HECHINGER CO
10-Q, 1995-12-12
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 1934for the thirteen weeks ended October 28, 1995 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 December 4, 1995.

           30,867,748 shares of Class A Common Stock, $.10 par value
           11,456,762 shares of Class B Common Stock, $.10 par value





                                    1 of 15
<PAGE>   2
                               HECHINGER COMPANY

                               INDEX TO FORM 10-Q
                     THIRTEEN WEEKS ENDED OCTOBER 28, 1995





<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 - 5


Part II.                     Other Information:


                             Item 6.  Exhibits and Reports on Form 8-K                                               6

                             Index to Exhibits                                                                       8

</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                                                 OCT. 28, 1995    OCT. 29, 1994           CHANGE            CHANGE
- ------                                                 -------------    -------------           ------      ------------
<S>                                                         <C>              <C>                 <C>               <C>
Thirteen weeks                                                $549.2           $633.9            (13)%             (13)%

Thirty-nine weeks                                           $1,751.0         $1,917.0             (9)%              (8)%
</TABLE>


The sales decreases for the thirteen weeks and thirty-nine weeks ended October
28, 1995 were due primarily to 14 Home Quarters stores and eight Hechinger
stores that have closed as a part of the store closing plan announced in the
fourth quarter of 1994.  In addition, weak sales of existing homes,
unseasonable weather in the Company's markets, declines in lumber prices and
increased competition have adversely impacted sales during the periods.

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

<TABLE>
<CAPTION>
                                                           HECHINGER             HOME
                                                              STORES         QUARTERS            TOTAL
                                                              ------         --------            -----
                     <S>                                          <C>             <C>             <C>
                     As of October 29, 1994                       72               61             133
                     Fourth quarter 1994 openings                 -                -                -
                     Fourth quarter 1994 closings                 -                -                -

                     As of January 28, 1995                       72               61              133
                     First quarter 1995 openings                  -                 3                3
                     First quarter 1995 closings                  (2)             (15)             (17)

                     As of April 29, 1995                         70               49              119
                     Second quarter 1995 openings                 -                 2                2
                     Second quarter 1995 closings                 (6)              (1)              (7)

                     As of July 29, 1995                          64               50              114
                     Third quarter 1995 openings                   1                4                5
                     Third quarter 1995 closings                  (1)              -                (1)
                                                                  ---             ---               ---

                     As of October 28, 1995                       64               54              118
                                                                  ==               ==              ===
</TABLE>

For the thirteen weeks ended October 28, 1995, cost of sales was 81.1% of sales
compared to 78.9% of sales for the corresponding period last year.  For the
thirty-nine weeks ended October 28, 1995, cost of sales was 79.3% compared to
78.1% for the corresponding period last year.  Distribution, buying and
occupancy expenses are included in cost of sales and are comprised
substantially of fixed costs.  The increases in cost of sales are due primarily
to higher distribution, buying and occupancy expenses as a percent to sales,
which was caused by lower sales this year compared to last year.





                                       3
<PAGE>   4

For the thirteen weeks ended October 28, 1995, selling, general and
administrative expenses were 19.4% of sales compared to 19.3% of sales for the
corresponding period last year.  These figures include preopening expenses of
$2.3 million for the thirteen weeks ended October 28, 1995, compared to $3.4
million for the corresponding period last year.  Excluding these expenses,
selling, general and administrative expenses  for the thirteen weeks ended
October 28, 1995 were 19.0% of sales, as compared to 18.8% of sales for the
corresponding period last year.  For the thirty-nine weeks ended October 28,
1995, selling, general and administrative expenses were 19.1% compared to 18.6%
for the corresponding period last year.  These figures include preopening
expenses of $7.5 million for the thirty-nine weeks ended October 28, 1995,
compared to $8.4 million for the corresponding period last year.  Excluding
these expenses, selling, general and administrative expenses for the
thirty-nine weeks ended October 28, 1995 were 18.7% of sales, as compared to
18.2% of sales for the corresponding period last year.  The increases,
excluding preopening expenses, were due primarily to less leverage of selling,
general and administrative expenses as a result of lower sales this year
compared to last year.

For the thirteen weeks ended October 28, 1995, interest expense was $8.2
million, 1.5% of sales, compared to $7.4 million, 1.2% of sales, for the
corresponding period last year.  For the thirty-nine weeks ended October 28,
1995, interest expense was $23.3 million, 1.3% of sales, compared to $22.2
million, 1.2% of sales, for the corresponding  period last year.  The increases
were due primarily to lower interest capitalized on construction-in-progress.

