UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
__X__ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 28, 1995
OR
_____ TRANSITION REPORT PRUSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-7090
PHARMHOUSE CORP.
(Exact name of registrant as specified in its charter)
New York 13-2634868
------------------------------- ----------------------------------
(State or other jurisdiction of I.R.S. Employer Identification No.
incorporation or organization)
860 Broadway, New York, New York 10003
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 477-9400
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 twelve months 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 ___
As of December 6, 1995, there were outstanding 2,233,102 of Registrant's
common shares, par value $.01 per share.
PHARMHOUSE CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
(Unaudited)
ASSETS
October 28, January 28,
1995 1995
----------- -----------
Current assets:
Cash $ 3,323 $ 1,313
Trade and other receivables, net 4,622 2,428
Merchandise inventory 59,872 16,867
Prepayments and other 2,456 812
-------- --------
Total current assets 70,273 21,420
Property, fixtures and equipment, net 5,301 4,806
Video inventory held for rental, net 1,134 451
-------- --------
Total assets $ 76,708 $ 26,677
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Long term debt, current portion $ 12,922 $ 7,181
Accounts payable 23,992 7,600
Accrued expenses and other 4,704 1,789
-------- --------
Total current liabilities 41,618 16,570
Long term debt, net of current portion 27,860 300
Other liabilities 796 803
-------- --------
70,274 17,673
-------- --------
Commitments and Contingencies
Shareholders' Equity:
Preferred shares, $.10 par; authorized and
unissued 2,500,000 shares
Common shares, $.01 par; authorized
25,000,000 shares; issued 2,233,084
and 2,235,631, respectively 22 22
Capital in excess of par, net of unearned
compensation of $405 and $350, respectively 21,034 20,978
Accumulated deficit (14,621) (11,995)
-------- --------
6,435 9,005
Less - 16,734 treasury shares, at cost (1) (1)
-------- --------
Total shareholders' equity 6,434 9,004
-------- --------
Total liabilities and shareholders' equity $ 76,708 $ 26,677
======== ========
See accompanying Notes to Consolidated Financial Statements.
PHARMHOUSE CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION> Nine Months Ended Three Months Ended
October 28, October 29, October 28, October 29,
1995 1994 1995 1994
<S>
Revenues: <C> <C> <C> <C>
Net store sales $ 134,682 $ 62,504 $ 57,812 $ 20,530
Video rental, service
and other income 4,486 2,084 1,964 688
139,168 64,588 59,776 21,218
Costs and expenses:
Cost of merchandise sold 107,362 49,480 45,896 16,121
Selling, general and
administrative 32,537 16,334 14,162 5,312
139,899 65,814 60,058 21,433
Loss from operations (731) (1,226) (282) (215)
Interest expense 2,513 670 1,002 245
Loss before extraordinary item $ (3,244) $ (1,896) $ (1,284) $ (460)
Extraordinary item 618
-------- -------- -------- --------
Net loss $ (2,626) $ (1,896) $ (1,284) $ (460)
======== ======== ======== ========
Per common share:
Loss before extraordinary item $ (1.46) $ (.85) $ (.58) $ (.21)
Extraordinary item $ .28
--------- --------- --------- -------
Net Loss $ (1.18) $ (.85) $ (.58) $ (.21)
========= ========= ========= =======
Average shares outstanding 2,233,084 2,229,177 2,233,090 2,222,951
Dividends per common share None None None None
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
PHARMHOUSE CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended
October 28, October 29,
1995 1994
----------- -----------
Operating activities:
Net loss $ (2,626) $ (1,896)
Adjustments to reconcile net loss to net cash
used for operating activities:
Depreciation and amortization 1,134 967
Decrease in operating lease obligations (7) (93)
Gain on early extinguishment of debt (618)
Changes in operating assets and liabilities:
(Increase) decrease in:
Trade and other receivables (2,194) 174
Merchandise inventory (43,005) 663
Prepayments and other (1,644) 139
Increase (decrease) in:
Accounts payable 16,392 (494)
Accrued expenses and other 2,915 (158)
Reserve for restructure and store
closure costs (240)
--------- ---------
Net cash used for operating activities (29,653) (938)
--------- ---------
Investing activities:
Capital expenditures (2,256) (566)
--------- ---------
Net cash used for investing activities (2,256) (566)
--------- ---------
Financing activities:
Additions to borrowings 45,150 1,531
Reductions to borrowings (11,231) (200)
Proceeds from sale of stock options 104
--------- ---------
Net cash provided by financing activities 33,919 1,435
--------- ---------
Net increase (decrease) in cash 2,010 (69)
Cash, beginning of period 1,313 512
--------- ---------
Cash, end of period $ 3,323 $ 443
========= =========
Supplemental disclosure of cash flow information:
Interest paid $ 2,280 $ 962
========= =========
See accompanying Notes to Consolidated Financial Statements.
