HECHINGER CO
10-Q, 1996-06-18
LUMBER & OTHER BUILDING MATERIALS DEALERS
Previous: HARVARD INDUSTRIES INC, 8-A12G/A, 1996-06-18
Next: AMERICAN BANKNOTE CORP /DE/, 8-K, 1996-06-18



<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 May 4, 1996 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.)


       1801 MCCORMICK DRIVE, LARGO, MARYLAND                                     20774
      (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 June 11, 1996.

                  31,530,001 shares of Class A Common Stock, $.10 par value
                  10,715,215 shares of Class B Common Stock, $.10 par value



                                   1 of 14
<PAGE>   2
                               HECHINGER COMPANY

                               INDEX TO FORM 10-Q
                        THIRTEEN WEEKS ENDED MAY 4, 1996





<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 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                                  MAY 4, 1996     APR 29, 1995           CHANGE           CHANGE
- ------                                  -----------     ------------           ------     ------------
<S>                                        <C>              <C>                  <C>              <C>
                                               
Thirteen weeks                               $561.3           $553.2               1%             (3)%
</TABLE>                                       

The sales increase for the thirteen weeks ended May 4, 1996 was due primarily
to eight stores opened since first quarter last year which have generated
higher sales volume than the nine stores closed during the same period.  The
comparable store sales decrease was due primarily to unseasonable weather in
the Company's markets and increased competition.

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

<TABLE>
    <S>                                                          <C>
    As of April 29, 1995                                         119
    Second quarter 1995 openings                                   2
    Second quarter 1995 closings                                  (7)

    As of July 29, 1995                                          114
    Third quarter 1995 openings                                    5
    Third quarter 1995 closings                                   (1)

    As of October 28, 1995                                       118
    Fourth quarter 1995 openings                                   -
    Fourth quarter 1995 closings                                   -

    As of February 3, 1996                                       118
    First quarter 1996 openings                                    1
    First quarter 1996 closings                                   (1)
                                                                ---- 

    As of May 4, 1996                                            118
                                                                ====
</TABLE>

For the thirteen weeks ended May 4, 1996, cost of sales was 79.4% of sales
compared to 78.4% of sales 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 increase in cost of sales
during the thirteen weeks ended May 4, 1996 compared to the same period last
year is attributable to the impact of competitive pricing in certain markets,
among other factors.

For the thirteen weeks ended May 4, 1996 and April 29, 1995, selling, general
and administrative expenses were 20.1% of sales.  These figures include
preopening expenses of $0.9 million for the thirteen weeks ended May 4, 1996
and $2.7 million the corresponding period last year.  Excluding these expenses,
selling, general and administrative expenses  for the thirteen weeks ended May
4, 1996 were 19.9% of sales, as compared to 19.6% of sales for the
corresponding period last year.  This increase was due primarily to increased
net advertising costs as a result of increased advertising for the spring
selling season compared to the corresponding period last year.





                                       3
<PAGE>   4
For the thirteen weeks ended May 4, 1996, interest expense was $9.8 million,
1.7% of sales, compared to $7.3 million, 1.3% of sales, for the corresponding
period last year. The increase was due primarily to interest on borrowings
under the new revolving credit facility and lower interest capitalized on
construction-in-progress as a result of fewer stores under construction.

For the thirteen weeks ended May 4, 1996, the effective tax rate was 0%
compared to 37.0% for the corresponding period last year.  The decrease in the
effective tax rate resulted from the offset of the tax benefit associated with
the current period's loss by a valuation allowance.

For the thirteen weeks ended May 4, 1996, the net loss was $6.0 million, $.14
per share, compared to net earnings of $1.2 million, $.03 per share, for the
corresponding period last year.

The following table reflects the activities recorded during the thirteen weeks
ended May 4, 1996 for the $25 million reserve recorded in 1995 related to the
Company's decision to combine its Hechinger Stores and Home Quarters
operations:
<TABLE>
<CAPTION>
                                               Balance                                          Balance
                                             Remaining               Utilized in 1996         Remaining
($ in millions)                           Feb. 3, 1996            Cash          Non-cash    May 4, 1996
                                          ------------            ----          --------    -----------
<S>                                              <C>              <C>               <C>           <C>
Employee termination costs                       $11.0            $3.2                 -          $ 7.8
Pension termination and other                      7.1             1.9                 -            5.2
Disposal of furniture, fixtures and
       equipment and other assets                  2.0               -              $0.9            1.1
                                                 -----            ----              ----          -----
                                                 $20.1            $5.1              $0.9          $14.1
                                                 =====            ====              ====          =====
</TABLE>

The remaining balance of $14.1 million has been recorded as a current liability
as of May 4, 1996.  Management anticipates that the merger will be
substantially completed by the end of fiscal 1996.  The Company believes that
the balance remaining in the reserve is adequate to cover future expenses
related to the cost of combining  its Hechinger Stores and Home Quarters
operations.

