SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20548
FORM 10-Q/A
(Amendment No. 1)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended November 2, 1996
[ ] Transition report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Transition period from ________ to ________
Commission File Number: 1-1594
CROWLEY, MILNER AND COMPANY
(Exact name of registrant as specified in its charter)
Michigan 38-0454910
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2301 West Lafayette Boulevard, Detroit, Michigan 48216
(Address of principal executive offices)(Zip Code)
(313) 962-2400
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report.)
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, and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
The number of shares outstanding of Registrant's common stock, as of
December 17, 1996 was 1,503,378.
The Registrant files this Form 10-Q/A (Amendment No. 1) solely to
revise Part I -- Financial Information, Item 1. Financial Statements to
correct a typographical error in the Condensed Consolidated Statements of
Income for the nine months ended November 2, 1996, pursuant to which the
description of the line item "Earnings (loss) from operation of Steinbach"
has been changed to read "(Earnings) loss from operation of Steinbach".
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CROWLEY, MILNER AND COMPANY AND CONSOLIDATED SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
NINE MONTHS ENDED THREE MONTHS ENDED
NOVEMBER 2 OCTOBER 28 NOVEMBER 2 OCTOBER 28
1996 1995 1996 1995
(CONSOLIDATED (CONSOLIDATED
09/01/96) (AS RESTATED) 09/01/96) (AS RESTATED)
----------- ----------- ------------ -----------
Net Sales $86,022,297 $69,920,344 $41,255,148 $24,963,823
Cost of merchandise
and services sold 57,545,476 48,658,017 26,706,592 16,664,456
---------- ---------- ---------- ----------
28,476,821 21,262,327 14,548,556 8,299,367
Operating, selling,
general and admin-
istrative expenses 30,505,417 23,919,408 14,496,766 8,494,102
---------- ---------- ---------- ---------
(2,028,596) (2,657,081) 51,790 (194,735)
Other charges (credits):
Interest expense 1,541,412 1,308,498 668,994 492,459
Investment income (112,077) (73,323) (60,158) (24,889)
Other (429,857) (157,493) (427,969) (1,635)
(Earnings) loss from
operation of
Steinbach (837,213) - 556,704 -
--------- --------- --------- ---------
Loss before income
taxes (2,190,861) (3,734,763) (685,781) (660,670)
Income tax credit - - - -
---------- --------- -------- --------
Net loss $(2,190,861) $(3,734,763) $(685,781) $(660,670)
========= ========= ======= =======
Net loss per share $(2.03) $(3.87) $(0.52) $(0.68)
==== ==== ==== ====
Dividends per share $0.00 $0.00 $0.00 $0.00
==== ==== ==== ====
Average number of
Common equivalent
shares outstanding
for earnings per
share 1,077,016 966,069 1,320,895 966,069
========= ======= ========= =======
CROWLEY, MILNER AND COMPANY AND CONSOLIDATED SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
NOVEMBER 2 FEBRUARY 3 OCTOBER 28
1996 1996 1995
(CONSOLIDATED
09/01/96) (AS RESTATED) (AS RESTATED)
----------- ----------- -----------
ASSETS
Current assets:
Cash and cash equivalents
(cash equivalents at 11/02/96:
$351,312; at 02/03/96:
$241,047 and at 10/28/95:
$449,802) $ 441,811 $ 540,613 $ 251,021
Accounts receivable
(less allowances at 11/02/96:
$66,558; at 02/03/96: $61,558
and at 10/28/95: $83,854) 6,267,116 2,014,918 833,649
Inventories at FIFO cost 61,316,683 21,250,958 28,327,560
Other current assets 3,632,046 2,567,954 1,816,419
---------- ---------- ----------
Total current assets 71,657,656 26,374,443 31,228,649
---------- ---------- ----------
Other assets 3,409,056 4,766,006 4,771,881
Property, plant and equipment 27,014,702 23,594,510 25,101,801
Less: Allowance for depreciation
and amortization (15,603,763) (13,835,918) (15,283,443)
---------- ---------- ----------
11,410,939 9,758,592 9,818,358
---------- ---------- ---------
TOTAL ASSETS $86,477,651 $40,899,041 $45,818,888
========== ========== ==========
CROWLEY, MILNER AND COMPANY AND CONSOLIDATED SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Continued)
NOVEMBER 2 FEBRUARY 3 OCTOBER 28
1996 1996 1995
(CONSOLIDATED
09/01/96) (AS RESTATED) (AS RESTATED)
----------- ----------- -----------
LIABILITIES AND SHAREHOLDERS'
EQUITY
Current Liabilities:
Accounts payable $35,458,276 $ 5,279,188 $10,579,600
Short-term borrowings 20,513,622 8,499,392 10,008,372
Compensation and related
withholdings 1,054,198 597,556 728,837
Taxes other than income
taxes 1,564,442 1,797,198 1,208,570
Income taxes 109,972 309,495 309,495
Current maturities of long
term debt 525,000 525,000 485,000
Current portion of capital
lease obligations 284,199 185,402 183,543
---------- --------- ----------
Total Current Liabilities 59,509,709 17,193,231 23,503,417
Long-Term Liabilities:
Long-term debt 5,325,000 5,325,000 5,850,000
Capital lease obligations 6,424,225 3,750,868 3,795,321
Other 1,976,157 1,757,278 1,595,780
--------- --------- ---------
13,725,382 10,833,146 11,241,101
Shareholders' Equity:
Common Stock (authorized
4,000,000 shares; out-
standing 1,501,378
shares at 11/02/96;
966,069 shares
at 02/03/96 and
