HECHINGER CO
10-Q, 1994-09-13
LUMBER & OTHER BUILDING MATERIALS DEALERS
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<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-Q

CHECK ONE

 x      Quarterly report pursuant to Section 13 or 15(d) of the Securities
- - ---     Exchange Act of 1934 for the thirteen weeks ended July 30, 1994 or

- - ---     Transition report pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934



COMMISSION FILE NUMBER 0-7214

                               HECHINGER COMPANY
             (Exact name of Registrant as specified in its charter)


<TABLE>
<S>                                                              <C>
                       DELAWARE                                              52-1001530
(State or other jurisdiction of incorporation)                   (I.R.S. Employer Identification No.)


              3500 PENNSY DRIVE, LANDOVER, MARYLAND                             20785
           (Address of principal executive offices)                          (Zip Code)
</TABLE>


     Registrant's telephone number, including area code:  (301) 341-1000



         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.

             YES       X                             NO
                -------------------                    -------------------


         Indicate the number of shares outstanding of each of the registrant's
classes of Common Stock, as of September 6, 1994.

           30,716,472 shares of Class A Common Stock, $.10 par value
           11,590,519 shares of Class B Common Stock, $.10 par value





                                    1 of 15
<PAGE>   2
                       HECHINGER COMPANY AND SUBSIDIARIES

                               INDEX TO FORM 10-Q

                       THIRTEEN WEEKS ENDED JULY 30, 1994





<TABLE>
<CAPTION>
DESCRIPTION                                                                                          PAGE
- - -----------                                                                                          ----
<S>            <C>                                                                                   <C>
Part I.        Financial Information:
               
               
               Item 1.  Financial Statements                                                           3
               
               Item 2.  Management's Discussion and Analysis of Financial
               Condition and Results of Operations                                                   3 - 4
               
               
Part II.       Other Information:
               
               Item 4.  Submission of Matters to a Vote of Security Holders                            5
               
               Item 6.  Exhibits and Reports on Form 8-K                                               5
               
               Index to Exhibits                                                                       7
</TABLE>       
                




                                       2
<PAGE>   3
                                     PART I

ITEM 1.  FINANCIAL STATEMENTS

The information called for by this item is hereby incorporated by reference
from Exhibits 99(a) - 99(e) of this report.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

The following table sets forth the sales reported by the Company (in millions):

<TABLE>
<CAPTION>
                                   TOTAL            TOTAL            TOTAL        COMPARABLE
                                   SALES            SALES            SALES       STORE SALES
PERIOD:                    JULY 30, 1994    JULY 31, 1993         INCREASE          INCREASE
- - -------                    -------------    -------------         --------      ------------
<S>                             <C>              <C>                  <C>               <C>
Thirteen weeks                    $708.9           $609.2              16%                1%
                          
Twenty-six weeks                $1,283.2         $1,088.4              18%                3%
</TABLE>                  
                          
The sales increases for the thirteen weeks and twenty-six weeks ended July 30,
1994 were primarily due to new stores opened since July 31, 1993.

The following table sets forth the number of stores operated by the Company:

<TABLE>
<CAPTION>
                                                           HECHINGER             HOME
                                                              STORES         QUARTERS         TRIANGLE             TOTAL
                                                         -----------         --------         --------             -----
                     <S>                                          <C>              <C>              <C>              <C>
                     As of July 31, 1993                          71               45                4               120

                     Third quarter 1993 openings                   2                7                -                 9
                     Third quarter 1993 closings                  (1)               -               (4)               (5)

                     As of October 30, 1993                       72               52                -               124
                     Fourth quarter 1993 openings                  -                1                -                 1
                     Fourth quarter 1993 closings                  -                -                -                 -

                     As of January 29, 1994                       72               53                -               125
                     First quarter 1994 openings                   1                3                -                 4
                     First quarter 1994 closings                  (1)               -                -                (1)

                     As of April 30, 1994                         72               56                -               128
                     Second quarter 1994 openings                  1                2                -                 3
                     Second quarter 1994 closings                 (1)               -                -                (1)
                                                                ----             ----             ----              ---- 

                     As of July 30, 1994                          72               58                -               130
                                                                ====             ====             ====              ====
</TABLE>


For the thirteen weeks ended July 30, 1994, other income, which consists
primarily of interest income, was $1.2 million, .2% of sales, compared to $1.3
million, .2% of sales, for the corresponding period last year.  For the
twenty-six weeks ended July 30, 1994, other income was $1.7 million, .1% of
sales, compared to $2.2 million, .2% of sales.  The decrease for the twenty-six
week period was primarily the result of a loss of $.6 million on the sale of an
excess parcel of land during the first quarter.





