SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended August 3, 1996
Commission File Number
SAKS HOLDINGS, INC.
(Exact name of the registrant as specified in its charter)
Delaware 52-1685667
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12 East 49th Street, New York, New York 10017
(Address of principal executive offices) (Zip Code)
(212) 940-4048
(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.
1) Yes |X| No | |
2) Yes |X| No | |
As of August 3, 1996 there were outstanding 63,034,489 shares of the issuer's
common stock, $.01 par value.
<PAGE>
SAKS HOLDINGS, INC.
INDEX
Page
Part I. Financial Information Number
Item 1. Condensed Consolidated Balance Sheets as of August 3, 1996,
July 29, 1995 and February 3, 1996 1
Condensed Consolidated Statements of Operations for the
Second quarter and Six months ended August 3, 1996 and
July 29, 1995 2
Condensed Consolidated Statements of Cash
Flows for the Six months ended August 3, 1996 and
July 29, 1995 3
Notes to Condensed Consolidated Financial Statements 4-6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7-10
Part II. Other Information
Item 1 Legal proceedings 11
Item 2 Changes in securities 11
Item 3 Defaults upon senior securities 11
Item 4 Submission of matters to a vote of security holders 11
Item 5 Other information 11
Item 6 Exhibits and Reports on Form 8-K 11
Signatures 12
<PAGE>
SAKS HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
August 3, July 29, February 3,
(in thousands) 1996 1995 1996
-------------------------------------
<S> <C> <C> <C>
Assets:
Current assets:
Cash and cash equivalents $ 2,688 $ 7,776 $ 6,627
Accounts receivable, net 44,467 39,049 37,426
Inventories 389,610 318,317 339,723
Other current assets and
restricted cash 52,149 39,889 61,538
------------------------------------
Total current assets 488,914 405,031 445,314
Property and equipment, net 798,386 784,449 780,264
Intangibles and other assets 134,259 144,646 140,609
------------------------------------
Total Assets $ 1,421,559 $ 1,334,126 $ 1,366,187
------------------------------------
Liabilities and Stockholders'
Equity:
Current Liabilities:
Accounts payable, trade $ 142,312 $ 120,664 $ 119,399
Accrued liabilities 92,365 95,382 119,312
Taxes other than income taxes 13,795 33,164 21,456
Current portion of long term
debt 12,568 19,825 26,463
Other 4,749 4,498 4,772
------------------------------------
Total current
liabilities 265,789 273,533 291,402
Long term debt 531,791 830,790 840,239
Other non current liabilities 151,692 138,953 151,371
------------------------------------
Total liabilities 949,272 1,243,276 1,283,012
Stockholders' equity 472,287 90,850 83,175
------------------------------------
Total Liabilities &
Stockholders' Equity $ 1,421,559 $ 1,334,126 $ 1,366,187
------------------------------------
</TABLE>
See Notes to the Unaudited Condensed Consolidated Financial Statements
1
<PAGE>
SAKS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS of OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Second Quarter Ended Six Months Ended
(In thousands except for August 3, July 29, August 3, July 29,
per share amounts) 1996 1995 1996 1995
----------------------------- ------------------------
<S> <C> <C> <C> <C>
Net sales $ 403,766 $ 353,218 $ 868,245 $ 737,793
Cost of sales, including buying & occupancy (298,001) (262,945) (621,173) (525,391)
----------------------------- ------------------------
Gross margin 105,765 90,273 247,072 212,402
Selling, general and administrative expenses (110,478) (101,560) (230,516) (210,796)
Impairment and special charges 0 0 0 (8,900)
----------------------------- ------------------------
Operating income (loss) (4,713) (11,287) 16,556 (7,294)
Interest expense, net (17,942) (22,846) (42,163) (43,392)
----------------------------- ------------------------
Income (loss) before income taxes
and extraordinary charge (22,655) (34,133) (25,607) (50,686)
Income taxes 0 0 0 0
----------------------------- ------------------------
Income (loss) before extraordinary
charge (22,655) (34,133) (25,607) (50,686)
Extraordinary charge-loss on early
extinguishment of debt (3,340) (5,684) (3,340) (5,684)
----------------------------- ------------------------
Net income (loss) $ (25,995) $ (39,817) $ (28,947) $ (56,370)
