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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 26, 2000
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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
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(Exact name of registrant as specified in its charter)
Michigan 38-0729500
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3100 West Big Beaver Road - Troy, Michigan 48084
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 643-1000
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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 April 26, 2000, 480,775,356 shares of Common Stock of the Registrant were
outstanding.
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INDEX
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<CAPTION>
PART I FINANCIAL INFORMATION PAGE
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Item 1. Financial Statements
Consolidated Statements of Income-- 3
13 weeks ended April 26, 2000 and
April 28,1999
Consolidated Balance Sheets-- 4
April 26, 2000, April 28, 1999 and
January 26, 2000
Consolidated Statements of Cash Flows -- 5
13 weeks ended April 26, 2000 and
April 28, 1999
Notes to Consolidated Financial 6 - 7
Statements
Item 2. Management's Discussion and Analysis of Results of 8 - 9
Operations and Financial
Condition
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 11
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
KMART CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
13 WEEKS ENDED
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APRIL 26, APRIL 28,
2000 1999
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<S> <C> <C>
Sales $ 8,195 $ 8,078
Cost of sales, buying and occupancy 6,494 6,370
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Gross margin 1,701 1,708
Selling, general and administrative expenses 1,581 1,539
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Income before interest, income taxes and dividends on
convertible preferred securities of subsidiary trust 120 169
Interest expense, net 69 66
Income tax provision 18 34
Dividends on convertible preferred securities of subsidiary
trust, net of income taxes of $6 and $7, respectively 11 13
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Net income $ 22 $ 56
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Basic / diluted earnings per common share $ 0.06 $ 0.11
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Basic weighted average shares (millions) 481.3 494.1
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See accompanying Notes to Consolidated Financial Statements.
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KMART CORPORATION
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN MILLIONS)
(UNAUDITED)
<TABLE>
<CAPTION>
APRIL 26, APRIL 28, JANUARY 26,
2000 1999 2000
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<S> <C> <C> <C>
Current Assets:
Cash and cash equivalents $ 350 $ 619 $ 344
Merchandise inventories 7,290 7,445 7,101
Other current assets 735 657 715
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Total current assets 8,375 8,721 8,160
Property and equipment, net 6,356 5,965 6,410
Other assets and deferred charges 417 441 534
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Total Assets $ 15,148 $ 15,127 $ 15,104
================= ================= =================
Current Liabilities:
Long-term debt due within one year $ 67 $ 77 $ 66
Trade accounts payable 2,575 3,040 2,204
Accrued payroll and other liabilities 1,314 1,243 1,574
Taxes other than income taxes 234 245 232
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Total current liabilities 4,190 4,605 4,076
Long-term debt and notes payable 1,844 1,529 1,759
Capital lease obligations 995 1,073 1,014
Other long-term liabilities 907 866 965
Company obligated mandatorily redeemable convertible preferred
securities of a subsidiary trust holding solely 7 3/4% convertible
junior subordinated debentures of Kmart (redemption value
$904, $1,000 and $1,000, respectively) 891 985 986
Common stock, $1 par value, 1,500,000,000 shares authorized;
480,775,356, 495,076,689, and 481,383,569, shares issued 481 495 481
Capital in excess of par value 1,554 1,688 1,555
Retained earnings 4,286 3,886 4,268
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Total Liabilities and Shareholders' Equity $ 15,148 $ 15,127 $ 15,104
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</TABLE>
See accompanying Notes to Consolidated Financial Statements.
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KMART CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN MILLIONS)
(UNAUDITED)
<TABLE>
<CAPTION>
13 WEEKS ENDED
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APRIL 26, APRIL 28,
2000 1999
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<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net income from continuing operations $ 22 $ 56
Adjustments to reconcile net income from continuing operations
to net cash provided by operating activities:
Depreciation and amortization 196 186
Cash used for store restructuring and other charges (17) (24)
Increase in inventories (189) (909)
Decrease (increase) in accounts receivable 22 (49)
Increase in trade accounts payable 371 1,024
Deferred income taxes and taxes payable (59) (8)
(Decrease) increase in other long-term liabilities (32) 13
Equity loss in BlueLight.com 17 -
Changes in other assets and liabilities (126) (48)
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Net cash provided by continuing operations 205 241
Net cash used for discontinued operations (26) (14)
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Net cash provided by operating activities 179 227
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CASH FLOW FROM INVESTING ACTIVITIES
Capital expenditures (141) (233)
Acquisition of Caldor leases - (76)
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Net cash used for investing activities (141) (309)
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CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from revolving credit facility 91 -
Purchase of convertible preferred securities (80) -
Purchase of common shares (36) -
Issuance of common shares 17 18
Payments on long-term debt (5) (9)
Payments on capital lease obligations (19) (18)
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Net cash used for financing activities (32) (9)
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Net increase (decrease) in cash and cash equivalents 6 (91)
Cash and cash equivalents, beginning of year 344 710
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Cash and cash equivalents, end of period $ 350 $ 619
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See accompanying Notes to Consolidated Financial Statements.
