SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended May 3, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-1308
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STRAWBRIDGE & CLOTHIER
- ------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Pennsylvania 23-1131660
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
801 Market Street
Philadelphia, PA 19107-3199
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(Address of principal executive offices) (Zip Code)
(215) 629-6775
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(Registrant's Telephone Number, Including Area Code)
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 / /.
The number of shares of Series A Common Stock, par value $1 per share,
of the registrant outstanding at June 18, 1997 is 10,605,099.
The number of shares of Series B Common Stock, par value $1 per share,
of the registrant outstanding at June 18, 1997 is 31,085.
<PAGE>
Form 10-Q
STRAWBRIDGE & CLOTHIER AND SUBSIDIARIES
---------------------------------------
INDEX
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Page
PART I. FINANCIAL INFORMATION Number
- ------------------------------ ------
Item 1. Financial Statements (unaudited)
Condensed consolidated statements of net assets in
liquidation--May 3, 1997 and February 1, 1997 3
Condensed consolidated statement of changes in
net assets in liquidation--three months ended
May 3, 1997 4
Condensed consolidated statement of operations--
three months ended May 4, 1996 5
Condensed consolidated statement of cash flows--three
months ended May 4, 1996 6
Notes to condensed consolidated financial statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
PART II. OTHER INFORMATION
- --------------------------- 14
Item 1. Legal Proceedings 14
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 14
- ----------
<PAGE>
Form 10-Q
Page 3
Strawbridge & Clothier and Subsidiaries
Condensed Consolidated Statements of
Net Assets in Liquidation (Unaudited)
(in thousands)
May 3, February 1,
1997 1997
ASSETS -------- -----------
Cash and cash equivalents $ 4,074 $ --
Restricted cash 5,148 5,078
Investment in The May Department Stores
Company common stock 208,936 198,350
Merchandise inventories 4,708 5,505
Taxes recoverable 308 22,996
Property, fixtures, and equipment 3,750 5,075
Other assets 1,908 2,087
-------- --------
228,832 239,091
LIABILITIES
Outstanding checks in excess of bank balances -- 238
Accounts payable 173 874
Accrued expenses 13,379 16,462
Debt and capital lease obligations 1,895 14,131
Estimated costs during period of liquidation 5,564 8,047
Other liabilities 22,835 23,700
-------- --------
43,846 63,452
-------- --------
Net assets in liquidation $184,986 $175,639
======== ========
See notes to condensed consolidated financial statements.
<PAGE>
Form 10-Q
Page 4
Strawbridge & Clothier and Subsidiaries
Condensed Consolidated Statement of Changes in
Net Assets in Liquidation (Unaudited)
Three Months Ended May 3, 1997
(in thousands)
Net assets in liquidation as of February 2, 1997 $175,639
Unrealized gain on investment in The May Department
Stores Company common stock 10,586
Dividends received on The May Department Stores
Company common stock 1,337
Dividends paid on common stock (per share: $.128 Series A;
$.115 Series B) (1,362)
Net change in estimated assets and liabilities (1,214)
--------
9,347
--------
Net assets in liquidation as of May 3, 1997 $184,986
========
See notes to condensed consolidated financial statements.
<PAGE>
Form 10-Q
Page 5
STRAWBRIDGE & CLOTHIER AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
(in thousands, except per share data)
THREE MONTHS
ENDED
-----------
May 4,
1996
----------
Net sales $208,127
Other income, net of
other deductions 128
--------
208,255
Deduct:
Cost of sales, including
occupancy and buying costs 161,720
Selling and administrative
expenses, net of finance
charges 42,426
Depreciation 7,924
Interest 4,216
Provision for doubtful accounts 2,472
--------
218,758
Earnings (loss) before
income taxes (10,503)
Income taxes (benefit) (3,571)
--------
NET EARNINGS (LOSS) $ (6,932)
========
NET EARNINGS (LOSS)
PER SHARE $(0.65)
========
Cash dividends per share:
Series A Common Stock $0.275
========
Series B Common Stock $0.25
========
Average shares outstanding 10,614
========
See notes to condensed consolidated financial statements.