                                       3
<PAGE>   4
For the thirteen weeks ended July 30, 1994, cost of sales was 77.3% of sales
compared to 77.5% of sales for the corresponding period last year.  This
decrease was primarily due to a higher gross margin at Home Quarters.  For the
twenty-six weeks ended July 30, 1994, cost of sales was 77.6% compared to 77.5%
for the corresponding period last year.

For the thirteen weeks ended July 30, 1994, selling, general and administrative
expenses were 17.2% of sales compared to 17.7% of sales for the corresponding
period last year.  For the twenty-six weeks ended July 30, 1994, selling,
general and administrative expenses were 18.3% compared to 19.0% for the
corresponding period last year.  The decrease was due to the recent cost
reduction efforts at the Hechinger Stores Company and the growing effect of
Home Quarters which operates with a lower cost structure.  Preopening expenses
of $2.0 million and $1.3 million are included in selling, general and
administrative expenses for the thirteen weeks ended July 30, 1994 and July 31,
1993, respectively.  Pre-opening expenses of $5.0 million and $2.6 million are
included in selling, general and administrative expenses for the twenty-six
weeks ended July 30, 1994 and July 31, 1993, respectively.

For the thirteen weeks ended July 30, 1994, interest expense was $7.6 million,
1.1% of sales, compared to $5.0 million, .8% of sales, for the corresponding
period last year.  For the twenty-six weeks ended July 30, 1994, interest
expense was $14.8 million, 1.2% of sales, compared to $10.3 million, .9% of
sales for the corresponding period last year.  The increase was primarily due
to the issuance of $100 million of Senior Notes in October 1993.

For the thirteen weeks and twenty-six weeks ended July 30, 1994, the effective
tax rate was 34.0% compared to 31.0% for the corresponding periods last year.
The effective tax rate increase was primarily due to the increase in the
Federal income tax rate and increases in state income tax rates.  The effective
tax rates differ from the statutory tax rate primarily due to the effect of tax
credits and tax-free earnings on funds available for investment.

For the thirteen weeks ended July 30, 1994, net earnings were $21.4 million,
$.48 per share, compared to $17.9 million, $.41 per share, for the
corresponding period last year.  For the twenty-six weeks ended July 30, 1994,
net earnings were $26.0 million, $.60 per share, compared to $21.1 million, 
$.50, per share for the corresponding period last year.

In May 1993, Statement of Financial Accounting Standards No. 115 ("SFAS 115"),
Accounting for Certain Investments in Debt and Equity Securities, was issued.
The Company adopted this statement as of the first quarter of 1994 and is
classifying its investments in marketable securities as available-for-sale.
Under this classification, marketable securities are carried at fair value,
with unrealized gains and losses excluded from earnings and instead reported in
stockholders' equity until realized.  In accordance with SFAS 115, prior period
financial statements have not been restated to reflect the change in accounting
principle.  The cumulative effect of adopting SFAS 115 in the first quarter of
1994, as well as the effect as of July 30, 1994 on stockholders' equity were
insignificant.

Cash and cash equivalents and marketable securities were $96.7 million as of
July 30, 1994 compared to $170.7 million as of January 29, 1994.  The decrease
in cash and cash equivalents and marketable securities was primarily due to
cash required for increases in merchandise inventory and property, furniture
and equipment for new stores and remodelling of certain stores.  The increase
in merchandise inventory is due to increased inventory levels at existing
stores in addition to new store openings.  The increase in accounts payable and
accrued expenses was primarily due to the increase in inventory.

In August 1994, the Company sold 13 stores for approximately $100 million and
concurrently leased the properties back for an initial term of 25 years.  The
leases are renewable at the Company's option for nine additional terms of five
years each.  The Company has recorded these leases as operating leases.

In August 1994, the Company announced its plans to expand Hechinger Stores
subsidiary into Mexico.  The Company expects to initially open four stores in
Mexico City beginning in late 1995.