For the thirteen weeks and thirty-nine weeks ended October 28, 1995, the
effective tax rate was 37.0% compared to 34.0% for the corresponding periods
last year.  The effective tax rate increase was due primarily to an increase in
state taxes and  expiration of the Targeted Jobs Tax Credit program as of
December 1994.  The effective tax rates differ from the statutory Federal tax
rate due primarily to the effect of tax credits, tax-free earnings on funds
available for investment and state taxes.

For the thirteen weeks ended October 28, 1995, the net loss was $6.4 million,
$.15 per share, compared to net earnings of $3.3 million, $.08 per share, for
the corresponding period last year.  For the thirty-nine weeks ended October
28, 1995, net earnings were $3.9 million, $.09 per share, compared to $29.3
million, $.69 per share, for the corresponding period last year.

As of October 28, 1995, 14 Home Quarters stores and eight Hechinger stores have
been closed as a part of the store closing plan announced in the fourth quarter
of 1994.  As of October 28, 1995, $32.9  million has been recorded against the
$61.9 million store closing reserve.  The main components of the charges were
as follows:

1)   losses on liquidation of inventories totaling $13.0 million; 
2)   losses on disposal of furniture, fixtures, equipment and other assets 
totaling $11.4 million; 
3)   cash expenditures for carrying costs of the stores vacated,
including rents, utilities and other expenses subsequent to the store closing of
$6.1 million; and 
4)  cash expenditures for employee termination costs of $2.4 million, including
severance pay and related benefits.

Management believes that the remaining reserve is adequate to cover future 
losses and cash expenditures in completing this store closing plan.  Of the 
total remaining accrual of $29.0 million, $20.8 million has been recorded as a 
current liability as of October 28, 1995.

Cash and cash equivalents and marketable securities were $62.0 million as of
October 28, 1995, compared to $95.2 million as of January 28, 1995.  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 due to the increase in inventory and an
unusually low accounts payable balance at January 28, 1995.   Net expenditures
for property, furniture and equipment and other assets were $88.5 million for
the thirty-nine weeks ended October 28, 1995 and $128.2 million for the
corresponding period last year.  These expenditures are related primarily to
the Company's store expansion and remodeling programs.





                                       4
<PAGE>   5
The Company is a party to legal proceedings and claims arising in the ordinary
course of business.  Although the outcome of such proceedings and claims cannot
be determined with certainty, management believes that the outcome of such
proceedings and claims will not have a material adverse effect on the Company's
consolidated financial position.





                                       5
<PAGE>   6
                                    PART II



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
         
(A)  EXHIBITS
     
<TABLE>
<CAPTION>
         EXHIBIT
         NUMBER              DOCUMENT
         ------              --------
         <S>                 <C>
         11                  Statement Regarding Computation of Earnings Per Share
         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
</TABLE>

(B)  REPORTS ON FORM 8-K

         none.





                                       6
<PAGE>   7
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:  December 12, 1995                                         HECHINGER COMPANY
                                                                 -----------------
                                                                 Registrant



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





                                       7
<PAGE>   8
                               HECHINGER COMPANY

                               INDEX TO EXHIBITS
      FORM 10-Q FOR THIRTEEN AND THIRTY-NINE WEEKS ENDED OCTOBER 28, 1995





<TABLE>
<CAPTION>
EXHIBIT NO.                                                                                                        PAGE
- -----------                                                                                                        ----

<S>                          <C>                                                                              <C>
11                           Statement Regarding Computation of Earnings Per Share                                  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>





                                       8

<PAGE>   1
Exhibit 11


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


<TABLE>
<CAPTION>
                                                                     13 WEEKS ENDED                     39 WEEKS ENDED
                                                              OCT 28, 1995   OCT 29, 1994         OCT 28, 1995   OCT 29, 1994
                                                              ------------   ------------         ------------   ------------

<S>                                                           <C>             <C>                  <C>            <C>
Net (loss)/earnings                                           $ (6,406,000)   $ 3,268,000          $ 3,901,000    $29,283,000

Interest on 5-1/2% convertible debentures, net of                     -              -                    -              -
tax benefit (1)                                               -------------   -----------          -----------    -----------