PHARMHOUSE CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED OCTOBER 28, 1995
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION:
The accompanying unaudited consolidated financial statements of
Pharmhouse Corp. ("Company") have been prepared in accordance with
generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all the information
and footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. These
consolidated financial statements should be read in conjunction with
the audited consolidated financial statements of the Company and the
notes thereto for the fiscal year ended January 28, 1995 ("Fiscal
1995") included in the Company's Annual Report on Form 10-K heretofore
filed with the Securities and Exchange Commission. The results of
operations for the periods reported upon herein reflect sales and
expenses for the two day period of April 28 - April 29, 1995 as well as
the entire second and third quarters of Fiscal 1996 of the 24 "The Rx
Place" deep discount drug stores (the "Rx Place Stores") acquired on
April 28, 1995 (the "Acquisition") from F.W. Woolworth Co., a
subsidiary of Woolworth Corporation (collectively, "Woolworth"),
pursuant to the terms of an Asset Purchase Agreement (as amended, the
"Acquisition Agreement"). The current period results of operations for
the three and nine month periods ended October 28, 1995 are not
necessarily indicative of results which ultimately will be attained for
the full fiscal year ending February 3, 1996 ("Fiscal 1996").
NOTE 2 - ACQUISITION:
On April 28, 1995, the Company acquired the assets and business of 24
Rx Place deep discount drug stores from Woolworth for approximately $37
million, of which approximately $21.9 million was paid in cash at the
closing, $1.7 million was paid thereafter following delivery of
merchandise to the Company from a Woolworth warehouse (approximately
$.5 million of such merchandise remains to be paid) and the balance is
represented by promissory notes (the "Purchase Money Notes") with
maturity dates ranging from January 1996 to April 1998. The assets
acquired consist of merchandise inventory, furniture, fixtures and
equipment, store supplies and related items, all subject to post-
closing review and potential adjustments. In addition, the Company
assumed Woolworth's obligations under the leases of the Rx Place Stores
as well as certain other obligations of Woolworth specified in the
Acquisition Agreement.
The Acquisition was financed through (a) a senior secured revolving
credit facility (the "Senior Credit Facility") provided by Congress
Financial Corporation ("Congress"), pursuant to which the Company has
borrowing availability equal to the lesser of 60% of its eligible
inventory or $45 million, (b) a $3 million secured subordinated term
loan (the "Subordinated Loan") provided by an unaffiliated trade
supplier, and (c) the Purchase Money Notes. The Company and the
unaffiliated trade supplier also entered into a three-year merchandise
Supply Agreement governing future purchases of merchandise by the
Company and providing for deferred payment by the Company of $1 million
of existing trade payables over a period of 12 to 18 months commencing
April 28, 1995.
NOTE 3 - BORROWINGS:
In December 1991, the Company entered into a Revolving Credit Agreement
with a secured lender to provide $5 million of secured financing for a
two year period which was subsequently extended through June 1996. At
January 28, 1995, such Revolving Credit Agreement (as amended, the "Pre-
Acquisition Credit Agreement") provided for borrowing availability to
the Company at the lower of $8,250,000 or 40% of eligible inventory as
defined in the Credit Agreement.