                                       4
<PAGE>   5
                                    PART II



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a).  The Annual Meeting of stockholders was held on June 14, 1994.

(b).  Not applicable.

(c).  At such meeting all eight of the nominees for election as directors were
elected to hold office until the next Annual Meeting.  The votes cast with
respect to each nominee for election as a director were as follows:

<TABLE>
<CAPTION>
                         Nominee                                          For                  Abstain
                         <S>                                      <C>                          <C>
                         John W. Hechinger                        144,966,083                  358,229
                         Herbert J. Broner                        144,971,896                  352,416
                         John W. Hechinger, Jr.                   144,972,044                  352,268
                         S. Ross Hechinger                        144,972,390                  351,922
                         Ann D. Jordan                            144,968,659                  355,653
                         David O. Maxwell                         144,963,959                  360,353
                         W. Clark McClelland                      144,973,459                  350,853
                         Alan J. Zakon                            144,976,422                  347,890
</TABLE>

At such meeting the stockholders ratified the appointment of Ernst & Young LLP
as the Company's independent accountants for the fiscal year ending January 28,
1995.  The votes cast with respect to such matter were as follows:

                         For                                      145,091,381
                         Against                                      132,346
                         Abstain                                      100,585

(d).  Not applicable.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A)  EXHIBITS

     EXHIBIT
     NUMBER              DOCUMENT
     -------             --------
    
     11                  Statement Regarding Computation of Earnings Per Share
     27                  Financial Data Schedule
     99(a)               Consolidated Statements of Operations
     99(b)               Consolidated Balance Sheets
     99(c)               Consolidated Statements of Cash Flows
     99(d)               Consolidated Statement of Stockholders' Equity
     99(e)               Notes to Consolidated Financial Statements
    
(B)  REPORTS ON FORM 8-K

None.





                                       5
<PAGE>   6
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.




<TABLE>
<S>    <C>                                                       <C>
Date:  September 12, 1994                                        HECHINGER COMPANY
                                                                 -----------------
                                                                 Registrant




                                                                 /S/W. CLARK McCLELLAND
                                                                 ----------------------
                                                                 W. Clark McClelland
                                                                 Executive Vice President and Chief Financial Officer
                                                                 (Principal Financial Officer)
</TABLE>





                                       6
<PAGE>   7
                       HECHINGER COMPANY AND SUBSIDIARIES

                               INDEX TO EXHIBITS

                FORM 10-Q FOR THIRTEEN WEEKS ENDED JULY 30, 1994





<TABLE>
<CAPTION>
EXHIBIT NO.                                                                                                        PAGE
- - -----------                                                                                                        ----
<S>                          <C>                                                                                 <C>
11                           Statement Regarding Computation of Earnings Per Share                                   8
27                           Financial Data Schedule                                                                 9
99(a)                        Consolidated Statements of Operations                                                  10
99(b)                        Consolidated Balance Sheets                                                            11
99(c)                        Consolidated Statements of Cash Flows                                                  12
99(d)                        Consolidated Statements of Stockholders' Equity                                        13
99(e)                        Notes to Consolidated Financial Statements                                          14 - 15
</TABLE>





                                       7

<PAGE>   1

EXHIBIT 11



                               HECHINGER COMPANY
             STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE
                                  (unaudited)




<TABLE>
<CAPTION>
                                                                 13 WEEKS ENDED                        26 WEEKS ENDED
                                                      JULY 30, 1994        JULY 31, 1993       JULY 30, 1994     JULY 31, 1993
                                                      -------------        -------------       -------------     -------------
<S>                                                    <C>                  <C>                 <C>               <C>
Net earnings                                           $ 21,368,000         $ 17,894,000        $ 26,013,000      $ 21,122,000

Interest on 5-1/2% convertible debentures, net
of tax benefit                                            1,106,000            1,123,000           2,212,000         2,246,000
                                                       ------------         ------------        ------------      ------------

Net earnings for primary and fully diluted
earnings per share                                     $ 22,474,000         $ 19,017,000        $ 28,225,000      $ 23,368,000
                                                       ============         ============        ============      ============


Weighted average shares outstanding                      42,031,775           41,728,402          41,948,484        41,728,402

Dilutive effect of stock options and restricted
stock and performance share awards after
application of the treasury stock method                    554,866              189,986             466,479           189,986