Net (loss)/earnings for primary and fully diluted
earnings per share                                            $ (6,406,000)   $ 3,268,000          $ 3,901,000    $29,283,000
                                                              =============   ===========          ===========    ===========

Weighted average shares outstanding                             42,117,066     42,060,574           42,109,721     41,985,847

Dilutive effect of stock options and restricted
stock and performance share awards after 
application of the treasury stock method (1)                          -           438,810              105,754        457,256

Additional shares issuable assuming full conversion
of the 5-1/2% debentures into Class A common
stock (1)                                                             -              -                    -              -
                                                              -------------   -----------          -----------    -----------   

Common and common equivalent shares outstanding
for primary earnings per share                                  42,117,066     42,499,384           42,215,475     42,443,103

Additional dilution from stock options and 
restricted stock and performance share awards
after application of the treasury stock method (1)                    -               188                 -            62,068
                                                              ------------    -----------          -----------    -----------   
Common and common eqivalent shares outstanding
for fully diluted earnings per share                            42,117,066     42,499,572           42,215,475     42,505,171
                                                              ============    ===========          ===========    =========== 

Primary (loss)/earnings per common share                            ($0.15)         $0.08                $0.09          $0.69
                                                              =============   ===========          ===========    ===========

Fully diluted (loss)/earnings per common share                      ($0.15)         $0.08                $0.09          $0.69
                                                              =============   ===========          ===========    ===========
</TABLE>

(1)  The 5-1/2% Convertible Subordinated Debentures, stock options, restricted
     stock and performance share awards were antidilutive for the 13 weeks
     ended October 28, 1995.  The 5-1/2% Convertible Subordinated Debentures
     were antidilutive for the 39 weeks ended October 28, 1995 and the 13
     weeks and 39 weeks ended October 29, 1994.





                                      9

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          FEB-03-1996
<PERIOD-START>                             JAN-29-1995
<PERIOD-END>                               OCT-28-1995
<CASH>                                          24,791
<SECURITIES>                                    37,206
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                    473,090
<CURRENT-ASSETS>                               603,962
<PP&E>                                         542,131<F1>
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               1,281,749
<CURRENT-LIABILITIES>                          362,580
<BONDS>                                        384,217
<COMMON>                                         4,233
                                0
                                          0
<OTHER-SE>                                     477,719
<TOTAL-LIABILITY-AND-EQUITY>                 1,281,749
<SALES>                                      1,751,012
<TOTAL-REVENUES>                             1,753,524
<CGS>                                        1,388,984
<TOTAL-COSTS>                                1,724,062
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              23,269
<INCOME-PRETAX>                                  6,193
<INCOME-TAX>                                     2,292
<INCOME-CONTINUING>                              3,901
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     3,901
<EPS-PRIMARY>                                     0.09
<EPS-DILUTED>                                     0.09
<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                    39 WEEKS ENDED
                                                    OCT 28, 1995    OCT 29, 1994       OCT 28, 1995  OCT 29, 1994
                                                   --------------  --------------     ------------- --------------
<S>                                                 <C>             <C>                <C>           <C>
REVENUES
Net sales                                           $    549,189    $    633,870       $  1,751,012  $  1,917,045
Other (principally interest)                                 564           1,272              2,512         2,941
                                                   --------------  --------------     ------------- --------------

Total Revenues                                           549,753         635,142          1,753,524     1,919,986

COSTS AND EXPENSES
Cost of sales                                            445,240         500,248          1,388,984     1,496,322
Selling, general and administrative expenses             106,518         122,503            335,078       357,101
Interest expense                                           8,163           7,440             23,269        22,197
                                                   --------------  --------------     ------------- --------------

Total Costs and Expenses                                 559,921         630,191          1,747,331     1,875,620
                                                   --------------  --------------     ------------- --------------

(LOSS)/EARNINGS BEFORE INCOME TAXES                      (10,168)          4,951              6,193        44,366

INCOME TAX (BENEFIT)/EXPENSE                              (3,762)          1,683              2,292        15,083
                                                   --------------  --------------     ------------- --------------

NET (LOSS)/EARNINGS                                 $     (6,406)   $      3,268       $      3,901  $     29,283
                                                   ==============  ==============     ============= ==============




PRIMARY AND FULLY DILUTED (LOSS)/EARNINGS
PER COMMON SHARE                                          ($0.15)          $0.08              $0.09         $0.69
                                                   ==============  ==============     ============= ==============

AVERAGE NUMBER OF COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING:
Primary                                                   42,117          42,499             42,215        42,443
Fully diluted                                             42,117          42,500             42,215        42,505


DIVIDENDS PER SHARE:
Class A common stock                                       $0.04           $0.04              $0.12         $0.12
Class B common stock                                       $0.02           $0.02              $0.05         $0.05
</TABLE>



See notes to consolidated financial statements.






