
the normal course of business which, in the opinion of
management, will not result in a material adverse effect on the
Company's business, financial position, or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Market Information
The common stock has been quoted on the Nasdaq National
Market System (Nasdaq symbol "CRAU") since August 7, 1996. On
March 21, 1997, the last reported sale price of the common stock
on the Nasdaq National Market System was $7.63 per share. The
following table sets forth for the period indicated the range of
the high and low sale prices for the common stock as reported on
the Nasdaq National Market System. These prices do not include
retail mark-up, mark-down or commission.
Fiscal 1996 High Low
Third Quarter (from August 7, 1996
through November 2, 1996) $4.63 $3.00
Fourth Quarter $6.44 $3.88
Prior to the listing of the common stock on the Nasdaq Nat
ional Market System, a limited public trading market existed for
the common stock. Through the first fiscal quarter ended May 4,
1996, trading in the common stock was limited and sporadic and
did not, in the view of the Company, constitute an established
public trading market. During the second fiscal quarter ended
August 3, 1996 and through August 6, 1996, market making and
trading activity in the common stock increased. During such time
period, the high and low sales price for the common stock ranged
from $1.25 to $4.13, as posted on the Nasdaq Over the Counter
Bulletin Board. These prices do not include retail mark-up, mark-
down or commission.
Holders
On March 21, 1997, there were 653 holders of record of the
Company's common stock.
Dividends
The Company anticipates that all future earnings will be
retained to finance future growth. Furthermore, the loan
agreement with respect to its present working capital and letter
of credit facility prohibits the Company from paying dividends on
its common stock. Even absent such restriction, the Company has
no present intention of paying any dividends on its common stock
in the foreseeable future.
ITEM 6. SELECTED FINANCIAL DATA
SELECTED CONSOLIDATED FINANCIAL DATA
The following table presents selected historical financial
data for the Company for the periods presented and should be read
in conjunction with the audited financial statements (in
thousands, except store and per share data).
<TABLE>
<CAPTION>
Predecessor
Reorganized Company (1) Company
Second Half First Half
Fiscal 1996 Fiscal 1995 Fiscal 1994 Fiscal 1993 Fiscal 1992 Fiscal 1992
<S> <C> <C> <C> <C> <C> <C>
Income Statement Data:
Net sales $ 288,392 $ 304,451 $ 302,241 $ 302,858 $ 176,804 $ 130,757
Gross margin $ 93,517 $ 96,763 $ 96,826 $ 92,504 $ 50,196 $ 40,289
Selling,
general, and
administrative
expense 69,012 73,317 72,188 70,580 39,297 32,869
Advertising 10,461 12,997 12,599 11,675 6,401 5,789
Depreciation
and amortization 4,315 4,862 3,817 3,280 1,249 2,197
Income (loss)
before interest
expense,
reorganization
items, fresh-
start
adjustments,
income taxes
and
extraordinary item 9,729 5,587 8,222 6,969 3,249 (566)
Interest expense 1,806 2,577 2,165 2,207 1,296 1,076
Income (loss)
before
reorganization
items, fresh-
start
adjustments,
Income taxes
and
extraordinary item 7,923 3,010 6,057 4,762 1,953 (1,642)
Reorganization
items - - - - - (2,309)
Fresh-start
adjustments - - - - - (5,839)
Income (loss)
before income
taxes and
extraordinary item 7,923 3,010 6,057 4,762 1,953 (9,790)
Income tax
benefit
(expense) (3,090) (924) (2,362) (1,905) (762) -
Net income
(loss) before
extraordinary item 4,833 2,086 3,695 2,857 1,191 (9,790)
Extraordinary
item - gain on
debt discharge - - - - - 64,427
et income $ 4,833 $ 2,086 $ 3,695 $ 2,857 $ 1,191 $ 54,637
Weighted
average common
stock and
common stock
equivalents
outstanding(2) 9,140,490 9,005,245 9,003,497 9,000,000 9,000,000 100
Net income per
common share (2) $0.53 $0.23 $0.41 $0.32 $0.13 $546,370
</TABLE>
<TABLE>
<CAPTION>
Reorganized Company
February February January January January
1, 1997 3, 1996 29, 1995 30, 1994 31, 1993
<S> <C> <C> <C> <C> <C>
Balance Sheet Data:
Working capital $63,546 $62,199 $54,116 $52,676 $50,262
Net property and equipment $17,022 $15,331 $14,911 $13,146 $11,446
Total assets $118,728 $117,060 $109,392 $96,195 $91,279
Long-term debt $14,742 $25,183 $15,859 $17,023 $17,042
Stockholders' equity $72,059 $67,135 $65,049 $53,275 $44,953
</TABLE>
<TABLE>
<CAPTION>
Combined Fiscal
Reorganized Company Year
Fiscal Fiscal Fiscal Fiscal Fiscal
1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
Selected Other Data:
Net sales per store
(000's) (3) $1,490 $1,544 $1,572 $1,632 $1,694
Selling sq. ft. per
store (3) 15,000 14,677 14,497 14,507 14,486
Net sales per selling
sq.ft.(3) $99.35 $105.18 $108.46 $112.49 $116.97
Comparable store
sales percentage
increases(decrease)(3) (4.10%) (1.29%) (3.75%) (3.62%) (0.93%)
Depreciation and
amortization $4,315 $4,862 $3,817 $3,280 $3,446
Inventory turnover (4) 2.3 2.5 2.7 2.9 3.0
Number of stores (end
of period) 224 208 197 189 182
Total selling sq. ft.
(end of period) 2,976,283 3,033,112 2,913,998 2,762,161 2,647,939
Capital expenditures
(000's) $5,868 $4,812 $5,298 $4,706 $3,959
</TABLE>
Notes to Selected Consolidated Financial Data:
(1) On August 3, 1992, the Company emerged from bankruptcy
proceedings pursuant to the confirmed Reorganization Plan. See
"Business - History." For financial reporting purposes, the
effective date of the Reorganization Plan was July 26, 1992, the
last day of the second fiscal quarter of fiscal 1992. The
Company adopted fresh-start reporting in accordance with the
recommended accounting principles for entities emerging from
Chapter 11 as set forth in the American Institute of Certified
Accountants Statement of Position 90-7, Financial Reporting by
Entities in Reorganization Under the Bankruptcy Code.
Accordingly, the results of operations reported subsequent to
July 26, 1992 are not prepared on a basis comparable to the prior
periods.
(2) Information regarding the Predecessor Company is not
meaningful due to the recapitalization of the Company under the
Reorganization Plan. See "Business - History".
(3) Reflect data only from comparable stores. Comparable stores
are those stores which were open for the entire period in that
fiscal year and the immediately preceding fiscal year.
(4) Represents costs of sales for the period divided by ending
inventory.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Company operates on a fiscal year distinct from the
calendar year. References to fiscal 1992, fiscal 1993, fiscal
1994, fiscal 1995, fiscal 1996, and fiscal 1997 refer to the
fiscal years ended January 31, 1993, January 30, 1994, January
29, 1995, February 3, 1996, February 1, 1997, and January 31,
1998, respectively. References to a fiscal period refer to the
12 accounting periods comprising a fiscal year, each of which is
a four or five week period under the Company's "4-5-4" method of
accounting.
On March 5, 1997, the Company entered into an Agreement and
Plan of Merger (the "Merger Agreement") and a Termination Option
Agreement (the "Termination Agreement") with Stage Stores, Inc.
("Stage Stores"), a Houston-based retailer of apparel in the
central United States. See "Business - Merger with Stage Stores,
Inc." The Merger Agreement and the Merger are subject to
approval by the stockholders of the Company and certain other
conditions including adequate financing by Stage Stores.
References in the following "Management's Discussion and Analysis
of Financial Condition and Results of Operations" to operating
plans, future trends, store openings, and capital expenditures
are made with the assumption that the Merger does not occur and
the Company is continuing on a stand-alone basis.
Results of Operations
The following table presents selected results of operations
expressed as a percent of net sales:
<TABLE>
<CAPTION>
Fiscal Fiscal Fiscal
1996 1995 1994
<S> <C> <C> <C>
Net sales 100.0% 100.0% 100.0%
Gross margin 32.4% 31.8% 32.0%
Selling, general and administrative expense 23.9% 24.1% 23.8%
Advertising 3.7% 4.3% 4.2%
Depreciation & amortization 1.5% 1.6% 1.3%
Interest expense 0.6% 0.8% 0.7%
Income from operations 2.7% 1.0% 2.0%
</TABLE>
Net sales. Net sales for fiscal 1996 were $288,392,000 as
compared to $304,451,000 in fiscal 1995. Fiscal 1995 was a fifty-
three week fiscal year with an "extra" week being reported in the
fourth quarter. Comparable store sales for fiscal 1996, adjusted
to eliminate the extra week from fiscal 1995, declined 3.6%.
Comparable store sales declined 2.4% on a fifty-two week basis in
comparing fiscal 1995 to fiscal 1994.
While comparable store sales had increased 1.7% during the
first three quarters of fiscal 1995, the Company experienced
comparable store sales declines during the fourth quarter of that
year. Sales volume in the fourth quarter of fiscal 1995 was very
disappointing for apparel retailers in general. Due to the
softness in demand in that quarter, management made the decision
to curtail selected promotional events during the 1995 holiday
season. This step was taken to optimize profitability. Because
of the relative success of the less promotional strategy followed
in the fourth quarter of fiscal 1995, the Company continued this
strategy of achieving profitable sales volume during fiscal 1996.
This strategy inaugurated a program of pricing merchandise to
achieve a higher initial markup while following a less aggressive
advertising plan which utilized fewer inserts and expanded use of
direct marketing. See "Advertising Expense" discussion below.
While this fiscal 1996 strategy resulted in comparable store
sales declines, the Company experienced an improvement in
profitability over the prior year in each quarter.
Net sales for fiscal 1996 also reflects a net decrease of
$3,231,000 associated with store openings and closings. The
Company's strategy initiated in fiscal 1995 has been to open
smaller stores in rural markets while closing stores in
underperforming metropolitan or highly competitive markets
("metro" stores). Although the Company opened 30 stores and
closed 14 during fiscal 1996, total selling square footage
decreased to 2,976,283 at February 1, 1997 from 3,033,112 at
February 3, 1996. The average selling square footage of the
stores opened was approximately 6,200 while the average selling
square footage of closed stores was approximately 16,500. The
Company expects the rate of closings of the larger "metro" stores
to decrease in fiscal 1997, with one to three possible closings
to occur. The Company plans to open a minimum of 50 of the
smaller stores in fiscal 1997.