----------------------------- ------------------------
Net income (loss) per share before
extraordinary charge $ (0.38) $ (0.76) $ (0.49) $ (1.13)
----------------------------- ------------------------
Net income (loss) per share $ (0.44) $ (0.89) $ (0.55) $ (1.25)
----------------------------- ------------------------
Weighted average shares outstanding 59,656 44,955 52,311 44,955
----------------------------- ------------------------
See Notes to the Unaudited Condensed Consolidated Financial Statements
</TABLE>
2
<PAGE>
SAKS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS of CASH FLOWS
(UNAUDITED)
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended
August 3, July 29,
1996 1995
-----------------------------------------------
<S> <C> <C>
Net income (loss) and depreciation and amortization $ 7,816 $ (18,369)
Adjustments to reconcile to net cash provided by
(used in) operations:
Extraordinary charge - loss on early extinguishment of debt 3,340 5,684
Impairment and special charges 0 8,900
Change in operating assets and liabilities (54,973) (14,701)
-----------------------------------------------
Net cash (used in) operating activities (43,817) (18,486)
-----------------------------------------------
Cash flows from investing activities:
Net cash (used in) investing activities
(principally capital expenditures) (48,325) (32,078)
Cash flows from financing activities:
Additional paid-in-capital from initial public offering 417,769 0
Net revolver borrowing (payment) under senior credit facility (173,401) 10,433
Proceeds of Commercial Mortgage Pass-Through Certificates 0 335,000
Payment of Euronotes 0 (335,000)
Net borrowing (payment) of debt (148,943) 65,087
Financing costs (5,582) (25,000)
Other (1,640) (1,808)
-----------------------------------------------
Net cash provided by financing activities 88,203 48,712
-----------------------------------------------
Increase (decrease) in cash and cash equivalents $ (3,939) $ (1,852)
-----------------------------------------------
See Notes to the Unaudited Condensed Consolidated Financial Statements
</TABLE>
3
<PAGE>
SAKS HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of presentation
The condensed consolidated financial statements of Saks Holdings, Inc. and its
subsidiaries (the "Company") are submitted in response to the requirements of
Form 10-Q and should be read in conjunction with the annual consolidated
financial statements previously filed. In the opinion of management, these
statements contain all adjustments, consisting only of normal recurring
accruals, necessary for a fair presentation of the financial position, the
results of operations and net cash flows for the interim periods presented. The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting period. Actual results
could differ from those estimates. The retail industry is seasonal in nature,
and historically the results of operations for interim periods may not be
indicative of the results for the full year.
2. Initial Public Offering
In May 1996, the Company completed an initial public offering (the "offering").
The Company sold approximately 18 million shares at an initial offering price
of $25.00 per share. The net proceeds from the offering were approximately
$417.8 million. The net proceeds from the offering were primarily used to
prepay term loan borrowings under the Senior Credit Facility (the "Facility")
and repay outstanding balances on the revolving credit portion of the Facility.
The Company recorded an extraordinary charge of $3.3 million ($.06 per share)
associated with the accelerated write-off of deferred financing costs related
to these pre-payments. Effective with the offering, the Company amended its
Facility to reduce the spread on its variable interest rate borrowings under
the Facility and change the availability of borrowings under the Facility. The
Company has $322 million of borrowing capacity available under the revolving
credit portion of the Facility and has $138 million in term loan borrowings
outstanding.
3. Special charges
A special charge of $8.9 million ($.20 per share) was recorded in the quarter
ended April 29, 1995. This charge represented costs to integrate four
former I. Magnin store locations.
