Commission File No. 0-15907
AMENDMENT NO. 1 TO
FORM 10Q/A
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 November 2, 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: November 2, 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 -- 23,834,668 shares as of November 2,
1996
PROFFITT'S, INC.
Index
PART I. FINANCIAL INFORMATION
Page No.
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets -- November 2, 1996,
February 3, 1996, and October 28, 1995 2
Condensed Consolidated Statements of Income -- Three and
Nine Months Ended November 2, 1996 and October 28, 1995 3
Condensed Consolidated Statements of Cash Flows -- Nine
Months Ended November 2, 1996 and October 28, 1995 4
Notes to Condensed Consolidated Financial Statements 5
Item 2.Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
<TABLE>
<CAPTION>
PROFFITT'S, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
November 2, February 3, October 28,
1996 1996 1995
(Unaudited) (Audited) (Unaudited)
------------- ----------- ------------
<S> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $2,644 $26,157 $13,710
Restricted cash and short-term
investments 2,090
Net trade accounts receivable,
less receivables sold to third
parties 62,645 44,878 121,280
Merchandise inventories 530,429 286,474 394,397
Deferred income taxes 32,991 3,750
Other current assets 27,159 17,493 21,378
--------- -------- --------
Total current assets 657,958 378,752 550,765
Property and equipment, net 478,612 381,839 405,040
Goodwill and other intangibles 290,075 52,838 52,772
Other assets 20,770 22,237 26,242
--------- -------- --------
$1,447,415 $835,666 $1,034,819
========== ======== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Trade accounts payable $199,590 $75,377 $152,507
Accrued liabilities 123,301 73,984 63,243
Current portion of long-term
debt and capital lease
obligations 18,050 17,269 16,528
-------- ------- -------
Total current liabilities 340,941 166,630 232,278
Senior debt 274,709 134,255 241,296
Capital lease obligations 10,453 10,846 10,964
Deferred income taxes 59,703 52,250 60,575
Other long-term liabilities 50,543 14,328 11,566
Subordinated debt 225,634 100,505 100,444
Shareholders' equity 485,432 356,852 377,696
-------- ------- -------
$1,447,415 $835,666 $1,034,819
========== ======== ==========
See notes to condensed consolidated financial statements.
</TABLE>
<TABLE>
<CAPTION>
PROFFITT'S, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(in thousands, except per share amounts)
Three Months Ended Nine Months Ended
------------------------ ---------------------
November 2, October 28, November 2, October 28,
1996 1995 1996 1995
---------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $368,330 $322,972 $936,607 $888,895
Costs and expenses:
Cost of sales 236,612 208,827 603,236 574,319
Selling, general and administrative expenses 87,755 78,013 229,240 220,898
Other operating expenses 28,092 25,566 76,173 74,981
Merger, restructuring and integration costs 670 4,940
Gain on sale of assets (337) (2,597)
Expenses related to hostile takeover defense 1,001 2,913
----------- --------- ---------- ---------
Operating income 15,538 9,565 25,615 15,784
Other income (expense):
Finance charge income 11,512 9,630 33,269 29,262
Finance charge income allocated to purchaser of
accounts receivable (3,663) (2,026) (10,541) (6,316)
Interest expense (6,024) (6,435) (14,632) (19,011)
Other income (expense), net (342) 637 98 2,009
----------- --------- --------- ---------
Income before provision for income taxes 17,021 11,371 33,809 21,728
Provision for income taxes 7,112 4,449 14,107 8,679
----------- -------- --------- ---------
NET INCOME 9,909 6,922 19,702 13,049
Preferred stock dividends 487 796 1,462
Payment for early conversion of Preferred Stock 3,032
----------- ---------- ---------- ----------
Net income available to common
shareholders $9,909 $6,435 $15,874 $11,587
=========== =========== ========== ===========
Earnings per share:
Primary $0.44 $0.33 $0.76 $0.60
=========== =========== ========== ===========
Fully diluted $0.43 $0.33 $0.91 $0.60
=========== =========== ========== ===========
Weighted average common shares:
Primary 22,427 19,433 20,933 19,355
=========== =========== ========== ===========
Fully diluted 24,474 21,453 21,760 19,368
=========== =========== ========== ===========
</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 have 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.