<PAGE>
Form 10-Q
Page 6
STRAWBRIDGE & CLOTHIER AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(in thousands)
THREE MONTHS ENDED
------------------
May 4,
1996
----------
CASH FLOWS USED IN OPERATING ACTIVITIES $(37,744)
NET CASH USED FOR INVESTING ACTIVITIES
Acquisition of property, fixtures and equipment (4,389)
Changes in other assets (645)
--------
TOTAL (5,034)
--------
NET CASH PROVIDED BY FINANCING ACTIVITIES
Payment of long-term debt and capital lease
obligations (7,696)
Increase in short-term notes payable 46,000
Purchase of preferred stock and treasury stock (7)
Cash dividends (2,847)
--------
TOTAL 35,450
--------
CHANGE IN CASH AND EQUIVALENTS (7,328)
Cash and equivalents at beginning of period 14,253
--------
CASH AND EQUIVALENTS AT END OF PERIOD $ 6,925
========
See notes to condensed consolidated financial statements.
<PAGE>
Form 10-Q
Page 7
STRAWBRIDGE & CLOTHIER AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note A -- Interim Reporting
- ---------------------------
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
to Form 10-Q. Accordingly, they do not include all information and
footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all
adjustments considered necessary for a fair presentation have been
included. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's Annual Report
on Form 10-K for the year ended February 1, 1997.
The preparation of financial statements in conformity with generally
accepted accounting principles for interim financial information and the
liquidation basis of accounting requires management to make estimates
and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from
those estimates.
Note B -- Liquidation Basis of Accounting
- -----------------------------------------
On July 15, 1996, the Company's shareholders approved a Plan of
Reorganization and Liquidation involving certain transactions with
The May Department Stores Company ("May") and Kimco Realty Corporation
("KIMCO"), and the dissolution of the Company following the sale,
liquidation or disposal of all assets not purchased by May or KIMCO
and the payment of all liabilities not assumed by May or KIMCO. As a
result, the Company changed its basis of accounting from a going concern
basis to the liquidation basis of accounting. Under this basis of accounting,
assets and liabilities are stated at their net realizable value, and
estimated costs through the liquidation date are provided to the extent
reasonably determinable. The Company has been reporting on the liquidation
basis of accounting since August 3, 1996, the close of the second fiscal
quarter of 1996.
<PAGE>
Form 10-Q
Page 8
STRAWBRIDGE & CLOTHIER AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
In connection with the aforementioned approval, the Company will be
liquidated and dissolved and May shares will be distributed to its
shareholders, to the extent that such shares are not needed to fund
payment of remaining obligations. Any remaining assets and liabilities
will be placed into a liquidating trust established to provide for the
Company's remaining obligations during liquidation. Based on the Condensed
Consolidated Statement of Net Assets at May 3, 1997 and the May stock
price of $46.875 per share at that date, management estimates that
.37 shares of May stock would be received for each S&C share. The actual
amount will be higher or lower as estimates reflected in the Condensed
Consolidated Statement of Net Assets or the price per share of May stock
change. The per share value of May shares as of June 20, 1997 was $49.25.
As a result of the change in the Company's basis of accounting from the
going concern basis to the liquidation basis in accordance with generally
accepted accounting principles, for all financial statements dated after
August 2, 1996, assets have been valued at estimated net realizable value
and liabilities have been reflected at their estimated settlement amounts,
including estimated costs to be incurred during the period of liquidation.
The valuations of the assets and liabilities are based on management's
estimates and assumptions as of the date of the financial statements; actual
realization of the assets and settlement of liabilities could be higher
or lower than the amounts indicated. Estimates used in the liquidation
basis of accounting are forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934 and there are a number
of important factors that could cause actual results to differ from the
estimates including the period during which the remaining Clover store
will continue to be operated, the ability to obtain substitute tenants,
settlement amounts of claims and other liabilities to be paid in the
liquidation, the amounts to be received for assets which have not yet been
sold, and the time period necessary to complete the Plan of Reorganization
and Liquidation.
Note C -- Per Share Data
- ------------------------
The loss per share for the three month period ended May 4, 1996 is based
on the weighted average number of shares of common stock outstanding during
the period. Common share equivalents have not been considered as their
effect would be anti-dilutive.