Additional shares issuable assuming full
conversion of the 5-1/2% debentures into
Class A common stock                                      4,419,899            4,420,797           4,420,348         4,420,797
                                                       ------------         ------------        ------------      ------------

Common and common equivalent shares
outstanding for primary earnings per share               47,006,540           46,339,185          46,835,311        46,339,185

Additional dilution from stock options and
restricted stock and performance share
awards after application of the treasury stock
method                                                          101                  828              93,009               828
                                                       ------------         ------------        ------------      ------------


Common and common equivalent shares
outstanding for fully diluted earnings per share         47,006,641           46,340,013          46,928,320        46,340,013
                                                       ============         ============        ============      ============

Primary earnings per common share                      $       0.48         $       0.41        $       0.60      $       0.50
                                                       ============         ============        ============      ============
Fully diluted earnings per common share                $       0.48         $      $0.41        $       0.60      $       0.50
                                                       ============         ============        ============      ============

</TABLE>





                                       Page 8

<TABLE> <S> <C>


<ARTICLE> 5
<LEGEND>
                   HECHINGER COMPANY
          FINANCIAL DATA SCHEDULE - EXHBIT 27
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JAN-28-1995
<PERIOD-START>                             JAN-30-1994
<PERIOD-END>                               JUL-30-1994
<CASH>                                          26,193
<SECURITIES>                                    70,507
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                    476,801
<CURRENT-ASSETS>                               642,816
<PP&E>                                         542,198<F1>
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               1,307,316
<CURRENT-LIABILITIES>                          348,401
<BONDS>                                        385,596
<COMMON>                                         4,231
                                0
                                          0
<OTHER-SE>                                     515,528
<TOTAL-LIABILITY-AND-EQUITY>                 1,307,316
<SALES>                                      1,283,175
<TOTAL-REVENUES>                             1,284,843
<CGS>                                          996,074
<TOTAL-COSTS>                                1,230,671 
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              14,758
<INCOME-PRETAX>                                 39,414
<INCOME-TAX>                                    13,401
<INCOME-CONTINUING>                             26,013
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    26,013
<EPS-PRIMARY>                                     0.60
<EPS-DILUTED>                                     0.60
<FN>
<F1>Property, Furniture and Equipment, 
    net of accumulated depreciation.
</FN>
       






</TABLE>

<PAGE>   1

EXHIBIT 99(a)



                               HECHINGER COMPANY
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (unaudited)
                      (in thousands except per share data)




<TABLE>
<CAPTION>
                                                          13 WEEKS ENDED                              26 WEEKS ENDED
                                                   JULY 30, 1994    JULY 31, 1993             JULY 3O, 1994     JULY 31, 1993
                                                   -------------    -------------             -------------     -------------
<S>                                                <C>              <C>                       <C>               <C>
REVENUES
Net sales                                          $     708,874    $     609,233             $   1,283,175     $   1,088,377
Other (principally interest)                               1,247            1,293                     1,668             2,204
                                                   -------------    -------------             -------------     -------------

Total Revenues                                           710,121          610,526                 1,284,843         1,090,581

COSTS AND EXPENSES
Cost of sales                                            547,923          471,854                   996,074           843,143
Selling, general and administrative expenses             122,261          107,760                   234,597           206,573
Interest expense                                           7,561            4,981                    14,758            10,256
                                                   -------------    -------------             -------------     -------------

Total Costs and Expenses                                 677,745          584,595                 1,245,429         1,059,972
                                                   -------------    -------------             -------------     -------------

EARNINGS BEFORE INCOME TAXES                              32,376           25,931                    39,414            30,609

INCOME TAX EXPENSE                                        11,008            8,037                    13,401             9,487
                                                   -------------    -------------             -------------     -------------

NET EARNINGS                                       $      21,368    $      17,894             $      26,013     $      21,122
                                                   =============    =============             =============     =============


PRIMARY AND FULLY DILUTED EARNINGS PER
COMMON SHARE:                                      $        0.48    $        0.41             $        0.60     $        0.50
                                                   =============    =============             =============     =============

AVERAGE NUMBER OF COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING
Primary                                                   47,007           46,339                    46,835            46,339
Fully diluted                                             47,007           46,340                    46,928            46,340



DIVIDENDS PER SHARE:
Class A common                                     $        0.04    $        0.04             $        0.08     $        0.08
Class B common                                     $        0.02    $        0.02             $        0.03     $        0.03
</TABLE>



See notes to consolidated financial statements.





