SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended July 29, 1995 or
[ ] 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 1-7562
THE GAP, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-1697231
(State of Incorporation) (I.R.S. Employer
Identification No.)
One Harrison
San Francisco, California 94105
(Address of principal executive offices)
Registrant's telephone number, including area code: (415) 952-4400
_______________________
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.05 par value New York Stock Exchange, Inc.
(Title of class) Pacific Stock Exchange, Inc.
(Name of each exchange where registered)
Securities registered pursuant to Section 12(g) of the Act: None
_______________________
Indicate by check mark whether 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.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes
of Common Stock, as of the latest practicable date.
Common Stock, $0.05 par value, 144,165,227 shares as of September 8, 1995
<TABLE>
<CAPTION>
PART 1 THE GAP, INC. AND SUBSIDIARIES
ITEM 1 CONSOLIDATED BALANCE SHEETS
($000) July 29, January 28, July 30,
1995 1995 1994
(Unaudited) (See Note 1) (Unaudited)
ASSETS
<S> <C> <C> <C>
Current Assets:
Cash and equivalents $ 249,217 $ 414,487 $ 261,228
Short-term investments 143,416 173,543 122,901
Merchandise inventory 508,641 370,638 416,166
Prepaid expenses and other 111,748 97,019 94,568
Total Current Assets 1,013,022 1,055,687 894,863
Property and equipment (net) 882,949 828,777 772,646
Long-term investments 7,059 32,097 40,380
Lease rights and other assets 97,436 87,683 67,792
Total Assets $ 2,000,466 $ 2,004,244 $ 1,775,681
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable $ - $ 2,478 $ 13,773
Accounts payable 293,396 263,724 265,705
Accrued expenses 145,227 185,375 142,766
Income taxes payable 9,325 41,156 7,520
Deferred lease credits and other current liabilities 6,173 7,127 6,699
Total Current Liabilities 454,121 499,860 436,463
Long-term Liabilities:
Deferred lease credits and other liabilities 135,985 129,152 111,505
135,985 129,152 111,505
Stockholders' Equity:
Common stock $.05 par value
Authorized 500,000,000 shares
Issued 157,716,643, 156,972,777
and 156,509,876 shares
Outstanding 144,240,315, 144,764,749
and 145,775,348 shares 7,887 7,849 7,826
Additional paid-in capital 330,725 298,413 281,063
Retained earnings 1,331,348 1,282,301 1,103,722
Foreign currency translation adjustment (6,491) (8,320) (8,497)
Restricted stock plan deferred compensation (60,386) (54,265) (53,915)
Treasury stock, at cost (192,723) (150,746) (102,486)
1,410,360 1,375,232 1,227,713
Total Liabilities and Stockholders' Equity $ 2,000,466 $ 2,004,244 $ 1,775,681
</TABLE>
See accompanying notes to consolidated financial statements.