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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 ("SEC"), 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 1999 Annual Report on Form 10-K filed
for the fiscal year ended January 26, 2000.
The quarterly results for the fiscal year ended January 26, 2000 have
been restated to reflect the change in the Company's method of accounting for
layaway sales adopted in consideration of SEC Staff Accounting Bulletin No. 101.
Certain reclassifications of the January 26, 2000 and April 28, 1999
financial statements have been made to conform to the current year presentation.
2. 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 26, 2000,
April 28, 1999 and January 26, 2000 were $360 million, $407 million and $360
million lower, respectively, than the amounts that would have been reported
under the first-in, first-out (FIFO) method.
3. SHARE REPURCHASE PROGRAMS
In February 2000, the Company extended its existing stock repurchase
program to include up to $200 million of trust convertible preferred securities.
During the first quarter, the Company repurchased approximately 1.9 million
shares of convertible preferred securities at a cost of approximately $80
million. For purposes of computing earnings per share, the discount on the
repurchase, net, was added to net income to arrive at income available to common
shareholders. In addition, the Company repurchased 3 million shares of its
common stock at a cost of approximately $36 million pursuant to the exercise of
previously outstanding put options. As of April 26, 2000, the Company had
remaining outstanding put options on 2 million shares of its common stock with
an average strike price of $9.73 per share.
4. OTHER COMMITMENTS AND CONTINGENCIES
Lease Guarantees
As of April 26, 2000, Kmart had outstanding guarantees for real
property leases of certain former subsidiaries as follows:
<TABLE>
<CAPTION>
Present Value of Gross
Future Lease Future
Obligations @ 7% Lease Obligations
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($ Millions)
<S> <C> <C>
The Sports Authority $ 214 $ 362
Borders Group 102 173
OfficeMax 94 137
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Total $ 410 $ 672
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The possibility of the Company having to honor its contingent
obligations is dependent upon the future operating results of the former
subsidiaries. Should a reserve be required, it would be recorded at the time the
obligation was determined to be both probable and estimable.
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KMART CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
(UNAUDITED)
THE SPORTS AUTHORITY
For its year ended January 29, 2000, The Sports Authority (TSA)
incurred a same store sales decrease of 3.4%, and an operating loss of $133.1
million, as compared to an operating loss of $88.9 million for the prior year.
Kmart's rights and obligations with respect to its guarantee of TSA
leases are governed by a Lease Guaranty, Indemnification and Reimbursement
Agreement dated as of November 23, 1994.
Other
There are various claims, lawsuits and pending actions against Kmart
incident to its operations. It is the opinion of the Company's management that
the ultimate resolution of these matters will not have a material adverse effect
on Kmart's liquidity, financial position or results of operations.
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ITEM 2.
KMART CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
13 WEEKS % CHANGE
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APRIL 26, APRIL 28, COMPARABLE
2000 1999 ALL STORES STORES
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($ Millions)
<S> <C> <C> <C> <C>
SALES $ 8,195 $ 8,078 1.5 0.0
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OPERATING INCOME $ 120 $ 169
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SALES increased 1.5% for the 13 weeks ended April 26, 2000. Divisions
showing particular strength for the quarter included home appliances &
electronics, pharmacy, consumables & edibles, outdoor living and fashion
accessories. The Company opened 4 stores and closed 4 stores during the first
quarter.
GROSS MARGIN, as a percentage of sales, was 20.8% and 21.1% for the 13
weeks ended April 26, 2000 and April 28, 1999, respectively. The decrease in
gross margin percentage is attributable to fees incurred in connection with the
distribution of grocery-related goods, partially offset by a favorable product
mix of promotional sales.
SELLING, GENERAL AND ADMINISTRATIVE ("SG&A") EXPENSES, as a percentage
of sales, were 19.3% and 19.0% for the 13 weeks ended April 26, 2000 and April
28, 1999, respectively. The increase is due primarily to higher depreciation
levels resulting from store remodelings, wage increases and the Company's share
of the operating losses of BlueLight.com.
OPERATING INCOME for the 13 weeks ended April 26, 2000 was $120
million, or 1.5% of sales, as compared to operating income of $169 million, 2.1%
of sales, for the same period of the prior year.