Gross Margin. The decline in gross margin dollars in fiscal
1996 from fiscal 1995 was primarily due to the decline in sales.
This was partially offset, however, by the improved gross margin
percent. While the increase in the margin percent was primarily
related to the decrease in the percent of total sales contributed
by denim categories (24% in fiscal 1996 as compared to 26% in
fiscal 1995), which generally have a lower margin, and
establishing higher initial mark-ups, margins were also enhanced
by a higher percent of total sales coming from rural stores (64%
in fiscal 1996 as compared to 59% in fiscal 1995). The rural
stores tend to operate at a higher gross margin percent. Gross
margin was essentially flat in comparing fiscal 1995 to fiscal
1994.
Selling, General and Administrative Expense. The reduction
in selling, general and administrative expense in fiscal 1996 as
compared to fiscal 1995 was principally related to personnel
costs in stores due to lower sales volume and productivity gains
from improved business processes and management practices. The
increases in selling, general and administrative expense of
$1,129,000 (or 1.6%) in fiscal 1995 compared to fiscal 1994
resulted principally from the increased selling square footage
associated with operating more stores. Non-comparable stores
(new and closed stores) in fiscal 1995 compared to fiscal 1994
represented a net increase in expense of $2,037,000. The
selling, general and administrative costs of operating comparable
stores actually decreased in fiscal 1995 as compared to fiscal
1994 by $1,382,000. This decrease was the result of lower
personnel costs from decreases in volume and implementing better
information systems and improved management practices. The costs
associated with the Company's corporate offices remained
relatively flat in fiscal 1995 compared to fiscal 1994 except for
approximately $400,000 of increase in fiscal 1995 associated with
severance payments due to a reduction in corporate office staff.
While it is not practicable to estimate the potential impact
on selling, general and administrative expense of the Merger, the
Company expects to incur significant costs related to
professional fees, solicitation expenses for stockholder
approval, and other transaction expenses. If the Merger is not
consummated, such expenses would be of a non-recurring nature.
Advertising Expense. The decrease in advertising expense in
fiscal 1996 as compared to fiscal 1995 and 1994 was principally
reflective of the shift in strategy discussed above in "Net
Sales" and because of major program expenses incurred in fiscal
1995 and 1994 which were not incurred in fiscal 1996. In fiscal
1995, the Company was introducing a campaign of "Every Jean On
Sale Everyday." While this promotional strategy continues to be
utilized, the marketing costs of maintaining the program are
lower than the startup costs incurred in the prior year. Also in
fiscal 1995, the Company developed a multi-media campaign
entitled "Telling Our Story" using an outside spokesperson to
reinforce to the customer the "value" of shopping regularly at
"Anthonys." The campaign focused on how "Anthonys" delivers
"value" under the themes of great prices, convenience, quality
merchandise and customer service. In fiscal 1994, the Company
began to aggressively market its private label credit card
program to increase the number of cardholders under the Company's
private label charge card program and the use of the card during
Christmas 1994. See "Business - Marketing and Advertising."
While the Company continues to promote expansion of its private
label credit program, modifications have been made to incentive
programs which have reduced costs for this endeavor.
Depreciation. Depreciation and amortization expense in
fiscal 1995 was higher than in fiscal 1996 and 1994 principally
due to the shortening of estimated useful lives of leasehold
improvements for stores closed in fiscal 1995 and fiscal 1996.
Also, contributing to the increase in fiscal 1995 was the write-
off of approximately $114,000 of deferred financing costs
associated with the long-term debt pay-off by the Company. See
"Liquidity and Capital Resources."
Interest Expense. Interest expense decreased $771,000, or
29.9%, in fiscal 1996 compared to fiscal 1995. The decrease was
the result of 19.3 % lower average borrowings during fiscal 1996
compared to fiscal 1995 and lower interest rates. During the
second half of fiscal 1995, interest rates declined as a result
of the more favorable pricing under the amended and restated loan
agreement entered into July 27, 1995. See "Liquidity and Capital
Resources." Interest expense increased $412,000, or 19.0%, in
fiscal 1995 compared to fiscal 1994. This increase resulted from
increases in the interest rate paid by the Company on its working
capital and letter of credit facility in the first half of fiscal
1995 as a result of generally rising interest rates and higher
average outstanding borrowings thereunder.
Tax Expense. The Company's effective tax rate was 39%, 31%,
and 39% in fiscal 1996, fiscal 1995, and fiscal 1994,
respectively. The principal differences from the federal
statutory rate were state income taxes and general business
credits.
Net Income. As a result of the above factors, net income
increased $2,747,000, or 131.7% to $4,833,000 in fiscal 1996
compared to $2,086,000 in fiscal 1995. Net income decreased
$1,609,000, or 43.5%, in fiscal 1995 compared to fiscal 1994 net
income of $3,695,000.
Liquidity and Capital Resources
The Company's primary cash requirements are for seasonal
working capital and capital expenditures in connection with its
new store expansion and remodeling programs, equipment and
software for information systems and distribution center
facilities. The Company's inventory levels build in early Spring
for the Easter and spring selling season, in early Summer for the
back-to-school selling season, and throughout the Fall, peaking
during the Christmas selling season. Accounts receivable,
consisting principally of layaway receivables, peak during July
due to the back-to-school layaway promotion and decrease during
the third quarter as payments are received. Capital expenditures
typically occur throughout the year.
The Company's primary sources of funds are cash flow from
operations, borrowings under its working capital and letter of
credit facility, and trade accounts payable. Terms for trade
accounts payable are generally 30 days with the total of trade
accounts payables fluctuating with the timing of merchandise
receipts.
The Company also has a private label charge card program.
The charge card receivables are sold to a third party processor
on a without recourse basis at 100% of face value, less a stated
discount rate. The Company is also obligated to pay a fee to the
third party processor for bad debt losses equal to 50% of such
losses in excess of 2.25% of annual private label charge card
sales. The Company records the discount and accrues for its
estimated obligation for bad debt expense at the time the
receivables are sold. Total portfolio losses for fiscal 1996 and
fiscal 1995 were 5.2% and 2.9%, respectively, of the private
label charge card sales of which the Company share was 1.5% in
fiscal 1996 and 0.3% in fiscal 1995. The Company expects
portfolio losses to continue at a rate of approximately 6.4% in
fiscal 1997, of which the Company would be responsible for 2.1%.
The Company had net operating loss carryforwards of
approximately $14,000,000 at the end of fiscal 1996. The benefit
of the net operating loss carryforwards has been fully recorded
as a deferred tax asset. The Company can deduct approximately
$2,700,000 of the loss carryforward each year through fiscal 2007
which, at current effective income tax rates, produces a tax
savings annually of approximately $1,050,000.
The increase in cash flow from operating activities in
fiscal 1996 compared to fiscal 1995 was due in part to improved
operating results. However, the principal cause for improvement
was a reduction during fiscal 1996 in required working capital,
contrasted to an increase in fiscal 1995. The change in working
capital was due to lower average inventory investment throughout
most of fiscal 1996. Purchases of inventory during fiscal 1996
were approximately $22,826,000 less than fiscal 1995.
Outstanding borrowings of long-term debt, which were $9,324,000
higher at the end of fiscal 1995 compared to fiscal 1994, were
$10,348,000 lower at February 1, 1997 as compared to February 3,
1996.
Net cash used for capital expenditures was $5,868,000,
$4,812,000, and $5,298,000 in fiscal 1996, fiscal 1995, and
fiscal 1994, respectively. These amounts include the following
expenditures in the following fiscal years (dollars in
thousands):
1996 1995 1994
Store expenditures:
New stores - small format $2,009 $ 991 $ -
New stores - large format - 1,093 1,961
New stores - clearance - 32 16
Remodels, expansions, and 355 1,043 1,194
relocations
Other 367 762 865
Information systems 1,545 585 1,037
Distribution center 971 - -
Other 621 306 225
Total $5,868 $4,812 $5,298
Number of stores opened:
Small format 30 13 -
Large format - 3 7
Clearance store format - 1 1
The Company's capital expenditures in fiscal 1997 are
expected to total approximately $8,000,000 which includes the
opening a minimum of 50 stores, all of the small store format,
and the relocation of 2 stores.
On July 27, 1995, the Company entered into an Amended and
Restated Loan Agreement (the "Agreement") maturing July 26, 2000.
The Agreement replaced the revolving credit agreement which was
scheduled to mature August 3, 1995. The Agreement provides for
revolving credit borrowings, letters of credit and $20 million of
long-term debt with a $2 million annual reduction. Available
borrowings are based on a percentage of eligible inventory, as
defined, with a maximum of $60 million to be reduced annually by
a $2 million long-term principal payment. The Company classifies
as non-current revolving credit borrowings up to the maximum long-
term portion available for the next fiscal year. The rate of
interest on borrowings is at the index rate (thirty-day dealer
commercial paper or LIBOR at the Company's election) plus 2% per annum
plus a fee of 0.25% on the unused portion of the facility. The
Agreement is secured by a lien on substantially all assets of the
Company. Proceeds from the Agreement were used to pay off the
$15,368,000 secured note payable to the former bank group which
had provided for $3 million annual principal reductions and
matured June 1, 1999. By paying off the term debt, the Company
achieved a slight improvement in interest cost and reduced the
annual principal payment obligation from $3 million to $2
million.
Effects of Inflation
The consolidated financial statements and related
consolidated financial data presented herein have been prepared
in accordance with generally accepted accounting principles and
practices within the retail industry which require the
measurement of financial position and operating results in terms
of historical dollars without considering the changes in the
relative purchasing power of money over time due to inflation.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements and supplementary data
of the Company are set forth on pages F-1 through F-15 inclusive,
immediately following the signature page of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the name, age and
principal positions held by each director and each executive
officer of the Company.