<TABLE>
<CAPTION>
THE GAP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
Thirteen Weeks Ended Twenty-six Weeks Ended
Unaudited July 29, July 30, July 29, July 30,
($000 except per share amounts) 1995 1994 1995 1994
<S> <C> <C> <C> <C>
Net sales $ 868,514 $ 773,131 $ 1,717,202 $ 1,524,801
Costs and expenses
Cost of goods sold and 609,321 507,854 1,177,452 970,207
occupancy expenses
Operating expenses 210,043 192,362 412,618 378,049
Net interest income (4,430) (394) (9,279) (1,686)
Earnings before income taxes 53,580 73,309 136,411 178,231
Income taxes 21,166 28,957 53,884 70,401
Net earnings $ 32,414 $ 44,352 $ 82,527 $ 107,830
Weighted average number
of shares 144,116,611 145,741,236 143,994,080 145,551,113
Earnings per share $ .22 $ .30 $ .57 $ .74
Cash dividends per share $ .12 $ .12 $ .24 $ .22
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
<CAPTION>
THE GAP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited ($000) Twenty-six Weeks Ended
July 29, 1995 July 30, 1994
<S> <C> <C>
Cash Flows from Operating Activities:
Net earnings $ 82,527 $107,830
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization 95,514 80,930
Tax benefit from exercise of stock options by
employees and from vesting of restricted stock 8,710 14,391
Change in operating assets and liabilities:
Merchandise inventory (137,186) (85,403)
Prepaid expenses and other (16,090) (13,027)
Accounts payable 29,890 49,226
Accrued expenses (40,281) (20,577)
Income taxes payable (32,006) (62,680)
Deferred lease credits and other
long-term liabilities 5,518 15,033
Net cash (used for) provided by operating activities (3,404) 85,723
Cash Flows from Investing Activities:
Maturity (purchase) of short-term
investments - net 55,165 (25,353)
Purchase of long-term investments - (54,431)
Purchases of property and equipment (134,662) (101,772)
Acquisition of lease rights and other assets (10,183) (4,005)
Net cash used for investing activities (89,680) (185,561)
Cash Flows from Financing Activities:
Net (decrease) increase in notes payable (3,590) 6,091
Payment on long-term debt - (75,000)
Issuance of common stock 6,127 10,591
Purchase of treasury stock (41,977) (10,032)
Cash dividends paid (33,481) (30,944)
Net cash used for financing activities (72,921) (99,294)
Effect of exchange rate changes on cash 735 28
Net (decrease) increase in cash and equivalents (165,270) (199,104)
Cash and equivalents at beginning of year 414,487 460,332
Cash and equivalents at end of quarter $249,217 $261,228
See accompanying notes to consolidated financial statements.
</TABLE>
THE GAP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The consolidated balance sheets as of July 29, 1995 and July 30, 1994,
and the interim consolidated statements of earnings for the thirteen
and twenty-six weeks ended July 29, 1995 and July 30, 1994 and the
interim consolidated statements of cash flows for the twenty-six weeks
ended July 29, 1995 and July 30, 1994 have been prepared by the
Company, without audit. In the opinion of management, all adjustments
(which include only normal recurring adjustments) considered necessary
to present fairly the financial position, results of operations and
cash flows of the Company at July 29, 1995 and July 30, 1994, and for
all periods presented, have been made.
Certain information and footnote disclosures normally included in the
annual financial statements prepared in accordance with generally
accepted accounting principles have been omitted from these interim
financial statements. It is suggested that these condensed
consolidated financial statements be read in conjunction with the
consolidated financial statements and notes thereto included in the
Company's annual report on Form 10-K for the year ended January 28,
1995.
The results of operations for the twenty-six weeks ended July 29, 1995
are not necessarily indicative of the operating results that may be
expected for the year ending February 3, 1996.
Certain reclassifications have been made to the 1994 financial
statements to conform to classifications used in 1995.
2. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Year-to-date 1995 and 1994 gross interest payments were $1.0 million
and $6.7 million respectively; income tax payments were $76.3 million
and $118.9 million respectively.
Deloitte & 2101 Webster Street Telephone:(510)287-2700
Touche LLP Oakland, California 946-12-3027 Facsimile:(510)835-4888
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors and Stockholders of
The Gap, Inc.
We have reviewed the accompanying consolidated balance sheets of The Gap, Inc.
and subsidiaries as of July 29, 1995 and July 30, 1994 and the related
consolidated statements of earnings for the thirteen week and twenty-six week
periods ended July 29, 1995 and July 30, 1994 and of cash flows for the
twenty-six week periods ended July 29, 1995 and July 30, 1994. These
financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and of making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that
should be made to such interim consolidated financial statements for them to
be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of The Gap, Inc. and subsidiaries
as of January 28, 1995, and the related consolidated statements of earnings,
stockholders' equity and cash flows for the year then ended (not presented
herein); and in our report dated March 2, 1995, we expressed an unqualified
opinion on those consolidated financial statements. In our opinion, the
information set forth in the accompanying consolidated balance sheet as of
January 28, 1995 is fairly stated, in all material respects, in relation
to the consolidated balance sheet from which it was derived.