<TABLE>
<CAPTION>
PROFFITT'S, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
Nine Months Ended
----------------
November 2, October 28,
1996 1995
----------- ----------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $19,702 $13,049
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 26,186 25,995
Gain on sale of assets (2,597)
Changes in operating assets and liabilities, net (17,039) (30,886)
--------- ---------
Net cash provided by operating activities 26,252 8,158
INVESTING ACTIVITIES
Purchases of property and equipment, net (41,130) (45,636)
Increase in restricted cash and short-term investments (2,090)
Proceeds from sale of assets 5,337 1,013
Acquisition of Parisian, Inc. (118,739)
Acquisition of Parks-Belk Company (10,436)
Other, net 106
--------- ---------
Net cash used in investing activities (156,622) (54,953)
FINANCING ACTIVITIES
Payments on long-term debt and capital
lease obligations (11,326) (9,049)
Proceeds from long-term borrowings 116,600 56,003
Proceeds from issuance of stock 6,223 320
Payments to preferred shareholders (4,640) (1,950)
--------- ---------
Net cash provided by financing activities 106,857 45,324
Decrease in cash and cash equivalents (23,513) (1,471)
Cash and cash equivalents at beginning of period 26,157 15,181
--------- ---------
Cash and cash equivalents at end of period $2,644 $13,710
=========== ===========
Cash paid during the nine months ended November 2, 1996 for interest and income taxes totaled $13,491 and
$12,997, respectively.
Cash paid during the nine months ended October 28, 1995 for interest and income taxes totaled $17,511 and
$12,045, respectively.
See notes to condensed consolidated financial statements.
</TABLE>
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 nine month periods ended November 2, 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
On October 11, 1996, Proffitt's, Inc. ("Proffitt's" or the
"Company") acquired all of the Common Stock of Parisian, Inc.
("Parisian"), a specialty department store chain operating 38
stores in the southeast and midwest. Parisian, headquartered in
Birmingham, Alabama, operates as a separate department store
division of Proffitt's, Inc. Under the terms of the transaction,
the Company paid Parisian's shareholders approximately $110
million in cash and issued approximately 2.947 million shares of
Proffitt's Common Stock . Outstanding options to purchase shares
of Parisian Common Stock were converted into options to purchase
approximately 406,000 shares of Proffitt's Common Stock. In
addition, on that date, the Company assumed approximately $160
million of Parisian indebtedness (which includes $125 million of
9 7/8% Senior Subordinated Notes due 2003) and approximately $80
million of off-balance sheet receivables financing. In conjunction
with the transaction and in order to provide for future working
capital requirements, the Company entered into a new $275 million
revolving credit facility, which replaced the Company's previous
$125 million revolver. The new facility matures in October 1999.
The Parisian transaction was accounted for as a purchase.
Financial results of Proffitt's include Parisian beginning on the
October 11, 1996 acquisition date.
The purchase price of Parisian was allocated first to identifiable
tangible and intangible assets and liabilities based on preliminary
estimates of their fair values, with the remainder allocated to
goodwill and other assets to be identified. The excess of the cost
of acquiring Parisian over the fair value of the acquired tangible
assets (approximately $240 million) is included in "goodwill and
other intangibles" on the balance sheet. Amortization of goodwill
is provided on a straight-line basis over forty years.
The following preliminary unaudited pro forma summary presents the
consolidated results of operations as if the Parisian acquisition
had occurred at the beginning of the periods presented and does not
purport to be indicative of what would have occurred had the
acquisition been made as of these dates or results which may occur
in the future.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
11/2/96 10/2895 11/2/96 10/28/95
(in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Pro forma:
Net sales $ 491,552 $ 490,168 $ 1,367,783 $ 1,344,643
Net income $ 4,637 $ 5,420 $ 11,877 $ 10,142
Earnings per common share:
Primary $ .19 $ .22 $ .34 $ .39
Fully diluted $ .19 $ .22 $ .49 $ .39
</TABLE>
Effective February 3, 1996, immediately before the Company's fiscal
year end, Proffitt's combined its business with Younkers, Inc.
("Younkers"), a publicly-owned retail department store chain
currently operating 48 stores in the midwest. Younkers,
headquartered in Des Moines, Iowa, operates as a separate
department store division of Proffitt's, Inc. 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.