NET INTEREST EXPENSE for the 13 weeks ended April 26, 2000 and April
28, 1999 was $69 million and $66 million, respectively. Net interest expense
increased as a result of higher levels of outstanding debt resulting from the
issuance of certain notes during December 1999. See "Liquidity and Financial
Condition".
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 $4,185, $4,116 and $4,084 million at April 26, 2000, April 28, 1999
and January 26, 2000, respectively. Working capital fluctuates in relation to
profitability, seasonal inventory levels net of trade accounts payable and the
level of store openings and closings. Borrowings of $91 million were outstanding
under the Company's $1.7 billion Revolving Credit Agreement ("Revolver") at the
end of the first quarter of fiscal 2000.
Net cash provided by operating activities for the 13 weeks ended April
26, 2000 was $179 million as compared to $227 million for the same period in
1999. The decrease in cash provided by operating activities as compared to the
same period of the prior year was primarily the result of increased
profit-sharing and bonus payments relating to the prior fiscal year and an
increase in property tax payments.
Net cash used for investing activities was $141 million for the 13
weeks ended April 26, 2000 compared to $309 million for the same period in 1999.
The decrease in cash used for investing activities was primarily the result of
lower capital expenditures related to the Big Kmart rollout. In addition, prior
year's investing activities included the acquisition of sixteen leases from
Caldor Corporation.
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KMART CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION -- CONTINUED
LIQUIDITY AND FINANCIAL CONDITION, CONT.
Net cash used in financing activities was $32 million for the 13 weeks
ended April 26, 2000 compared to $9 million for the same period in 1999. The
increase in cash used in financing activities was primarily a result of
repurchases of convertible preferred securities and common stock partially
offset by borrowings under the Revolver.
In April 2000, Moody's Investors Service upgraded Kmart's debt to
investment grade, from Ba1 to Baa3.
Management believes that its current financing arrangements will be
sufficient to meet the Company's liquidity needs for operations and capital
demands.
OTHER MATTERS
Lease Guarantees
Kmart has guaranteed leases for properties operated by certain former
subsidiaries including Borders Group, Inc., OfficeMax, Inc., and The Sports
Authority, Inc. The present value of the lease obligations guaranteed by Kmart
is approximately $410 million. The possibility of the Company having to honor
its contingent obligations is dependent upon the future operating results of the
former subsidiaries. (See Notes 4 of the Notes to Consolidated Financial
Statements)
Other
On May 31, 2000, the Company announced that Charles C. Conaway was
named Chairman of the Board and Chief Executive Officer of the Company effective
May 30, 2000, as the successor of Floyd Hall, who is retiring as Chairman of
the Board, President and Chief Executive Officer of the Company.
There are various claims, lawsuits, and pending actions against Kmart
incident to its operations. It is the opinion of the Company's management that
the ultimate resolution of these matters will not have a material adverse effect
on Kmart's liquidity, financial position or results of operations.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This quarterly report includes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Statements,
other than those based on historical facts, which address activities, events or
developments that the Company expects or anticipates may occur in the future are
forward-looking statements which are based upon a number of assumptions
concerning future conditions that may ultimately prove to be inaccurate. Actual
events and results may materially differ from anticipated results described in
such statements. The Company's ability to achieve such results is subject to
certain risks and uncertainties, including, but not limited to, economic and
weather conditions which affect buying patterns of the Company's customers,
changes in consumer spending and the Company's ability to anticipate buying
patterns and implement appropriate inventory strategies, continued availability
of capital and financing, competitive factors and other factors affecting
business beyond the Company's control. Consequently, all of the forward-looking
statements are qualified by these cautionary statements and there can be no
assurance that the results or developments anticipated by the Company will be
realized or that they will have the expected effects on the Company or its
business or operations.
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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 - Statement re Computation of Per Share Earnings
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K: The Registrant filed the following Current Report
on Form 8-K during the 13 weeks ended April 26, 2000:
FILING DATE DATE OF REPORT ITEM REPORTED
March 21, 2000 March 21, 2000 Audited Consolidated Financial
Statements for the Year Ended
January 26, 2000.
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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/her name in
the electronic filing of this document with the Securities and Exchange
Commission.
Date: June 2, 2000
Kmart Corporation
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(Registrant)
/s/ M.E. Welch, III
By: ------------------------------------------------
M.E. Welch, III
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
(Principal Financial and Accounting Officer)
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Exhibit Index
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Exhibit No. Description
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11 Statement re: Computation of Per Share Earnings.
27 Financial Data Schedule
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