4. Receivables Securitization
SFA Finance Company ("Finco") is a wholly owned subsidiary established for the
purpose of purchasing proprietary credit card receivables (the "Receivables")
from Saks & Company ("Saks"). In April 1996 Saks Master Trust (the "New
Receivables Trust") was formed pursuant to a pooling and servicing agreement
among Finco, Saks, as servicer, and Bankers Trust
4
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
Company, as trustee (the "New A/R Trustee"). The assets of the New Receivables
Trust currently consist principally of a certificate evidencing the entire
interest in the Transition Certificate, Series 1996-1 (the "Transition
Certificate"), which is the second outstanding series issued by SFA Master
Trust. The Transition Certificate represents the interest in the assets of the
SFA Master Trust not represented by Series 1991-2 and has a principal amount
which will fluctuate from time to time according to the level of receivables in
the SFA Master Trust in excess of the amount required to support the Series
1991-2 Certificates. On the date on which Series 1991-2 has been fully
liquidated (the "Existing Trust Termination Date"), the assets of the SFA Master
Trust will be transferred to the New Receivables Trust in exchange for the
cancellation of the Transition Certificate. After the Existing Trust Termination
Date, Saks will continue to receive a fee for servicing the Receivables for the
New Receivables Trust.
In April 1996 the New Receivables Trust sold two series of certificates of
beneficial interests. These certificates represent undivided interests in the
receivables generated from time to time by Saks by a portfolio of accounts
meeting the designated eligibility requirements. Series 1996-1 is a medium term
series that matures in April 1999. Approximately $297 million of Class A Series
1996-1 Certificates and $53 million of Class B Series 1996-1 Certificates were
sold in non-public transactions. Approximately $47 million of subordinated
Series 1996-1 Certificates were privately placed at the same time. All such
certificates bear interest at fixed spreads over one-month LIBOR. Finco retains
approximately $16.5 million of subordinated Series 1996-1 Certificates. Series
1996-1 has a substantial prefunded amount, which will be invested in Receivables
(via the Transition Certificate) as cash allocable to Series 1991-2 is no longer
reinvested in Receivables, but instead is accumulated in order to make the
principal payment due with respect thereto in November 1996.
Series 1996-2 is a series with a variable principal amount. The Class A Series
1996-2 Certificates have a maximum outstanding principal balance of $100 million
and have been privately placed. Subordinated Series 1996-2 Certificates, with an
aggregate maximum outstanding principal balance of approximately $16.0 million,
also were privately placed. All Series 1996-2 Certificates bear interest at
fixed spreads over one-month LIBOR. Finco will retain up to approximately $5.0
million of subordinated Series 1996-2 Certificates. The principal balance of
Series 1996-2 is currently zero.
5. Contingencies
Saks is a defendant in a suit pending in the Supreme Court of the State of New
York, County of New York, in which the plaintiff, a former Saks employee,
contends, among other things, that Saks was negligent in hiring a co-worker who
allegedly assaulted the plaintiff. The plaintiff is seeking $10 million in
damages. Saks has moved to dismiss the action. Saks believes that, subject to a
self-insured retention, the claim is covered by Saks' insurance. In connection
with the suit, Saks also is in litigation with one of its insurance providers
regarding the provider's duties and obligations under its insurance contract
with Saks. Saks does not believe that the resolution of these suits will have a
material adverse impact on its financial position or results of operations.
5
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
The Company also is involved in various other suits and claims in the ordinary
course of business. Management does not believe that the disposition of such
suits will have a material adverse effect on the financial position or
continuing operations of the Company.
The Company has entered into an agreement to sell its current distribution
facility, located in Yonkers, New York. The sale is subject to the successful
rezoning of the property. If rezoned, proceeds associated with the sale would
fall within a range of $20 to $25 million. A sale of the distribution center in
this price range could result in a gain on sale of $8 to $13 million. Management
is unable to determine at this time if this transaction will be completed.
The Company has entered into an agreement with Dayton Hudson Corporation and
certain of its affiliates to acquire three Marshall Field store locations in
Texas, adding 250,000 square feet of store space. Two of these stores are
intended to replace two smaller stores currently operated by Saks in Houston and
Dallas. Saks intends to spend approximately $100 million in connection with the
acquisition and renovation of these stores. Completion of the transaction is
subject to certain conditions and is expected to be completed in December 1996.
6. Accounting for the Impairment of Long-Lived Assets
As required, the Company adopted Statement of Financial Accounting Standards No.
121, "Accounting for the Impairment of Long-Lived Assets" beginning with fiscal
1996 reporting. SFAS 121 requires that long-lived assets and certain
identifiable intangibles be reviewed whenever events or changes in circumstances
indicate that recoverability is questionable. The adoption did not have a
material effect on the results of operations or financial position.
6
<PAGE>
SAKS HOLDINGS, INC.