10/28/96) 1,501,378 966,069 966,069
Other capital 3,204,069 1,178,621 1,199,156
Retained earnings 8,537,113 10,727,974 8,909,145
--------- ---------- ---------
13,242,560 12,872,664 11,074,370
---------- ---------- ----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $86,477,651 $40,899,041 $45,818,888
========== ========== ==========
CROWLEY, MILNER AND COMPANY AND CONSOLIDATED SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED
November 2 October 28,
1996 1995
(Consolidated
09/01/96) (Restated)
---------- ----------
OPERATING ACTIVITIES
Net Loss $(2,190,861) $(3,734,763)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 976,152 986,219
Amortization of restricted stock award 57,193 79,720
Changes in Operating Assets and Liabilities:
Gain on termination of capital lease (372,514) 0
(Increase) decrease in net accounts
receivable (2,118,667) 209,012
(Increase) in inventories (19,135,556) (6,319,687)
Decrease in prepaid expenses and
other assets (949,188) 592,421
Increase in accounts payable 10,971,666 4,766,177
Increase (decrease) in accrued compensation
and other liabilities 1,599,249 (934,076)
---------- ---------
NET CASH USED IN OPERATING ACTIVITIES (11,162,526) (4,354,977)
INVESTMENT ACTIVITIES
Purchase of properties 327,933) (232,554)
Steinbach Acquisition 486,122 0
--------- ---------
NET CASH USED IN INVESTMENT ACTIVITIES (814,055) (232,554)
FINANCING ACTIVITIES
Proceeds from revolving line of credit 106,056,568 83,444,226
Principal payments on revolving line
of credit (94,042,338) (77,342,371)
Principal payments on capital lease
obligations (323,415) (127,782)
Purchase of common stock and stock
options 0 (1,228,212)
Proceeds from sale of common stock 186,964 53,967
---------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 11,877,779 4,799,828
---------- ---------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS (98,802) 212,297
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 540,613 38,724
------- -------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 441,811 $ 251,021
======= =======
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
November 2, 1996
Note A - Basis of Presentation
- ------------------------------
The accompanying unaudited, consolidated, and condensed financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to
Form 10-Q and Article 10 of Regulation S-X. As a result, the financial
statements do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments necessary for a fair
presentation of quarterly operating results are reflected herein and are of
a normal, recurring nature.
Given the seasonal nature of the specialty department store business,
operating results for the thirteen week and for the 39 week periods ended
November 2, 1996, are not necessarily indicative of the results that may be
expected for the year ending February 1, 1997.
It is suggested that these condensed, consolidated, financial statements be
read in conjunction with the financial statements and notes to financial
statements included in the Company's Annual Report on Form 10-K for the year
ended February 3, 1996.
Note B - Acquisition of Steinbach Stores, Inc.
and Presentation of Financial Information
- ---------------------------------------------
As previously reported by the Company in its Quarterly Report on Form 10-Q
for the period ended August 3, 1996, the Company acquired from the several
shareholders (the "Steinbach Shareholders") of Steinbach Stores, Inc.
("Steinbach"), all of the issued and outstanding shares of the capital stock
of Steinbach in exchange for 514,800 shares of the Common Stock of the
Company, pursuant to the terms of an Agreement and Plan of Reorganization,
dated November 17, 1995, as amended (the "Reorganization Agreement"),
between the Company and the Steinbach Shareholders. As a result of this
acquisition, Steinbach, which operates 15 retail department stores in
Connecticut, New Hampshire, New York, New Jersey and Vermont, became a
wholly-owned subsidiary of the Company as of August 31, 1996. As a result
of the terms of the Reorganization Agreement, prior to completion of the
acquisition the results of Steinbach's operations through August 31, 1996,
are reflected as a separate line item on the Company's consolidated
condensed statements of income. Effective at the time of the acquisition on
August 31, 1996, and thereafter, the Company consolidates the results of
operations for and the financial condition of Steinbach, as a wholly-owned
subsidiary.
As used herein, the "Company" means Crowley, Milner and Company on a
consolidated basis, including Steinbach, "Steinbach" means the Steinbach
Stores, Inc., a wholly-owned subsidiary of Crowley, Milner and Company, and
"Crowley's" means Crowley, Milner and Company without inclusion of
Steinbach. Unless otherwise indicated, the discussions set forth herein
pertains to the Company.
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.
CROWLEY, MILNER AND COMPANY
(Registrant)
DATE: January 10, 1997 By /S/ John R. Dallacqua
-----------------------
John R. Dallacqua
Vice President-Finance and Chief
Financial Officer (principal
financial and accounting officer
and duly authorized officer)