UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 3, 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 N. Broadway, Oklahoma City, 73102
Oklahoma
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code:
(405) 278-7400
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 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 [ X ] No [ ]
Number of shares of Common Stock outstanding as of June 6,
1997: 9,035,645
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
C. R. ANTHONY COMPANY AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
May 3, May 4, February 1,
ASSETS 1997 1996 1997
<S> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 3,649 $ 3,814 $ 3,139
Accounts receivable, less
allowance for doubtful
accounts of $100 5,286 3,409 3,295
Merchandise inventories 86,103 86,321 84,280
Other assets 2,554 1,769 2,228
Deferred income taxes 2,089 2,323 1,503
Total current assets 99,681 97,636 94,445
PROPERTY AND EQUIPMENT, net 17,569 14,876 17,022
DEFERRED INCOME TAXES 6,960 8,439 6,960
OTHER ASSETS 281 358 301
TOTAL $ 124,491 $ 121,309 $ 118,728
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 20,741 $ 22,392 $ 19,491
Other liabilities 7,766 7,796 7,208
Accrued compensation 1,645 1,856 2,925
Income taxes payable - - 1,182
Current maturities of long-term
debt 6,365 3,695 93
Total current liabilities 36,517 35,739 30,899
LONG-TERM DEBT, less current
maturities 16,064 18,081 14,742
OTHER LIABILITIES 766 1,095 1,028
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value;
50,000,000 shares authorized;
9,035,645, 9,005,245, and
9,035,645 shares issued and
outstanding 90 90 90
Additional paid-in capital 57,307 57,216 57,307
Retained earnings 13,747 9,088 14,662
Total stockholders' equity 71,144 66,394 72,059
TOTAL $ 124,491 $ 121,309 $ 118,728
See notes to consolidated financial statements.
</TABLE>
C. R. ANTHONY COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in Thousands, except per share amounts)
<TABLE>
<CAPTION>
For the Thirteen
Weeks Ended
May 3, May 4,
1997 1996
<S> <C> <C>
NET SALES $ 64,287 $ 61,190
COST OF GOODS SOLD 46,300 43,012
GROSS MARGIN 17,987 18,178
EXPENSES:
Selling, general and
administrative 16,050 15,944
Advertising 1,658 2,051
Merger costs 451 -
Depreciation and
amortization 984 975
Interest 345 423
Total expenses 19,488 19,393
LOSS BEFORE INCOME TAXES (1,501) (1,215)
INCOME TAX BENEFIT 586 474
NET LOSS $ (915) $ (741)
NET LOSS PER SHARE $ (0.10) $ (0.08)
WEIGHTED AVERAGE COMMON
STOCK AND COMMON STOCK
EQUIVALENTS OUTSTANDING 9,584,708 9,005,245
See notes to consolidated financial statements.
</TABLE>
C. R. ANTHONY COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
13 Weeks 13 Weeks
Ended Ended
May 3, May 4,
1997 1996
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (915) $ (741)
Adjustments to reconcile net loss to
net cash provided by (used in)
operating activities:
Depreciation and amortization 984 975
Deferred tax benefit (586) (474)
Gain on sales of property and
equipment (1) (12)
Changes in other assets and
liabilities:
Accounts receivable (1,991) (1,056)
Merchandise inventories (1,823) (1,883)
Other assets (324) (149)
Accounts payable and other
liabilities 364 8,430
Accrued compensation (1,280) (33)
Net cash provided by (used in)
operating activities (5,572) 5,057
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,514) (500)
Proceeds from sales of property and
equipment 2 10
Net cash used in investing activities (1,512) (490)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (payments) - Revolving
Credit Agreement 7,630 (3,375)
Payments of long-term debt (36) (32)
Net cash provided by (used in)
financing activities 7,594 (3,407)
NET INCREASE IN CASH AND CASH EQUIVALENTS 510 1,160
CASH AND CASH EQUIVALENTS, Beginning of
period 3,139 2,654
CASH AND CASH EQUIVALENTS, End of period $ 3,649 $ 3,814
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the period for:
Interest $ 469 $ 344
Income taxes $ 1,276 $ 557
See notes to consolidated financial statements.