Name Age Principal Positions
John J. Wiesner 59 Chairman of the Board and
Chief Executive Officer
James J. Gaffney 56 Director
Alan Melamed 67 Director
Willard C. Shull, III 56 Director
Jeffrey I. Werbalowsky 40 Director
Michael J. Tanner 50 President and Chief Operating
Officer
Michael E. McCreery 48 Vice Chairman and Chief
Administrative Officer
John J. Wiesner has served as Chairman of the Board of the
Company since February 1990, and as Chief Executive Officer and a
director of the Company since April 1987. Mr. Wiesner served as
President of the Company from April 1987 to February 1990, and
from September 1992 to January 1995. From 1977 to 1987, Mr.
Wiesner was employed by Pamida, Inc., an operator of discount
stores in the midwestern United States, serving as Corporate
Controller from 1977 to 1979, Senior Vice President from 1979 to
1981, Senior Executive Vice President and Chief Financial Officer
from 1981 to 1985 and Vice Chairman of the Board and Chief
Administrative Officer from 1985 to 1987. Prior to joining
Pamida, Inc., Mr. Wiesner was employed for seven years by Fisher
Foods, Inc., a supermarket chain, attaining the position of Vice
President and Controller.
James J. Gaffney has served as a director since August 1992.
Since September 1995, Mr. Gaffney has served as President and
Chief Executive Officer of General Aquatics Corp., a manufacturer
of pools and pool equipment. Mr. Gaffney also serves as a
director of California Federal Savings & Loan and as a director
of Insilco Corp., a conglomerate, and is Chairman of the Board of
Hamburger Hamlet, Inc. Mr. Gaffney was President of KDI D/H
Holding Co. ("KDI"), a holding company for several electronic
companies, from October 1993 until September 1995, at which time
the holdings of KDI were restructured and several companies in
the KDI group were combined to form General Aquatics Corp. From
August 1991 to July 1992, Mr. Gaffney served as President and
Chief Executive Officer of International Tropic-Cal, Inc., a
designer, importer and distributor of optical products and hair
accessories. From September 1989 to August 1991, he was a
consultant with Turnaround Management. From August 1989 to March
1990, he served as Chairman of the Board and Chief Executive
Officer of Ayers/Chairmakers, Inc., a furniture manufacturer, and
from December 1986 to June 1988, he served as Chief Executive
Officer of Brown Jordan Company, a manufacturer of casual
furniture and indoor and outdoor lighting products.
Alan Melamed has served as a director since August 1992.
Mr. Melamed serves as President of Alan M. Associates, which he
founded in 1975. Alan M. Associates represents manufacturers,
wholesalers and financial institutions with respect to debt
recovery problems and financial restructuring of their customers
with an emphasis on the apparel industry.
Willard C. Shull, III has served as a director since August
1992. Mr. Shull has been a private investor since 1991. From
1971 to 1991, he was employed by Dayton-Hudson Corporation, a
department store operator, serving as Senior Vice President of
Finance from 1980 to 1991.
Jeffrey I. Werbalowsky has served as a director since August
1992. Mr. Werbalowsky has been a Managing Director and in charge
of the Financial Restructuring Group of Houlihan Lokey Howard &
Zukin, Inc., a specialty investment banking firm, for over seven
years and serves on the firm's board of directors.
Michael J. Tanner has served as President and Chief
Operating Officer of the Company since January 1995. Mr. Tanner
served as Vice President and Divisional Merchandise Manager of
the Company from May 1990 to February 1992, as Senior Vice
President and Divisional Merchandise Manager from February 1992
to September 1992, and as Executive Vice President from September
1992 to January 1995. Prior to joining the Company in May 1990,
Mr. Tanner was employed by Gold Circle Stores, a department store
operator, serving as Vice President of Merchandising from 1984 to
1990.
Michael E. McCreery has served as Vice Chairman and Chief
Administrative Officer of the Company since January 1995. Mr.
McCreery served as Executive Vice President and Chief Financial
Officer of the Company from June 1990 to February 1992, and as
Senior Executive Vice President and Chief Financial Officer from
February 1992 to January 1995. Prior to joining the Company, Mr.
McCreery was employed by Touche Ross & Co. and Deloitte & Touche
commencing in June 1973, serving as an audit partner from August
1983 to June 1990.
The directors are elected at each annual meeting of
stockholders and serve for a term of one year until the next
annual meeting of stockholders or until their earlier resignation
or removal. All of the officers serve at the pleasure of the
Board of Directors.
ITEM 11. EXECUTIVE COMPENSATION
Executive Compensation
The following table sets forth information with respect to
the compensation received by the chief executive officer and the
other executive officers of the Company during the periods
indicated. These individuals are hereinafter referred to as the
"named executive officers."
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term
Annual Compensation(1) Compensation
Securities
Name and Principal Fiscal Underlying All Other
Position Year Salary Bonus(2) Options(#) Compensation(3)
<S> <C> <C> <C> <C> <C>
John J. Wiesner 1996 $275,000 $275,000 - $4,253
Chairman of the 1995 270,192 31,000 175,000 3,080
Board and Chief 1994 250,000 94,555 40,000 2,559
Executive Officer
Michael J. Tanner 1996 $200,000 $200,000 - $3,207
President and 1995 193,270 31,000 100,000 3,080
Chief Operating 1994 163,079 62,406 25,000 2,348
Officer
Michael E. 1996 $200,000 $200,000 - $3,207
McCreery 1995 194,233 31,000 100,000 2,566
Vice Chairman and 1994 168,086 64,298 30,000 2,230
Chief
Administrative
Officer
William A. North 1996 $150,000 $10,000 5,000 $2,427
Executive Vice 1995 148,077 7,000 20,000 2,482
President 1994 138,075 52,951 25,000 2,022
Christopher M. 1996 $99,038 $75,000 7,500 $1,546
Zender 1995 80,578 20,000 - 1,346
Vice President 1994 61,154 20,000 - 855
</TABLE>
__________________
(1) Amounts do not include perquisites and other personal
benefits unless the annual amount of such compensation
exceeds the lesser of $50,000 or 10% of annual salary and
bonus reported for the named executive officers.
(2) Bonus amounts consist of bonuses earned with respect to
services performed during the fiscal year indicated,
although such bonuses are calculated and paid after the end
of the fiscal year.
(3) All other compensation consists of matching employer
contributions to the Company's 401(k) plan on behalf of the
named executive officers.
The following table contains information concerning the
grant of stock options by the Company during the fiscal year
ended February 1, 1997 to each of the named executive officers
who received option grants during such year.
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
Potential Realizable Value
Upon Exercise at the End of
Individual Grants 10 Year Option Term (3)
% of total
Options
Granted to Exercise
Options Employees or Base 0% 5% 10%
Granted in Fiscal Price Expiration Compound Compound Compound
Name (1)(#) Year ($/Sh)(2) Date Growth Growth Growth
<S> <C> <C> <C> <C> <C> <C> <C>
William A. 5,000 8.0% $3.00 6/10/06 - $9,450 $23,900
North
Christopher 7,500 12.0% $3.00 6/10/06 - $14,175 $35,850
M. Zender
</TABLE>
_______________________
(1) All options granted to the named executive officers were
granted under the Company's Stock Option Plan. The
exercise price of all such options is equal to 100% of the
fair market value per share of common stock on the date of
grant as determined by the Board of Directors. In each
case, one-third of the stock options are exercisable on
the first anniversary date of the grant, one-third on the
second anniversary of the date of grant and one-third on
the third anniversary of the date of grant, subject to
acceleration in certain circumstances.
(2) The exercise price of options must be paid in cash or,
with the approval of the Board of Directors or the
Compensation Committee which administers the Stock Option
Plan, in property or in installments.
(3) The Potential Realizable Values upon exercise of stock
options are equal to the product of the number of shares
underlying the options and the difference between (i) the
respective hypothetical stock prices on the date of option
exercise and (ii) the exercise price per share of the
options. The hypothetical stock prices are equal to the
price per share of the common stock as of the date of the
option grant compounded annually at the rates of 0%, 5%,
and 10%, respectively, over the ten year term of the
option. The rates of appreciation used are required by the
Securities and Exchange Commission and do not represent a
projection or estimate by the Company on the potential
growth of its common stock. Therefore, there can be no
assurance that the rate of stock price appreciation
presented in this table can be achieved.
The following table provides information with respect to the
named executive officers who hold stock options from the Company
concerning the exercise of options during the fiscal year ended
February 1, 1997 and unexercised options held as of the end of
such fiscal year.
<TABLE>
<CAPTION>
Option Exercises and Year-end Value Table
Number of Securities Value of
Underlying Unexercised Unexercised In-the-Money
Options at Options at
Fiscal Year-End Fiscal Year-End
Shares
Acquired
on Value
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
John J. - - 195,000 130,000 $302,083 $279,167
Wiesner
Michael J. - - 85,000 75,000 $139,583 $160,417
Tanner
Michael E. - - 138,333 76,667 $206,249 $162,501
McCreery
William A. - - 58,334 26,666 $79,585 $51,665
North
Christopher - - - 7,500 - $16,875
M. Zender
</TABLE>
Stock Option Plan
On August 2, 1992, pursuant to the Reorganization Plan, the
Company adopted the C.R. Anthony 1992 Stock Option Plan, which
was subsequently approved by the stockholders on May 18, 1993,
and has been subsequently amended on March 22, 1995, April 1,
1995, September 28, 1995 and January 10, 1997 (the "Stock Option
Plan"). Under the Stock Option Plan, the Company may grant both
incentive stock options qualified under Section 422 of the
Internal Revenue Code of 1986, as amended, and options which are
not qualified as incentive stock options.
The Stock Option Plan is presently administered by the Board
of Directors. The selection of recipients and the terms and
conditions of options are presently determined by the Board of
Directors, subject to the terms and conditions of the Stock
Option Plan. The Stock Option Plan permits the Stock Option Plan
to be administered by a Stock Option Committee appointed by the
Board of Directors.
The maximum number of shares of Common Stock issuable under
the Stock Option Plan is 1,500,000, subject to adjustment in the
event of a recapitalization (stock split, stock dividend, or
other capital adjustment to the Common Stock). All directors,
officers and other key employees of the Company are eligible to
receive awards under the Stock Option Plan.
The number of shares to be covered by each option is
determined by the Board of Directors. However, the aggregate
fair market value of shares as of the date of the grant of shares
with respect to which incentive stock options are exercisable for
the first time by an optionee during any calendar year may not
exceed $100,000.