/S/ Deloitte & Touche LLP
August 9, 1995
Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
Net Sales
Thirteen Weeks Ended Twenty-six Weeks Ended
July 29, 1995 July 30, 1994 July 29, 1995 July 30, 1994
Net Sales 868,5141 773,131 1,717,202 1,524,801
($000)
Total net
sales growth
percentage 12 12 13 14
Comparable
store sales
growth
percentage <4> 1 <3> 4
Net sales
per average
square foot 88 96 178 193
Fifty-two Weeks Ended
July 29, 1995 July 30, 1994
Number of
New Stores 195 129
Expanded Stores 62 127
Closed Stores 39 53
The increases in second quarter and year-to-date 1995 net sales over the
same periods last year were attributable to the opening of new stores (net
of stores closed) and the expansion of existing stores, partially offset by
decreases in comparable store sales. The decreases in comparable store sales
were primarily attributable to negative comparable store sales in the Gap
division.
The declines in second quarter and year-to-date net sales per average square
foot from the same periods last year were primarily attributable to an
increase in the average size of new stores in connection with the Company's
store expansion program, negative comparable store sales, and continued store
growth in the Old Navy division with lower priced merchandise and significantly
larger stores.
The Company expects the challenging retail sales environment experienced during
the first half of 1995 to continue into the third quarter of 1995. For the
four week period ended August 26, 1995, net sales increased 12 percent over
the same period last year, as compared to a 6 percent increase in net sales
for the four week period ended August 27, 1994 over the prior year.
Comparable store sales decreased 6 percent for the four weeks ended August 26,
1995 as compared with a 5 percent decrease in August 1994.
Cost of Goods Sold and Occupancy Expenses
Cost of goods sold and occupancy expenses as a percentage of net sales increased
to 70.1 percent for the second quarter of 1995 from 65.7 percent for the same
period in 1994. The resulting 4.4 percentage point decrease in gross margin
net of occupancy expenses was attributable to a 3.7 percentage point decrease
in merchandise margins as a percentage of net sales and a .7 percentage point
increase in occupancy expenses as a percentage of net sales.
For the first half of 1995, cost of goods sold and occupancy expenses as a
percentage of net sales increased to 68.6 percent from 63.6 percent for the
same period in 1994. The resulting 5.0 percentage point decrease in gross
margin net of occupancy expenses was attributable to a 4.2 percentage point
decrease in merchandise margins as a percentage of net sales and a .8
percentage point increase in occupancy expenses as a percentage of net sales.
For the second quarter and first half of 1995, decreases in merchandise
margins as a percentage of net sales were driven by a decline in initial
merchandise margins. During the second quarter more goods were sold at
regular price than a year ago, although the margin achieved on those markdown
sales was meaningfully lower.
Entering the third quarter of 1995, inventory on hand is at a lower initial
merchandise margin than inventory on hand last year. The Company expects
overall merchandise margins to be lower in the second half of 1995 compared
to the levels achieved in the second half of 1994.
The Company reviews its inventory levels in order to identify slow-moving
merchandise and broken assortments (items no longer in stock in a sufficient
range of sizes) and uses markdowns to clear merchandise. During the first
half of 1995, these markdowns did have an adverse impact on earnings and may
do so in future quarters depending upon the extent of the markdowns and
amount of inventory affected.
For the second quarter and first half of 1995, occupancy expenses increased as
a percentage of net sales when compared to the same periods last year. The
increases in occupancy expenses were primarily attributable to a lack of
sales leverage resulting from negative comparable store sales.