<PAGE>
Form 10-Q
Page 9
STRAWBRIDGE & CLOTHIER AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note D -- Significant Transactions
- ----------------------------------
May Agreement
- -------------
On April 4, 1996, the Company entered into an asset purchase agreement
with May for the sale of substantially all of the assets of the Company's
Department Store Division in exchange for May stock and the assumption
by May of certain Department Store Division liabilities. The Company
received 4,454,229 shares in accordance with the agreement.
KIMCO Agreement
- ---------------
On August 28, 1996, the Company closed the sale of 23 of the Company's
26 Clover stores to Kimco Realty Corporation ("KIMCO"), Kohl's Department
Stores, Inc., VC Retailers, Inc., and National Wholesale Liquidators of
Philadelphia, Inc. for $35,500,000. At closing, $11,989,000 of the
Company's applicable mortgage notes, accrued interest, and closing costs
were paid, and the Company received $18,991,000 in cash. An additional
$4,520,000 was placed into a claims administration trust account. This
amount is included in Restricted cash in the accompanying Condensed
Consolidated Statements of Net Assets in Liquidation.
Gordon Brothers Agreements
- --------------------------
On July 10, 1996, the Company entered into agreements with Gordon
Brothers Partners, Inc. ("Gordon Brothers") for the sale of the inventory
at all, and the operations of certain, Clover stores. In connection with
the inventory sale, the Company received $63.4 million in proceeds. The
agreements also authorized Gordon Brothers to liquidate the Clover fixtures.
Proceeds from such fixture sales were remitted to the Company, net of
deduction of compensation payable to Gordon Brothers.
<PAGE>
Form 10-Q
Page 10
STRAWBRIDGE & CLOTHIER AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Pursuant to the Gordon Brothers Agreement, on January 2, 1997, the Company
repurchased the remaining inventory and resumed responsibility for ongoing
operations of the Clover stores located in Mercerville, Penrose Plaza and
Shore Mall, which were not sold as part of the KIMCO Agreement referred to
above. The Company completed the sale of the Penrose Plaza location in
February 1997 and closed the store on May 1, 1997 after a liquidation sale.
On June 19, 1997, the Company concluded its liquidation sale at Mercerville
and closed the store. Immediately thereafter the Company completed settlement
for the sale of Mercerville to Ames Realty II, Inc. on June 20, 1997,
including assignment and release of the shopping center lease agreement. The
Company is continuing to negotiate the assumption of the lease for the Shore
Mall location, and Gordon Brothers is continuing the operating management of
the Shore Mall store under its agreement with the Company.
Note E -- Contingencies
- -----------------------
In connection with its dissolution, the Company, as required by Pennsylvania
Business Corporation Law ("PBCL"), notified all known entities having claims
against the Company and also served public notice of its planned dissolution.
These notices requested entities to provide sufficient detail to enable the
Company to evaluate the substance of any claims against the Company. To the
extent the Company rejected any claims in accordance with PCBL, such claim
is permanently barred unless the claimant whose claim was rejected had
commenced an action within 90 days of the Company's mailing of the rejection
notice.
The Company has been named as a defendant in several actions related to its
dissolution. In one of those actions, the Company's Directors were also
named as defendants. In another action, the plaintiffs seek to enjoin the
distribution of May shares to the Company's shareholders. While management
believes these actions are without merit and that adequate accruals have
been established in the accompanying condensed consolidated financial
statements to provide for any costs that may be incurred with respect to
these contingencies, there can be no assurance as to the time of payment
or that the ultimate settlement of these claims will not be higher or lower
than the amounts recorded.
<PAGE>
Form 10-Q
Page 11
STRAWBRIDGE & CLOTHIER AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note F -- Other
- ---------------
On June 2, 1997, the Board of Directors declared a cash dividend of $0.128
per share of Series A Common Stock and $0.115 per share of Series B Common
Stock, payable on June 20, 1997 to shareholders of record on June 12, 1997.
The Company also announced that it intends to make a substantial partial
distribution of May Department Stores Company common shares in July, 1997,
although the amount has not yet been determined. The remaining assets and
liabilities will be transferred to a liquidating trust on or before
July 18, 1997. A final distribution of May shares, if any, will be made
at the termination of the liquidating trust, which is estimated to occur
by July, 1999.