The exercise price of each option is determined by the Board
of Directors. The exercise price of each incentive stock option
may not be less than the fair market value of the Common Stock on
the date of the grant of the option.
Each option granted under the Stock Option Plan is not
exercisable after the earlier of (i) 10 years from the date the
option is granted, (ii) termination of the optionee's employment
for cause (as defined in the Stock Option Plan), (iii) 90 days
after the termination of the optionee's employment for any reason
other than death, disability or for cause, (iv) 60 days after
termination of the optionee's employment for Good Reason (as
defined in the Stock Option Plan), or (v) such time as is set out
by action of the Board of Directors prior or following a change
of control of the Company (as defined in the Stock Option Plan).
Subject to acceleration conditions set forth in the Stock
Option Plan, all options become exercisable at a rate not faster
than 33.3% of the number of shares covered thereby on the first
anniversary of the date of grant, 33.3% on the second anniversary
of the date of the grant and 33.4% on the third anniversary of
the date of grant, unless the Board of Directors otherwise
determines. The options become immediately exercisable if the
optionee's employment is involuntarily terminated (other than for
cause), the optionee dies or becomes disabled, there is a change
in control of the Company (as defined in the Stock Option Plan)
or the optionee terminates his employment with the Company for
Good Reason (as defined in the Stock Option Plan). Upon
exercise, the option price is payable in cash unless otherwise
provided by that option.
During an optionee's lifetime, an option may be exercisable
only by the optionee and may not be transferred, assigned, or
pledged in any manner other than by will or by the applicable
laws of descent and distribution. Notwithstanding the foregoing,
to the extent permitted by applicable law, the Board of Directors
may, in its sole discretion, permit recipients of Non-Incentive
Options to transfer Non-Incentive Options by gift or other means
pursuant to which no consideration is given for such transfer.
The Board of Directors may from time to time amend, alter,
suspend or discontinue the Stock Option Plan; provided, however,
no such action may, without the approval of the stockholders,
alter the provisions of the Stock Option Plan so as to (i)
materially increase the total number of shares available for
issuance, (ii) materially change the eligibility requirements, or
(iii) materially increase the benefits accruing to participants
under the Stock Option Plan.
No stock options can be granted pursuant to the Stock Option
Plan after August 3, 2002.
Directors Compensation
Each director who is not an employee of the Company receives
a monthly fee of $1,000 and a fee of $1,500 for each quarterly or
special meeting of the Board of Directors attended and is
reimbursed for certain expenses in connection with attendance at
such meetings.
On March 22, 1993 (effective as of August 3, 1992), James J.
Gaffney, Alan Melamed, Willard C. Shull, III and Jeffrey I.
Werbalowsky (non-employee directors of the Company) were each
granted non-qualified options to purchase 40,000 shares of Common
Stock at a price of $4.00 per share for a period of ten years
from date of grant. On March 24, 1994, each of these directors
were granted options to purchase 15,000 shares of Common Stock at
$5.92 per share for a period of ten years from date of grant. On
June 10, 1996, in lieu of an increase in fees payable to these
directors, each of them was granted an option to purchase 5,000
shares of Common Stock at $3.00 per share for a period of ten
years from date of grant.
Savings Plan
The C.R. Anthony Savings and Investment Plan ("Saver Plan")
was established effective as of January 1, 1985, and amended
effective January 1, 1988. The Saver Plan is intended to be
qualified under Section 401(a) and 401(k) of the Internal Revenue
Code of 1986, as amended. An employee who participated in the
C.R. Anthony Company Profit-Sharing Plan prior to January 1,
1988, is eligible to participate in the Saver Plan. In addition,
an employee hired by the Company after January 1, 1988, may
participate in the Saver Plan if that employee is at least 21
years of age and has completed 1,000 hours of service with the
Company. The Saver Plan provides for participants to defer
compensation, which may be matched, subject to certain
limitations, by the Company.
Severance Arrangements
The Company has entered into an Executive Severance
Compensation Agreement ("Severance Agreement") with each of John
J. Wiesner, Michael E. McCreery, Michael J. Tanner and William A.
North. In the case of Mr. Wiesner and Mr. North, the Severance
Agreements provide that, upon a Severance Event (as defined
therein), the Company is required to pay to the named executive
officer a lump sum payment equal to (a) his total cash
compensation for the 12 month period preceding the Severance
Event plus (b) the product of (i) the dollar amount of the annual
incentive cash bonus then most recently paid or earned multiplied
by (ii) a fraction the numerator of which is the number of
elapsed days in the fiscal year and the denominator of which is
365. In the case of Mr. McCreery and Mr. Tanner, the Company is
required to pay the named executive officer a lump sum payment
equal to (a) two times his total annual base salary plus (b) the
product of (i) the dollar amount of the annual incentive cash
bonus then most recently paid or earned multiplied by (ii) a
fraction the numerator of which is the number of elapsed days in
the fiscal year and the denominator of which is 365. The
Severance Agreements also provide procedures for certain types of
employment terminations by the Company and the applicable
executive officers. Each Severance Agreement has a term expiring
on March 31, 2002, subject to automatic extension for additional
one-year periods.
As a result of the Merger with Stage Stores, Inc. (See
"Business - Merger with Stage Stores, Inc."), the executive
officers that are subject to the above Severance Agreements have
agreed to cancel their Severance Agreements effective at closing
of the Merger in exchange for Employment Agreements and Amended
Severance Agreements between each executive and Stage Stores. In
the event the Merger is not consummated, the Severance Agreements
between the Company and each executive officer will continue in
effect without change.
The Severance Agreements have been previously filed and are
listed in the Index to Exhibits to this Annual Report as Exhibits
10.6, 10.7, 10.8, and 10.13.
The Company also has a Severance Payment Plan for the
purpose of attracting and retaining its employees and providing
the employees assurance of the payment which will be made to them
if terminated by the Company without cause (as defined) upon
their termination of employment by the Company. The Severance
Payment Plan has been previously filed and is listed in the Index
to Exhibits to this Annual Report as Exhibit 10.5.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Board of Directors was
established in January 1996 and consists of each of the directors
of the Company that are not executive officers or employees of
the Company as follows: James J. Gaffney, Alan Melamed, Willard
C. Shull, III and Jeffrey I. Werbalowsky. During fiscal 1996
prior to the establishment of the Compensation Committee, all
decisions relating to the compensation of John J. Wiesner, the
Company's Chief Executive Officer, were made by the non-employee
directors named above. Mr. Wiesner made recommendations to the
non-employee directors concerning the salaries and incentive
compensation of the other executive officers of the Company, and
the non-employee directors reviewed such recommendations and
determined the salary and incentive compensation of the other
executive officers. Other than Mr. Wiesner, none of the
Company's executive officers or employees participated in the
deliberations of the Board of Directors concerning compensation
matters during fiscal 1996.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of March 21, 1997,
certain information with respect to the beneficial ownership of
the shares of Common Stock of the Company by (i) each person
known by the Company to own beneficially more than 5% of the
issued and outstanding shares of Common Stock, (ii) each director
and each executive officer of the Company, and (iii) the
directors and the executive officers as a group.
<TABLE>
<CAPTION>
Beneficial Ownership (1)
Number of Percentage
Name of Beneficial Owner Shares of Class(2)
<S> <C> <C>
Executive Life Insurance
Company of New York
in Rehabilitation
123 William Street
New York, New York 10022 1,547,616 17.1%
Citicorp Venture Capital, Ltd.
399 Park Avenue
New York, NY 10043 1,503,646 16.6%
Cargill Financial Services
Corporation
6000 Clearwater Drive
Minnetonka, Minnesota 55343 602,499 6.7%
S.C. Fundamental, Inc.
712 Fifth Avenue
New York, New York 501,238 5.6%
John J. Wiesner 223,958 (3) 2.4%
Michael J. Tanner 115,193 (3) 1.3%
Michael E. McCreery 164,570 (3) 1.8%
William A. North 71,059 (3) *
Christopher M. Zender 10,900 (3) *
James J. Gaffney 55,000 (4) *
Alan Melamed 55,000 (4) *
Willard C. Shull, III 55,000 (4) *
Jeffrey I. Werbalowsky 55,000 (4) *
All Directors and Executive
Officers as a Group (9
persons) 805,681 (5) 8.2%
</TABLE>
__________________________
* Less than one percent.
(1) This table is based upon information supplied by officers,
directors and principal stockholders and applicable
Schedules 13D or 13G filed with the Securities and Exchange
Commission. Unless otherwise indicated in the footnotes to
this table and subject to community property laws where
applicable, each of the stockholders named in this table
has sole voting and investment power with respect to the
shares indicated as beneficially owned.
(2) Percent of class is determined without regard to shares
issuable upon the exercise of stock options not exercisable
within 60 days of the date as of which beneficial ownership
is reflected. Any shares issuable upon the exercise of
stock options exercisable within 60 days of the date as of
which beneficial ownership is reflected are considered
outstanding for purposes of calculating the named person's
percentage ownership and the percentage ownership of the
directors and the executive officers as a group.
(3) Includes shares which the named individuals have the right
to acquire by exercise of stock options granted under the
Company's Stock Option Plan, which are currently
exercisable, as follows: John J. Wiesner - 208,333 shares;
Michael J. Tanner - 93,333 shares; Michael E. McCreery -
148,333 shares; and William A. North - 66,667.
(4) Consists of 55,000 shares which the named individual has
the right to acquire by exercise of currently exercisable
stock options granted under the Company's Stock Option
Plan.
(5) Includes 736,666 shares which directors and executive
officers as a group have a right to acquire by exercise of
options granted under the Company's Stock Option Plan which
are currently exercisable.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Jeffrey I. Werbalowsky, a member of the Compensation
Committee, serves as a Managing Director of Houlihan Lokey Howard
& Zukin, Inc. ("Houlihan Lokey"). On September 27, 1996, the
Company entered into an agreement to retain Houlihan Lokey
Capital to perform general corporate advisory services in
connection with the analysis by the Company of strategic
alternatives, including analyzing the Company and possible
transactions in which the Company might engage, counseling the
Company on the structure of such possible transactions, advising
the Company with respect to due diligence on such possible
transactions, assisting the Company with financing on such
possible transactions and assisting in the negotiation of such
possible transactions. Houlihan Lokey will be compensated on a
contingency (only if a transaction closes) basis. The Company
also agreed to reimburse Houlihan Lokey Capital for reasonable
out-of-pocket expenses. Houlihan Lokey Capital is an affiliate
of Houlihan Lokey.
