GUARANTOR AND NON-GUARANTOR SUBSIDIARIES | 9 Months Ended |
Nov. 02, 2013 |
GUARANTOR AND NON-GUARANTOR SUBSIDIARIES | ' |
GUARANTOR AND NON-GUARANTOR SUBSIDIARIES | ' |
12. GUARANTOR AND NON-GUARANTOR SUBSIDIARIES |
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Certain debt obligations of the Company, which constitute debt obligations of the Issuer, are guaranteed by the Parent and by each of its subsidiaries, other than the Issuer, that is an obligor under the Company’s senior secured credit facility. Separate financial statements of the Parent, the Issuer and such subsidiary guarantors are not presented because the guarantees by the Parent and each wholly owned subsidiary guarantor are joint and several, full and unconditional, except for certain customary limitations which are applicable only to a subsidiary guarantor. These customary limitations include releases of a guarantee (1) if the subsidiary guarantor no longer guarantees other indebtedness of the Issuer; (2) if there is a sale or other disposition of the capital stock of a subsidiary guarantor and if such sale complies with the covenant regarding asset sales; and (3) if the subsidiary guarantor is properly designated as an “unrestricted subsidiary.” |
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The condensed consolidating financial information for the Parent, the Issuer and the guarantor and non-guarantor subsidiaries as of November 2, 2013 and February 2, 2013 and for the third quarter in each of 2013 and 2012 and the 39 weeks ended November 2, 2013 and October 27, 2012 as presented below has been prepared from the books and records maintained by the Parent, the Issuer and the guarantor and non-guarantor subsidiaries. The condensed financial information may not necessarily be indicative of the results of operations or financial position had the guarantor and non-guarantor subsidiaries operated as independent entities. Certain intercompany revenues and expenses included in the subsidiary records are eliminated in consolidation. As a result of this activity, an amount due to/due from affiliates will exist at any time. |
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On December 31, 2012, The Elder-Beerman Stores Corp. (a guarantor subsidiary) was merged with and into the Issuer, with the Issuer as the surviving corporation. Subsequently, the Issuer contributed three stores to Carson Pirie Scott II, Inc. (a guarantor subsidiary), which then contributed those same stores to McRIL, LLC (a guarantor subsidiary). For comparative purposes, the condensed consolidating financial information as presented below has been retrospectively adjusted as if the activity described above occurred at the beginning of each period presented. |
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The Bon-Ton Stores, Inc. |
Condensed Consolidating Balance Sheet |
November 2, 2013 |
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| | | | | | Guarantor | | Non-Guarantor | | Consolidating | | Company | |
| | Parent | | Issuer | | Subsidiaries | | Subsidiaries | | Eliminations | | Consolidated | |
| | | | | | | | | | | | | |
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 1 | | $ | 3,038 | | $ | 5,043 | | $ | — | | $ | — | | $ | 8,082 | |
Merchandise inventories | | — | | 590,837 | | 323,766 | | — | | — | | 914,603 | |
Prepaid expenses and other current assets | | — | | 83,315 | | 4,439 | | 3,944 | | (578 | ) | 91,120 | |