For the thirteen weeks ended May 4, 1996, expenditures for carrying costs of
closed stores associated with the store closing reserve recorded in 1994
totaled $2.7 million.  Of the $19.4 million remaining, $11.2 million has been
recorded as a current liability.  The Company believes that the balance
remaining in the store closing reserve is adequate to cover future expenses
related to the carrying costs of the closed stores.

In February 1996, the Company's operating subsidiaries entered into a new
senior secured revolving credit facility, which permits borrowings of up to
$200 million, with preauthorization from the lender to utilize the last $25
million.  This facility replaces the existing revolving credit facility and all
letter of credit facilities.  This new facility is secured by merchandise
inventories and expires in February 1999.  Interest on borrowings under this
facility will be at prime plus 1% or LIBOR plus 2.75% at the option of
management.  As of May 4, 1996, the Company had outstanding $22.3 million under
this facility.

In February 1996, the Company announced its plans to suspend future dividends.

Cash and cash equivalents were $83.9 million as of May 4, 1996 compared to
$35.8 million as of February 3, 1996. The increases in merchandise inventories
and accounts payable and accrued expenses from year-end are due primarily to
normal spring selling seasonal increases and are consistent with the prior
year.  Expenditures for property, furniture and equipment and other assets were
$18.9 million for the thirteen weeks ended May 4, 1996 and $32.0 million for
the corresponding period last year.  These expenditures are related primarily
to the Company's store relocation and remodeling programs.

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, results of operations or liquidity.





                                       4
<PAGE>   5
                                    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.





                                       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:  June 18, 1996                            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



                               INDEX TO EXHIBITS
                 FORM 10-Q FOR THIRTEEN WEEKS ENDED MAY 4, 1996





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





                                       7

<PAGE>   1
EXHIBIT 11

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

<TABLE>
<CAPTION>
                                                                                                         13 WEEKS ENDED
                                                                                              MAY 4, 1996              APR. 29, 1995
                                                                                              -----------              -------------
<S>                                                                                           <C>                       <C>
Net (loss) earnings                                                                           $(5,990,000)              $ 1,167,000

Interest on 5-1/2% convertible debentures, net of tax benefit (1)                                    -                         -
                                                                                              -----------               -----------
Net (loss) earnings for primary and fully diluted earnings per share                          $(5,990,000)              $ 1,167,000
                                                                                              ===========               ===========


Weighted average shares outstanding                                                           $42,176,188                42,100,876

Dilutive effect of stock options and restricted stock and performance
share awards after application of the treasury stock method (1)                                      -                      208,907

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                                                                                      42,176,188                42,309,783
                                                                                                         

Additional dilution from stock options and restricted stock and
performance share awards after application of the treasury stock method
(1)                                                                                                  -                         -

Common and common equivalent shares outstanding for fully diluted                             -----------               -----------
earnings per share                                                                             42,176,188                42,309,783
                                                                                              ===========               ===========
                                                                                              
Primary (loss) earnings per common share                                                           ($0.14)                    $0.03
                                                                                              ===========               ===========

Fully diluted (loss) earnings per common share                                                     ($0.14)                    $0.03
                                                                                              ===========               ===========

</TABLE>
(1)  The 5-1/2% Convertible Subordinated Debentures, stock options, restricted
     stock and performance share awards were antidilutive for the 13 weeks ended
     May 4, 1996 and April 29, 1995.