On April 28, 1995, the Company obtained the Senior Credit Facility from
Congress Financial Corporation and obtained the Subordinated Loan. The
proceeds of these new secured credit facilities were used at the
closing of the Acquisition as follows:
(1) to pay Woolworth an aggregate of $21.9 million, representing the
cash portion of the purchase price paid by the Company for the
inventories, furniture, fixtures and equipment and other related assets
in the Rx Place Stores;
(2) to repay in full and retire all of the then outstanding
indebtedness under the Pre-Acquisition Credit Agreement and to its
subordinated secured lenders in the aggregate of approximately $7.5
million;
(3) to pay approximately $1.9 million (exclusive of expense
attributable to warrants issued to the Company's financial advisor
discussed in Note 6) in transaction costs incurred in connection with
the Acquisition and the refinancing of the Company's previously
outstanding secured indebtedness.
The remaining availability of the Senior Credit Facility immediately
following the Acquisition equaled approximately $6.0 million, which was
available for use by the Company to finance its increased working
capital requirements in connection with the operation of 38 deep
discount drug stores.
Pursuant to the terms of the agreements governing the Senior Credit
Facility and the Subordinated Loan, the lenders thereunder have been
granted security interests in the inventory, receivables and other
assets of the Company. In addition, the borrowing availability under
the Senior Credit Facility also requires that the Company satisfy
minimum net worth requirements and restricts the Company from paying
cash dividends. Both the Senior Credit Facility and the Subordinated
Loan have initial terms of three years, subject to extensions upon
terms and conditions described in the respective agreements governing
same. The amount borrowed under the Senior Credit Facility at October
28, 1995 totaled $28,742,000 million of which $20,000,000 million has
been classified as non-current.
NOTE 4 - EXTRAORDINARY ITEM:
On June 28, 1995, the Company prepaid a portion of the Purchase Money
Note due on January 28, 1996 to Woolworth and retired approximately
$4.1 million of the outstanding debt. Extraordinary income of $618,000
in the second quarter results reflects the discount realized by early
retirement of this debt.
NOTE 5 - LOSS PER COMMON SHARE:
Loss per Common Share is based on the weighted average number of shares
outstanding during each period. Shares issuable with respect to
outstanding warrants, convertible debentures and stock options were not
included in the computations since the inclusion of such shares would
be anti-dilutive.
NOTE 6 - WARRANTS:
In connection with the Acquisition, the Company became obligated to
issue warrants to its financial advisor to purchase shares of the
Company's Common Stock equal to 3% of the Company's issued and
outstanding shares, subject to certain anti-dilution protection, for a
per share exercise price of approximately $.94. The terms of such
warrants are expected to be finalized in the near future.
NOTE 7 - STOCK OPTION PLANS:
On July 14, 1995, the Board of Directors of the Company authorized the
1995 Stock Option Plan (the "1995 Option Plan") which was approved by
the Company's shareholders at the Special Meeting in Lieu of the Annual
Meeting of Shareholders held on October 26, 1995. Under the 1995
Option Plan, a total of 500,000 common shares were reserved for
issuance to employees of the Company. The 1995 Option Plan provides
for the grant of incentive stock options, non-qualified stock options
and stock appreciation rights to officers and key employees of the
Company. No options have been granted under this plan as of the date
of this report.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Company operates a chain of 38 deep discount drug stores of which
14 are operated under the "Pharmhouse" name and 24 are temporarily
operating under the "The Rx Place" name. The stores are located in
eight states in the Mid-Atlantic and New England areas. A wide variety
of branded health and beauty care products, cosmetics, prescription
drugs, stationery, housewares, pet supplies, greeting cards, food,
snacks, beverages and other merchandise, including seasonal products,
are sold in the stores at everyday low prices. The Company competes
with other retail outlets selling similar merchandise by offering its
customers broad selections of merchandise in its product categories at
deep discount prices. The stores average 35,000 square feet in the
Pharmhouse locations and 25,000 square feet in The Rx Place locations.