                                      10


<PAGE>   1
EXHIBIT 99(b)


                               HECHINGER COMPANY
                          CONSOLIDATED BALANCE SHEETS
                        (in thousands except share data)
<TABLE>
<CAPTION>
                                                                              (unaudited)                
                                                                             OCT 28, 1995           JAN 28, 1995
                                                                            ----------------       ---------------
<S>                                                                            <C>                     <C>
ASSETS                                                                                          

CURRENT ASSETS                                                                                  
Cash and cash equivalents                                                    $     24,791           $      26,252
Marketable securities at fair value                                                37,206                  68,911
Merchandise inventories                                                           473,090                 453,529
Other current assets                                                               68,875                  66,742
                                                                            ----------------       ---------------
Total Current Assets                                                              603,962                 615,434

                                                                                                
                                                                                                
PROPERTY, FURNITURE and EQUIPMENT, net                                            542,131                 504,132
                                                                                                
                                                                                                
                                                                                                
COST IN EXCESS OF NET ASSETS ACQUIRED, net                                         54,162                  55,421
                                                                                                
                                                                                                
                                                                                                
                                                                                                
                                                                                                
LEASEHOLD ACQUISITION COSTS, net                                                   49,684                  52,541
                                                                                                
                                                                                                
                                                                                                
OTHER ASSETS                                                                       31,810                  33,701
                                                                            ----------------       ---------------

TOTAL ASSETS                                                                 $  1,281,749           $   1,261,229
                                                                            ================       ===============
</TABLE>
        
        
        
        
<TABLE> 
<CAPTION>
                                                                              (unaudited)     
                                                                             OCT 28, 1995           JAN 28, 1995
                                                                            --------------         ---------------
<S>                                                                          <C>                    <C>
LIABILITIES and STOCKHOLDERS' EQUITY                                                            

CURRENT LIABILITIES                                                                             
Accounts payable and accrued expenses                                        $    351,048           $     327,587
Income taxes payable                                                                7,851                  10,493
Current portion of long-term debt and capital lease                                             
     obligations                                                                    3,681                   3,453
                                                                            --------------         ---------------

Total Current Liabilities                                                         362,580                 341,533

LONG-TERM DEBT                                                                    384,217                 384,969
CAPITAL LEASE OBLIGATIONS                                                          16,468                  18,408
DEFERRED RENT                                                                      28,332                  26,846
OTHER LONG-TERM LIABILITIES                                                         8,200                   8,200

STOCKHOLDERS' EQUITY                                                                            
Class A common stock, $.10 par value; authorized                                                
  50,000,000 shares; issued 30,867,748 and                                                   
  30,797,512                                                                        3,087                   3,080
Class B common stock, $.10 par value, authorized                                                
  30,000,000 shares; issued 11,456,762 and                                                   
  11,518,729                                                                        1,146                   1,152
Additional paid-in capital                                                        238,248                 238,182
Retained earnings                                                                 241,007                 240,919
Unearned compensation                                                                (911)                 (1,553)
Less treasury stock at cost, 29,249 and 17,213 Class A                                          
  common shares and 14,497 and 14,497 Class B                                                
  common shares                                                                      (625)                   (507)
                                                                            --------------         ---------------

TOTAL STOCKHOLDERS' EQUITY                                                        481,952                 481,273
                                                                            --------------         ---------------

TOTAL LIABILITIES and STOCKHOLDERS' EQUITY                                   $  1,281,749           $   1,261,229
                                                                            ==============         ===============
</TABLE> 

See notes to consolidated financial statements.