                                      8

<PAGE>   1
EXHIBIT 99(a)



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

<TABLE>
<CAPTION>
                                                                                     13 WEEKS ENDED
                                                                             MAY 4, 1996       APR. 29, 1995
                                                                             -----------       -------------
<S>                                                                          <C>                 <C>
REVENUES
Net sales                                                                    $561,317            $553,174
Other (principally interest)                                                      516               1,000
                                                                             --------            --------
Total Revenues                                                                561,833             554,174

COSTS AND EXPENSES
Cost of sales                                                                 445,472             433,626
Selling, general and administrative expenses                                  112,596             111,359
Interest expense                                                                9,755               7,336
                                                                             --------            --------
Total Costs and Expenses                                                      567,823             552,321
                                                                             --------            --------
(LOSS) EARNINGS BEFORE INCOME TAXES                                            (5,990)              1,853

INCOME TAX EXPENSE                                                               -                    686
                                                                             --------            --------
NET (LOSS) EARNINGS                                                           ($5,990)             $1,167
                                                                             ========            ========


PRIMARY AND FULLY DILUTED (LOSS) 
EARNINGS PER COMMON SHARE                                                      ($0.14)              $0.03
                                                                             ========             =======



AVERAGE NUMBER OF COMMON AND COMMON 
EQUIVALENT SHARES OUTSTANDING:
Primary                                                                        42,176              42,310
Fully diluted                                                                  42,176              42,310
                                                                               
DIVIDENDS PER SHARE:
Class A common stock                                                         $   -               $   0.04
Class B common stock                                                         $   -               $   0.02
</TABLE>


See notes to consolidated financial statements.

                                      9

<PAGE>   1
EXHIBIT 99(b)


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



<TABLE>
<CAPTION>
                                                                                    (unaudited)
                                                                                    MAY 4, 1996        FEB. 3, 1996
                                                                                   ------------        ------------
<S>                                                                                <C>                  <C>
ASSETS

CURRENT ASSETS
Cash and cash equivalents                                                          $     83,899         $    35,785
Merchandise inventories                                                                 474,309             414,974
Other current assets                                                                     84,256              79,533
                                                                                   ------------         -----------
Total Current Assets                                                                    642,464             530,292


PROPERTY, FURNITURE AND EQUIPMENT, NET                                                  491,310             497,577
                                                                                        

COST IN EXCESS OF NET ASSETS ACQUIRED, NET                                               53,324              53,743
                                                                                         



LEASEHOLD ACQUISITION COSTS, NET                                                         48,596              49,128



OTHER ASSETS                                                                             31,222              19,681
                                                                                   ------------         -----------
TOTAL ASSETS                                                                       $  1,266,916         $ 1,150,421
                                                                                   ============         ===========

<CAPTION>
                                                                                    (unaudited)
                                                                                    MAY 4, 1996        FEB. 3, 1996
                                                                                    -----------        ------------
<S>                                                                               <C>                   <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Revolving credit facility                                                         $      22,306         $      -
Accounts payable and accrued expenses                                                   414,080             313,067
Current portion of long-term debt and capital lease
obligations                                                                               3,723               3,806
                                                                                  -------------         -----------
Total Current Liabilities                                                               440,109             316,873
                                                                                        
LONG-TERM DEBT                                                                          383,687             383,709
CAPITAL LEASE OBLIGATIONS                                                                15,268              15,821
DEFERRED RENT                                                                            26,590              26,779
OTHER LONG-TERM LIABILITIES                                                               8,200               8,200
                                                                                          
STOCKHOLDERS' EQUITY

Class A common stock, $.10 par value; authorized 50,000,000
shares; issued 31,123,618 and 30,892,581                                                  3,112               3,089

Class B common stock, $.10 par value, authorized 30,000,000                               1,120               1,143
shares; issued 11,200,892 and 11,431,929

Additional paid-in capital                                                              238,248             238,248
                                                                                        
Retained earnings                                                                       152,000             157,990
                                                                                        
Unearned compensation                                                                      (632)               (759)
                                                                                           
Less treasury stock at cost, 64,797 and 39,325 Class A common
shares and 14,497 and 14,497 Class B common shares                                         (786)               (672)
                                                                                  -------------         -----------
TOTAL STOCKHOLDERS' EQUITY                                                              393,062             399,039
                                                                                  -------------         -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                        $   1,266,916         $ 1,150,421
                                                                                  =============         ===========
</TABLE>


See notes to consolidated financial statements.