The Company maintains one distribution center to support its store
operations.
ON APRIL 28, 1995 THE COMPANY ACQUIRED THE ASSETS AND BUSINESS OF 24 RX
PLACE DEEP DISCOUNT DRUG STORES FROM WOOLWORTH AS DESCRIBED IN NOTE 2
OF THE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS. BY REASON OF
THE AQUISITION, THE RESULTS FOR THE THIRD QUARTER OF FISCAL 1996 AS
WELL AS THE FIRST NINE MONTHS OF FISCAL 1996 ARE NOT COMPARABLE TO THE
RESULTS OF THE THIRD QUARTER OR FIRST NINE MONTHS OF FISCAL 1995. THE
HISTORICAL AND PROFORMA FINANCIAL STATEMENTS OF THE RX PLACE STORES FOR
THE THREE FISCAL YEARS ENDED JANUARY 28, 1995 AND THE FIRST FISCAL
QUARTER ENDED APRIL 29, 1995 ARE ALSO NOT COMPARABLE TO THE COMPANY'S
RESULTS OF OPERATIONS FOR THE FISCAL QUARTER AND NINE MONTHS ENDED
OCTOBER 28, 1995 SINCE THE RX PLACE STORES' HISTORICAL AND PROFORMA
FINANCIAL STATEMENTS DO NOT INCLUDE ALLOCATIONS FOR CORPORATE OR
DIVISIONAL EXPENSES, INCLUDING, BUT NOT LIMITED TO, EXPENSES FOR INCOME
TAXES, INTEREST, WORKERS' COMPENSATION AND GENERAL LIABILITY INSURANCE,
AND ACCOUNTING AND ADMINISTRATION. SEE "THE RX PLACE DIVISION, NOTES
TO FINANCIAL STATEMENTS" AS FILED BY THE COMPANY ON FORM 10-K/A DATED
JULY 10, 1995.
THE THIRD QUARTER AND NINE MONTHS OF FISCAL 1996 CONSTITUTE PART OF A
TRANSITION PERIOD FOR THE COMPANY AS MANAGEMENT INTEGRATES THE 24 RX
PLACE STORES INTO ITS STORE OPERATIONS AS WELL AS IMPLEMENTS NEW SALES
AND MERCHANDISING STRATEGIES AND SYSTEMS FOR ALL 38 STORES. THE STORE-
FOR-STORE RESULTS FOR THE 14 PHARMHOUSE STORES ALSO DO NOT REFLECT
MANAGEMENT'S IMPLEMENTATION OF THESE NEW STRATEGIES AND THE RESULTS OF
THEIR OPERATIONS HAVE BEEN AFFECTED BY THE ACQUISITION AS WELL. A
FURTHER DISCUSSION OF THE RESULTS OF OPERATIONS OF THE COMPANY'S 14
PHARMHOUSE STORES IS INCLUDED BELOW.
RESULTS OF OPERATIONS
Third quarter of Fiscal 1996 vs. Third quarter of Fiscal 1995
REVENUES. During the third quarter of Fiscal 1996, the Company's
revenues (including video rental, service and other income) totaled
$59,776,000, an increase of $38,558,000, or 181.7%, compared to
revenues of $21,218,000 for the third quarter of the prior fiscal
year. On a comparable store basis (consisting of the 14 Pharmhouse
stores) the revenues in the third quarter of Fiscal 1996 decreased
$906,000, or 4.3%. Approximately 50% of the comparable store sales
decline resulted from increased competition in markets served by two
Pharmhouse stores.
GROSS PROFIT. Gross profit (total revenues less costs of merchandise
and services sold) for the third quarter of Fiscal 1996 was $13,880,000,
or 23.2% of revenues, compared to $5,097,000, or 24.0% of revenues, for
the third quarter of Fiscal 1995, an increase of $8,783,000, or 172.3%.