In 1992, Houlihan Lokey entered into an agreement with
Cargill Financial Services Corporation ("Cargill") with respect
to Cargill's investment in the Company and certain other
securities acquired by Cargill from the Resolution Trust
Corporation. Under the agreement in exchange for certain
financial advisory services, Cargill has paid Houlihan Lokey a
retainer and has agreed to pay Houlihan Lokey additional
compensation based on the net proceeds derived by Cargill from
its investment in the purchased securities and certain related
securities and Houlihan Lokey's reasonable costs and expenses.
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) The following documents are filed as part of this
report:
1. Financial Statements: See Index to Consolidated
Financial Statements on page F-1 immediately following
the signature page of this report.
2. Financial Statement Schedules: All financial statement
schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange
Commission are not required under the related
instructions or are inapplicable and therefore have been
omitted.
3. Exhibits: The following documents are filed as exhibits
to this report.
Exhibit
No. Description of Exhibit
2.1 Agreement and Plan of Merger, dated as of March 5, 1997,
between the Company and Stage Stores, Inc. (Incorporated
by reference to Exhibit 2.1 of the Registrant's Form 8-K
dated March 5, 1997).
3.1 Amended and Restated Certificate of Incorporation of C.R.
Anthony Company (Incorporated by reference to Exhibit 3.1
of the Registrant's Registration Statement on Form S-1,
Registration No. 33-98280).
3.2 Bylaws of C.R. Anthony Company (Incorporated by reference
to Exhibit 3.2 of the Registrant's Registration Statement
on Form S-1, Registration No. 33-98280).
10.1 Amended and Restated Loan Agreement dated as of July 27,
1995, between C.R. Anthony Company and General Electric
Capital Corporation (Incorporated by reference to Exhibit
10.1 of the Registrant's Registration Statement on Form S-1,
Registration No. 33-98280).
10.2 First Amendment to Amended and Restated Loan Agreement
dated as of July 27, 1995, between C.R. Anthony Company
and General Electric Capital Corporation. (Incorporated
by reference to Exhibit 10.2 to the Registrant's Form 10-K
for the fiscal year ended February 3, 1996).
10.3 Second Amended and Restated Private Label Retail Credit
Services Agreement effective August 1, 1995, between
Citicorp Retail Services, Inc. and C.R. Anthony Company
(Incorporated by reference to Exhibit 10.2 of the
Registrant's Registration Statement on Form S-1,
Registration No. 33-98280).
10.4 C.R. Anthony Company 1992 Stock Option Plan, as amended,
and forms of option agreements (Incorporated by reference
to Exhibit 10.3 of the Registrant's Registration
Statement on Form S-1, Registration No. 33-98280)*.
10.5 Severance Pay Plan (Incorporated by reference to Exhibit
10.4 of the Registrant's Registration Statement on Form S-1,
Registration No. 33-98280).*
10.6 Executive Severance Compensation Agreement dated April 1,
1995, between the Company and John J. Wiesner
(Incorporated by reference to Exhibit 10.5 of the
Registrant's Registration Statement on Form S-1,
Registration No. 33-98280).*
10.7 Executive Severance Compensation Agreement dated April 1,
1995, between the Company and Michael E. McCreery
(Incorporated by reference to Exhibit 10.6 of the
Registrant's Registration Statement on Form S-1,
Registration No. 33-98280).*
10.8 Executive Severance Compensation Agreement dated April 1,
1995, between the Company and Michael J. Tanner
(Incorporated by reference to Exhibit 10.7 of the
Registrant's Registration Statement on Form S-1,
Registration No. 33-98280).*
10.9 Executive Severance Compensation Agreement dated April 1,
1995, between the Company and William A. North
(Incorporated by reference to Exhibit 10.8 of the
Registrant's Registration Statement on Form S-1,
Registration No. 33-98280).*
10.10 Amended and Restated Intercreditor Agreement dated as of
February 2, 1996, between Citicorp Retail Services, Inc.
and General Electric Capital Corporation (Incorporated by
reference to Exhibit 10.11 of the Registrant's Amendment
No. 1 to Registration Statement on Form S-1, Registration
No. 33-98280).
10.11 First Amendment to Amended and Restated Loan Agreement
dated as of February 2, 1996, between C. R. Anthony
Company and General Electric Capital Corporation
(Incorporated by reference to Exhibit 10.12 of the
Registrant's Form 10-K for the fiscal year ended February
3, 1996).
10.12 Form of Stock Option Agreement dated June 10, 1996
evidencing the grant of options to purchase 5,000 shares
of common stock of the Company to each of the following
directors of the Company: James J. Gaffney, Alan
Melamed, Willard C. Shull, III, and Jeffrey I.
Werbalowsky (Incorporated by reference to Exhibit 10.1
to the Registrant's Form 10-Q for the fiscal quarter
ended August 3, 1996).*
10.13 Amended Severance Compensation Agreement dated May 31,
1996 to Severance Compensation Agreement dated April 1,
1995, between the Company and William A. North
(Incorporated by reference to Exhibit 10.2 to the
Registrant's Form 10-Q for the fiscal quarter ended
August 3, 1996).*
10.14 Second Amendment to Amended and Restated Loan Agreement
dated as of October 25, 1996 between the Company and
General Electric Capital Corporation (Incorporated by
reference to Exhibit 10.1 to the Registrant's Form 10-Q
for the fiscal quarter ended November 2, 1996).
10.15 Letter Agreement dated September 27, 1996 between the
Company and Houlihan Lokey Howard & Zukin Capital
(Incorporated by reference to Exhibit 10.2 to the
Registrant's Form 10-Q for the fiscal quarter ended
November 2, 1996).
10.16 C.R. Anthony Company 1992 Stock Option Plan, as amended
and restated effective January 10, 1997.*
10.17 Termination Option Agreement, dated as of March 5, 1997,
between the Company and Stage Stores, Inc. (Incorporated
by reference to Exhibit 10.1 of the Registrant's Form 8-K
dated March 5, 1997).
21.1 Subsidiaries of C.R. Anthony Company (Incorporated by
reference to Exhibit 21 of the Registrant's Registration
Statement on Form S-1, Registration No. 33-98280).
23 Consent of Deloitte & Touche LLP.
(b) Reports on Form 8-K:
Form 8-K filed February 19, 1997, for press release
issued on February 19, 1997, regarding "Stage Stores and
C. R. Anthony Company Announce Talks."
Form 8-K filed March 5, 1997, for Agreement and Plan of
Merger and Termination Option Agreement entered into
March 5, 1997 between C. R. Anthony Company and Stage
Stores, Inc.
* Constitutes a management contract or compensatory plan or
arrangement required to be filed as an exhibit to this report.
Certain of the exhibits to this filing contain schedules which
have been omitted in accordance with applicable regulations. The
Registrant undertakes to furnish supplementarily a copy of any
omitted schedule to the Securities and Exchange Commission upon
request.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, the Registrant has
duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Oklahoma
City, State of Oklahoma, on May 28, 1997.
C.R. Anthony Company
By: /s/ Michael E. McCreery
Michael E. McCreery
Vice Chairman and Chief
Administrative Officer
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, this Annual Report on Form 10-K/A has been
signed by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Dated: May 28, 1997 /s/ John J. Wiesner*
John J. Wiesner
Chairman of the Board, Chief
Executive Officer and
Director
Dated: May 28, 1997 /s/ Michael E. McCreery
Michael E. McCreery
Vice Chairman, Chief
Administrative Officer and
Treasurer (Principal Financial
Officer)
Dated: May 28, 1997 /s/ Richard E. Stasyszen*
Richard E. Stasyszen
Vice President and
Controller (Chief
Accounting Officer)
Dated: May 28, 1997 /s/ James J. Gaffney*
James J. Gaffney
Director
Dated: May 28, 1997 /s/ Alan Melamed*
Alan Melamed
Director
Dated: May 28, 1997 /s/ Willard C. Shull, III*
Willard C. Shull, III
Director
Dated: May 28, 1997 /s/ Jeffrey I. Werbalowsky*
Jeffrey I. Werbalowsky
Director
*By: /s/ Michael E. McCreery
Michael E. McCreery
Attorney-in-Fact
INDEX TO EXHIBITS
Exhibit
No. Description of Exhibit
2.1 Agreement and Plan of Merger, dated as of March 5,
1997, between the Company and Stage Stores, Inc.
(Incorporated by reference to Exhibit 2.1 of the
Registrant's Form 8-K dated March 5, 1997).
3.1 Amended and Restated Certificate of Incorporation on
C.R. Anthony Company (Incorporated by reference to
Exhibit 3.1 of the Registrant's Registration Statement
on Form S-1, Registration No. 33-98280).
3.2 Bylaws of C.R. Anthony Company (Incorporated by
reference to Exhibit 3.2 of the Registrant's
Registration Statement on Form S-1, Registration No.
33-98280).
10.1 Amended and Restated Loan Agreement dated as of July
27, 1995, between C.R. Anthony Company and General
Electric Capital Corporation (Incorporated by reference
to Exhibit 10.1 of the Registrant's Registration
Statement on Form S-1, Registration No. 33-98280).
10.2 First Amendment to Amended and Restated Loan Agreement
dated as of July 27, 1995, between C.R. Anthony Company
and General Electric Capital Corporation. Incorporated
by reference to Exhibit 10.2 to the Registrant's Form
10-K for the fiscal year ended February 3, 1996).
10.3 Second Amended and Restated Private Label Retail Credit
Services Agreement effective August 1, 1995, between
Citicorp Retail Services, Inc. and C.R. Anthony Company
(Incorporated by reference to Exhibit 10.2 of the
Registrant's Registration Statement on Form S-1,
Registration No. 33-98280).
10.4 C.R. Anthony Company 1992 Stock Option Plan, as
amended, and forms of option agreements (Incorporated
by reference to Exhibit 10.3 of the Registrant's
Registration Statement on Form S-1, Registration No.
33-98280).