Operating Expenses
Operating expenses as a percentage of net sales decreased to 24.2 percent for
the second quarter of 1995 from 24.9 percent for the same period in 1994. For
the first half of 1995 operating expenses as a percentage of net sales
decreased to 24.0 percent from 24.8 percent for the same period in 1994.
The .7 percentage point decrease for the second quarter and the .8 percentage
point decrease for the first half of 1995 were primarily attributable to a
decrease in incentive bonus expense as a percentage of net sales. Due to the
company's performance, no incentive bonus expense was recognized in the first
half of 1995.
Net Interest Income
Net interest income was approximately $4.4 million for the second quarter and
$9.3 million for the first half of 1995 compared to net interest income of
$394,000 and $1.7 million for the same periods in 1994. The increase was
attributable to reductions in interest expense resulting from the June 1994
repayment of $75 million of long-term debt and the payment of $1.7 million
of additional interest expense associated with the early repayment of long-
term debt. Increases in income from higher average interest rates also
contributed to the change.
Income Taxes
The effective income tax rate was 39.5 percent for the first half of both 1994
and 1995. The Company does not anticipate any change in the effective tax rate
of 39.5 percent for the remainder of 1995.
LIQUIDITY AND CAPITAL RESOURCES
The following sets forth certain measures of the Company's liquidity:
Twenty-six weeks ended
July 29, 1995 July 30, 1994
Cash (used for) provided by operating
activities ($000) $ (3,404) $ 85,723
Working capital ($000) $558,901 $458,400
Current ratio 2.23:1 2.05:1
For the twenty-six weeks ended July 29, 1995, the decrease in cash flows from
operating activities was attributable to an increased investment in inventory
to support the Old Navy and International divisions, the timing of certain
fiscal 1994 year-end payables, and the decrease in net earnings. The
Company's overall cash and liquidity position continues to be strong.
The Company funds inventory expenditures during normal and peak periods through
a combination of cash flows provided by operating activities and normal trade
credit arrangements. The Company's business follows a seasonal pattern,
peaking over a total of about ten weeks during the late summer and holiday
periods.
For the twenty-six weeks ended July 29, 1995, capital expenditures, net of
construction allowances and dispositions, totalled approximately $136
million. These expenditures included the addition of 94 new stores, the
expansion of 29 stores and the remodeling of certain stores resulting in a
net increase in store space of approximately 873,000 square feet or 10
percent since January 28, 1995.
For fiscal year 1995, the Company expects capital expenditures to total
approximately $275 to $300 million, net of construction allowances,
representing the addition of approximately 175 to 200 new stores, the
expansion of approximately 50 to 70 stores, and the remodeling of certain
stores. Square footage growth is expected to be approximately 20 percent
after accounting for store closings. New stores are generally expected to be
leased. Planned expenditures also include amounts for administrative
facilities, distribution centers and equipment. The Company expects to fund
such capital expenditures with cash flow from operations.
The Company continues to explore alternatives for headquarters facilities in
San Francisco and San Bruno, California. The Company plans to construct a
distribution center in Gallatin,Tennessee for a total cost of approximately
$45 to $55 million. The facility is expected to be in operation in late 1996.
The Company has a credit agreement which provides for a $250 million revolving
credit facility until March 1998. In addition, the credit agreement provides
for the issuance of letters of credit up to $425 million at any one time. The
Company had outstanding letters of credit of approximately $402 million at
July 29, 1995.
Under a program announced in October 1994 to repurchase up to 9 million shares
of the Company's outstanding common stock, the Company acquired 1,268,300
shares during the first quarter of 1995 for $41,978,000. Included in this
transaction was the purchase of 250,000 shares from a senior executive of the
Company for $8,438,000. No shares were acquired during the second quarter of
1995. To date, 2,741,800 shares have been repurchased for $90,238,000.
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
(11) Computation of Earnings per Share
(15) Letter re: Unaudited Interim Financial Information
(27) Financial Data Schedule
b) The Company did not file any reports on Form 8-K during the
three months ended July 29, 1995.