-------------------
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations for the Six Months Ended August 3, 1996
Compared with the Six Months Ended July 29, 1995
Net sales for the six months ended August 3, 1996 were $868.2 million, an
increase of $130.4 million, or 17.7%, over net sales of $737.8 million for the
six months ended July 29, 1995. Comparable sales increased 12.9% from the fiscal
1995 period. Because fiscal 1995 included 53 weeks, the six month periods in
fiscal 1995 and 1996 are not comparable. Adjusting for the week difference in
the calendar, the increases in net sales and comparable sales were 16.9% and
12.4%, respectively.
Full-line and resort store net sales increased $86.6 million, or 13.0 %, from
$665.5 million for the six months ended July 29, 1995 to $752.1 million for the
six months ended August 3, 1996. Comparable sales for full-line and resort
stores increased 12.0% from the comparable calendar period in fiscal 1995. Off
5th store net sales for the six months ended August 3, 1996 increased $37.4
million, or 92.9%, from $40.2 million for the six months ended July 29, 1995 to
$77.6 million, primarily as a result of the opening of fourteen new stores in
the fall of 1995 and the spring of 1996. Comparable sales for Off 5th stores
increased 12.3% from the comparable calendar period in fiscal 1995. Folio
catalog net sales for the six months ended August 3, 1996 increased by $6.4
million, or 20.0%, from $32.1 million for the six months ended July 29, 1995
to $38.5 million.
Cost of sales includes the cost of merchandise and buying and occupancy costs.
Cost of sales increased $95.8 million, or 18.2%, during the six months ended
August 3, 1996 compared to the six months ended July 29, 1995. As a percentage
of net sales, cost of sales, including buying and occupancy costs, was 71.5% for
the six months ended August 3, 1996 compared to 71.2% for the six months ended
July 29, 1995. The increase in the cost of sales rate for the six months ended
August 3, 1996 was primarily due to the increased penetration of lower margin
Off 5th sales and an increase in the Folio cost of sales rate.
Selling, general and administrative expenses increased by $19.7 million, or
9.4%, to $230.5 million for the six months ended August 3, 1996 from the
comparable period in fiscal 1995, primarily due to higher sales volume related
costs. As a percentage of net sales, selling, general and administrative
expenses were 26.5% for the six months ended August 3, 1996 compared to 28.6%
for the six months ended July 29, 1995. The improvement in the selling, general
and administrative expense rate resulted primarily from expense leverage
associated with the sales growth.
Special charges of $8.9 million ($.20 per share) were recorded for the six
months ended July 29, 1995. These charges represent costs associated with the
integration of four former I. Magnin store locations.
Operating income was $16.6 million for the six months ended August 3, 1996, an
increase of $23.9 million from the six months ended July 29, 1995. Excluding the
special charges incurred in the six months ended July 29, 1995, operating income
increased by $15.0 million.
7
<PAGE>
Interest expense decreased 2.8% to $42.2 million for the six months ended August
3, 1996 compared to the six months ended July 29, 1995, primarily due to reduced
debt levels following the Company's initial public offering.
The Company anticipates that the income tax provision for the full year will
not be material, therefore no tax benefit or provision has been reflected in the
six month period ended August 3, 1996.
Net loss for the six months ended August 3, 1996 was $28.9 million or $.55 per
share, an improvement of $27.4 million or $.70 per share from the six months
ended July 29, 1995. Earnings per share comparisons between 1996 and 1995 are
not meaningful as a result of the change in average shares outstanding.
Supplemental information:
The Company completed its initial public offering during May 1996. In order to
provide comparability, pro forma results as if the offering had been completed
at the beginning of fiscal 1995 are provided. The pro forma results adjust
reported six month results to give effect to the elimination of management
fees, interest savings on debt repayments and the elimination of early
extinguishment of debt charges and to reflect an increase in shares
outstanding. On a pro forma basis, the net loss was $14.4 million or $.22 per
share for the six months ended August 3, 1996, compared to $32.7 million or
$.51 per share for the six months ended July 29, 1995. The 1995 pro forma loss
includes special charges of $8.9 million or $.14 per share. These charges
represent costs associated with the integration of four former I. Magnin
locations.
