SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 7, 2003
HANOVER DIRECT, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
1-08056
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(COMMISSION FILE NUMBER)
DELAWARE 13-0853260
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(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NUMBER)
115 RIVER ROAD
EDGEWATER, NEW JERSEY 07020
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(ADDRESS OF PRINCIPAL (ZIP CODE)
EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (201) 863-7300
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND
EXHIBITS.
(c) Exhibits
Exhibit 99.1 Press Release, dated August 7, 2003, announcing operating
results for the 13-weeks and the 26-weeks ended June 28, 2003.
ITEM 9. REGULATION FD DISCLOSURE
On August 7, 2003, Hanover Direct, Inc. (the "Company") issued a press release
announcing operating results for the 13-weeks and the 26-weeks ended June 28,
2003. A copy of such press release is furnished as an exhibit to this Form 8-K.
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On August 7, 2003, the Company issued a press release announcing operating
results for the 13-weeks and the 26-weeks ended June 28, 2003. A copy of such
press release is furnished as an exhibit to this Form 8-K.
The press release contains an EBITDA Comparison Schedule for the 13-weeks and
the 26-weeks ended June 28, 2003 and June 29, 2002 (adjusted to add back stock
option expense), which reflects the view utilized by Company management to
monitor the business. Management believes that Earnings Before Interest, Taxes,
Depreciation and Amortization (EBITDA) (adjusted to add back stock option
expense) offers a useful tool in addition to traditional GAAP tools to measure
operational cash flow. Management utilizes comparative EBITDA to evaluate the
Company's performance independent of other factors.
The Company's revolving credit agreement (the "Agreement") with Congress
Financial Corporation contains an EBITDA covenant, which stipulates that EBITDA
as of June 28, 2003 must be at least $4.0 million. Actual EBITDA, based on the
calculations contained in the Agreement, as of that date was approximately $6.1
million, indicating the Company's compliance with the covenant. The Agreement
is the primary source of financing for the Company and compliance with its
terms and provisions is critical to the maintenance of adequate liquidity.
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 hereunto duly authorized.
HANOVER DIRECT, INC.
(Registrant)
August 7, 2003 By: /s/ Edward M. Lambert
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Name: Edward M. Lambert
Title: Executive Vice President and
Chief Financial Officer