<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
For the quarterly period ended April 29, 1998
OR
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 No. 1-327
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KMART CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 38-0729500
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3100 West Big Beaver Road - Troy, Michigan 48084
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 643-1000
----------------
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
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As of May 27, 1998, 492,348,167 shares of Common Stock of the Registrant were
outstanding.
1
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INDEX
PART I FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Consolidated Statements of Operations -- 13 weeks 3
ended April 29, 1998 and April 30, 1997
Consolidated Balance Sheets-- 4
April 29, 1998, April 30, 1997 and
January 28, 1998
Consolidated Statements of Cash Flows -- 5
13 weeks ended April 29, 1998 and
April 30, 1997
Notes to Consolidated Financial 6
Statements
Item 2. Management's Discussion and Analysis of Results of 7 - 8
Operations and Financial
Condition
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 9
Signatures 10
2
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS:
KMART CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
13 WEEKS ENDED
---------------------
APRIL 29, APRIL 30,
1998 1997
--------- ---------
<S> <C> <C>
Sales $ 7,515 $ 7,263
Cost of sales, buying and occupancy 5,908 5,637
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Gross margin 1,607 1,626
Selling, general and administrative expenses 1,449 1,491
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Income before interest, income taxes and dividends on
convertible preferred securities of subsidiary 158 135
Interest expense, net 74 98
Income tax provision 24 11
Dividends on convertible preferred securities of subsidiary, net of
income taxes of $7 and $6 13 12
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Net income $ 47 $ 14
======= =======
Basic income per common share $ 0.10 $ 0.03
======= =======
Basic weighted average shares (millions) 489.7 485.3
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
3
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KMART CORPORATION
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN MILLIONS)
(UNAUDITED)
<TABLE>
<CAPTION>
APRIL 29, APRIL 30, JANUARY 28,
1998 1997 1998
---------- ---------- -----------
<S> <C> <C> <C>
Current Assets:
Cash and equivalents $ 733 $ 316 $ 498
Merchandise inventories 6,884 7,263 6,367
Other current assets 643 903 611
------- ------- -------
Total current assets 8,260 8,482 7,476
Property and equipment, net 5,558 5,667 5,472
Property held for sale or financing 120 200 271
Other assets and deferred charges 313 490 339
------- ------- -------
Total Assets $14,251 $14,839 $13,558
======= ======= =======
Current Liabilities:
Long-term debt due within one year $ 77 $ 104 $ 78
Trade accounts payable 2,589 2,897 1,923
Accrued payroll and other liabilities 1,034 1,212 1,064
Taxes other than income taxes 227 232 209
------- ------- -------
Total current liabilities 3,927 4,445 3,274
Long-term debt and notes payable 1,696 1,839 1,725
Capital lease obligations 1,158 1,450 1,179
Other long-term liabilities 968 960 965
Company obligated mandatorily redeemable convertible preferred
securities of a subsidiary Trust holding solely 7 3/4% convertible
junior subordinated debentures of Kmart (redemption value
$1,000 at April 29, 1998) 982 980 981
Common stock, 1,500,000,000 shares authorized; shares issued
492,104,491, 487,849,549; and 488,811,271, respectively 492 488 489
Capital in excess of par value 1,641 1,588 1,605
Retained earnings 3,387 3,089 3,340
------- ------- -------
Total Liabilities and Shareholders' Equity $14,251 $14,839 $13,558
======= ======= =======
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
4
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KMART CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN MILLIONS)
(UNAUDITED)
<TABLE>
<CAPTION>
13 WEEKS ENDED
--------------------
APRIL 29, APRIL 30,
1998 1997
--------- ---------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net income from operations $ 47 $ 14
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 165 170
Increase in inventories (517) (909)
Increase in accounts payable 666 888
Changes in certain assets, liabilities and other items (49) 41
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Net cash provided by operating activities 312 204
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CASH FLOW FROM INVESTING ACTIVITIES:
Proceeds from sale of assets and divestiture 109 113
Capital expenditures (145) (128)
Decrease (increase) in property held for resale (24) 88
Other - net (5) (27)
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Net cash provided (used) by investing activities (65) 46
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CASH FLOW FROM FINANCING ACTIVITIES:
Changes in common stock 39 19
Proceeds from issuance of long-term debt and notes payable - 335
Reduction in capital lease obligations (21) (26)
Reduction in long-term debt and notes payable (30) (668)
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Net cash used for financing activities (12) (340)
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Net increase (decrease) in cash and equivalents 235 (90)
Cash and equivalents at beginning of year 498 406
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Cash and equivalents at end of period $ 733 $ 316
===== =====
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
5
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KMART CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1.) BASIS OF PRESENTATION
These interim unaudited consolidated financial statements have been
prepared in accordance with the rules and regulations of the Securities and
Exchange Commission, and, in the opinion of management, reflect all adjustments
(which include normal recurring adjustments) necessary for a fair statement of
the results for the interim periods. These consolidated financial statements
should be read in conjunction with the financial statements and the notes
thereto included in the Company's 1997 Annual Report and Form 10-K filed for the
fiscal year ended January 28, 1998.
Certain reclassifications of the January 28, 1998 and April 30, 1997
consolidated balance sheet and cash flows have been made to conform to current
year presentation.
2.) DISCONTINUED OPERATIONS AND DIVESTITURES
In February 1998, the Company's minority interest in Kmart Canada Co.
was purchased by Hudson's Bay Co. Under the terms of the purchase, Kmart
received approximately $8 million for its remaining equity interest in Kmart
Canada Co., along with $79 million for repayment of its note and debentures.
3.) INVENTORIES AND COST OF MERCHANDISE SOLD
A substantial portion of the Company's inventory is accounted for using
the last-in, first-out (LIFO) method. Since LIFO costs can only be determined at
the end of each fiscal year when inflation rates and inventory levels are
finalized, estimates are used for LIFO purposes in the interim consolidated
financial statements. Inventories valued on LIFO at April 29, 1998, April 30,
1997 and January 28, 1998 were $457 million, $445 million and $457 million lower
than the amounts that would have been reported under the first-in, first-out
(FIFO) method, respectively.
4.) SUBSEQUENT EVENT
On May 1, 1998, the Company entered into an agreement with Kimco Realty
Corporation to lease approximately 50 stores currently operated by Venture
Stores, Inc. These stores will be converted to the Big Kmart format and
are scheduled to be operational in the fourth quarter of 1998.
6
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ITEM 2
KMART CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
% CHANGE
------------------------------
($ Millions) APRIL 29, APRIL 30, COMPARABLE
1998 1997 ALL STORES STORES
--------- --------- ---------- -----------
SALES
<S> <C> <C> <C> <C>
General Merchandise
United States $ 7,515 $ 7,061 6.4 6.1
International - 202 (100.0) -
--------- ---------
Consolidated Sales $ 7,515 $ 7,263 3.5 6.1
========= =========
OPERATING INCOME
United States $ 158 $ 139
International - (4)
--------- ---------
Consolidated Operating Income $ 158 $ 135
========= =========
</TABLE>
SALES and comparable store sales increased 3.5% and 6.1%, respectively
for the 13 weeks ended April 29, 1998. The increases were primarily due to:
improved merchandise assortments; continued roll out of the Big Kmart format,
with 118 store conversions during the quarter; and execution of the Company's
competitive pricing strategy. Divisions showing particular strength for the
quarter included apparel, consumables, home electronics and appliances,
pharmacy, home fashions and jewelry. The Company operated a total of 2,118
stores as of April 29, 1998 compared to 2,245 stores for the same period of the
prior year and closed 18 stores during the first quarter.
GROSS MARGIN, as a percentage of sales, was 21.4% and 22.4% for the 13
weeks ended April 29, 1998 and April 30, 1997, respectively. The decline in the
percentage reflects the execution of the Company's competitive pricing strategy,
growth in consumable sales and faster in-season clearance of apparel inventory.
SELLING, GENERAL AND ADMINISTRATIVE ("SG&A") EXPENSES, as a percentage
of sales, were 19.3% and 20.5%, for the 13 weeks ended April 29, 1998, and April
30, 1997, respectively. The 1.2 percentage point reduction, or $42 million,
resulted primarily from the sale of international operations and increased
leverage given additional sales volumes.
OPERATING INCOME for the 13 weeks ended April 29, 1998 was $158
million, or 2.1% of sales, as compared to operating income of $135 million, or
1.9% of sales, for the same period of the prior year. This increase was the
result of increased sales volumes, continued leveraging of SG&A expenses and the
sale of the remaining interest in Kmart Canada Co.
NET INTEREST EXPENSE for the 13 weeks ended April 29, 1998 was $74
million as compared to $98 million for the same period of the prior year. Net
interest expense decreased as a result of lower levels of borrowings, primarily
attributable to the payoff of the revolver and the term loan. See "Liquidity and
Financial Condition".
7
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KMART CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION -- CONTINUED
LIQUIDITY AND FINANCIAL CONDITION
Kmart's primary sources of working capital are cash flows from
operations and borrowings under its credit facilities. The Company had working
capital of $4,333, $4,037 and $4,202 million at April 29, 1998, April 30, 1997,
and January 28, 1998, respectively. The Company's working capital fluctuates in
relation to profitability, seasonal inventory levels net of trade accounts
payable and the level of store openings and closings.
In March, 1998, the collateral securing the Company's borrowings under
the Revolving Credit Agreement was released. The Company continued to be in
compliance with all covenants contained in the Agreement during the first
quarter of 1998.
Net cash provided by operating activities for the 13 weeks ended April
29, 1998 was $312 million as compared to $204 million for the same period in
1997. The increase in cash was primarily the result of increased earnings and
the reduction in cash used for net inventory.
Net cash used for investing activities was $65 million for the 13 weeks
ended April 29, 1998 compared to net cash provided by investing activities of
$46 million for the same period in 1997. The decrease in cash provided by
investing activities was primarily the result of lower levels of sale-leaseback
transactions in the current year.
Net cash used for financing activities was $12 million for the 13 weeks
ended April 29, 1998 compared to $340 million for the same period in 1997. Cash
used for financing during 1997 was the result of paying down the Company's
remaining balance on the Term Loan as well as payments on certain mortgages and
medium term notes. These amounts were partially offset by the issuance of $335
million in Commercial Mortgage Pass Through Securities.
Management believes the funds generated by operations, together with
funds available under existing credit arrangements, are sufficient to meet the
Company's currently anticipated funding requirements.
OTHER MATTERS
The Company continues to work to resolve the potential impact of the
Year 2000 on the processing of date-sensitive information by the Company's
computerized information systems. Total costs of modifying the Company's current
systems are estimated at $50 million and are not expected to have a material
adverse impact on the Company's financial position, results of operations or
cash flows in future periods. However, if the Company or its vendors are unable
to resolve such processing issues in a timely manner, a material financial risk
could result.
Effective April 3, 1998, the American Institute of Certified Public
Accountants' Accounting Standards Executive Committee issued Statement of
Position ("SOP") No. 98-5, "Reporting on the Costs of Start-Up Activities",
which requires that pre-opening costs and related organization costs be expensed
as incurred. This statement does not have a material effect on the Company's
financial position or results of operations.
8
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed as a part of this report:
Exhibit 11 - Information on Computation of Per Share Earnings
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K: No reports were filed on Form 8-K by the
Registrant during the 13 weeks ended April 29, 1998.
9
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
The signatory hereby acknowledges and adopts the typed form of his name in the
electronic filing of this document with the Securities and Exchange Commission.
Date: June 11, 1998
Kmart Corporation
-----------------------------
(Registrant)
By: M.E. Welch, III
-----------------------------
M.E. Welch, III
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
(Duly Authorized Officer,
Principal Financial Officer)
By: William C. Najdecki
-----------------------------
William C. Najdecki
VICE PRESIDENT, CONTROLLER
(Duly Authorized Officer,
Principal Accounting Officer)
10
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EXHIBIT 11
KMART CORPORATION
INFORMATION ON COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
($ Millions, except per share data) 13 Weeks Ended
---------------------------------
April 29, April 30,
1998 1997
--------------- -------------
<S> <C> <C>
I. Basic earnings per common share:
(a) Net income $ 47 $ 14
=============== =============
(b) Weighted average common shares outstanding 489.7 485.3
=============== =============
Basic earnings per common share:
Net income (a)/(b) $ 0.10 $ 0.03
=============== =============
II. Earnings per common and common equivalent share
assuming dilution:
Income from operations $ 47 $ 14
Add: Dividends Preferred Stock, Net 13 12
--------------- -------------
(c) Net income $ 60 $ 26
=============== =============
Weighted average common shares outstanding 489.7 485.3
Weighted average trust convertible preferred securities outstanding 66.7 66.7
Stock Option Activity 6.2 5.7
(d) Applicable common shares, as adjusted 562.6 557.7
=============== =============
Diluted earnings per common and common equivalent share:
Net income (c)/(d) $ 0.11 $ 0.05
=============== =============
(1) (1)
</TABLE>
(1) This calculation is submitted in accordance with Regulation S-K item
601(b)(11) although it is contrary to paragraph 13 of SFAS 128 because it
produces an anti-dilutive result.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED BALANCE SHEETS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-27-1999
<PERIOD-START> JAN-29-1998
<PERIOD-END> APR-29-1998
<CASH> 268
<SECURITIES> 465
<RECEIVABLES> 403
<ALLOWANCES> 0
<INVENTORY> 6,884
<CURRENT-ASSETS> 8,261
<PP&E> 8,079
<DEPRECIATION> 3,533
<TOTAL-ASSETS> 14,251
<CURRENT-LIABILITIES> 3,927
<BONDS> 1,696
982
0
<COMMON> 492
<OTHER-SE> 5,028
<TOTAL-LIABILITY-AND-EQUITY> 14,251
<SALES> 7,515
<TOTAL-REVENUES> 7,515
<CGS> 5,908
<TOTAL-COSTS> 5,908
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 74
<INCOME-PRETAX> 84
<INCOME-TAX> 24
<INCOME-CONTINUING> 47
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 47
<EPS-PRIMARY> 0.10
<EPS-DILUTED> 0.10
</TABLE>