Total current assets | | 1 | | 677,190 | | 333,248 | | 3,944 | | (578 | ) | 1,013,805 | |
Property, fixtures and equipment at cost, net | | — | | 234,300 | | 172,501 | | 243,165 | | — | | 649,966 | |
Deferred income taxes | | — | | 6,114 | | 10,545 | | — | | — | | 16,659 | |
Intangible assets, net | | — | | 34,102 | | 70,830 | | — | | — | | 104,932 | |
Investment in and advances to (from) affiliates | | 48,873 | | 429,589 | | 272,151 | | (52 | ) | (750,561 | ) | — | |
Other long-term assets | | — | | 21,711 | | 504 | | 924 | | — | | 23,139 | |
Total assets | | $ | 48,874 | | $ | 1,403,006 | | $ | 859,779 | | $ | 247,981 | | $ | (751,139 | ) | $ | 1,808,501 | |
| | | | | | | | | | | | | |
Liabilities and Shareholders’ Equity | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable | | $ | — | | $ | 351,281 | | $ | — | | $ | — | | $ | — | | $ | 351,281 | |
Accrued payroll and benefits | | — | | 21,115 | | 4,254 | | — | | — | | 25,369 | |
Accrued expenses | | — | | 92,851 | | 68,875 | | 76 | | (578 | ) | 161,224 | |
Current maturities of long-term debt and obligations under capital leases | | — | | 669 | | 3,209 | | 7,247 | | — | | 11,125 | |
Deferred income taxes | | — | | 10,290 | | 12,932 | | — | | — | | 23,222 | |
Income taxes payable | | — | | 4 | | — | | — | | — | | 4 | |
Total current liabilities | | — | | 476,210 | | 89,270 | | 7,323 | | (578 | ) | 572,225 | |
| | | | | | | | | | | | | |
Long-term debt and obligations under capital leases, less current maturities | | — | | 723,512 | | 43,850 | | 214,023 | | — | | 981,385 | |
Other long-term liabilities | | — | | 154,633 | | 49,707 | | 1,677 | | — | | 206,017 | |
Total liabilities | | — | | 1,354,355 | | 182,827 | | 223,023 | | (578 | ) | 1,759,627 | |
| | | | | | | | | | | | | |
Shareholders’ equity | | 48,874 | | 48,651 | | 676,952 | | 24,958 | | (750,561 | ) | 48,874 | |
| | | | | | | | | | | | | |
Total liabilities and shareholders’ equity | | $ | 48,874 | | $ | 1,403,006 | | $ | 859,779 | | $ | 247,981 | | $ | (751,139 | ) | $ | 1,808,501 | |
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The Bon-Ton Stores, Inc. |
Condensed Consolidating Balance Sheet |
February 2, 2013 |
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| | | | | | Guarantor | | Non-Guarantor | | Consolidating | | Company | |
| | Parent | | Issuer | | Subsidiaries | | Subsidiaries | | Eliminations | | Consolidated | |
| | | | | | | | | | | | | |
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 1 | | $ | 3,414 | | $ | 4,511 | | $ | — | | $ | — | | $ | 7,926 | |
Merchandise inventories | | — | | 493,780 | | 264,620 | | — | | — | | 758,400 | |
Prepaid expenses and other current assets | | — | | 62,855 | | 4,414 | | 3,910 | | (578 | ) | 70,601 | |
Total current assets | | 1 | | 560,049 | | 273,545 | | 3,910 | | (578 | ) | 836,927 | |
Property, fixtures and equipment at cost, net | | — | | 221,966 | | 179,437 | | 251,419 | | — | | 652,822 | |
Deferred income taxes | | — | | 6,216 | | 8,794 | | — | | — | | 15,010 | |
Intangible assets, net | | — | | 36,666 | | 73,897 | | — | | — | | 110,563 | |
Investment in and advances to (from) affiliates | | 110,605 | | 366,851 | | 328,183 | | (52 | ) | (805,587 | ) | — | |
Other long-term assets | | — | | 17,389 | | 343 | | 1,155 | | — | | 18,887 | |
Total assets | | $ | 110,606 | | $ | 1,209,137 | | $ | 864,199 | | $ | 256,432 | | $ | (806,165 | ) | $ | 1,634,209 | |
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Liabilities and Shareholders’ Equity | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable | | $ | — | | $ | 193,898 | | $ | — | | $ | — | | $ | — | | $ | 193,898 | |