On June 2, 1997 the Company satisfied its remaining mortgage obligation on the
Mercerville store.
On June 15, 1997, the Company received a cash dividend of $1,337,000 on its
shares of The May Department Stores Company common stock.
<PAGE>
Form 10-Q
Page 12
ITEM 2.
- -------
Management's Discussion and Analysis of
Financial Condition and Results of Operations
- ---------------------------------------------
On April 4, 1996, the Board of Directors of the Company adopted a
resolution providing for the voluntary dissolution of the Company in
accordance with a Plan of Reorganization and Liquidation (the "Plan of
Liquidation") to be effected pursuant to the asset disposition involving
certain transactions with The May Department Store Company ("May") and
Kimco Realty Corporation ("KIMCO"). The shareholders of the Company
approved the voluntary dissolution of the Company in accordance with the
Plan of Liquidation on July 15, 1996.
Results of Operations
- ---------------------
As a result of the May and KIMCO agreements (See Note D to the Condensed
Consolidated Financial Statements), and the related planned dissolution
of the Company, the Company's going concern operations ceased on July 15,
1996, and the Company began reporting on the liquidation basis of
accounting on August 3, 1996, the close of the second fiscal quarter
of 1996. Accordingly, there was no operating activity during the first
fiscal quarter of 1997.
In connection with the Company's change to the liquidation basis of accounting
as of August 3, 1996, assets have been valued at estimated net realizable
values and liabilities have been reflected at their estimated settlement
amounts, including estimated costs to be incurred during the period of
liquidation. The valuations of the assets and liabilities are based on
management's estimates and assumptions as of the date of the financial
statements; actual realization of the assets and settlement of liabilities
could be higher or lower than the amounts indicated. Estimates used in the
liquidation basis of accounting are forward looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, and there are a
number of factors that could cause actual results to differ from the
estimates, including the period during which the remaining Clover store will
continue to operate, the ability to obtain substitute tenants, settlement
amounts of claims and other liabilities to be paid in the liquidation, the
amounts to be received for assets which have not yet been sold, and the time
period necessary to complete the Plan of Reorganization and Liquidation.
<PAGE>
Form 10-Q
Page 13
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Estimated costs during the period of liquidation increased approximately
$1,400,000 from February 2, 1997 through May 3, 1997. The majority of this
increase provides for additional costs expected to be incurred in the
settlement of certain claims, including existing workers' compensation and
general liability matters, remaining Clover stores operating costs, and for
professional services to be provided to the Company and the liquidating trust.
On February 26, 1997, the Company sold the Penrose Plaza Clover location and
settled its related lease obligation. This store closed on May 1, 1997 after
completion of a liquidation sale. On June 2, 1997 the Company satisfied its
remaining mortgage obligation on the Mercerville, NJ Clover store and closed
the store on June 19, 1997. The Company received $1,250,000 in settlement for
the sale of Mercerville to Ames Realty II, Inc. on June 20, 1997, including
assignment and release of the shopping center lease agreement.
For the three months ended May 4, 1996, net sales increased 4.8% as compared
to the three months ended April 29, 1995. Comparable store sales increased
1.7% during the period. Sales for the prior year were negatively impacted by
a fourteen day public transit strike in the Company's trading area.
Costs and expenses as a percentage of sales and the effective tax rate
were as follows:
THREE MONTHS
ENDED
5/4/96
------------
Cost of sales, including occupancy and buying costs 77.7
Selling and administrative expenses, net of finance charges 20.4
Depreciation 3.8
Interest 2.0
Provision for doubtful accounts 1.2
Effective tax rate (benefit) (34.0)
Cost of sales, including occupancy and buying costs, for the three months
ended May 4, 1996, reflect increased markdowns taken to stimulate sales
in the Company's highly competitive trading area. Selling and administrative
expenses, net of finance charge income for the three months ended May 4,
1996, reflect tight control of operating expenses, partially offset by a
reduction of finance charge income due to the sale of customer accounts
receivable. Depreciation expense increased due to the new stores opened
in fiscal 1995. The provision for doubtful accounts for the three months
ended May 4, 1996 decreased slightly due to revised credit policies
instituted in fiscal 1995. The decrease in the effective tax rate for
the three months ended May 4, 1996 resulted from a lower statutory
federal rate as a result of anticipated reduced pretax earnings.
