UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
- --- SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 1997 or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
- --- SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
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Commission file number #1-8484 .
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Heilig-Meyers Company .
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(Exact name of registrant as specified in its charter)
Virginia 54-0558861
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2235 Staples Mill Road, Richmond, Virginia 23230 .
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(Address of principal executive offices) (Zip Code)
(804) 359-9171 .
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(Registrant's telephone number, including area code)
.
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(Former name, former address and former fiscal year, if changed since last
report.)
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 issuer's classes of
common stock, as of July 1, 1997.
56,999,511 shares of Common Stock, $2.00 par value.
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PART I
ITEM 1. FINANCIAL STATEMENTS
HEILIG-MEYERS COMPANY
CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts in thousands except per share data)
(Unaudited)
Three Months Ended
May 31,
------------------
1997 1996
-------- --------
Revenues:
Sales $489,040 $300,691
Other income 77,285 57,223
-------- --------
Total revenues 566,325 357,914
-------- --------
Costs and Expenses:
Costs of sales 319,982 193,714
Selling, general and
administrative 185,987 115,458
Interest 15,428 10,591
Provision for doubtful
accounts 22,928 18,943
-------- --------
Total costs and expenses 544,325 338,706
-------- --------
Earnings before provision for
income taxes 22,000 19,208
Provision for income taxes 8,239 6,837
-------- --------
Net earnings $ 13,761 $ 12,371
======== ========
Net earnings per share of common stock:
Primary and fully diluted $0.25 $0.25
======== ========
Cash dividends per share of
common stock $0.07 $0.07
======== ========
See notes to consolidated financial statements.
3
<PAGE>
HEILIG-MEYERS COMPANY
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands except par value data)
May 31, February 28,
1997 1997
---- ----
(Unaudited) (Audited)
ASSETS
Current assets:
Cash $ 21,848 $ 14,959
Accounts receivable, net 623,963 596,959
Inventories 443,259 433,277
Other current assets 80,918 88,862
---------- ----------
Total current assets 1,169,988 1,134,057
Property and equipment, net 394,429 366,749
Other assets 47,375 42,262
Excess costs over net assets acquired, net 294,517 294,090
---------- ----------
$1,906,309 $1,837,158
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 207,700 $ 156,000
Long-term debt due within
one year 91,895 100,413
Accounts payable 163,448 160,857
Accrued expenses 175,846 166,650
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Total current liabilities 638,889 583,920
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Long-term debt 560,912 561,489
Deferred income taxes 54,121 49,128
Stockholders' equity:
Preferred stock, $10 par value --- ---
Common stock, $2 par value (250,000
shares authorized; shares issued
54,414 and 48,596, respectively) 108,830 108,828
Capital in excess of par value 195,374 195,352
Unrealized gain on investments 10,797 10,797
Retained earnings 337,386 327,644
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Total stockholders' equity 652,387 642,621
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$1,906,309 $1,837,158
========== ==========
See notes to consolidated financial statements.
4
<PAGE>
HEILIG-MEYERS COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
Three Months Ended
May 31,
-------------------
1997 1996
---- ----
Cash flows from operating activities:
Net earnings $ 13,761 $ 12,371
Adjustments to reconcile net
earnings to net cash used by
operating activities:
Depreciation and amortization 12,572 7,999
Provision for doubtful accounts 22,928 18,943
Other, net 116 (176)
Change in operating assets and
liabilities net of the effects
of acquisitions:
Accounts receivable (51,300) (42,555)
Other receivables 7,009 (2,139)
Inventories (8,372) (24,885)
Prepaid expenses 917 (3,797)
Accounts payable 2,591 26,550
Accrued expenses 13,587 3,462
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Net cash provided (used)
by operating activities 13,809 (4,227)
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Cash flows from investing activities:
Acquisitions, net of cash acquired (2,961) (2,088)
Additions to property and equipment (38,864) (15,251)
Disposals of property and equipment 2,174 353
Miscellaneous investments (5,879) (4,670)
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Net cash used by investing
activities (45,530) (21,656)
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Cash flows from financing activities:
Net increase in notes payable 51,700 31,300
Payments of long-term debt (9,095) (7,638)
Issuance of common stock 24 246
Dividends paid (4,019) (3,402)
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Net cash provided
by financing activities 38,610 20,506
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Net increase (decrease) in cash 6,889 (5,377)
Cash at beginning of period 14,959 16,017
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Cash at end of period $ 21,848 $ 10,640
========= ========
See notes to consolidated financial statements.