Results of Operations for the Second Quarter Ended August 3, 1996
Compared with the Second Quarter Ended July 29, 1995
Net sales for the second quarter ended August 3, 1996 were $403.8 million, an
increase of $50.6 million or 14.3% over net sales of $353.2 million for the
second quarter ended July 29, 1995. Comparable sales increased 9.7% from the
fiscal 1995 period. Because fiscal 1995 included 53 weeks, the second quarter
periods in fiscal 1995 and 1996 are not comparable. Adjusting for the week
difference in the calendar, the increases in net sales and comparable sales were
15.9% and 11.3% respectively.
Full-line and resort store net sales increased $30.1 million, or 9.4 %, from
$319.5 million for the second quarter ended July 29, 1995 to $349.6 million for
the second quarter ended August 3, 1996. Comparable sales for full-line and
resort stores increased 11.3% from the comparable calendar period in fiscal
1995. Off 5th store net sales for the second quarter ended August 3, 1996
increased $19.0 million, or 93.9%, from $20.3 million for the second quarter
ended July 29, 1995 to $39.3 million, primarily as a result of opening fourteen
new stores in the fall of 1995 and the spring of 1996. Comparable sales for Off
5th stores increased 9.6% from the comparable calendar period in fiscal 1995.
Folio catalog net sales for the second quarter ended August 3, 1996 increased by
$1.5 million, or 10.7%, from $13.4 million for the second quarter ended July 29,
1995 to $14.9 million.
8
<PAGE>
Cost of sales includes the cost of merchandise and buying and occupancy costs.
Cost of sales increased $35.1 million, or 13.3%, during the second quarter ended
August 3, 1996 compared to the second quarter ended July 29, 1995. As a
percentage of net sales, cost of sales, including buying and occupancy costs,
was 73.8% for the second quarter ended August 3, 1996 compared to 74.4% for the
second quarter ended July 29, 1995. The decrease in the cost of sales rate for
the second quarter ended August 3, 1996 was primarily due to improved shortage
results and improved leverage associated with the sales growth.
Selling, general and administrative expenses increased by $8.9 million or 8.8%
to $110.5 million in the second quarter ended August 3, 1996 from the comparable
period in fiscal 1995, primarily due to higher sales volume related costs. As a
percentage of net sales, selling, general and administrative expenses were 27.4%
for the second quarter ended August 3, 1996 compared to 28.8% for the second
quarter ended July 29, 1995. The improvement in the selling, general and
administrative expense rate resulted primarily from expense leverage associated
with the sales growth.
Operating loss was $4.7 million for the second quarter ended August 3, 1996, an
improvement of $6.6 million from the second quarter ended July 29, 1995.
Interest expense decreased 21.5% to $17.9 million in the second quarter ended
August 3, 1996 compared to the second quarter ended July 29, 1995, primarily due
to reduced debt levels following the Company's initial public offering.
The Company anticipates that the income tax provision for the full year will
not be material, therefore no tax benefit or provision has been reflected in the
second quarter period ended August 3, 1996.
Net loss for the second quarter ended August 3, 1996 was $26.0 million or $.44
per share, an improvement of $13.8 million or $.45 per share from the second
quarter ended July 29, 1995. Earnings per share comparisons between 1996 and
1995 are not meaningful as a result of the change in average shares outstanding.
Supplemental information:
The Company completed its initial public offering during May 1996. In order to
provide comparability, pro forma results as if the offering had been completed
at the beginning of fiscal 1995 are provided. The pro forma results adjust
reported second quarter results to give effect to the elimination of management
fees, interest savings on debt repayments and the elimination of early
extinguishment of debt charges and to reflect an increase in shares
outstanding. On a pro forma basis, the net loss was $20.1 million or $.31 per
share for the second quarter ended August 3, 1996 compared to $25.0 million or
$.39 per share net loss for the second quarter ended July 29, 1995.
9
<PAGE>
Changes in Financial Condition and Liquidity since February 3, 1996
The Company completed an initial public offering during May 1996 whereby the
company sold 18 million shares of common stock. The net proceeds of $417.8
million from the initial public offering were used primarily to prepay term
loan borrowings under the Senior Credit Facility and repay outstanding balances
on the revolving credit portion of the Facility. Upon completion of the
offering, the Company amended its Senior Credit Facility to reduce the spread
on its variable interest rate borrowings and to change availability of
borrowings under the Facility. The Company has $322 million of revolver
borrowing capacity under the Facility. At August 3, 1996 revolver borrowing
availability was $291 million.