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.
THE GAP, INC.
Date: September 8, 1995 By /s/ Robert J. Fisher
Robert J. Fisher
Executive Vice President and
Chief Financial Officer
(Principal financial officer of the registrant)
Date: September 8, 1995 By /s/ Donald G. Fisher
Donald G. Fisher
Chairman and Chief Executive Officer
EXHIBIT INDEX
(11) Computation of Earnings per Share
(15) Letter re: Unaudited Interim Financial Information
(27) Financial Data Schedule
<TABLE>
<CAPTION>
THE GAP, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
Thirteen Weeks Ended Twenty-six Weeks Ended
July 29, 1995 July 30, 1994 July 29, 1995 July 30, 1994
<S> <C> <C> <C> <C>
Net earnings ($000) $ 32,414 $ 44,352 $ 82,527 $ 107,830
Weighted average shares of
common stock outstanding
during the period 144,116,611 145,741,236 143,994,080 145,551,113
Add incremental shares from
assumed exercise of stock
options (primary) 301,392 729,087 234,252 831,631
144,418,003 146,470,323 144,228,332 146,382,744
Primary earnings per share $ .22 $ .30 $ .57 $ .74
Weighted average shares of
common stock outstanding
during the period 144,116,611 145,741,236 143,994,080 145,551,113
Add incremental shares from
assumed exercise of stock
options (fully-diluted) 406,491 728,973 286,785 862,052
144,523,102 146,470,209 144,280,865 146,413,165
Fully-diluted earnings
per share $ .22 $ .30 $ .57 $ .74
NOTE: The information provided above is presented in accordance with
Regulation S-K Item 601(b)(11), while net earnings per share on the
Consolidated Statements of Earnings is presented in accordance with APB
Opinion 15. The information in this exhibit is not required under APB
Opinion 15, as the difference between primary and fully-diluted earnings
per share and earnings per share calculated on a weighted average shares
basis is less than 3%.
</TABLE>
Deloitte & 2101 Webster Street Telephone:(510)287-2700
Touche LLP Oakland, California 946-12-3027 Facsimile:(510)835-4888
To the Board of Directors and Stockholders of
The Gap, Inc.
We have made reviews, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim consolidated
financial statements of The Gap, Inc. and subsidiaries for the thirteen week
and twenty-six week periods ended July 29, 1995 and July 30, 1994, as
indicated in our report dated August 9, 1995, because we did not perform an
audit, we expressed no opinion on that information.
We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended July 29, 1995, is
incorporated by reference in Post Effective Amendment No. 1 to Registration
Statement No. 2-72586, Registration Statement No. 2-60029, Registration
Statement No. 33-39089, Registration Statement No. 33-40505, Registration
Statement No. 33-54686, Registration Statement No. 33-54688, Registration
Statement No. 33-54690 and Registration Statement No. 33-56021.
We are also aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, is not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that
Act.
/S/ Deloitte & Touche LLP
September 8, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-03-1996
<PERIOD-END> JUL-29-1995
<CASH> 249,217
<SECURITIES> 143,416
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 508,641
<CURRENT-ASSETS> 1,013,022
<PP&E> 1,412,459
<DEPRECIATION> 529,510
<TOTAL-ASSETS> 2,000,466
<CURRENT-LIABILITIES> 454,121
<BONDS> 0
<COMMON> 7,887
0
0
<OTHER-SE> 1,402,473
<TOTAL-LIABILITY-AND-EQUITY> 2,000,466
<SALES> 868,514
<TOTAL-REVENUES> 868,514
<CGS> 609,321
<TOTAL-COSTS> 210,043
<OTHER-EXPENSES> (4,430)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 53,580
<INCOME-TAX> 21,166
<INCOME-CONTINUING> 32,414
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 32,414
<EPS-PRIMARY> .22
<EPS-DILUTED> .22
</TABLE>