Accrued payroll and benefits | | — | | 26,899 | | 5,511 | | — | | — | | 32,410 | |
Accrued expenses | | — | | 86,686 | | 79,350 | | 78 | | (578 | ) | 165,536 | |
Current maturities of long-term debt and obligations under capital leases | | — | | 69,874 | | 3,034 | | 6,903 | | — | | 79,811 | |
Deferred income taxes | | — | | 9,777 | | 10,479 | | — | | — | | 20,256 | |
Income taxes payable | | — | | 12 | | 727 | | — | | — | | 739 | |
Total current liabilities | | — | | 387,146 | | 99,101 | | 6,981 | | (578 | ) | 492,650 | |
| | | | | | | | | | | | | |
Long-term debt and obligations under capital leases, less current maturities | | — | | 555,532 | | 46,279 | | 219,531 | | — | | 821,342 | |
Other long-term liabilities | | — | | 155,208 | | 52,815 | | 1,588 | | — | | 209,611 | |
Total liabilities | | — | | 1,097,886 | | 198,195 | | 228,100 | | (578 | ) | 1,523,603 | |
| | | | | | | | | | | | | |
Shareholders’ equity | | 110,606 | | 111,251 | | 666,004 | | 28,332 | | (805,587 | ) | 110,606 | |
| | | | | | | | | | | | | |
Total liabilities and shareholders’ equity | | $ | 110,606 | | $ | 1,209,137 | | $ | 864,199 | | $ | 256,432 | | $ | (806,165 | ) | $ | 1,634,209 | |
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The Bon-Ton Stores, Inc. |
Condensed Consolidating Statement of Operations |
Thirteen Weeks Ended November 2, 2013 |
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| | | | | | Guarantor | | Non-Guarantor | | Consolidating | | Company | |
| | Parent | | Issuer | | Subsidiaries | | Subsidiaries | | Eliminations | | Consolidated | |
| | | | | | | | | | | | | |
Net sales | | $ | — | | $ | 376,348 | | $ | 274,813 | | $ | — | | $ | — | | $ | 651,161 | |
Other income | | — | | 8,881 | | 6,531 | | — | | — | | 15,412 | |
| | — | | 385,229 | | 281,344 | | — | | — | | 666,573 | |
| | | | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | | | |
Costs of merchandise sold | | — | | 240,501 | | 172,431 | | — | | — | | 412,932 | |
Selling, general and administrative | | — | | 131,649 | | 90,831 | | 30 | | (7,306 | ) | 215,204 | |
Depreciation and amortization | | — | | 9,913 | | 8,484 | | 2,752 | | — | | 21,149 | |
Amortization of lease-related interests | | — | | 425 | | 692 | | — | | — | | 1,117 | |
Impairment charges | | — | | 321 | | — | | — | | — | | 321 | |
Income (loss) from operations | | — | | 2,420 | | 8,906 | | (2,782 | ) | 7,306 | | 15,850 | |
| | | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | | |
Intercompany income | | — | | 439 | | 4,898 | | 6,651 | | (11,988 | ) | — | |
Equity in (losses) earnings of subsidiaries | | (662 | ) | 13,194 | | — | | — | | (12,532 | ) | — | |
Interest expense, net | | — | | (16,695 | ) | (891 | ) | (3,588 | ) | 4,682 | | (16,492 | ) |
Loss on exchange/extinguishment of debt | | — | | (20 | ) | — | | — | | — | | (20 | ) |
| | | | | | | | | | | | | |
(Loss) income before income taxes | | (662 | ) | (662 | ) | 12,913 | | 281 | | (12,532 | ) | (662 | ) |
Income tax provision (benefit) | | 269 | | 269 | | (8 | ) | — | | (261 | ) | 269 | |
| | | | | | | | | | | | | |
Net (loss) income | | $ | (931 | ) | $ | (931 | ) | $ | 12,921 | | $ | 281 | | $ | (12,271 | ) | $ | (931 | ) |
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The Bon-Ton Stores, Inc. |
Condensed Consolidating Statement of Comprehensive Income |
Thirteen Weeks Ended November 2, 2013 |