                                      10

<PAGE>   1
EXHIBIT 99(c)


                               HECHINGER COMPANY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                 13 WEEKS ENDED
                                                                      MAY 4, 1996             APR.29,1995
                                                                      -----------             -----------
<S>                                                                   <C>                     <C>
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES

Net earnings                                                          $ (5,990)               $    1,167
Adjustments to reconcile earnings
    to net cash provided by operating activities:                                              
    Unusual charges                                                     (8,768)                  (12,972) 
    Depreciation and amortization                                       14,473                    14,431
    Deferred income taxes                                                 -                          348
    Deferred rent expense                                                 (189)                      772

CHANGES IN OPERATING ASSETS AND LIABILITIES

Merchandise inventories                                                (59,335)                  (48,102)
Other current assets                                                    (4,723)                    3,046
Accounts payable and accrued expenses                                  109,781                   105,458
Income taxes payable                                                      -                         (795)
                                                                      --------                ----------

NET CASH FLOWS FROM OPERATING ACTIVITIES                                45,249                    63,353
                                                                      --------                ----------
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES

Property, furniture, equipment and other assets:
    Additions                                                          (18,932)                  (32,036)
    Disposals                                                              136                     2,368
Marketable securities:
    Purchases                                                             -                      (46,218)
    Proceeds from sales                                                   -                       29,149
                                                                      --------                ----------      

NET CASH FLOWS USED IN INVESTING ACTIVITIES                            (18,796)                  (46,737)
                                                                      --------                ----------
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
Proceeds from revolving credit facility                                109,378                      -
Payments to revolving credit facility                                  (87,072)
Dividends paid to stockholders                                            -                       (1,416)
Other                                                                     (645)                      (82)
                                                                      --------                ----------
NET CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES                      21,661                    (1,498)     
                                                                      --------                ----------
INCREASE IN CASH AND CASH EQUIVALENTS                                   48,114                    15,118
                                                                     
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                          35,785                    26,252
                                                                      --------                ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                            $ 83,899                $   41,370
                                                                      ========                ==========
SUPPLEMENTAL INFORMATION
    Cash payments for income taxes                                    $    364                $    1,250
    Cash payments for interest, net of amount capitalized             $  9,577                $    9,140
    
</TABLE>

See notes to consolidated financial statements.


                                      11

<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   UNEARNED    
                                                                     STOCK        STOCK         CAPITAL     EARNINGS  COMPENSATION 
                                                                    -------      -------      ---------    ---------  ------------ 
<S>                                                                  <C>          <C>           <C>         <C>        <C>         
BALANCE, JAN. 28, 1995                                               $3,080       $1,152        $238,182    $240,919   $(1,553)    
                                                                                                                                   
Restricted stock awards earned                                            -            -               -           -       794     
Exercise of stock options including income tax benefit                    -            -              66           -         -     
Conversions from Class B to Class A common stock                          9           (9)              -           -         -     
  (86,800 Class A common shares)                                                                                                   
Purchase of treasury stock (27,391 Class A common shares)                 -            -               -           -         -     
Adjustment to fair value of marketable securities                         -            -               -         371         -     
Cash dividends on common stock:                                                                                                    
  Class A - $.16 per share                                                -            -               -      (4,931)        -     
  Class B - $.06 per share                                                -            -               -        (733)        -     
Net loss                                                                  -            -               -     (77,636)        -     
                                                                     ------       ------        --------    --------   -------     
BALANCE, FEB. 3, 1996                                                 3,089        1,143         238,248     157,990      (759)    
                                                                                                                                   
Restricted stock awards earned                                            -            -               -           -       127     
Conversions from Class B to Class A common stock                         23          (23)              -           -         -     
  (231,037 Class A common shares)                                                                                                 
Purchase of treasury stock (25,472 Class A common shares)                 -            -               -           -         -     
Net loss                                                                  -            -               -      (5,990)        -     
                                                                     ------       ------        --------    --------   -------     
BALANCE, MAY 4, 1996 (unaudited)                                     $3,112       $1,120        $238,248    $152,000   $  (632)    
                                                                     ======       ======        ========    ========   =======



<CAPTION>

                                                                  
                                                                      TREASURY  
                                                                        STOCK       TOTAL
                                                                      ---------   --------
<S>                                                                    <C>        <C>
BALANCE, JAN. 28, 1995                                                 $(507)     $481,273
                                                                  