10.5 Severance Pay Plan (Incorporated by reference to
Exhibit 10.4 of the Registrant's Registration Statement
on Form S-1, Registration No. 33-98280).*
10.6 Executive Severance Compensation Agreement dated April
1, 1995, between the Company and John J. Wiesner
(Incorporated by reference to Exhibit 10.5 of the
Registrant's Registration Statement on Form S-1,
Registration No. 33-98280).*
10.7 Executive Severance Compensation Agreement dated April
1, 1995, between the Company and Michael E. McCreery
(Incorporated by reference to Exhibit 10.6 of the
Registrant's Registration Statement on Form S-1,
Registration No. 33-98280).*
10.8 Executive Severance Compensation Agreement dated April
1, 1995, between the Company and Michael J. Tanner
(Incorporated by reference to Exhibit 10.7 of the
Registrant's Registration Statement on Form S-1,
Registration No. 33-98280).*
10.9 Executive Severance Compensation Agreement dated April
1, 1995, between the Company and William A. North
(Incorporated by reference to Exhibit 10.8 of the
Registrant's Registration Statement on Form S-1,
Registration No. 33-98280).*
10.10 Amended and Restated Intercreditor Agreement dated as
of August 1, 1995 between Citicorp Retail Services,
Inc. and General Electric Capital Corporation
(Incorporated by reference to Exhibit 10.11 of the
Registrant's Amendment No. 1 to Registration Statement
on Form S-1,Registration No. 33-98280).
10.11 First Amendment to Amended and Restated Loan Agreement
dated as of February 2, 1996, between C. R. Anthony
Company and General Electric Capital Corporation
(Incorporated by reference to Exhibit 10.12 of the
Registrant's Form 10-K for the fiscal year ended
February 3, 1996).
10.12 Form of Stock Option Agreement dated June 10, 1996
evidencing the grant of options to purchase 5,000
shares of common stock of the Company to each of the
following directors of the Company: James J. Gaffney,
Alan Melamed, Willard C. Shull, III, and Jeffrey I.
Werbalowsky (Incorporated by reference to Exhibit 10.1
to the Registrant's Form 10-Q for the fiscal quarter
ended August 3, 1996).
10.13 Amended Severance Compensation Agreement dated May 31,
1996 to Severance Compensation Agreement dated April 1,
1995, between the Company and William A. North
(Incorporated by reference to Exhibit 10.2 to the
Registrant's Form 10-Q for the fiscal quarter ended
August 3, 1996).
10.14 Second Amendment to Amended and Restated Loan Agreement
dated as of October 25, 1996 between the Company and
General Electric Capital Corporation (Incorporated by
reference to Exhibit 10.1 to the Registrant's Form 10-Q
for the fiscal quarter ended November 2, 1996).
10.15 Letter Agreement dated September 27, 1996 between the
Company and Houlihan Lokey Howard & Zukin Capital
(Incorporated by reference to Exhibit 10.2 to the
Registrant's Form 10-Q for the fiscal quarter ended
November 2, 1996).
10.16 C.R. Anthony Company 1992 Stock Option Plan, as amended
and restated effective January 10, 1997.
10.17 Termination Option Agreement, dated as of March 5,
1997, between the Company and Stage Stores, Inc.
(Incorporated by reference to Exhibit 10.1 of the
Registrant's Form 8-K dated March 5, 1997).
21.1 Subsidiaries of C.R. Anthony Company (Incorporated by
reference to Exhibit 21.1 of the Registrant's
registration Statement on Form S-1, Registration No.
33-98280).
23 Consent of Deloitte & Touche LLP.
* Constitutes a management contract or compensatory plan or
arrangement required to be filed as an exhibit to this report.
Certain of the exhibits to this filing contain schedules which
have been omitted in accordance with applicable regulations. The
Registrant undertakes to furnish supplementarily a copy of any
omitted schedule to the Securities and Exchange Commission upon
request.
C.R. Anthony Company
Index to Consolidated Financial Statements
Independent Auditors' Report
Consolidated Balance Sheets at February 1, 1997 and
February 3, 1996
Consolidated Statements of Income for the 52 Weeks
Ended February 1, 1997, the 53 Weeks Ended February
3, 1996 and the 52 Weeks Ended January 29, 1995
Consolidated Statements of Stockholders' Equity for the
52 Weeks Ended February 1, 1997, the 53 Weeks Ended
February 3, 1996 and the 52 Weeks Ended January 29,
1995
Consolidated Statements of Cash Flows for the 52 Weeks
Ended February 1, 1997, the 53 Weeks Ended February
3, 1996 and the 52 Weeks Ended January 29, 1995
Notes to Consolidated Financial Statements for the
Periods Ended February 1, 1997, February 3, 1996 and
January 29, 1995
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of
C. R. Anthony Company:
We have audited the accompanying consolidated balance sheets of
C. R. Anthony Company and subsidiary (the "Company"), as of
February 1, 1997 and February 3, 1996, and the related
consolidated statements of income, stockholders' equity and cash
flows for the fifty-two weeks ended February 1, 1997, the fifty-
three weeks ended February 3, 1996 and the fifty-two weeks ended
January 29, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of the Company as of February 1, 1997 and February 3,
1996, and the results of their operations and their cash flows
for the fifty-two weeks ended February 1, 1997, the fifty-three
weeks ended February 3, 1996 and the fifty-two weeks ended
January 29, 1995, in conformity with generally accepted
accounting principles.
As discussed in Note 2 to the consolidated financial statements,
on March 5, 1997, the Company entered into an Agreement and Plan
of Merger with Stage Stores, Inc.
/s/ DELOITTE & TOUCHE LLP
Oklahoma City, Oklahoma
March 12, 1997
C. R. ANTHONY COMPANY AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands, except per share
amounts)
<TABLE>
<CAPTION>
February 1, February 3,
ASSETS 1997 1996
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $3,139 $2,654
Accounts receivable, less allowance for
doubtful accounts of $100 3,295 2,353
Merchandise inventories 84,280 84,438
Other assets 2,228 1,620
Deferred income taxes 1,503 1,849
Total current assets 94,445 92,914
PROPERTY AND EQUIPMENT, net 17,022 15,331
DEFERRED INCOME TAXES 6,960 8,439
OTHER ASSETS 301 376
TOTAL $118,728 $117,060
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 19,491 $ 14,562
Other liabilities 7,208 6,673
Accrued compensation 2,925 1,889
Income taxes payable 1,182 522
Current maturities of long-term debt 93 7,069
Total current liabilities 30,899 30,715
LONG-TERM DEBT, less current maturities 14,742 18,114
OTHER LIABILITIES 1,028 1,096
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value; 50,000,000
shares authorized; 9,035,645 and
9,005,245 shares issued and outstanding
at February 1, 1997 and
February 3, 1996, respectively 90 90
Additional paid-in capital 57,307 57,216
Retained earnings 14,662 9,829
Total stockholders' equity 72,059 67,135
TOTAL $118,728 $117,060
</TABLE>
See notes to consolidated financial statements.
C. R. ANTHONY COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands, except per share amounts)
<TABLE>
<CAPTION>
52 Weeks 53 Weeks 52 Weeks
Ended Ended Ended
February 1, February 3, January 29,
1997 1996 1995
<S> <C> <C> <C>
NET SALES $288,392 $304,451 $302,241
COST OF GOODS SOLD 194,875 207,688 205,415
GROSS MARGIN 93,517 96,763 96,826
EXPENSES:
Selling, general and
administrative 69,012 73,317 72,188
Advertising 10,461 12,997 12,599
Depreciation and amortization 4,315 4,862 3,817
Interest 1,806 2,577 2,165
Total expenses 85,594 93,753 90,769
INCOME BEFORE INCOME TAXES 7,923 3,010 6,057
INCOME TAX EXPENSE (3,090) (924) (2,362)
NET INCOME $4,833 $2,086 $3,695
NET INCOME PER COMMON SHARE $0.53 $0.23 $0.41
WEIGHTED AVERAGE COMMON STOCK
AND COMMON STOCK EQUIVALENTS
OUTSTANDING 9,140,490 9,005,245 9,003,497
</TABLE>
See notes to consolidated financial statements.
C. R. ANTHONY COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Dollars in Thousands)
<TABLE>
<CAPTION>
Additional
Common Stock Paid-in Retained
Shares Amount Capital Earnings Total
<S> <C> <C> <C> <C> <C>
BALANCE,
JANUARY 31, 1994 9,000,000 $ 90 $49,137 $4,048 $53,275
Issuance of stock 5,245 - 20 - 20
Net income - - - 3,695 3,695
Utilization of
pre-reorganization
deferred tax assets - - 8,059 - 8,059
BALANCE,
JANUARY 29, 1995 9,005,245 90 57,216 7,743 65,049
Net income - - - 2,086 2,086
BALANCE,
FEBRUARY 3, 1996 9,005,245 90 57,216 9,829 67,135
Issuance of stock 30,400 - 91 - 91
Net income - - - 4,833 4,833
BALANCE,
FEBRUARY 1, 1997 9,035,645 $90 $57,307 $14,662 $72,059
</TABLE>
See notes to consolidated financial statements.
C. R. ANTHONY COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
[CAPTION]
<TABLE>
52 Weeks 53 Weeks 52 Weeks
Ended Ended Ended
February 1, February 3, January 29,
1997 1996 1995
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income $4,833 $2,086 $3,695
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization 4,315 4,862 3,817
Deferred tax expense (benefit) 657 (743) 10
Utilization of pre-reorganization
tax assets 1,168 1,424 1,080
Gain on sales of property and
equipment (18) (9) (67)
Common stock issued as compensation
expense 91 - -
Changes in other assets and
liabilities:
Accounts receivable (942) 296 (364)
Merchandise inventories 158 (8,517) (4,251)
Other assets (605) (1,146) 627
Accounts payable and other
liabilities 5,396 (1,888) 1,588
Accrued compensation 1,036 (1,072) 135
Income taxes payable 660 (782) 864
Net cash provided by (used in)
operating activities 16,749 (5,489) 7,134
INVESTING ACTIVITIES:
Capital expenditures (5,868) (4,812) (5,298)
Proceeds from sales of property and
equipment 18 33 99
Net cash used in investing
activities (5,850) (4,779) (5,199)
FINANCING ACTIVITIES:
Net borrowings (payments) -
Revolving Credit Agreement (10,185) 24,845 -
Payments of long-term debt (229) (15,707) (1,164)
Proceeds from issuance of common
stock - - 20
Net cash (used in) provided by
financing activities (10,414) 9,138 (1,144)
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 485 (1,130) 791
CASH AND CASH EQUIVALENTS,
Beginning of period 2,654 3,784 2,993
CASH AND CASH EQUIVALENTS,
End of period $3,139 $2,654 $3,784
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $1,777 $2,685 $2,145
Income taxes 604 1,027 407
</TABLE>
See notes to consolidated financial statements.