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| | | | | | Guarantor | | Non-Guarantor | | Consolidating | | Company | |
| | Parent | | Issuer | | Subsidiaries | | Subsidiaries | | Eliminations | | Consolidated | |
| | | | | | | | | | | | | |
Net (loss) income | | $ | (931 | ) | $ | (931 | ) | $ | 12,921 | | $ | 281 | | $ | (12,271 | ) | $ | (931 | ) |
Other comprehensive income, net of tax: | | | | | | | | | | | | | |
Pension and postretirement benefit plans | | 1,551 | | 1,551 | | — | | — | | (1,551 | ) | 1,551 | |
Comprehensive income | | $ | 620 | | $ | 620 | | $ | 12,921 | | $ | 281 | | $ | (13,822 | ) | $ | 620 | |
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The Bon-Ton Stores, Inc. |
Condensed Consolidating Statement of Operations |
Thirteen Weeks Ended October 27, 2012 |
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| | | | | | Guarantor | | Non-Guarantor | | Consolidating | | Company | |
| | Parent | | Issuer | | Subsidiaries | | Subsidiaries | | Eliminations | | Consolidated | |
| | | | | | | | | | | | | |
Net sales | | $ | — | | $ | 383,809 | | $ | 284,922 | | $ | — | | $ | — | | $ | 668,731 | |
Other income | | — | | 8,164 | | 6,225 | | — | | — | | 14,389 | |
| | — | | 391,973 | | 291,147 | | — | | — | | 683,120 | |
| | | | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | | | |
Costs of merchandise sold | | — | | 246,388 | | 177,831 | | — | | — | | 424,219 | |
Selling, general and administrative | | — | | 135,787 | | 95,700 | | 28 | | (6,669 | ) | 224,846 | |
Depreciation and amortization | | — | | 9,723 | | 9,007 | | 2,751 | | — | | 21,481 | |
Amortization of lease-related interests | | — | | 484 | | 684 | | — | | — | | 1,168 | |
Impairment charges | | — | | 593 | | — | | — | | — | | 593 | |
(Loss) income from operations | | — | | (1,002 | ) | 7,925 | | (2,779 | ) | 6,669 | | 10,813 | |
| | | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | | |
Intercompany income | | — | | — | | 18 | | 6,651 | | (6,669 | ) | — | |
Equity in (losses) earnings of subsidiaries | | (9,799 | ) | 6,132 | | — | | — | | 3,667 | | — | |
Interest expense, net | | — | | (14,312 | ) | (1,987 | ) | (3,696 | ) | — | | (19,995 | ) |
Loss on exchange/extinguishment of debt | | — | | (617 | ) | — | | — | | — | | (617 | ) |
| | | | | | | | | | | | | |
(Loss) income before income taxes | | (9,799 | ) | (9,799 | ) | 5,956 | | 176 | | 3,667 | | (9,799 | ) |
Income tax provision | | 349 | | 349 | | 233 | | — | | (582 | ) | 349 | |
| | | | | | | | | | | | | |
Net (loss) income | | $ | (10,148 | ) | $ | (10,148 | ) | $ | 5,723 | | $ | 176 | | $ | 4,249 | | $ | (10,148 | ) |
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The Bon-Ton Stores, Inc. |
Condensed Consolidating Statement of Comprehensive (Loss) Income |
Thirteen Weeks Ended October 27, 2012 |
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| | | | | | Guarantor | | Non-Guarantor | | Consolidating | | Company | |
| | Parent | | Issuer | | Subsidiaries | | Subsidiaries | | Eliminations | | Consolidated | |
| | | | | | | | | | | | | |
Net (loss) income | | $ | (10,148 | ) | $ | (10,148 | ) | $ | 5,723 | | $ | 176 | | $ | 4,249 | | $ | (10,148 | ) |
Other comprehensive income, net of tax: | | | | | | | | | | | | | |
Pension and postretirement benefit plans | | 1,596 | | 1,596 | | — | | — | | (1,596 | ) | 1,596 | |
Comprehensive (loss) income | | $ | (8,552 | ) | $ | (8,552 | ) | $ | 5,723 | | $ | 176 | | $ | 2,653 | | $ | (8,552 | ) |
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The Bon-Ton Stores, Inc. |