Restricted stock awards earned                                             -           794
Exercise of stock options including income tax benefit                    66           132
Conversions from Class B to Class A common stock                           -             -
  (86,800 Class A common shares)                                               
Purchase of treasury stock (27,391 Class A common shares)               (231)         (231)
Adjustment to fair value of marketable securities                          -           371
Cash dividends on common stock:                                                 
  Class A - $.16 per share                                                 -        (4,931)
  Class B - $.06 per share                                                 -          (733)
Net loss                                                                   -       (77,636)
                                                                      ------      --------
BALANCE, FEB. 3, 1996                                                   (672)      399,039
                                                                  
Restricted stock awards earned                                             -           127
Conversions from Class B to Class A common stock                           -             -
  (231,037 Class A common shares)                                              
Purchase of treasury stock (25,472 Class A common shares)               (114)         (114)
Net loss                                                                   -        (5,990)
                                                                      ------      --------
BALANCE, MAY 4, 1996 (unaudited)                                       $(786)     $393,062
                                                                      ======      ========
</TABLE>





See notes to consolidated financial statements.


                                      12

<PAGE>   1
EXHIBIT 99(e)

                               HECHINGER COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THIRTEEN WEEKS ENDED MAY 4, 1996
                                  (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 thirteen weeks ended May 4, 1996 are not necessarily
indicative of the results to be expected for the fiscal year ending February 1,
1997.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes.  Actual results could differ from those estimates.  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 February 3, 1996.


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 May 4, 1996 and February 3, 1996 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 $22.6 million and $21.5 million higher than reported at May 4, 1996 and
February 3, 1996, respectively.


C.  TAXES ON INCOME

For the thirteen weeks ended May 4, 1996, the effective tax rate was 0%
compared to 37.0% for the corresponding period last year.  The potential tax
benefit associated with the current period's loss has been offset by a
valuation allowance.


D.  UNUSUAL CHARGES

For the thirteen weeks ended May 4, 1996, the Company utilized approximately
$6.0 million of the reserve recorded in 1995 related to the Company's decision
to combine its Hechinger Stores and Home Quarters operations.  The remaining
balance of $14.1 million has been recorded as a current liability as of May 4,
1996.  Management anticipates that the merger will be substantially completed
by the end of fiscal 1996.  The Company believes that the balance remaining in
the reserve is adequate to cover future expenses related to the cost of
combining its Hechinger Stores and Home Quarters operations.

For the thirteen weeks ended May 4, 1996, expenditures for carrying costs of
closed stores associated with the store closing reserve recorded in 1994
totaled $2.7 million.  Of the $19.4 million remaining, $11.2 million has been
recorded as a current liability.  The Company believes that the balance
remaining in the store closing reserve is adequate to cover future expenses
related to the carrying costs of the closed stores.





                                       13
<PAGE>   2
E.  REVOLVING CREDIT FACILITY

In February 1996, the Company's operating subsidiaries entered into a new
senior secured revolving credit facility, which permits borrowings of up to
$200 million, with preauthorization from the lender to utilize the last $25
million. This facility replaces the existing revolving credit facility and all
letter of credit facilities.  This new facility is secured by merchandise
inventories and expires in February 1999.  Interest on borrowings under this
facility will be at prime plus 1% or LIBOR plus 2.75% at the option of
management.  As of May 4, 1996, the Company had outstanding $22.3 million under
this facility.


F.  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, results of operations or liquidity.





                                       14

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          FEB-01-1997
<PERIOD-START>                             FEB-04-1996
<PERIOD-END>                               MAY-04-1996
<CASH>                                          83,899
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                    474,309
<CURRENT-ASSETS>                                84,256
<PP&E>                                         491,310<F1>
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               1,266,916
<CURRENT-LIABILITIES>                          440,109
<BONDS>                                        383,687
                                0
                                          0
<COMMON>                                         4,232
<OTHER-SE>                                     388,830
<TOTAL-LIABILITY-AND-EQUITY>                 1,266,916
<SALES>                                        561,317
<TOTAL-REVENUES>                               561,833
<CGS>                                          445,472
<TOTAL-COSTS>                                  558,068
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               9,755
<INCOME-PRETAX>                                (5,990)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            (5,990)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (5,990)
<EPS-PRIMARY>                                  ($0.14)
<EPS-DILUTED>                                  ($0.14)
<FN>
<F1>Property, furniture and equipment, net of accumulated depreciation
</FN>
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission