FORM 10Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended August 3, 1996
OR
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ____________________ to _________________
For Quarter Ended: August 3, 1996
Commission File Number: 0-15907
Exact name of registrant as specified in its charter:
PROFFITT'S, INC.
State of Incorporation: Tennessee
I.R.S. Employer Identification Number: 62-0331040
Address of Principal Executive Offices (including zip code):
P.O. Box 9388, Alcoa, Tennessee 37701
Registrant's telephone number, including area code:
(423) 983-7000
Indicate by check mark whether 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 ( )
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common Stock, $.10 Par Value - 20,662,671 shares as of August 3, 1996
<PAGE>
Commission File No. 0-15907
PROFFITT'S, INC.
Index
PART I. FINANCIAL INFORMATION Page No.
Item 1. Financial Statements (unaudited)
Condensed Consolidated Balance Sheets -- August 3,
1996, February 3, 1996, and July 29, 1995 2
Condensed Consolidated Statements of Income --
Three and Six Months Ended August 3, 1996 and July
29, 1995 3
Condensed Consolidated Statements of Cash Flows --
Six Months Ended August 3, 1996 and July 29, 1995 4
Notes to Condensed Consolidated Financial
Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
<PAGE>
Commission File No. 0-15907
PROFFITT'S, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
August 3, February 3, July 29,
1996 1996 1995
(Unaudited) (Audited) (Unaudited)
<S> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $2,022 $26,157 $34,276
Net trade accounts receivable,
less receivables sold to
third parties 25,817 44,878 112,105
Merchandise inventories 307,806 286,474 291,074
Other current assets 30,440 21,243 21,848
Total current assets 366,085 378,752 459,303
Property and equipment, net 387,774 381,839 391,862
Goodwill 52,063 52,838 52,266
Other assets 21,264 22,237 26,234
$827,186 $835,666 $929,665
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Trade accounts payable $79,628 $75,377 $93,878
Other accrued liabilities 65,041 73,984 52,510
Current portion of long-term debt
and capital lease obligations 16,949 17,269 15,268
Total current liabilities 161,618 166,630 161,656
Senior debt 120,822 134,255 213,157
Capital lease obligations 10,584 10,846 11,083
Deferred income taxes 53,657 52,250 61,040
Other long-term liabilities 14,751 14,328 11,570
Subordinated debentures 100,634 100,505 100,384
Shareholders' equity 365,120 356,852 370,775
$827,186 $835,666 $929,665
</TABLE>
See notes to condensed consolidated financial statements.
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Commission File No. 0-15907
PROFFITT'S, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
August 3, July 29, August 3, July 29,
1996 1995 1996 1995
<S> <C> <c) <C> <C>
Net sales $271,716 $278,798 $568,277 $565,923
Costs and expenses:
Cost of sales 173,732 178,484 366,624 365,492
Selling, general and
administrative expenses 69,948 71,994 141,485 142,885
Other operating expenses 23,683 24,575 48,081 49,415
Expenses related to hostile
takeover defense 1,474 1,912
Merger, restructuring and
integration costs 1,507 4,270
Gain on sale of assets (2,260)
Operating income 2,846 2,271 10,077 6,219
Other income (expense):
Finance charge income 11,123 9,678 21,757 19,632
Finance charge income allocated
to purchaser of accounts
receivable (3,404) (2,129) (6,878) (4,290)
Interest expense (4,503) (6,307) (8,608) (12,576)
Other income (expense), net 70 716 440 1,372
Income before provision for
income taxes 6,132 4,229 16,788 10,357
Provision for income taxes 2,593 1,750 6,995 4,230
NET INCOME 3,539 2,479 9,793 6,127
Preferred stock dividends 308 487 796 975
Payment for early conversion of
Preferred Stock 3,032 3,032
Net income available to common
shareholders $199 $1,992 $5,965 $5,152
Earnings per share:
Primary $0.01 $0.10 $0.30 $0.27
Fully diluted $0.16 $0.10 $0.46 $0.27
Weighted average common shares:
Primary 20,628 19,450 20,186 19,316
Fully diluted 21,472 19,484 21,414 19,336
</TABLE>
Note: On June 28, 1996, the Company converted 600 shares of Series A
Preferred Stock ("Preferred Stock") into 1,422 shares of Proffitt's, Inc.
Common Stock. In order to complete this early conversion of the Preferred
Stock, the Company paid $3,032 to the holder of the Preferred Stock.
Primary earnings per share are based on earnings available to common
shareholders (net income reduced by preferred stock dividends and payment for
early conversion) and the weighted average number of common shares and
equivalents (stock options) outstanding. Common Stock issued on June 28, 1996
for the conversion of the Preferred Stock has been included in the weighted
average number of shares outstanding subsequent to that date.
As a result of the June 28, 1996 Preferred Stock conversion and as required
by generally accepted accounting principles, fully diluted earnings per share
has been presented for the periods shown based upon an "as if the 1,422
shares issued in the conversion were outstanding from the beginning of the
period" basis.
See notes to condensed consolidated financial statements.
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Commission File No. 0-15907
<TABLE>
<CAPTION>
PROFFITT'S, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
Six Months Ended
August 3, July 29,
1996 1995
<S> <C> <C>
OPERATING ACTIVITIES
Net income $9,793 $6,127
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 16,860 16,927
Gain on sale of assets (2,260)
Changes in operating assets and liabilities, net (13,067) 13,041
Net cash provided by operating activities 11,326 36,095
INVESTING ACTIVITIES
Purchases of property and equipment, net (23,898) (23,188)
Proceeds from sale of assets 5,000
Acquisition of Parks-Belk Company (10,422)
Other, net 70
Net cash used in investing activities (18,898) (33,540)
FINANCING ACTIVITIES
Payments on long-term debt and capital
lease obligations (14,015) (7,161)
Proceeds from long-term borrowings 24,500
Proceeds from issuance of stock 2,092 176
Payments to preferred shareholders (4,640) (975)
Net cash (used in) provided by financing
activities (16,563) 16,540
(Decrease) increase in cash and cash equivalents (24,135) 19,095
Cash and cash equivalents at beginning of period 26,157 15,181
Cash and cash equivalents at end of period $2,022 $34,276
</TABLE>
Cash paid during the six months ended August 3, 1996 for interest and income
taxes totaled $8,106 and $11,852, respectively.
Cash paid during the six months ended July 29, 1995 for interest and income
taxes totaled $11,790 and $11,872, respectively.
See notes to condensed consolidated financial statements.
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Commission File No. 0-15907
Notes to Condensed Consolidated Financial Statements
(unaudited)
NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of the Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for
the three and six month periods ended August 3, 1996 are not necessarily
indicative of the results that may be expected for the year ending February
1, 1997. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's Annual Report on
Form 10-K for the year ended February 3, 1996.
The balance sheet at February 3, 1996 has been derived from the audited
financial statements at that date.
NOTE B -- BUSINESS COMBINATIONS
Proffitt's, Inc. combined its business with Younkers, Inc., a publicly-owned
retail department store chain currently operating 48 stores in the midwest,
effective February 3, 1996, immediately before the Company's fiscal year end.
Each outstanding share of Younkers, Inc. Common Stock was converted into
ninety eight one-hundredths (.98) shares of Proffitt's, Inc. Common Stock,
with approximately 8.8 million shares issued in the transaction. This
combination was accounted for as a pooling of interests, and accordingly, the
consolidated financial statements have been restated for all periods to
include the results of operations and financial position of Younkers.
Younkers' financial statements have been restated to conform to Proffitt's
accounting methods and also reflect certain reclassifications without any
material impact on previously reported income or shareholders' equity.
In conjunction with the business combination with Younkers, the Company
incurred certain fourth quarter 1995 charges to effect the merger and other
costs to restructure and integrate the combined operating companies. In the
quarter and six months ended August 3, 1996, the Company incurred certain
additional integration costs (pre-tax) totaling $1.5 million and $4.3 million
related to such items as the termination of a Younkers pension plan, the
conversion of Younkers' computer systems, and expenses of consolidating
administrative functions.
On April 12, 1995, the Company completed the acquisition of the Parks-Belk
Company, a family-owned department store company with four stores. Three
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Commission File No. 0-15907
stores were renovated and opened as Proffitt's Division stores during 1995;
one store was permanently closed. The operations of Parks-Belk have been
included in the results of operations of the Company subsequent to the
purchase date.
NOTE C -- GAIN ON SALE OF ASSETS
In March 1996, the Company sold two Younkers stores to a third party,
realizing a pre-tax gain on the transaction of $2.3 million.
NOTE D -- PENDING BUSINESS COMBINATION
On July 8, 1996, the Company announced its planned merger with Parisian, Inc.
("Parisian"), a 38 unit specialty department store chain headquartered in
Birmingham, Alabama. Parisian will operate as a separate division of
Proffitt's, Inc.
Under the terms of the transaction, the Company will pay Parisian's
shareholders approximately $110 million in cash and issue approximately 2.9
million shares of Proffitt's, Inc. Common Stock. Outstanding options to
purchase shares of Parisian Common Stock will be converted into options to
purchase approximately 406,000 shares of Proffitt's, Inc. Common Stock. In
addition, the Company will assume approximately $243 million of Parisian
indebtedness (which included $84 million of off-balance sheet receivables
financing as of the July 2, 1996 pre-announcement date).
The merger is expected to close in October 1996. The transaction will be
accounted for as a purchase.
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Commission File No. 0-15907
Management's Discussion and Analysis
of Financial Condition and Results of Operations
Liquidity and Capital Resources
Accounts receivable, inventory, accounts payable, and senior debt balances
fluctuate throughout the year due to the seasonal nature of the retail
industry.
The August 3, 1996 net trade accounts receivable balance declined from the
July 29, 1995 balance due to the sale of additional receivables to third
parties.
August 3, 1996 senior debt declined from the February 3, 1996 and July 29,
1995 balances due to the sale of additional accounts receivables to third
parties and utilization of excess cash balances to reduce the balance of the
Company's revolving credit facility.
On June 28, 1996, the Company completed the early conversion of its 600,000
shares of Series A Preferred Stock, held by Apollo Specialty Retail Partners,
L.P. ("Apollo"), into 1,421,801 shares of Proffitt's, Inc. Common Stock. The
conversion eliminates $1.95 million in future annual dividend payments by the
Company to Apollo.
On July 8, 1996, the Company announced its planned merger with Parisian,
which is expected to close in October 1996.
Under the terms of the transaction, the Company will pay Parisian's
shareholders approximately $110 million in cash and issue approximately 2.9
million shares of Proffitt's, Inc. Common Stock. Outstanding options to
purchase shares of Parisian Common Stock will be converted into options to
purchase approximately 406,000 shares of Proffitt's, Inc. Common Stock. In
addition, the Company will assume approximately $243 million of Parisian
indebtedness (which included $84 million of off-balance sheet receivables
financing as of the July 2, 1996 pre-announcement date).
In conjunction with the pending transaction with Parisian, the Company is in
the process of revising its existing revolving credit facility with banks.
Management expects availability under the line will be extended from $125
million to $275 million in order to fund the cash portion of the purchase
price and provide for future working capital requirements.
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Commission File No. 0-15907
Results of Operations
Income statement information for the quarter and six months ended July 29,
1995 has been restated to reflect the February 3, 1996 Younkers merger, which
was accounted for as a pooling of interests. The operations of Parks-Belk
have been included in the income statements subsequent to the April 12, 1995
purchase date.
The following table shows, for the periods indicated, certain items from the
Company's Condensed Consolidated Statements of Income expressed as
percentages of net sales.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
8/3/96 7/29/95 8/3/96 7/29/95
<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
Costs and expenses:
Cost of sales 63.9 64.0 64.5 64.6
Selling, gen. & admin. exp. 25.7 25.8 24.9 25.2
Other operating expenses 8.8 8.8 8.4 8.8
Expenses related to hostile
takeover defense 0.0 0.6 0.0 0.3
Merger, restructuring and
integrations costs 0.6 0.0 0.8 0.0
Gain on sale of assets 0.0 0.0 (0.4) 0.0
Operating income 1.0 0.8 1.8 1.1
Other income (expense):
Finance charge income 4.1 3.5 3.8 3.5
Finance charge income allocated
to purchaser of accounts
receivable (1.2) (0.8) (1.2) (0.8)
Interest expense (1.6) (2.3) (1.5) (2.2)
Other income (expense), net 0.0 0.3 0.1 0.2
Income before provision for
income taxes 2.3 1.5 3.0 1.8
Provision for income taxes 1.0 0.6 1.3 0.7
NET INCOME 1.3% 0.9% 1.7% 1.1%
</TABLE>
For the quarter, total Company sales were $271.7 million, a 3% decrease over
$278.8 million in the prior year. On a comparable stores basis, total
Company sales increased 1% for the quarter. Revenues for the Younkers
Division were $123.8 million, down 5% from $130.1 million last year; revenues
for the McRae's Division totaled $92.8 million, a 3% increase over $90.6
million in the prior year; and revenues for the Proffitt's Division were
$55.1 million compared to $58.1 million last year, a 5% decrease. For the
quarter, comparable store sales were flat with last year for the Younkers
Division, up 1% for the McRae's Division, and up 4% for the Proffitt's
Division.
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Commission File No. 0-15907
For the six months ended August 3, 1996, total Company sales were $568.3
million compared to $565.9 million last year. On a comparable stores basis,
total Company sales increased 4% for the six months. Revenues for the
Younkers Division were $250.4 million, down 3% from $256.8 million in the
prior year; revenues for the McRae's Division totaled $202.3 million, a 4%
increase over $194.4 million last year; and revenues for the Proffitt's
Division were $115.7 million, a 1% increase over $114.8 million last year.
For the six months, comparable store sales increased 2%, 3%, and 10% for the
Younkers, McRae's, and Proffitt's Divisions, respectively.
The total store sales performance for the periods indicated was lower than
the comparable stores sales increase primarily due to the closing of two
Younkers stores and one Proffitt's store in January 1996 and the sale of two
Younkers stores in March 1996.
The conversion of the Younkers shoe operation from leased to owned was
completed on August 3, 1996. Sales performance was negatively affected
during the transition period for the first six months of 1996. Excluding
Younkers' leased shoe sales, comparable store sales for the Younkers Division
increased 2% and 3% for the quarter and six months, respectively. For the
total Company, comparable store sales increased 2% and 4% for the quarter and
six months, respectively, excluding Younkers' leased shoe sales.
Selling, general, and administrative expenses declined in both dollars and as
a percentage of net sales for the quarter and six months. As a percentage of
net sales, these expenses totaled 25.7% for the quarter compared to 25.8%
last year and 24.9% for the six months compared to 25.2% in the prior year.
The initial stages of previously targeted cost reductions (such as the
elimination of duplicate corporate expenses and consolidation of certain back
office functions) led to this increased leverage on expenses.
Other operating expenses, which consist of rents, depreciation, and taxes
other than income taxes, declined in dollars for the quarter and in both
dollars and as a percentage of net sales for the six months. This reduction
was primarily due to reduced expenses related to stores recently sold and
closed and lower depreciation due to the reduced carrying value of certain
property as a result of a 1995 impairment write-down.
Finance charge income increased in dollars and as a percentage of net sales
for both the quarter and six months primarily due to increased finance charge
rates assessed in certain states and implementation of certain late fee
penalties on past due balances.
Total financing costs, which include interest expense and finance charge
income allocated to the third party purchasers of accounts receivable,
dropped in dollars and as a percentage of net sales for the quarter and six
months ended August 3, 1996. The reduction was due to lower financing levels
in the current year.
Prior to the non-recurring items outlined below, second quarter net income
totaled $4.4 million, or $.21 per share, a 32% increase over $3.4 million, or
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Commission File No. 0-15907
$.15 per share last year, and net income for the six months totaled $11.0
million, or $.51 per share, compared to $7.3 million, or $.33 per share last
year.