Condensed Consolidating Statement of Operations |
Thirty-Nine Weeks Ended November 2, 2013 |
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| | | | | | Guarantor | | Non-Guarantor | | Consolidating | | Company | |
| | Parent | | Issuer | | Subsidiaries | | Subsidiaries | | Eliminations | | Consolidated | |
| | | | | | | | | | | | | |
Net sales | | $ | — | | $ | 1,076,195 | | $ | 779,010 | | $ | — | | $ | — | | $ | 1,855,205 | |
Other income | | — | | 25,325 | | 18,911 | | — | | — | | 44,236 | |
| | — | | 1,101,520 | | 797,921 | | — | | — | | 1,899,441 | |
| | | | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | | | |
Costs of merchandise sold | | — | | 691,896 | | 493,632 | | — | | — | | 1,185,528 | |
Selling, general and administrative | | — | | 397,545 | | 276,271 | | 90 | | (22,353 | ) | 651,553 | |
Depreciation and amortization | | — | | 31,200 | | 25,794 | | 8,254 | | — | | 65,248 | |
Amortization of lease-related interests | | — | | 1,312 | | 2,076 | | — | | — | | 3,388 | |
Impairment charges | | — | | 452 | | — | | — | | — | | 452 | |
(Loss) income from operations | | — | | (20,885 | ) | 148 | | (8,344 | ) | 22,353 | | (6,728 | ) |
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Other income (expense): | | | | | | | | | | | | | |
Intercompany income | | — | | 1,407 | | 13,980 | | 20,170 | | (35,557 | ) | — | |
Equity in (losses) earnings of subsidiaries | | (63,772 | ) | 12,405 | | — | | — | | 51,367 | | — | |
Interest expense, net | | — | | (52,402 | ) | (2,718 | ) | (10,831 | ) | 13,204 | | (52,747 | ) |
Loss on exchange/extinguishment of debt | | — | | (4,297 | ) | — | | — | | — | | (4,297 | ) |
| | | | | | | | | | | | | |
(Loss) income before income taxes | | (63,772 | ) | (63,772 | ) | 11,410 | | 995 | | 51,367 | | (63,772 | ) |
Income tax provision | | 1,123 | | 1,123 | | 461 | | — | | (1,584 | ) | 1,123 | |
| | | | | | | | | | | | | |
Net (loss) income | | $ | (64,895 | ) | $ | (64,895 | ) | $ | 10,949 | | $ | 995 | | $ | 52,951 | | $ | (64,895 | ) |
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The Bon-Ton Stores, Inc. |
Condensed Consolidating Statement of Comprehensive (Loss) Income |
Thirty-Nine Weeks Ended November 2, 2013 |
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| | | | | | Guarantor | | Non-Guarantor | | Consolidating | | Company | |
| | Parent | | Issuer | | Subsidiaries | | Subsidiaries | | Eliminations | | Consolidated | |
| | | | | | | | | | | | | |
Net (loss) income | | $ | (64,895 | ) | $ | (64,895 | ) | $ | 10,949 | | $ | 995 | | $ | 52,951 | | $ | (64,895 | ) |
Other comprehensive income, net of tax: | | | | | | | | | | | | | |
Pension and postretirement benefit plans | | 4,653 | | 4,653 | | — | | — | | (4,653 | ) | 4,653 | |
Comprehensive (loss) income | | $ | (60,242 | ) | $ | (60,242 | ) | $ | 10,949 | | $ | 995 | | $ | 48,298 | | $ | (60,242 | ) |
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The Bon-Ton Stores, Inc. |
Condensed Consolidating Statement of Operations |
Thirty-Nine Weeks Ended October 27, 2012 |
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| | | | | | Guarantor | | Non-Guarantor | | Consolidating | | Company | |
| | Parent | | Issuer | | Subsidiaries | | Subsidiaries | | Eliminations | | Consolidated | |
| | | | | | | | | | | | | |
Net sales | | $ | — | | $ | 1,095,249 | | $ | 809,108 | | $ | — | | $ | — | | $ | 1,904,357 | |
Other income | | — | | 22,342 | | 17,978 | | — | | — | | 40,320 | |