Cash Payments and Receipts During Liquidation
- ---------------------------------------------
Payments made during the three months ended May 3, 1997 consisted primarily of
repayment of $12,200,000 borrowed on the Company's line of credit facility,
wages and benefits for the Company's severance plans, net operating costs of
the three Clover stores, liquidation and winddown expenses, and the dividend
paid to shareholders in March, 1997.
Cash received during the three months ended May 3, 1997 consisted primarily of
$22,500,000 in federal tax refunds, sale of certain property, fixtures and
equipment, and a cash dividend on the shares of The May Department Stores
Company common stock.
Financial Condition and Liquidity
- ---------------------------------
Operating activities for the three months ended May 4, 1996 resulted in
a use of $37,700,000 of cash, primarily attributed to reduced collections
due to the Company's sale of certain private label credit card accounts.
Capital expenditures of $4,400,000 during this period were principally
to finish projects started in fiscal 1995. Cash provided by financing
activities was $35,500,000 for the three months ended May 4, 1996.
In connection with the Liquidation, in August, 1996 the Company entered
into a $25,000,000 revolving credit facility with First Union National
Bank. The $12,200,000 outstanding under the facility as of February 1,
1997 was repaid with a portion of the proceeds of the Company's
$22,500,000 federal tax refunds received in March, 1997. Management
believes that this credit facility, together with amounts received from
the sale of remaining assets, including certain shares of May common
stock, will be sufficient to provide the liquidity necessary to complete
the Company's dissolution.
<PAGE>
Form 10-Q
Page 14
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
In connection with its dissolution, the Company, as required by
Pennsylvania Business Corporation Law ("PBCL"), notified all known
entities having claims against the Company and also served public
notice of its planned dissolution. These notices requested entities
to provide sufficient detail to enable the Company to evaluate the
substance of any claims against the Company. To the extent the
Company rejected any claims in accordance with PCBL, such claim is
permanently barred unless the claimant whose claim was rejected had
commenced an action within 90 days of the Company's mailing of the
rejection notice.
The Company has been named as a defendant in several actions related
to its dissolution. In one of those actions, the Company's Directors
were also named as defendants. In another action, the plaintiffs
seek to enjoin the distribution of May shares to the Company's
shareholders. While management believes these actions are without
merit and that adequate accruals have been established in the
accompanying condensed consolidated financial statements to provide
for any costs that may be incurred with respect to these
contingencies, there can be no assurance as to the time of payment or
that the ultimate settlement of these claims will not be higher or
lower than the amounts recorded.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
--------
Exhibit 27 -- Financial Data Schedule
(b) Reports on Form 8-K
-------------------
None.
SIGNATURE
---------
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.
STRAWBRIDGE & CLOTHIER
-------------------------------------------
Registrant
Date: June 23, 1997
-------------
/s/ Thomas S. Rittenhouse
-------------------------------------------
Thomas S. Rittenhouse
Vice President-Operations,
Administration and Controller
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
EXHIBIT 27
STRAWBRIDGE & CLOTHIER
FINANCIAL DATA SCHEDULE
This schedule contains summary financial information extracted from
Strawbridge & Clothier's condensed consolidated financial statement of net
assets in liquidation at May 3, 1997, and is qualified in its entirety
by reference to such financial statement.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-END> MAY-03-1997
<CASH> 9,222
<SECURITIES> 208,936
<RECEIVABLES> 308
<ALLOWANCES> 0
<INVENTORY> 4,708
<CURRENT-ASSETS> 0
<PP&E> 3,750
<DEPRECIATION> 0
<TOTAL-ASSETS> 228,832
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 184,986
<TOTAL-LIABILITY-AND-EQUITY> 228,832
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (0)
<INCOME-TAX> (0)
<INCOME-CONTINUING> (0)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (0)
<EPS-PRIMARY> (0)
<EPS-DILUTED> (0)
</TABLE>
