Exhibit 99.1 | |||||
HANOVER DIRECT, INC. | |||||
PRO FORMA CONSOLIDATED BALANCE SHEET | |||||
As of December 25, 2004
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| As Reported | Pro Forma | Pro Forma |
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| Results | Gump's | Results |
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(In thousands of dollars) |
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ASSETS |
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CURRENT ASSETS |
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Cash and cash equivalents |
| $ 510 | $ (215) | $ 295 |
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Accounts receivable |
| 17,819 | (2,782) | 15,037 |
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Inventories, principally finished goods |
| 53,147 | (6,208) | 46,939 |
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Prepaid catalog costs |
| 15,644 | (1,453) | 14,191 |
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Other current assets |
| 4,482 | (184) | 4,298 |
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Total Current Assets |
| 91,602 | (10,842) | 80,760 |
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PROPERTY AND EQUIPMENT, AT COST: |
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Land |
| 4,361 | - | 4,361 |
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Buildings and building improvements |
| 18,221 | - | 18,221 |
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Leasehold improvements |
| 10,156 | (7,684) | 2,472 |
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Furniture, fixtures and equipment |
| 53,792 | (2,386) | 51,406 |
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| 86,530 | (10,070) | 76,460 |
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Accumulated depreciation and amortization |
| (61,906) | 6,849 | (55,057) |
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Property and equipment, net |
| 24,624 | (3,221) | 21,403 |
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Goodwill |
| 9,278 | (628) | 8,650 | a |
Deferred tax asset |
| 2,179 | 171 | 2,350 |
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Other non-current assets |
| 2,816 | - | 2,816 |
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Total Assets |
| $ 130,499 | $ (14,520) | $ 115,979 |
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LIABILITIES AND SHAREHOLDERS' DEFICIENCY |
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CURRENT LIABILITIES: |
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Short-term debt and capital lease obligations |
| $ 16,690 | $ (2,930) | $ 13,760 | b |
Accounts Payable |
| 29,544 | (4,086) | 25,458 |
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Accrued liabilities |
| 20,535 | (1,707) | 18,828 |
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Customer prepayments and credits |
| 12,032 | (934) | 11,098 |
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Deferred tax liability |
| 2,179 | 171 | 2,350 |
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Total Current Liabilities |
| 80,980 | (9,486) | 71,494 |
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NON-CURRENT LIABILITIES: |
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Long-term debt, including $8,159 to a related party as of December 25, 2004 |
| 11,196 | - | 11,196 |
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Series C Participating Preferred Stock, authorized, issued and outstanding 564,819 shares |
| 72,689 | - | 72,689 |
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Other |
| 3,286 | (3,283) | 3 |
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Total Non-current Liabilities |
| 87,171 | (3,283) | 83,888 |
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Total Liabilities |
| 168,151 | (12,769) | 155,382 |
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SHAREHOLDERS' DEFICIENCY: |
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Common stock, $0.01 par value, authorized 50,000,000 shares |
| 225 | - | 225 |
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Capital in excess of par value |
| 460,744 | (26,540) | 434,204 |
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Accumulated Deficit |
| (498,621) | 24,789 | (473,832) |
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Total Shareholders' Deficiency |
| (37,652) | (1,751) | (39,403) |
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Total Liabilities and Shareholders' Deficiency |
| $ 130,499 | $ (14,520) | $ 115,979 |
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Summary of Pro Forma Adjustments : |
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a Goodwill attributable to Gump's was calculated using the percentage of the purchase price compared to the weighted average appraisal value. | |||||
of the Company applied to the balance of unamortized goodwill as of December 25, 2004. | |||||
b Assumed certain proceeds related to the transaction were applied to the Wachovia Revolving Credit Facility. |
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HANOVER DIRECT, INC. | |||||||
PRO FORMA CONSOLIDATED STATEMENT OF INCOME | |||||||
For the Year Ended December 25, 2004
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| As Reported | Pro Forma | Pro Forma |
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| Results | Gump's | Results |
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| (In thousands of dollars , except for per share amounts) | |||||
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NET REVENUES |
| $ 403,160 | $ (42,634) | $ 360,526 |
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OPERATING COSTS AND EXPENSES: |
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Cost of sales and operating expenses |
| 243,215 | (26,275) | 216,940 |
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Special charges |
| 1,536 | 148 | 1,684 |
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Selling expenses |
| 100,460 | (9,557) | 90,903 |
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General and administrative expenses |
| 43,213 | (2,839) | 40,374 |
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Depreciation and amortization |
| 3,994 | (682) | 3,312 |
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| 392,418 | (39,205) | 353,213 |
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INCOME FROM OPERATIONS |
| 10,742 | (3,429) | 7,313 |
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Gain on sale of Gump's |
| - | 3,576 | 3,576 | a |
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INCOME BEFORE INTEREST & INCOME TAXES |
| 10,742 | 147 | 10,889 |
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Interest expense, net |
| 5,567 | (724) | 4,843 | b |
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INCOME BEFORE INCOME TAXES |
| 5,175 | 871 | 6,046 |
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Provision for Federal income taxes |
| 146 | - | 146 |
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Provision for state income taxes |
| 28 | - | 28 |
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Provision for income taxes |
| 174 | - | 174 |
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NET INCOME AND COMPREHENSIVE INCOME |
| 5,001 | 871 | 5,872 |
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Earnings Applicable to Preferred Stock |
| 124 | 22 | 146 |
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NET INCOME APPLICABLE TO COMMON SHAREHOLDERS |
| $ 4,877 | $ 849 | $ 5,726 |
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NET INCOME PER COMMON SHARE: |
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Net income per common share basic |
| $ 0.22 |
| $ 0.26 |
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Net income per common share diluted |
| $ 0.18 |
| $ 0.21 |
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Weighted average common shares outstanding- basic (thousands) |
| 22,220 |
| 22,220 |
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Weighted average common shares outstanding- diluted (thousands) |
| 27,015 |
| 27,015 |
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Summary of Pro Forma Adjustments : |
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a Gain on sale of Gump's at March 14, 2005 . | |||||||
b Includes $407 of pro forma interest expense reduction for 2004 assuming sales proceeds of approximately $8.5 million. | |||||||
were applied to the Wachovia Revolving Credit Facility as of the beginning of fiscal 2004. |
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