C. R. ANTHONY COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIODS ENDED FEBRUARY 1, 1997,
FEBRUARY 3, 1996 AND JANUARY 29, 1995
1. SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES
Organization - C.R. Anthony Company (the "Company"), an
Oklahoma corporation, is engaged in the operation of a
regional chain of retail stores, with the majority in smaller
communities throughout the southwestern and midwestern United
States, offering national brand apparel, including footwear,
for the entire family.
Basis of presentation - The consolidated financial statements
include the results of operations, account balances and cash
flows of the Company and its wholly owned subsidiary (ANCO
Transportation, which principally transports merchandise to
Company stores). All material intercompany accounts and
transactions have been eliminated.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could
differ from those estimates.
Cash and cash equivalents - For purposes of reporting cash
flows, cash and cash equivalents include cash on hand,
amounts on deposit at financial institutions and all
temporary cash investments purchased with a maturity of three
months or less.
Merchandise inventories - Inventories are valued at the lower
of cost or market using the retail method for merchandise
inventories at stores and the average cost method for
merchandise inventories at the Company's distribution center.
The Company purchased approximately 20% and 19% of its
merchandise inventory from one vendor for the periods ended
February 1, 1997 and February 3, 1996.
Property and equipment - Property and equipment are recorded
at cost less accumulated depreciation. Property and
equipment are depreciated using the straight-line method over
the estimated useful lives of the assets. Leasehold
improvements are amortized over the lesser of the estimated
useful life or the remaining lease term using the straight-
line method. The estimated useful lives and periods used in
computing depreciation and amortization are: buildings - 30
years; fixtures and equipment - 3 to 10 years; transportation
and data processing equipment - 3 to 8 years; and leasehold
improvements - 5 to 25 years.
Pre-opening expenses - Costs related to the opening of new
stores are expensed as incurred.
Income taxes - The Company recognizes an asset and liability
approach for accounting for income taxes. Deferred income
taxes are recognized for the tax consequences of temporary
differences and carryforwards by applying enacted tax rates
applicable to future years to differences between the
financial statement amounts and the tax bases of existing
assets and liabilities. A valuation allowance is to be
established if it is more likely than not that some portion
of the deferred tax asset will not be realized.
Earnings per share - Earnings per share is computed based
upon net income divided by the weighted average number of
shares of common stock and common stock equivalents (if
dilutive) outstanding during each period. In February 1997,
the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 128,
Earnings per Share. The Company believes the impact of SFAS
No. 128 will not be material.
Long-lived assets - In March 1995, the Financial Accounting
Standards Board FASB issued Statement of Financial Accounting
Standards ("SFAS") No. 121 ("SFAS No. 121"), Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed Of. The Company adopted SFAS No. 121
effective February 4, 1996 as required, which establishes
accounting standards for the impairment of long-lived assets,
certain identified intangibles and goodwill related to such
assets. The adoption of SFAS No. 121 did not have a material
effect on the Company's financial position or results of
operations.
Sale of charge card receivables - In June 1996, the FASB
issued SFAS No. 125, Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities. Among
other things, SFAS No. 125 provides new accounting and reporting
standards for sales, securitization and servicing of receivables
and is generally effective for transactions occurring after
December 31, 1996. The Company's current accounting policy is
consistent with the provisions of SFAS No. 125 and therefore, the
implementation of this statement had no impact on the Company's
financial statements.
Accounting standards issued but not yet adopted - In February
1997, the FASB issued SFAS No. 129, Disclosure of Information
About Capital Structure. The Company will adopt SFAS No. 129
when required. Management believes that adoption of SFAS No.
129 will not have a material impact on the Company's consolidated
financial position or results of operations.
Fair value disclosures of financial instruments - The
following disclosure of the estimated fair value of financial
instruments is made in accordance with the requirements of
SFAS No. 107, Disclosures About Fair Value of Financial
Instruments. The estimated fair value amounts have been
determined by the Company using available market information
and appropriate valuation methodologies. The use of
different market assumptions and/or estimation methodologies
may have a material effect on the estimated fair value
amounts.
The Company's financial instruments include the following:
cash and cash equivalents, accounts receivable, accounts
payable, accrued compensation, income taxes payable, and long-
term debt. At February 1, 1997 and February 3, 1996, the
carrying amounts of all financial instruments as reflected in
the accompanying balance sheets were the same as their
estimated fair values. Long-term debt's carrying amount
approximates fair value based upon current rates offered to
the Company for debt with similar terms. The carrying amounts
of all other financial instruments are a reasonable estimate
of fair values due to the short maturities of such items.
Fair value estimates are based upon pertinent information
available to management as of February 1, 1997 and February
3, 1996. Although management is not aware of any factors
that would significantly affect the estimated fair value
amounts, such amounts have not been significantly revalued
for purposes of these financial statements since that date
and, therefore, current estimates of fair value may differ
significantly from the amounts presented herein. The Company
held no derivative financial instruments at February 1, 1997
or February 3, 1996.
Stock option plan - The Company adopted SFAS No. 123,
Accounting for Stock-Based Compensation ("SFAS No. 123") on
February 4, 1996, as required. The Company has elected to
continue applying Accounting Principles Board Opinion No. 25
in accounting for its stock-based compensation awards as
permitted under SFAS No. 123. Accordingly, no compensation
cost has been recognized in the accompanying financial
statements.
Reclassifications - Certain reclassifications have been made
to 1995 and 1996 balances to conform with the classifications
of such amounts for the current period.
2. MERGER PLAN WITH STAGE STORES, INC.
On March 5, 1997, the Company entered into an Agreement and
Plan of Merger (the "Merger") whereby the Company will be
merged with and into Stage Stores, Inc. ("Stage Stores"), a
retailer of apparel in the central United States. In the
Merger, each outstanding share of the Company's common stock will
be acquired for a value of $8.00 per share plus $0.01 per share
for every $0.05 per share by which the average closing price
of Stage Stores common stock exceeds $20 per share. Stage
Stores average closing price will be determined based on a
randomly-selected ten day period out of the twenty trading
days ending on the fifth trading day preceding the closing of
the transaction. The form of consideration (stock/cash mix)
to be paid by Stage Stores for the common stock of the
Company will also be determined using a formula based upon
the average closing price of Stage Stores stock.
The consideration will be 100% Stage Stores common stock so
long as its average closing price is $20.00 per share or
higher, and such stock percentage will decline in a linear
fashion to 25% of the consideration if the average closing
price of the Stage Stores stock is $15.00 per share. At
prices below $15.00 per share, Stage Stores has the option to
terminate the Merger, and pay the Company a $3.5 million fee
plus expenses, or to close the Merger and pay 0.1333 shares
of Stage Stores common stock and an amount in cash equal to
the difference between $8.00 per share and the value of
0.1333 shares of Stage Stores common stock. All options
outstanding under the Company stock option plan (see Note 7),
will be canceled as a term of the Merger and the option
holders will be entitled to receive cash equal to the
exchange price for the Company common stock less the exercise
price of the related Company option. In addition to the
termination event by Stage Stores as noted above, if the
Merger is terminated by the Company under other certain
conditions, the Company will be required to pay a fee of $3.5
million plus expenses. In the event that another bidder
acquires control of the Company during the Merger or six
months thereafter, Stage Stores can exercise an option to
acquire 19.9% of the Company common stock at $8.00 per share.
The Merger is subject to approval by the stockholders of the
Company and certain other conditions including Stage Stores
obtaining adequate financing. During the periods ended
February 1, 1997 and February 3, 1996, a member of the Board
of Directors of the Company was employed by an affiliate of
the financial advisory firm the Company has engaged to
provide corporate advisory services, including the Merger.
Management of the Company expects the Merger transaction will
be completed by mid-year 1997.
3. PROPERTY AND EQUIPMENT
Property and equipment consists of the following (in
thousands):
<TABLE>
<CAPTION>
February 1, February 3,
1997 1996
<S> <C> <C>
Land $ 214 $ 214
Buildings 791 781
Leasehold improvements 8,094 7,910
Fixtures and equipment 14,028 12,015
Transportation and data processing equipment 8,647 6,345
31,774 27,265
Less accumulated depreciation and amortization (14,752) (11,934)
Total property and equipment, net $17,022 $15,331
</TABLE>
4. LONG-TERM DEBT
Long-term debt consists of the following (in thousands):
<TABLE>
<CAPTION>
February 1, February 3,
1997 1996
<S> <C> <C>
Revolving Credit Agreement $14,660 $24,845
Tax notes payable 18 182
Other 157 156
14,835 25,183
Less current maturities (93) (7,069)
Total long-term debt $14,742 $18,114
</TABLE>
On July 27, 1995, the Company entered into an Amended and
Restated Loan Agreement ("Agreement") maturing July 26, 2000.
The Agreement provides for revolving credit borrowings,
letters of credit and $20 million of long-term debt with a $2
million annual reduction. The long-term portion requires a
$2 million annual payment. Available borrowings are based on
a percentage of eligible inventory, as defined, with a
maximum of $60 million to be reduced annually by the a $2
million long-term principal payment. The Company classifies
as non-current revolving credit borrowings up to the maximum
long-term portion available for the next fiscal year ($16
million). The rate of interest on borrowings is at the index
rate (thirty-day dealer commercial paper or LIBOR at the Company's
election) plus 2% per annum (7.3% and 7.4% at February 1, 1997 and
February 3, 1996, respectively) plus a fee of 0.25% on the
unused portion of the facility payable monthly in arrears.