On a comparable store basis (consisting of the 14 Pharmhouse stores)
the gross profit decreased $127,000, or 2.5%, in the third quarter of
Fiscal 1996 compared to the same period in the prior year. The decrease in
the third quarter compared to the prior year is attributable to lower
comparable store revenues of 4.3%, partially offset by a .5% increase in the
gross profit percentage (24.5% versus 24.0%).
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative ("SG&A") expenses of the Company in the third quarter of
Fiscal 1996 were $14,162,000 compared to $5,312,000 for the third
quarter of Fiscal 1995, an increase of $8,850,000, or 166.6%. As a
percentage of revenues, SG&A expenses in the third quarter of Fiscal 1996 were
23.7% compared to 25.0% in the same period of the prior year. The percentage
decrease is primarily attributable to increased revenues from a larger store
base from which to absorb general and administrative expenses.
INTEREST EXPENSE. Interest expense for the third quarter of Fiscal
1996 was $1,002,000, an increase of $757,000, or 309.0%, compared to
$245,000 for the third quarter of Fiscal 1995. The increase resulted
from higher levels of borrowing under the credit facilities, based upon
increased working capital requirements for 24 additional stores this
year versus last year as well as to substantially increased borrowing
incurred in connection with the Acquisition.
NET LOSS. As a result of the foregoing, the Company generated a loss
from operations of $282,000 in the third quarter of Fiscal 1996
compared to a loss from operations of $215,000 in the prior year comparable
quarter, which included income of $240,000 from the reversal of the unused
portion of the previously accrued reserve for restructure and store closure
costs. The net loss in the third quarter of Fiscal 1996 was $1,284,000, or
$.58 per share, compared to $460,000, or $.21 per share, in the third quarter
of Fiscal 1995.
First nine months of Fiscal 1996 vs. First nine months of Fiscal 1995
REVENUES. During the first nine months of Fiscal 1996, the Company's
revenues (including video rental, service and other income) totaled
$139,168,000, an increase of $74,580,000, or 115.5%, compared to revenues
of $64,588,000 for the first nine months of the prior fiscal year. On a
comparable store basis (consisting of the 14 Pharmhouse stores) the revenues
in Fiscal 1996 decreased $3,804,000, or 5.9%. The lower same store sales
resulted from increased competition in several markets as well as sporadic
merchandise shortages experienced in the first six months of the current
fiscal year.
GROSS PROFIT. Gross profit (total revenues less costs of merchandise
and services sold) for the first nine months of Fiscal 1996 was
$31,806,000 or 22.9% of revenues, compared to $15,108,000, or 23.4% of
revenues, for the first nine months of Fiscal 1995, an increase of
$16,698,000, or 110.5%. On a comparable store basis (consisting of the
14 Pharmhouse stores) the gross profit decreased $244,000, or 1.6%, in
the first nine months of Fiscal 1996 compared to the prior year comparable
period. The decrease is attributable to lower comparable store
revenues of 5.9%, partially offset by a 1.1% increase in the gross
profit percentage (24.5% versus 23.4%).
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. SG&A in the first nine months
of Fiscal 1996 were $32,537,000 compared to $16,334,000 in the first nine
months of Fiscal 1995, an increase of $16,203,000, or 99.2%. As a percentage of
revenues, SG&A expenses in the first nine months of Fiscal 1996 were 23.4%
compared to 25.3% in the prior year comparable period. The percentage decrease
is primarily attributable to increased revenues from a larger store base from
which to absorb general and administrative expenses.
INTEREST EXPENSE. Interest expense for the first nine months of Fiscal
1996 was $2,513,000, an increase of $1,843,000, or 275.1%, compared to
$670,000 for the first nine months of Fiscal 1995. The increase resulted
from higher levels of borrowing under the credit facility, based upon
increased working capital requirements for 24 additional stores during Fiscal
1996 versus Fiscal 1995 as well as to substantially increased borrowing
incurred in connection with the Acquisition.
NET LOSS. As a result of the foregoing, the Company generated a loss
from operations of $713,000 in the first nine months of Fiscal 1996
compared to a loss from operations of $1,226,000 in Fiscal 1995, which
included income of $240,000 from the reversal of the unused portion of
the previously accrued reserve for restructure and store closure costs.