                                       Page 10 


<PAGE>   1

EXHIBIT 99(b)


                               HECHINGER COMPANY
                          CONSOLIDATED BALANCE SHEETS
                        (in thousands except share data)


<TABLE>
<CAPTION>
                                                               (unaudited)
                                                              JULY 30, 1994         Jan. 29, 1994
                                                              -------------         -------------
<S>                                                          <C>                    <C>
ASSETS

CURRENT ASSETS
Cash and cash equivalents                                    $       26,193         $      19,675
Marketable securities at fair value                                  70,507               150,989
Merchandise inventories                                             476,801               400,366
Other current assets                                                 69,315                50,200
                                                              -------------         -------------

Total Current Assets                                                642,816               621,230



PROPERTY, FURNITURE AND EQUIPMENT, NET                              542,198               482,503



COST IN EXCESS OF NET ASSETS ACQUIRED, NET                           56,259                57,098



LEASEHOLD ACQUISITION COSTS, NET                                     53,673                54,812



OTHER ASSETS                                                         12,370                13,599
                                                              -------------         -------------

TOTAL ASSETS                                                 $    1,307,316         $   1,229,242
                                                             ==============         =============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses                        $      336,207         $     291,182
Income taxes payable                                                  8,980                   -
Current portion of long-term debt and capital lease
obligations                                                           3,214                 3,068
                                                              -------------         -------------

Total Current Liabilities                                           348,401               294,250

LONG-TERM DEBT                                                      385,596               386,116
CAPITAL LEASE OBLIGATIONS                                            19,546                21,757
DEFERRED RENT                                                        27,977                28,493
DEFERRED INCOME TAXES                                                 6,037                 4,759

STOCKHOLDERS' EQUITY
Class A common stock, $.10 par value, authorized
50,000,000 shares; issued 30,715,471 and 28,812,090                   3,072                 2,881
Class B common stock, $.10 par value, authorized
30,000,000 shares; issued 11,590,519 and 13,312,356                   1,159                 1,331
Additional paid-in capital                                          238,072               236,543
Retained earnings                                                   279,707               256,836
Unearned compensation                                                (1,901)               (2,201)
Less treasury stock at cost, 6,706 and 92,769
Class A common shares and 14,497 and 14,497
Class B common shares                                                  (350)               (1,523)
                                                              -------------         -------------

TOTAL STOCKHOLDERS' EQUITY                                          519,759               493,867
                                                              -------------         -------------

TOTAL LIABILITIES AND STOCKHOLDERS'EQUITY                    $    1,307,316         $   1,229,242
                                                             ==============         =============

</TABLE>


See notes to consolidated financial statements.


                                       Page 11


<PAGE>   1

EXHIBIT 99(c)



                               HECHINGER COMPANY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                       26 WEEKS ENDED
                                                                               JULY 30, 1994    JULY 31, 1993
                                                                               -------------    -------------
<S>                                                                            <C>              <C>
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES

Net Earnings                                                                   $      26,013    $      21,122
Adjustments to reconcile earnings to net cash provided by operating
activities:
   Unusual charges                                                                    (3,465)          (7,127)
   Depreciation and amortization                                                      25,071           21,800
   Deferred income taxes                                                                 859            1,483
   Deferred rent expense                                                                (516)           1,081
                                                                                ------------    -------------
                                                                                      47,962           38,359
                                                                               -------------    -------------

CHANGE IN OPERATING ASSETS AND LIABILITIES

Merchandise inventories                                                              (76,435)         (54,961)
Other current assets                                                                 (19,160)          (5,485)
Accounts payable and accrued expenses                                                 49,059           34,582
Income taxes payable                                                                   9,444            2,009
                                                                               -------------    -------------
                                                                                     (37,092)         (23,855)

NET CASH FLOWS PROVIDED FROM OPERATIONS                                               10,870           14,504
                                                                               -------------    -------------
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES

Expenditures for property, furniture, equipment and other assets,
net of disposals                                                                     (81,196)         (59,164)
Marketable securities:
   Purchases                                                                        (103,560)         (53,177)
   Proceeds from sales                                                               184,042          102,802
                                                                               -------------    -------------
NET CASH USED IN FROM INVESTING ACTIVITIES                                              (714)          (9,539)
                                                                               -------------    -------------
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
Dividends paid to stockholders                                                        (2,804)          (2,719)
Stock options exercised                                                                2,203               59
Other                                                                                 (3,037)            (821)
                                                                               -------------    -------------
NET CASH USED IN FINANCING ACTIVITIES                                                 (3,638)          (3,481)
                                                                               -------------    -------------
INCREASE IN CASH AND CASH EQUIVALENTS                                                  6,518            1,484

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                        19,675           12,341
                                                                               -------------    -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                     $      26,193    $      13,825
                                                                               =============    =============
SUPPLEMENTAL INFORMATION
   Cash payments for income taxes                                              $       3,010    $       5,817
   Cash payments for interest, net of amount capitalized                       $      12,711    $      13,901
</TABLE>



                                       Page 12


<PAGE>   1
EXHIBIT 99(d)

                               HECHINGER COMPANY
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS'EQUITY
                        (in thousands except share data)

<TABLE>
<CAPTION>
                                                                               CLASS A    CLASS B    ADDITIONAL
                                                                                COMMON     COMMON      PAID-IN       RETAINED
                                                                                 STOCK      STOCK      CAPITAL       EARNINGS
                                                                              --------    --------   ----------    ----------
<S>                                                                           <C>         <C>        <C>           <C>
BALANCE, JAN. 30, 1993                                                        $  2,877    $  1,348   $  238,356    $  237,517

Restricted stock awards, 20,000 Class A common shares                                2         -            178           -
Restricted stock awards earned, net of forfeitures                                 (15)        -         (1,811)          -
Exercise of stock options including income tax benefit (32,519 Class
   A common shares were issued from the treasury)                                  -           -           (180)          -
Conversions from Class B to Class A common stock                                    17         (17)         -             -
Purchase of treasury stock (18,938 Class A common shares and 1
   Class B common share)                                                           -           -            -             -
Cash dividends, Class A common stock ($.16 per share)                              -           -            -          (4,587)
Cash dividends, Class B common stock ($.06 per share)                              -           -            -            (854)
Net earnings                                                                       -           -            -          24,760
                                                                              --------    --------   ----------    ----------

BALANCE, JAN. 29, 1994                                                           2,881       1,331      236,543       256,836

Restricted stock awards earned, net of forfeitures                                 -           -            -             -
Performance stock awards earned and issued                                           5         -            576           -
Exercise of stock options including income tax benefit (92,670 Class
   A common shares were issued from the treasury)                                   14         -            928           -
Conversions from Class B to Class A common stock                                   172        (172)         -             -
Conversion of 5-1/2% Convertible Subordinated Debentures into
   shares of Class A common stock                                                  -           -             25           -
Purchase of treasury stock (6,607 Class A common shares)                           -           -            -             -
Adjustment to fair value of marketable securities                                  -           -            -            (338)
Cash dividends, Class A common stock ($.08 per share)                              -           -            -          (2,420)
Cash dividends, Class B common stock ($.03 per share)                              -           -            -            (384)
Net earnings                                                                       -           -            -          26,013
                                                                              --------    --------   ----------    ----------

BALANCE, JULY 30, 1994 (UNAUDITED)                                            $  3,072    $  1,159   $  238,072    $  279,707
                                                                              ========    ========   ==========    ========== 
</TABLE>

<TABLE>
<CAPTION>
                                                                                 UNEARNED        TREASURY
                                                                               COMPENSATION        STOCK          TOTAL
                                                                              -------------     ---------      ----------    
<S>                                                                           <C>               <C>            <C>
BALANCE, JAN. 30, 1993                                                        $     (4,367)     $  (1,807)     $  473,924

Restricted stock awards, 20,000 Class A common shares                                 (172)           -                 8
Restricted stock awards earned, net of forfeitures                                   2,338            -               512
Exercise of stock options including income tax benefit (32,519 Class
   A common shares were issued from the treasury)                                      -              361             181
Conversions from Class B to Class A common stock                                       -              -               -
Purchase of treasury stock (18,938 Class A common shares and 1
   Class B common share)                                                               -              (77)            (77)
Cash dividends, Class A common stock ($.16 per share)                                  -              -            (4,587)
Cash dividends, Class B common stock ($.06 per share)                                  -              -              (854)
Net earnings                                                                           -              -            24,760
                                                                              -------------     ---------      ----------    
BALANCE, JAN. 29, 1994                                                              (2,201)        (1,523)        493,867