The Agreement is secured by a lien on substantially all
assets of the Company. The Company is required to reduce its
short-term borrowings to the amount of the long-term debt
under the Agreement to zero for a 30-day period each fiscal
year. The aAgreement requires defined fixed charge and
specified inventory turnover ratios and maintenance of a
minimum net worth, and restricts the payment of dividends and
limits the amount of capital expenditures, and additional
borrowings and dividends. At February 1, 1997, the Company
was in compliance with all such requirements.
Tax notes represent miscellaneous tax claims financed at 3.5%
interest, of which the final $18,000 principal payment will
be made in fiscal year 1998.
Other long-term debt represents two notes for equipment
purchases which are being repaid with interest at 4.9% and
7.4% in equal, monthly installments, including interest,
totaling $6,841.
Future maturities of long-term debt during each of the next
five fiscal years are $93,000 in 1998; $705,000 in 1999;
$2,013,000 in 2000; $12,013,000 in 2001; and $11,000 in 2002.
5. LEASES
The Company has operating leases for its store facilities,
distribution center, and certain other equipment.
Substantially all of the leases are net leases which require
the payment of property taxes, insurance and maintenance
costs in addition to rental payments. Certain store leases
provide for additional rentals based on a percentage of
sales, renewal options for one or more periods ranging from
one to five years and rent escalation clauses.
At February 1, 1997, the future minimum lease payments under
operating leases with rental terms of more than one year are
as follows (in thousands):
Fiscal Year Ending
1998 $10,288
1999 8,167
2000 6,089
2001 3,633
2002 2,227
Later years 4,121
$34,525
Rent expense relating to operating leases consists of the
following (in thousands):
52 Weeks 53 Weeks 52 Weeks
Ended Ended Ended
February 1, February 3, January 29,
1997 1996 1995
Minimum rentals $12,271 $12,450 $11,623
Contingent rentals 664 899 1,093
6. INCOME TAXES
Current and deferred income tax expense (benefit) recorded in
the accompanying statements of income for each period are as
follows (in thousands):
52 Weeks 53 Weeks 52 Weeks
Ended Ended Ended
February 1, February 3, January 29,
1997 1996 1995
Current:
Federal $2,173 $1,461 $2,202
State 260 206 150
2,433 1,667 2,352
Deferred:
Federal 517 (690) (166)
State 140 (53) 176
657 (743) 10
Total expense $3,090 $924 $2,362
The effective income tax rate differed from the statutory
federal income tax rate as follows:
52 Weeks 53 Weeks 52 Weeks
Ended Ended Ended
February 1, February 3, January 29,
1997 1996 1995
Statutory federal income tax rate 34% 34% 34%
State income taxes 5 5 5
General business credits - (9) (2)
Other - 1 2
39% 31% 39%
The tax bases of certain assets and liabilities are different
from the values reflected in the accompanying balance sheets.
There were no valuation allowances at February 1, 1997 and
February 3, 1996. The related deferred tax assets and
liabilities created by these temporary differences are as
follows (in thousands):
Deferred Tax Assets
(Liabilities)
February 1, February 3,
1997 1996
Depreciation $1,591 $1,899
Receivable valuation (102) (56)
Inventory 574 688
Employee benefits 986 1,041
Deferred lease cost 35 68
Other 21 63
Tax benefit of net operating loss
carryforwards 4,736 5,963
General business credit
carryforwards 622 622
Total $8,463 $10,288
The Company has net operating loss deduction carryforwards
for tax purposes of approximately $14,000,000 which arose
from pre-reorganization operations and will expire in 2007.
The Company emerged from Chapter 11 pursuant to a confirmed
Plan of Reorganization on August 3, 1992. The Company's
ability to utilize the operating loss for income tax purposes
is limited to an annual deduction of approximately $2,700,000
because of IRS rules applicable to the terms of the Plan of
Reorganization. The Company has recognized the full tax
benefit of the loss carryforwards as a deferred tax asset for
financial statement purposes. In recognizing $8,059,000 of
such tax benefits at January 29, 1995, management considered
the nonrecurring nature of significant expenses which
contributed to the creation of the operating loss
carryforwards and the results of operations subsequent to the
consummation of the Plan of Reorganization. The tax benefits
recognized related to pre-reorganization deferred tax assets
were recorded as a direct addition to additional paid-in
capital.
7. STOCK OPTION PLAN
The C.R. Anthony 1992 Amended and Restated Stock Option Plan
(the "Option Plan"), originally effective August 3, 1992,
provides for the issuance of incentive stock options,
nonqualified options, or both, to any key employee as
determined by the Board of Directors, or the issuance of nonqualified
options to nonemployee directors. The Company has reserved
1,500,000 shares of common stock ("Shares") for issuance
under the Option Plan, and any Shares, subject to options
which are forfeited, will be returned to the Option Plan.
The Company had 676,667 and 485,000 exercisable stock options
at February 1, 1997 and February 3, 1996, respectively.
A summary of the activity in the Option Plan follows:
Number of Weighted
Outstanding Average
Options Exercise Price
Options outstanding at January 31, 1994 505,000 $4.00
Granted 230,000 4.50
Expired (10,000) 4.00
Options outstanding at January 29, 1995 725,000 4.16
Granted 395,000 3.00
Exercised (35,000) 4.00
Forfeited (33,334) 4.00
Expired (51,666) 4.00
Options outstanding at February 3, 1996 1,000,000 3.72
Granted 82,500 3.00
Options outstanding at February 1, 1997 1,082,500 3.67
The options granted will vest at 33.3% per year at the end of
each 12-month period following the date of the grant and
expire on the tenth year following the date of grant. The
Option Plan will automatically terminate and no additional
options will be granted on the tenth anniversary of its
effective date. The Option Plan provides that all options
will become immediately exercisable upon an involuntary
termination of employment, a substantial diminution of
duties, a reduction in compensation, a change in control (as
defined), death or disability (see Note 2). At February 1,
1997, a summary of the exercisable options follows:
<TABLE>
<CAPTION>
Weighted Average Exercisable Options
Number of Options Remaining Number of Weighted Average
Outstanding Contractual Life Exercisable Options Exercise Price
<C> <C> <C> <C>
477,500 8.8 years 131,667 $3.00
545,000 5.9 years 505,000 4.00
60,000 7.1 years 40,000 5.92
1,082,500 676,667 $3.92
</TABLE>
The Company applies Accounting Principles Board Opinion No.
25 in accounting for its stock-based compensation awards.
Accordingly, no compensation cost has been recognized in the
accompanying financial statements. The following proforma
data is calculated as if compensation cost for the
Company's stock-based compensation awards was determined
based upon the fair value at the grant date consistent with
the methodology prescribed under SFAS No. 123, Accounting for
Stock-Based Compensation:
52 Weeks 53 Weeks
Ended Ended
February 1, February 3,
1997 1996
Net income as reported (in thousands) $4,833 $2,086
Proforma net income (in thousands) $4,623 $2,008
Net income per common share as reported $0.53 $0.23
Proforma net income per common share $0.51 $0.22
The weighted average fair value at the date of grant for
options granted in fiscal year 1997 and 1996 was $1.54 and
$1.51, respectively. The fair value of the options granted
is estimated using the Black-Scholes option pricing model
with the following assumptions: no dividend yield;
volatility of 48.6%; risk-free interest rate of 6.13% and
6.76% for options granted on September 28, 1995 and June 10,
1996, respectively; no assumed forfeitures; and an expected
life of five years. The proforma amounts above are not
likely to be representative of future years because options
vest over several years and additional awards are generally
made each year.
8. COMMITMENTS AND CONTINGENCIES
The Company has a contributory 401(k) savings plan covering
substantially all employees. The Company contributed
approximately $279,000, $278,000 and $247,000, respectively,
for the fifty-two weeks ended February 1, 1997, the fifty-
three weeks ended February 3, 1996 and the fifty-two weeks
ended January 29, 1995, in matching contributions based upon
employees' contributions. The Company's matching rate is
currently 40% of each participant's contribution, limited to
2.0% of each participant's salary.
Effective August 1, 1995, the Company entered into a "Second
Amended and Restated Private Label Retail Credit Services
Agreement" with Citicorp Retail Services, Inc. ("CRS")
related to the Company's private label charge card. The
agreement matures August 1, 1998, with annual renewal options
to August, 2000. The Agreement provides for the sale of the
charge card receivables to CRS on a without recourse basis at
100% of face value, less a stated discount rate. Charge card
receivables of approximately $52,000,000, $55,300,000 and
$44,200,000 were sold to CRS during the fifty-two weeks ended
February 1, 1997, the fifty-three weeks ended February 3,
1996 and the fifty-two weeks ended January 29, 1995,
respectively. The Company is also obligated to pay a fee to
CRS for bad debt losses equal to 50% of such losses in excess
of 2.25% of annual private label charge card sales. The
former agreement provided for reimbursement of losses up to
3% of average outstanding accounts receivable balances. The
amount of losses incurred by the Company pursuant to the
current and former agreements for the fifty-two weeks ended
February 1, 1997, the fifty-three weeks ended February 3,
1996 and the fifty-two weeks ended January 29, 1995 were
$831,000, $399,000 and $419,000, respectively. The Company
records the discount and accrues for its estimated obligation
for bad debt expense at the time the receivables are sold.
The Company has a Severance Pay Plan for the
purpose of attracting and retaining its employees and
providing the employees assurance of the payment which will
be made to them if terminated by the Company without cause
(as defined) upon their termination of employment by the
Company. The Company also has an Executive Severance
Compensation Agreement with certain key executives.
The Company is currently subject to certain litigation in the
normal course of business which, in the opinion of
management, will not result in a material adverse effect on
the Company's business, financial position, or results of
operations.
The Company retains certain risks for general liability,
workers' compensation and group health losses. The Company
has individual and aggregate stop loss coverages with
insurers for these claims. Management of the Company
believes the recorded reserves of approximately $2,105,000 at
February 1, 1997, are adequate to cover these retained risks.
At February 1, 1997, the Company was contingently liable for
approximately $2,308,000 for outstanding letters of credit
securing performance of purchase contracts and other
guarantees.
* * * * * *
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration
Statement No. 33-98280 of C. R. Anthony Company on Form S-8
of our report dated March 12, 1997, appearing in this Annual
Report on Form 10-K/A of C. R. Anthony Company for the fifty-two
weeks ended February 1, 1997.
/s/ DELOITTE & TOUCHE LLP
Oklahoma City, Oklahoma
May 28, 1997