5
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. The accompanying consolidated financial statements of Heilig-Meyers
Company (the Company) have not been audited by independent accountants,
except for the balance sheet at February 28, 1997. These financial
statements have been prepared in accordance with regulations of the
Securities and Exchange Commission in regard to quarterly (interim)
reporting. In the opinion of management, the financial information
presented reflects all adjustments, comprised only of normal recurring
accruals, which are necessary for a fair presentation of the results for
the interim periods. Significant accounting policies and accounting
principles have been consistently applied in both the interim and annual
consolidated financial statements. Certain notes and the related
information have been condensed or omitted from the interim financial
statements presented in this Quarterly Report on Form 10-Q. Therefore,
these financial statements should be read in conjunction with the Company's
1997 Annual Report on Form 10-K. The results for the first quarter of
fiscal year 1998 are not necessarily indicative of future financial
results.
B. On April 2, 1997, the Board of Directors declared a cash dividend of $0.07
per share which was paid on May 17, 1997, to stockholders of record on
April 23, 1997.
C. Accounts receivable are shown net of the allowance for doubtful accounts
and unearned finance income. The allowance for doubtful accounts was
$47,149,000 and $41,120,000 and unearned finance income was $46,596,000 and
$44,356,000 at May 31, 1997, and February 28, 1997, respectively.
D. The Company made income tax payments of $4,584,872 and $- during the three
months ended May 31, 1997, and May 31, 1996, respectively.
E. The Company made interest payments of $9,342,000 and $10,577,000 during the
three months ended May 31, 1997, and May 31, 1996, respectively.
F. MacSaver Financial Services, is the Company's wholly owned subsidiary whose
principal business activity is to obtain financing for the operations of
Heilig-Meyers and its other subsidiaries, and, in connection therewith,
MacSaver generally acquires and holds the aggregate principal amount of
installment credit accounts generated by the Company's operating
subsidiaries. The payment of principal and interest associated with this
debt is guaranteed by the Parent Company. The Company has not presented
separate financial statements and other disclosures concerning MacSaver
because management has determined that such information is not material to
the holders of the MacSaver debt securities guaranteed by the Company.
However, as required by the 1934 Act, the summarized financial information
concerning MacSaver Financial Services is as follows:
6
<PAGE>
MacSaver Financial Services
Summarized Statement of Earnings
(Amounts in thousands)
(Unaudited)
Three Months Ended
May 31,
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1997 1996
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Net revenues $ 59,243 $ 36,616
Operating expenses 54,050 24,410
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Earnings before taxes 5,193 12,206
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Net earnings 3,375 7,934
======== ========
MacSaver Financial Services
Summarized Balance Sheet
(Amounts in thousands)
May 31, February 28,
1997 1997
----------- ----------
(Unaudited) (Audited)
Current assets $ 35,210 $ 36,401
Accounts receivable, net 499,409 454,774
Due to affiliates 510,681 504,763
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Total Assets $1,045,300 $ 995,938
========== ==========
Current liabilities 123,206 128,921
Long-term debt 545,000 545,000
Notes payable 207,700 156,000
Stockholder's equity 169,394 166,017
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Total Liabilities and Equity $1,045,300 $ 995,938
========== ==========
G. In February 1997, the Financial Accounting Standards Board issued
Statement on Financial Accounting Standards (SFAS) No. 128 on "Earnings
per Share". The Statement changes the computation, presentation and
disclosure requirements for earnings per share in financial statements
for periods ending after December 15, 1997. Basic earnings per share
will not include stock options as common stock equivalents and will,
therefore, be higher than previously reported primary earnings per
share. Diluted earnings per share will equal previously reported
primary earnings per share under the Company's current capital
structure. Pro forma disclosure of basic EPS and diluted EPS for the
current reporting period and comparable period in the prior year is as
follows (in thousands except per share data):
(Unaudited)
Three Months Ended
May 31,
1997 1996
----------------
Average shares outstanding
(basic earnings per share) 54,414 48,584
Stock option equivalents 833 1,096
Average shares and equivalents 55,247 49,680
(diluted earnings per share)
Basic EPS $0.25 $0.25
Diluted EPS $0.25 $0.25
7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Heilig-Meyers Company
(Registrant)
Date: July 15, 1997 /s/William J. Dieter
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William J. Dieter
Senior Vice President,
Accounting and Principal
Accounting Officer