Restricted stock awards earned, net of forfeitures                                     300            -               300
Performance stock awards earned and issued                                             -              -               581
Exercise of stock options including income tax benefit (92,670 Class
   A common shares were issued from the treasury)                                      -            1,261           2,203
Conversions from Class B to Class A common stock                                       -              -               -
Conversion of 5-1/2% Convertible Subordinated Debentures into
   shares of Class A common stock                                                      -              -                25
Purchase of treasury stock (6,607 Class A common shares)                               -              (88)            (88)
Adjustment to fair value of marketable securities                                      -              -              (338)
Cash dividends, Class A common stock ($.08 per share)                                  -              -            (2,420)
Cash dividends, Class B common stock ($.03 per share)                                  -              -              (384)
Net earnings                                                                           -              -            26,013
                                                                              -------------     ---------      ----------    
BALANCE, JULY 30, 1994 (UNAUDITED)                                            $     (1,901)     $    (350)     $  519,759
                                                                              =============     =========      ==========
</TABLE>

See notes to consolidated financial statements.


                                    Page 13


<PAGE>   1
EXHIBIT 99(E)

                       HECHINGER COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE THIRTEEN AND TWENTY-SIX WEEKS ENDED JULY 30, 1994
                                  (UNAUDITED)


A.  BASIS OF PRESENTATION

In the opinion of management of Hechinger Company (the "Company"), the
accompanying unaudited consolidated financial statements include all
adjustments (which consist of normal recurring accruals) considered necessary
for a fair statement of the results for the interim periods presented.  The
operating results for the twenty-six weeks ended July 30, 1994 are not
necessarily indicative of the results to be expected for the fiscal year ending
January 28, 1995.

Certain amounts in the financial statements for the periods ended July 31, 1993
have been reclassified to conform to the presentation for the periods ended
July 30, 1994.

The financial statements presented herein should be read in conjunction with
the financial statements incorporated by reference in the Company's Annual
Report on Form 10-K for the year ended January 29, 1994.


B.  CHANGE IN ACCOUNTING PRINCIPLE

In May 1993, Statement of Financial Accounting Standards No. 115 ("SFAS 115"),
Accounting for Certain Investments in Debt and Equity Securities, was issued.
The Company adopted this statement as of the first quarter of 1994 and is
classifying its investments in marketable securities as available-for-sale.
Under this classification, marketable securities are carried at fair value,
with unrealized gains and losses excluded from earnings and instead reported in
stockholders' equity until realized.  In accordance with SFAS 115, prior period
financial statements have not been restated to reflect the change in accounting
principle.  The cumulative effect of adopting SFAS 115 in the first quarter of
1994, as well as the effect as of July 30, 1994 on stockholders' equity were
insignificant.


C.  MERCHANDISE INVENTORY

An actual valuation of inventory under the LIFO method can be made only at the
end of each year based on the inventory levels and costs at that time.
Accordingly, interim LIFO calculations are based on management's estimates of
expected year-end inventory levels and costs.  Interim results are subject to
the final year-end LIFO inventory valuation.

All inventories reported at July 30, 1994 and January 29, 1994 were valued
using the LIFO inventory valuation method.  If all inventories had been valued
under the FIFO method, which approximates replacement cost, inventories would
have been $19.2 million and $17.0 million higher than reported at July 30, 1994
and January 29, 1994, respectively.


D.  TAXES ON INCOME

For the thirteen and twenty-six weeks ended July 30, 1994, the effective tax
rate was 34.0% compared to 31.0% for the corresponding periods last year.  The
effective tax rate increase was primarily due to the increase in the Federal
income tax rate and increases in state income tax rates.  The effective tax
rates differ from the statutory tax rate primarily due to the effect of tax
credits and tax-free earnings on funds available for investment.





                                       14
<PAGE>   2
E.  SALE AND LEASEBACK

In August 1994, the Company sold 13 stores for approximately $100 million and
concurrently leased the properties back for an initial term of 25 years.  The
leases are renewable at the Company's option for nine additional terms of five
years each.  The Company has recorded these leases as operating leases.





                                       15


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