| | — | | 1,117,591 | | 827,086 | | — | | — | | 1,944,677 | |
| | | | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | | | |
Costs of merchandise sold | | — | | 710,323 | | 515,828 | | — | | — | | 1,226,151 | |
Selling, general and administrative | | — | | 408,614 | | 287,807 | | (3,486 | ) | (20,414 | ) | 672,521 | |
Depreciation and amortization | | — | | 31,143 | | 27,617 | | 8,333 | | — | | 67,093 | |
Amortization of lease-related interests | | — | | 1,468 | | 2,061 | | — | | — | | 3,529 | |
Impairment charges | | — | | 712 | | — | | — | | — | | 712 | |
Loss from operations | | — | | (34,669 | ) | (6,227 | ) | (4,847 | ) | 20,414 | | (25,329 | ) |
| | | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | | |
Intercompany income | | — | | — | | 55 | | 20,359 | | (20,414 | ) | — | |
Equity in losses of subsidiaries | | (94,690 | ) | (9,520 | ) | — | | — | | 104,210 | | — | |
Interest expense, net | | — | | (43,583 | ) | (6,442 | ) | (11,249 | ) | — | | (61,274 | ) |
Loss on exchange/extinguishment of debt | | — | | (6,918 | ) | — | | (1,169 | ) | — | | (8,087 | ) |
| | | | | | | | | | | | | |
(Loss) income before income taxes | | (94,690 | ) | (94,690 | ) | (12,614 | ) | 3,094 | | 104,210 | | (94,690 | ) |
Income tax provision | | 1,277 | | 1,277 | | 654 | | — | | (1,931 | ) | 1,277 | |
| | | | | | | | | | | | | |
Net (loss) income | | $ | (95,967 | ) | $ | (95,967 | ) | $ | (13,268 | ) | $ | 3,094 | | $ | 106,141 | | $ | (95,967 | ) |
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The Bon-Ton Stores, Inc. |
Condensed Consolidating Statement of Comprehensive (Loss) Income |
Thirty-Nine Weeks Ended October 27, 2012 |
|
| | | | | | Guarantor | | Non-Guarantor | | Consolidating | | Company | |
| | Parent | | Issuer | | Subsidiaries | | Subsidiaries | | Eliminations | | Consolidated | |
| | | | | | | | | | | | | |
Net (loss) income | | $ | (95,967 | ) | $ | (95,967 | ) | $ | (13,268 | ) | $ | 3,094 | | $ | 106,141 | | $ | (95,967 | ) |
Other comprehensive income, net of tax: | | | | | | | | | | | | | |
Pension and postretirement benefit plans | | 4,788 | | 4,788 | | — | | — | | (4,788 | ) | 4,788 | |
Comprehensive (loss) income | | $ | (91,179 | ) | $ | (91,179 | ) | $ | (13,268 | ) | $ | 3,094 | | $ | 101,353 | | $ | (91,179 | ) |
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The Bon-Ton Stores, Inc. |
Condensed Consolidating Statement of Cash Flows |
Thirty-Nine Weeks Ended November 2, 2013 |
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| | | | | | Guarantor | | Non-Guarantor | | Consolidating | | Company | |
| | Parent | | Issuer | | Subsidiaries | | Subsidiaries | | Eliminations | | Consolidated | |
Net cash provided by (used in) operating activities | | $ | 4,100 | | $ | (44,641 | ) | $ | 14,984 | | $ | 9,534 | | $ | (7,368 | ) | $ | (23,391 | ) |
| | | | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | | |
Capital expenditures | | — | | (48,580 | ) | (12,200 | ) | — | | — | | (60,780 | ) |
Intercompany investing activity | | (595 | ) | (437 | ) | — | | — | | 1,032 | | — | |
Proceeds from sale of property, fixtures and equipment | | — | | 1,272 | | 2 | | — | | — | | 1,274 | |
Net cash used in investing activities | | (595 | ) | (47,745 | ) | (12,198 | ) | — | | 1,032 | | (59,506 | ) |
| | | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | | |
Payments on long-term debt and capital lease obligations | | — | | (910,373 | ) | (2,254 | ) | (5,164 | ) | — | | (917,791 | ) |
Proceeds from issuance of long-term debt | | — | | 1,007,791 | | — | | — | | — | | 1,007,791 | |