</TABLE>
C. R. ANTHONY COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. SUMMARY OF INTERIM REPORTING PRACTICES
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 consolidated balance sheets as of May 3, 1997 and May 4, 1996
and the statements of operations and cash flows for the thirteen
weeks ended May 3, 1997 and May 4, 1996 have been prepared by the
Company without audit. In the opinion of management, all
adjustments (consisting only of normal, recurring accruals)
necessary to state fairly the Company's financial position and
the results of operations and cash flows for the thirteen weeks
ended May 3, 1997 and May 4, 1996 have been made. Due to the
seasonal nature of the business, results for the interim periods
are not necessarily indicative of a full year's operations, and
balances of inventory, receivables, revolving credit agreement
borrowings, and trade payables vary with the seasonal demands of
the business.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.
It is suggested that these financial statements be read in
connection with the annual consolidated financial statements and
notes thereto.
Earnings per share - Earnings (loss) per share is computed based
upon net income (loss) 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 FASB issued
SFAS No. 128, Earnings Per Share, which establishes standards for
computing and presenting earnings per share. SFAS No. 128 is
effective for periods ending after December 15, 1997. Management
believes that SFAS No. 128 will not have a significant effect on
the Company's calculation of earnings per share considering its
current capital structure.
Reclassifications - Certain reclassifications have been made to
prior year balances to conform with the classifications of such
amounts in the current period.
Recently Adopted Accounting Standards - In February 1997, the
Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards ("SFAS") No. 129, Disclosure of
Information About Capital Structure. SFAS No. 129 establishes
standards for disclosure of information regarding an entity's
capital structure. The adoption of SFAS No. 129 did not affect
the Company's consolidated financial position or results of
operations.
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 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 prior to the
Merger or within six months following any termination of the
Merger agreement, 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.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
"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
herein 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.
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 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
Thirteen Weeks Ended May 3, 1997 Compared to the Thirteen
Weeks Ended May 4, 1996. Due to the seasonal nature of the
Company's business, the results of operations for interim periods
are not necessarily indicative of the results of operations for
the full fiscal year. The following table presents selected
results of operations expressed as a percent of net sales:
13 Weeks Ended
May 3, 1997 May 4, 1996
Net sales 100.0% 100.0%
Gross margin 28.0% 29.7%
Selling, general and
administrative expense 25.0% 26.1%
Advertising 2.6% 3.3%
Merger costs 0.7% -
Depreciation & amortization 1.5% 1.6%
Interest expense 0.5% 0.7%
Loss before income taxes (2.3%) (2.0%)
Net sales. Total net sales increased 5.1% while comparable
store sales increased 4.1% during the thirteen weeks ended May
3, 1997 ("fiscal 1997 first quarter") compared to the thirteen
weeks ended May 4, 1996 ("fiscal 1996 first quarter").
Contributing to the increase was a more successful spring layaway
sales promotion compared to the prior year and sales gains in
many categories of merchandise, with activewear and footwear
performing very well. Also contributing to the increase was a
higher level of fall and winter clearance sales volume than in
the prior year first quarter. In addition, net sales during the
quarter reflect the effect of a net increase of $703,000
associated with store openings and closings. The Company has
opened 38 stores and closed 11 since May 4, 1996. Although the
total selling square footage increased to 3,063,032 at May 3,
1997 from 3,007,847 at May 4, 1996, the average selling square
footage per store decreased to 12,870 at May 3, 1997 from 14,255
at May 4, 1996 due to the Company's strategy of opening smaller
stores in rural markets while closing larger stores in
underperforming metropolitan or highly competitive markets
("metro" stores). The Company opened 15 new stores while closing
1 during fiscal 1997 first quarter, bringing the total stores
open to 238 stores as of May 3, 1997.
Gross margin. Although the Company had a 5.1% increase in
net sales, gross margin dollars declined slightly. The decline
in the gross margin dollars and percent in the fiscal 1997 first
quarter compared to the fiscal 1996 first quarter was principally
due to the higher level of markdowns associated with clearance of
fall and winter merchandise. The clearance programs achieved the
desired results as inventory levels were in line with
expectations. Inventory per selling square foot was 2.1% lower
as of May 3, 1997 compared to May 4, 1996, while purchases during
the fiscal 1997 first quarter were approximately 10% higher
compared to the fiscal 1996 first quarter.
Selling, general and administrative expense. Selling,
general and administrative expenses, excluding costs incurred
directly related to the pending Merger, were essentially flat in
the fiscal 1997 first quarter as compared to the fiscal 1996
first quarter, and as a percent to sales, improved from 26.1% in
the fiscal 1996 first quarter to 25.0% in the fiscal 1997 first
quarter. The Company continued to achieve reductions in costs
associated with operating comparable stores and benefited from
reductions associated with underperforming stores closed. These
savings substantially offset the costs of operating new stores.