During the fiscal 1996 period, the Company financed its working capital needs
and capital expenditures primarily with cash provided by the Senior Credit
Facility. The following discussion analyzes liquidity and capital resources by
operating, investing and financing activities as presented in the Company's
Condensed Consolidated Statements of Cash Flows.
Net cash used in operating activities was $43.8 million during the six months
ended August 3, 1996 compared to $18.5 million in the six months ended July 29,
1995. This increase was primarily attributable to increased use of working
capital in the 1996 period. The primary items affecting working capital in the
1996 period were a decrease in accrued liabilities of $25.9 million due to the
timing of payments and the timing of redemptions against the liability
established for customer affinity programs and a net increase in merchandise
inventories of $22.3 million due to a seasonal increase and an increase to
support sales growth.
Net cash used in investing activities was $48.3 million during the six months
ended August 3, 1996 compared to $32.1 million in the six months ended July 29,
1995. Capital expenditures were $47.3 million, net of construction allowances,
during the six months ended August 3, 1996 and consisted principally of
construction of new stores. Capital expenditures, net of construction allowances
in the six months ended July 29, 1995 were $35.4 million. Saks plans to open
five new full-line and resort stores and thirteen Off 5th stores in the fall
of 1996.
Net cash provided from financings during the six months ended August 3, 1996
were $88.2 million compared to $48.7 million in the six months ended July 29,
1995. The 1996 amount reflects the proceeds from the Company's May 1996 initial
public offering, net of debt repayments. The 1995 amount reflects increased
borrowings used to acquire four former I. Magnin locations, net of financing
costs related to the refinancing of real estate borrowings.
In April 1996, the Company replaced its existing accounts receivable
securitization program with a new facility. The program includes $413 million in
floating rate medium term notes and $121 million in variable principal floating
rate series. The medium term notes and variable principal amount series mature
in April 1999. In August 1996, the Company entered into $250.0 million notional
amount of interest rate swap agreements to reduce its exposure to changes in
prevailing market interest rates.
10
<PAGE>
SAKS HOLDINGS, INC.
PART II OTHER INFORMATION
Item 1 Legal proceedings Not Applicable
Item 2 Changes in securities Not Applicable
Item 3 Defaults upon senior securities Not Applicable
Item 4 Submission of matters to a vote
of security holders Not Applicable
Item 5 Other Information Not Applicable
Item 6(a) Exhibits Exhibit 27: Financial Data Schedule
Item 6(b) Reports on Form 8-K Not Applicable
11
<PAGE>
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.
SAKS HOLDINGS, INC.
-------------------
(Registrant)
/S/ Mark E. Hood
-------------------
Date: August 29, 1996 Mark E. Hood
Senior Vice President - Finance
Principal Accounting Officer
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AND CONDENSED CONSOLIDATED STATEMENT OF
OPERATIONS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-01-1997
<PERIOD-START> FEB-04-1996
<PERIOD-END> AUG-03-1996
<CASH> 2,688
<SECURITIES> 0
<RECEIVABLES> 55,448
<ALLOWANCES> 10,981
<INVENTORY> 389,610
<CURRENT-ASSETS> 488,914
<PP&E> 1,053,757
<DEPRECIATION> 255,371
<TOTAL-ASSETS> 1,421,559
<CURRENT-LIABILITIES> 265,789
<BONDS> 531,791
0
0
<COMMON> 631
<OTHER-SE> 471,656
<TOTAL-LIABILITY-AND-EQUITY> 1,421,559
<SALES> 868,245
<TOTAL-REVENUES> 868,245
<CGS> 621,173
<TOTAL-COSTS> 851,689
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 42,163
<INCOME-PRETAX> (28,947)
<INCOME-TAX> 0
<INCOME-CONTINUING> (25,607)
<DISCONTINUED> 0
<EXTRAORDINARY> (3,340)
<CHANGES> 0
<NET-INCOME> (28,947)
<EPS-PRIMARY> (.55)
<EPS-DILUTED> 0
</TABLE>