The net loss in the first nine months of Fiscal 1996 was $2,626,000 or
$1.18 per share compared to $1,896,000, or $.85 per share, in the first
nine months of Fiscal 1995.
LIQUIDITY AND CAPITAL RESOURCES
During the first nine months of Fiscal 1996, the Company funded operations
from borrowings of approximately $45,150,000 and the increase in trade
accounts payable of approximately $16,392,000.
Cash was principally used for the purchase of the assets of the 24 Rx
Place stores on April 28, 1995, a substantial portion of which consisted of
inventory. Approximately $3,071,000 of cash used for operations was related
to the buildup of the inventory of the 14 Pharmhouse stores to more optimum
levels (the average store Pharmhouse store inventory increased approximately
$220,000, or 19.4%, during the second and third quarters of Fiscal 1996).
Cash was also used for capital expenditures of $2,256,000 relating to new
store receiving systems and leasehold improvements, the payment of
pre-acquisition borrowings of $7,731,000 and the payment of $3,500,000 of
post-acquisition debt previously described (See Note 4 of Notes to
Consolidated Financial Statements).
In April 1995, the Company entered into the Senior Credit Facility with
Congress Financial Corporation which provides for borrowing availability
equal to the lower of sixty percent (60%) of eligible inventory or
$45,000,000 at a rate of Prime plus 1.5%. Borrowings under this Senior
Credit Facility were used to finance a portion of the Acquisition, to repay
in full indebtedness of the Company under its then existing senior and
subordinated secured loans in the aggregate amount of approximately
$7.5 million, and to provide working capital to the Company for the operation
of its 38 stores. In addition, in connection with the Acquisition, the
Company received a $3,000,000 Subordinated Loan from one of its unaffiliated
suppliers as well as $1,000,000 in extended dating of certain accounts
payable for 12 to 18 months. The Company also issued promissory notes to
Woolworth in an aggregate principal amount of approximately $12.4 million, of
which $4.1 million were retired on June 28, 1995 at a discount, all of such
borrowings were used by the Company to pay the balance of the Acquisition
purchase price.
The combination of the financing made available through the Senior Credit
Facility, the increased trade credit and cash generated by the Company's
increased sales should, in the opinion of management, enable the Company to
meet its estimated working capital requirements for at least the balance of
the current fiscal year.
PART II
OTHER INFORMATION
On October 26, 1995, the registrant held a Special Meeting in Lieu of Annual
Meeting of Shareholders (the "Meeting"). The following sets forth a brief
description of each matter voted on at the Meeting, the number of votes cast
for, against or withheld, as well as the number of abstentions and broker
non-votes, as to each such matter:
1. Election of the following nine directors:
Name Total For Withheld
Manfred Brecker 1,908,521 1,903,328 5,193
Kenneth A. Davis 1,908,521 1,903,484 5,037
Melvin Katz 1,908,521 1,903,484 5,037
Joseph Keller, Jr. 1,908,521 1,903,484 5,037
David Rubin 1,908,521 1,903,484 5,037
Raymond L. Steele 1,908,521 1,903,484 5,037
Marcie B. Davis 1,908,521 1,903,484 5,037
Michael Feder 1,908,521 1,903,484 5,037
Peter Gerard 1,908,521 1,903,484 5,037
2. Approval of the Company's 1995 Stock Option Plan:
Total For Against Abstained Broker Non-Votes
1,908,521 1,226,799 123,424 6,313 551,985
3. Approval of amendments to the Company's 1992 Equity Compensation Plan
for Non-Employee Directors:
Total For Against Abstained
1,908,521 1,855,606 45,813 7,102
4. Ratification of Price Waterhouse as independent accountants of the
Company:
Total For Against Abstained
1,908,521 1,902,580 1,464 4,477
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
PHARMHOUSE CORP.
(Registrant)
/s/ Richard A. Davis
Richard A. Davis
Senior Vice President-Finance
and Chief Financial Officer
Dated: December 11, 1995
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