In conjunction with the Younkers merger, certain non-recurring merger,
restructuring, and integration charges were incurred for the quarter and six
months ended August 3, 1996. For the quarter, these charges totaled $1.5
million before tax, or 0.6% of net sales ($.9 million after tax, or $.04 per
share). For the six months, these charges totaled $4.3 million before tax,
or 0.8% of net sales ($2.6 million after tax, or $.12 per share). These
charges were primarily related to items such as the termination of a Younkers
pension plan, the conversion of Younkers' computer systems, and expenses of
consolidating administrative functions. In March 1996, the Company sold two
Younkers stores to a third party, realizing a pre-tax gain of $2.3 million
($1.4 million after tax, or $.06 per share, for the six months). For the
quarter and six months ended July 29, 1995, the Company incurred pre-tax
expenses of $1.5 million, or 0.6% of net sales, and $1.9 million, or 0.3% of
net sales, respectively, related to the defense of the attempted hostile
takeover of Younkers by Carson Pirie Scott & Co. On an after-tax basis,
these charges totaled $.9 million, or $.04 per share, and $1.1 million, or
$.06 per share, for the quarter and six months, respectively.
After these non-recurring items, net income for the quarter and six months
ended August 3, 1996 totaled $3.5 million, or $.16 per share, and $9.8
million, or $.46 per share, respectively. The increase in earnings over the
prior year primarily was due to solid gross margin performance, expense
control, and increased finance charge income.
Earnings per share figures above assume full dilution.
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Commission File No. 0-15907
PROFFITT'S, INC.
PART II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of the Shareholders of the Company was held on June 19,
1996. 17,641,292 shares of the 19,210,024 shares of Common Stock entitled to
vote, or 91.8%, were represented at the meeting in person or by proxy. The
matters submitted to a vote of the shareholders and the vote on these matters
were as follows:
1) All nominees for Directors listed in the proxy statement were elected to
hold office until the next Annual Meeting of the Shareholders.
Shareholders holding at least 17,457,894 shares voted for, shareholders
holding no more than 180,704 shares voted against, and shareholders
holding no more than 2,694 shares abstained from the vote.
2) The vote for the Ratification of Appointment of Independent Accountants
(Coopers & Lybrand L.L.P.) for the fiscal year ending February 1, 1997
was as follows: shareholders holding 17,614,715 shares voted for,
shareholders holding 22,672 shares voted against, and shareholders
holding 3,905 shares abstained from the vote.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
11.1 Statement re: Computation of Earnings per Common Share
27.1 Financial Data Schedule
(b) Form 8-K Reports.
A report on Form 8-K was filed with the Commission on July 17,
1996 regarding the proposed merger of Proffitt's, Inc. and
Parisian, Inc.
A report on Form 8-K was filed with the Commission on August
9, 1996 regarding sales and expected earnings for the quarter
ended August 3, 1996
A report on Form 8-K was filed with the Commission on August
30, 1996 regarding sales and earnings for the quarter and six
months ended August 3, 1996 and the consent solicitation of
the holders of the 9 7/8% Senior Subordinated Notes due 2003
of Parisian, Inc.
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Commission File No. 0-15907
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.
PROFFITT'S
____________________________________
Registrant
9-12-96
____________________________________
Date
/s/ Brian W. Bender
____________________________________
Biran W. Bender
Executive Vice President and
Cheif Finanical Officer
(effective 5/24/96)
9-12-96
____________________________________
Date
/s/ James E. Glasscock
____________________________________
James E. Glasscock
Executive Vice President of
Financial Strategies
(Executive Vice President and Chief
Financial Officer through 5/23/96)<PAGE>
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<PAGE>
Exhibit 11.1
<PAGE>
Commission File No. 0-15907
EXHIBIT 11.1
STATEMENT RE: COMPUTATION OF HISTORICAL EARNINGS PER COMMON SHARE
PROFFITT'S, INC. AND SUBSIDIARIES
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
August 3, July 29, August 3, July 29,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
PRIMARY:
Average shares outstanding 19,800 19,001 19,478 18,936
Net effect of dilutive stock
options -- based on the
treasury stock method using
average market price 828 449 708 380
Total 20,628 19,450 20,186 19,316
Net income $3,539 $2,479 $9,793 $6,127
Less Preferred Stock dividends (308) (487) (796) (975)
Less payment for early conversion
of Preferred Stock (3,032) (3,032)
Net income available to common
shareholders $199 $1,992 $5,965 $5,152
Primary earnings per common
share $0.01 $0.10 $0.30 $0.27
FULLY DILUTED:
Average shares outstanding 19,800 19,001 19,478 18,936
Net effect of dilutive stock
options -- based on the
treasury stock method using
period-end market price if
higher than average price 828 483 803 400
Assumed conversion of
Preferred Stock 844 1,133
Total 21,472 19,484 21,414 19,336
Net income $3,539 $2,479 $9,793 $6,127
Less Preferred Stock dividends (487) (975)
Adjusted net income $3,539 $1,992 $9,793 $5,152
Fully diluted earnings per
common share $0.16 $0.10 $0.46 $0.27
</TABLE>
Note: On June 28, 1996, the Company converted 600 shares of Series A
Preferred Stock ("Preferred Stock") into 1,422 shares of Proffitt's, Inc.