Advertising expense. Advertising expense decreased
$393,000, or 19.2%, in fiscal 1997 first quarter compared to
fiscal 1996 first quarter. The decrease is primarily
attributable to reductions in the amount of newspaper and insert
advertising. These reductions were offset somewhat by increased
expenditures in broadcast and direct mail advertising.
Merger costs. The Company has incurred costs of $451,000,
principally professional fees, associated with the pending Merger
with Stage Stores (see "Notes to Consolidated Financial
Statements - Note 2. - Merger Plan With Stage Stores, Inc.")
during the fiscal 1997 first quarter.
Interest expense. Interest expense during the fiscal 1997
first quarter was lower than the fiscal 1996 first quarter due
principally to lower average borrowings. Average borrowings were
$15,675,000 during the fiscal 1997 first quarter as compared to
$20,129,000 in the fiscal 1996 first quarter.
Tax expense. The Company's effective tax rate was 39% in
the fiscal 1997 first quarter and the fiscal 1996 first quarter.
The principal differences from the federal statutory rate were
state income taxes.
Net loss. As a result of the above factors, including the
non-recurring expense associated with the pending Merger, the net
loss for the fiscal 1997 first quarter was $915,000, or $0.10 per
common share, as compared to the prior year first quarter net
loss of $741,000, or $0.08 per common share.
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 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 principal cause for decrease in cash flow from operating
activities in fiscal 1997 first quarter compared to fiscal 1996
first quarter was the increase in required working capital,
contrasted to a decrease in fiscal 1996. Purchases of inventory
during fiscal 1997 first quarter were approximately $4,656,000
higher than fiscal 1996 first quarter. Inventory levels of
$86,103,000 at May 3, 1997, however, were slightly lower than the
$86,321,000 at May 4, 1996. Also contributing to the increased
usage of working capital during the fiscal 1997 first quarter was
the higher level of layaway receivables due to the more
successful spring promotion during the current year first
quarter.
Net cash used for capital expenditures was $1,514,000 and
$500,000 in fiscal 1997 first quarter and fiscal 1996 first
quarter, respectively. These amounts include the following
expenditures in the periods presented (dollars in thousands):
13 Weeks 13 Weeks
Ended Ended
May 3, 1997 May 4, 1996
Store expenditures:
New stores - small format $ 951 $ 224
Remodels, expansions, and relocations 60 46
Other 137 23
Information systems 249 73
Other 117 134
Total $ 1,514 $ 500
Number of stores opened:
Small format 15 7
The Company's capital expenditures in fiscal 1997 are
expected to total approximately $8,000,000 which includes 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.
PART II - OTHER INFORMATION
ITEM 1. 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 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: The following exhibits are filed as part of
this Form 10-Q:
No. Description
27.1 Financial Data Schedule.
(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.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
C.R. ANTHONY COMPANY
(Registrant)
Dated: June 6, 1997 /s/ Michael E. McCreery
Michael E. McCreery
Vice Chairman, Chief
Administrative Officer and
Treasurer (principal
financial officer)
Dated: June 6, 1997 /s/ Richard E. Stasyszen
Richard E. Stasyszen
Vice President and
Controller (chief accounting
officer)
EXHIBIT INDEX
No. Description
27.1 Financial Data Schedule.
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<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-START> FEB-02-1997
<PERIOD-END> MAY-03-1997
<CASH> 3649
<SECURITIES> 0
<RECEIVABLES> 5386
<ALLOWANCES> 100
<INVENTORY> 86103
<CURRENT-ASSETS> 99681
<PP&E> 33280
<DEPRECIATION> 15711
<TOTAL-ASSETS> 124491
<CURRENT-LIABILITIES> 36517
<BONDS> 16064
0
0
<COMMON> 90
<OTHER-SE> 71054
<TOTAL-LIABILITY-AND-EQUITY> 124491
<SALES> 64287
<TOTAL-REVENUES> 64287
<CGS> 46300
<TOTAL-COSTS> 46300
<OTHER-EXPENSES> 984
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 345
<INCOME-PRETAX> (1501)
<INCOME-TAX> (586)
<INCOME-CONTINUING> (915)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (915)
<EPS-PRIMARY> (0.10)
<EPS-DILUTED> (0.10)
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