                                       11

<PAGE>   1
EXHIBIT 99(c)


                              HECHINGER COMPANY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                       39 WEEKS ENDED
                                                             OCT 28, 1995           OCT 29, 1994
                                                            --------------         --------------
<S>                                                          <C>                      <C>
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES

Net earnings                                                 $      3,901           $     29,283
Adjustments to reconcile earnings to net cash provided by
    operating activities:
    Unusual charges                                               (23,220)                (3,949)
    Depreciation and amortization                                  43,115                 38,395
    Deferred income taxes                                           1,954                  6,274
    Deferred rent expense                                           1,486                   (346)
                                                            --------------         --------------
                                                                   27,236                 69,657
                                                            --------------         --------------

CHANGE IN OPERATING ASSETS AND LIABILITIES

Merchandise inventories                                           (19,946)              (111,862)
Other current assets                                               (2,133)               (24,415)
Accounts payable and accrued expenses                              58,455                 89,595
Income taxes payable                                               (2,643)                 5,732
                                                            --------------         --------------
                                                                   33,733                (40,950)
                                                            --------------         --------------

NET CASH FLOWS PROVIDED FROM OPERATIONS                            60,969                 28,707
                                                            --------------         --------------

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES

Expenditures for property, furniture, equipment and other
    assets, net of disposals                                      (88,449)              (128,220)
Marketable securities:
    Purchases                                                    (162,628)              (203,607)
    Proceeds from sales                                           194,333                215,997
                                                            --------------         --------------

NET CASH USED IN INVESTING ACTIVITIES                             (56,744)              (115,830)
                                                            --------------         --------------

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
Net proceeds from sale and leaseback transaction                        -                 99,295
Dividends paid to stockholders                                     (4,248)                (4,221)
Stock options exercised                                                74                  2,284
Other                                                              (1,512)                (2,641)
                                                            --------------         --------------

NET CASH FROM (USED IN) FINANCING ACTIVITIES                       (5,686)                94,717
                                                            --------------         --------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                   (1,461)                 7,594

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                     26,252                 19,675
                                                            --------------         --------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                   $     24,791           $     27,269
                                                            ==============         ==============

SUPPLEMENTAL INFORMATION
    Cash payments for income taxes                           $     3,082            $      3,456
    Cash payments for interest, net of amount capitalized    $    23,718            $     19,473
</TABLE>

See notes to consolidated financial statements.







                                      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 STOCK        COMMON STOCK         PAID-IN CAPITAL     
                                                                       ------------        ------------         ---------------
<S>                                                                       <C>                 <C>                  <C>              
BALANCE, JAN. 29, 1994                                                    $2,881              $1,331               $236,543         
                                                                                                                                    
Restricted stock awards earned                                                 -                   -                      -         
Performance stock awards earned and issued                                     5                   -                    577         
Exercise of stock options including income tax benefit (92,670                                                                      
     Class A common shares were issued from the treasury)                     15                   -                  1,037         
Conversions from Class B to Class A common stock                             179                (179)                     -         
Conversion of 5 1/2% Convertible Subordinated Debentures into                                                                       
    shares of Class A common stock)                                            -                   -                     25         
Purchase of treasury stock (17,114 Class A common shares)                      -                   -                      -         
Adjustment to fair value of marketable securities                              -                   -                      -         
Cash dividends, Class A common stock ($.16 per share)                          -                   -                      -         
Cash dividends, Class B common stock ($.06 per share)                          -                   -                      -         
Net earnings                                                                   -                   -                      -         
                                                                       ------------        ------------         ---------------
                                                                                                                                    
BALANCE, JAN. 28, 1995                                                     3,080               1,152                238,182         
                                                                                                                                    
Restricted stock awards earned                                                 -                   -                      -         
Exercise of stock options including income tax benefit                         1                   -                     73         
Conversions from Class B to Class A common stock                               6                  (6)                     -         
Purchase of treasury stock (17,315 Class A common shares)                      -                   -                     (7)        
Adjustment to fair value of marketable securities                              -                   -                      -         
Cash dividends, Class A common stock ($.12 per share)                          -                   -                      -         
Cash dividends, Class B common stock ($.05 per share)                          -                   -                      -         
Net earnings                                                                   -                   -                      -         
                                                                       ------------        ------------         ---------------
                                                                                                                                    
BALANCE, OCTOBER 28, 1995 (UNAUDITED)                                     $3,087              $1,146               $238,248         
                                                                       ============        ============         ===============
</TABLE>  