Intercompany financing activity | | — | | (1,966 | ) | — | | (4,370 | ) | 6,336 | | — | |
Deferred financing costs paid | | — | | (8,712 | ) | — | | — | | — | | (8,712 | ) |
Cash dividends paid | | (1,966 | ) | — | | — | | — | | — | | (1,966 | ) |
Restricted shares forfeited in lieu of payroll taxes | | (2,134 | ) | — | | — | | — | | — | | (2,134 | ) |
Proceeds from stock options exercised | | 595 | | — | | — | | — | | — | | 595 | |
Increase in book overdraft balances | | — | | 5,270 | | — | | — | | — | | 5,270 | |
Net cash (used in) provided by financing activities | | (3,505 | ) | 92,010 | | (2,254 | ) | (9,534 | ) | 6,336 | | 83,053 | |
| | | | | | | | | | | | | |
Net (decrease) increase in cash and cash equivalents | | — | | (376 | ) | 532 | | — | | — | | 156 | |
| | | | | | | | | | | | | |
Cash and cash equivalents at beginning of period | | 1 | | 3,414 | | 4,511 | | — | | — | | 7,926 | |
| | | | | | | | | | | | | |
Cash and cash equivalents at end of period | | $ | 1 | | $ | 3,038 | | $ | 5,043 | | $ | — | | $ | — | | $ | 8,082 | |
|
The Bon-Ton Stores, Inc. |
Condensed Consolidating Statement of Cash Flows |
Thirty-Nine Weeks Ended October 27, 2012 |
|
| | | | | | Guarantor | | Non-Guarantor | | Consolidating | | Company | |
| | Parent | | Issuer | | Subsidiaries | | Subsidiaries | | Eliminations | | Consolidated | |
Net cash provided by (used in) operating activities | | $ | 4,564 | | $ | (85,349 | ) | $ | 11,271 | | $ | 4,698 | | $ | (6,757 | ) | $ | (71,573 | ) |
| | | | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | | |
Capital expenditures | | — | | (43,251 | ) | (14,316 | ) | — | | — | | (57,567 | ) |
Intercompany investing activity | | (537 | ) | (1,727 | ) | — | | — | | 2,264 | | — | |
Proceeds from sale of property, fixtures and equipment | | — | | 23 | | 1 | | 8,234 | | — | | 8,258 | |
Net cash (used in) provided by investing activities | | (537 | ) | (44,955 | ) | (14,315 | ) | 8,234 | | 2,264 | | (49,309 | ) |
| | | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | | |
Payments on long-term debt and capital lease obligations | | — | | (393,117 | ) | (2,079 | ) | (11,343 | ) | — | | (406,539 | ) |
Proceeds from issuance of long-term debt | | — | | 544,636 | | — | | — | | — | | 544,636 | |
Intercompany financing activity | | — | | (2,904 | ) | — | | (1,589 | ) | 4,493 | | — | |
Debt exchange costs paid | | — | | (6,684 | ) | — | | — | | — | | (6,684 | ) |
Deferred financing costs paid | | — | | (878 | ) | — | | — | | — | | (878 | ) |
Cash dividends paid | | (2,904 | ) | — | | — | | — | | — | | (2,904 | ) |
Restricted shares forfeited in lieu of payroll taxes | | (1,660 | ) | — | | — | | — | | — | | (1,660 | ) |
Proceeds from stock options exercised | | 537 | | — | | — | | — | | — | | 537 | |
Decrease in book overdraft balances | | — | | (11,794 | ) | — | | — | | — | | (11,794 | ) |
Net cash (used in) provided by financing activities | | (4,027 | ) | 129,259 | | (2,079 | ) | (12,932 | ) | 4,493 | | 114,714 | |
| | | | | | | | | | | | | |
Net decrease in cash and cash equivalents | | — | | (1,045 | ) | (5,123 | ) | — | | — | | (6,168 | ) |
| | | | | | | | | | | | | |
Cash and cash equivalents at beginning of period | | 1 | | 4,695 | | 9,576 | | — | | — | | 14,272 | |
| | | | | | | | | | | | | |
Cash and cash equivalents at end of period | | $ | 1 | | $ | 3,650 | | $ | 4,453 | | $ | — | | $ | — | | $ | 8,104 | |
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