Common Stock. In order to complete this early conversion of the Preferred
Stock, the Company paid $3,032 to the holder of the Preferred Stock.
Primary earnings per share are based on earnings available to common
shareholders (net income reduced by Preferred Stock dividends and payment for
early conversion) and the weighted average number of common shares and
equivalents (stock options) outstanding. Common Stock issued on June 28, 1996
for the conversion of the Preferred Stock has been included in the weighted
average number of shares outstanding subsequent to that date.
As a result of the June 28, 1996 Preferred Stock conversion and as required
by generally accepted accounting principles, fully diluted earnings per share
has been presented for the periods shown based upon an "as if the 1,422
shares issued in the conversion were outstanding from the beginning of the
period" basis.
<PAGE>
Exhibit 27.1
<PAGE>
EXHIBIT 27.1
FINANCIAL DATA SCHEDULE
PROFFITT'S, INC. AND SUBSIDIARIES
This schedule contains summary financial information extracted from the
Condensed Consolidated Balance Sheet as of August 3, 1996 and the Condensed
Consolidated Statement of Income for the six months ended August 3, 1996
(unaudited) and is qualified in its entirety by reference to such financial
statements.
PERIOD TYPE 6 MOS
FISCAL YEAR END FEBRUARY 1, 1997
PERIOD END AUGUST 3, 1996
CASH AND CASH ITEMS 2,022,000
MARKETABLE SECURITIES 0
NOTES AND ACCOUNTS RECEIVABLE - TRADE 25,817,000
ALLOWANCES FOR DOUBTFUL ACCOUNTS 0
INVENTORY 307,806,000
TOTAL CURRENT ASSETS 366,085,000
PROPERTY, PLANT AND EQUIPMENT 387,774,000
ACCUMULATED DEPRECIATION 0
TOTAL ASSETS 827,186,000
TOTAL CURRENT LIABILITIES 161,618,000
BONDS, MORTGAGES AND SIMILAR DEBT 300,448,000
PREFERRED STOCK - MANDATORY REDEMPTION 0
PREFERRED STOCK - NO MANDATORY REDEMPTION 0
COMMON STOCK 0
OTHER STOCKHOLDERS' EQUITY 365,120,000
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 827,186,000
NET SALES OF TANGIBLE PRODUCTS 568,277,000
TOTAL REVENUES 585,856,000
COST OF TANGIBLE GOODS SOLD 366,624,000
TOTAL COSTS AND EXPENSES APPLICABLE TO SALES
AND REVENUES 366,624,000
OTHER COSTS AND EXPENSES 52,351,000
PROVISION FOR DOUBTFUL ACCOUNTS AND NOTES 0
INTEREST AND AMORTIZATION OF DEBT DISCOUNT 8,608,000
INCOME (LOSS) BEFORE TAXES AND OTHER ITEMS 16,788,000
INCOME TAX EXPENSE 6,995,000
INCOME/LOSS CONTINUING OPERATIONS 9,793,000
DISCONTINUED OPERATIONS 0
EXTRAORDINARY ITEMS 0
CUMULATIVE EFFECT - CHANGES IN ACCOUNTING PRINCIPLES 0
NET INCOME OR LOSS 9,793,000
EARNINGS (LOSS) PER SHARE - PRIMARY 0.30
EARNINGS (LOSS) PER SHARE - FULLY DILUTED 0.46