<TABLE>
<CAPTION>
                                                                     RETAINED        UNEARNED          TREASURY     
                                                                     EARNINGS       COMPENSATION        STOCK        TOTAL
                                                                   ------------     ------------       --------     -------
<S>                                                                  <C>                 <C>            <C>         <C>
BALANCE, JAN. 29, 1994                                               $256,836           $ (2,201)       $(1,523)    $493,867
                                                                                                                    
Restricted stock awards earned                                              -                648              -          648
Performance stock awards earned and issued                                  -                  -              -          582
Exercise of stock options including income tax benefit (92,670                                                      
     Class A common shares were issued from the treasury)                   -                  -          1,260        2,312
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 (17,114 Class A common shares)                   -                  -           (244)        (244)
Adjustment to fair value of marketable securities                        (371)                 -              -         (371)
Cash dividends, Class A common stock ($.16 per share)                  (4,883)                 -              -       (4,883)
Cash dividends, Class B common stock ($.06 per share)                    (752)                 -              -         (752)
Net earnings                                                           (9,911)                 -              -       (9,911)
                                                                     ------------     ------------       --------     -------
                                                                                                                    
BALANCE, JAN. 28, 1995                                                240,919             (1,553)          (507)     481,273
                                                                                                                    
Restricted stock awards earned                                              -                642              -          642
Exercise of stock options including income tax benefit                      -                  -              -           74
Conversions from Class B to Class A common stock                            -                  -              -            -
Purchase of treasury stock (17,315 Class A common shares)                   -                  -           (118)        (125)
Adjustment to fair value of marketable securities                         435                  -              -          435
Cash dividends, Class A common stock ($.12 per share)                  (3,698)                 -              -       (3,698)
Cash dividends, Class B common stock ($.05 per share)                    (550)                 -              -         (550)
Net earnings                                                            3,901                  -              -        3,901
                                                                    ------------     ------------       --------     -------
                                                                                                                    
BALANCE, OCTOBER 28, 1995 (UNAUDITED)                                $241,007           $  (911)        $ (625)    $481,952
                                                                    ============     ============       ========    ========
</TABLE>

See notes to consolidated financial statements.                        
                                                  

                                                                       
                                      13



<PAGE>   1
EXHIBIT 99(E)

                               HECHINGER COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED OCTOBER 28, 1995
                                  (unaudited)


A.  BASIS OF PRESENTATION

In the opinion of the 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 thirty-nine weeks ended October 28, 1995 are not
necessarily indicative of the results to be expected for the fiscal year ending
February 3, 1996.

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 28, 1995.


B.  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 October 28, 1995 and January 28, 1995 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 $23.4 million and $18.9 million higher than reported at October 28,
1995 and January 28, 1995, respectively.


C.  TAXES ON INCOME

For the thirteen weeks and thirty-nine weeks ended October 28, 1995, the
effective tax rate was 37.0% compared to 34.0% for the corresponding periods
last year.  The effective tax rate increase was due primarily to an increase in
state taxes and expiration of the Targeted Jobs Tax Credit program as of
December 1994.  The effective tax rates differ from the statutory Federal tax
rate due primarily to the effect of tax credits, tax-free earnings on funds
available for investment and state taxes.


D.  UNUSUAL CHARGE

As of October 28, 1995, 14 Home Quarters stores and eight Hechinger stores have
been closed as a part of the store closing plan announced in the fourth quarter
of 1994.  As of October 28, 1995, $32.9  million has been recorded against the
$61.9 million store closing reserve.  The main components of the charges were
as follows:

1)  losses on liquidation of inventories totaling $13.0 million;
2)  losses on disposal of furniture, fixtures, equipment and other assets
    totaling $11.4 million;
3)  cash expenditures for carrying costs of the stores vacated, including
rents, utilities and other expenses subsequent to the store closing of $6.1
million; and
4)  cash expenditures for employee termination costs of $2.4 million, including
severance pay and related benefits.





                                       14
<PAGE>   2
Management believes that the remaining reserve is adequate to cover future
losses and cash expenditures in completing this store closing plan.  Of the
total remaining accrual of $29.0 million, $20.8 million has been recorded as a
current liability as of October 28, 1995.


E.  CONTINGENCIES

The Company is a party to legal proceedings and claims arising in the ordinary
course of business.  Although the outcome of such proceedings and claims cannot
be determined with certainty,  management believes that the outcome of such
proceedings and claims will not have a material adverse effect on the Company's
consolidated financial position.





                                       15


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