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. Total accrued unpaid restructuring liabilities at
February 3, 1996 consisted of merger transaction costs of approximately
$7.1 million, severance and related benefits of approximatley $3.2 million
and other costs of approximately $2.1 million. During the nine months
ended November 2, 1996, the Company paid approximately $4.0 million
in merger transaction costs, approximately $3.2 million in severance benefits
and approximately $1.3 million in other expenses, respectively, against
restructuring liabilities established for such expenses at February 3, 1996.
During the quarter the Company incurred and paid certain additional
restructuring charges including approximately $0.9 million related to the
conversion and consolidation of management information systems and other
consolidation related travel expenses and approximately $0.6 million in
professional fees, employee training expenses and other less significant
consolidation related expenses.
For the nine month period ended November 2, 1996, aggregate restructuring
charges included approximately $1.8 million to terminate the Younkers pension
plan, approximately $1.8 million related to the conversion and consolidation of
management information systems and other consolidation related travel expenses
and approximately $1.3 million in professional fees, employee training expenses
and other less significant consolidation related expenses.
The Company has not changed its estimates for remaining accrued but unpaid
restructuring charges.
On April 12, 1995, the Company completed the acquisition of the
Parks-Belk Company, a family-owned department store company with
four stores. Three 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 -- PENDING BUSINESS COMBINATION
On November 8, 1996, the Company announced its planned merger with
G.R. Herberger's, Inc. ("Herberger's"), a 40-unit department store
chain headquartered in St. Cloud, Minnesota. Under the terms of
the transaction, Proffitt's will issue 4.0 million shares of Common
Stock. In addition, the Company will assume Herberger's
indebtedness, which totaled approximately $46.2 million as of
November 2, 1996. Approximately $21 million of this indebtedness
related to short-term seasonal borrowing and is expected to be
repaid by year end. The transaction is expected to close in early
1997 and will be accounted for as a pooling of interests.
NOTE D -- GAIN ON SALE OF ASSETS
For the nine months ended November 2, 1996, the Company realized
pre-tax gains totaling $2.6 million related to the sale of certain
properties. Approximately $2.3 million of this total related to
the Company's sale of two Younkers stores to Carson Pirie Scott &
Co. in March 1996.
NOTE E -- INCOME TAXES
The difference between the actual income tax expense and the amount
expected by applying the statutory federal income tax rate is due
to the inclusion of state income taxes and the amortization of
goodwill, which is not deductible for income tax purposes.
The deferred income tax asset and liability amounts reflect the
impact of temporary differences between values recorded for assets
and liabilities for financial reporting purposes and values
utilized for measurement in accordance with tax laws. The major
components of these amounts result from the allocation of the
purchase price to the assets and liabilities related to the McRae's
acquisition in March 1994 and the Parisian acquisition in October
1996.
NOTE F -- RECENT ACCOUNTING PRONOUNCEMENT
In June 1996, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 125, "Accounting
for Transferring and Servicing of Financial Assets and
Extinguishments of Liabilities" ("SFAS 125"). SFAS 125 is
effective January 1, 1997. The Company intends to adopt SFAS 125
on that date and expects the adoption will have an immaterial
impact on the Company's financial position and results from
operations.
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 increase in the November 2, 1996 asset, liability, and
shareholders' equity classifications over prior periods presented
was largely attributable to the acquisition and financing of the
Parisian transaction completed on October 11, 1996. See Note B on
pages 5 and 6 attached.
The November 2, 1996 net trade accounts receivable balance declined
from the October 28, 1995 balance due to the sale of additional
receivables to third parties.
November 2, 1996 merchandise inventories and property and equipment
balances increased over year-end balances primarily due to the
value of acquired Parisian inventories and property and equipment,
respectively.
November 2, 1996 goodwill and other intangibles increased over
prior periods due to goodwill of approximately $240 million
recorded in conjunction with the October 1996 Parisian acquisition.
November 2, 1996 subordinated debt increased due to the assumption
of Parisian's $125 million of 9 7/8% Senior Subordinated Notes due
2003.
November 2, 1996 shareholders' equity has increased over the year-end balance
primarily due to year-to-date earnings and the issuance
of Common Stock in conjunction with the Parisian transaction.
On November 8, 1996, the Company announced its planned merger with
Herberger's, which is expected to close in early 1997. Under the
terms of the transaction, Proffitt's will issue 4.0 million shares
of Common Stock to the shareholders of Herberger's. In addition,
the Company will assume Herberger's indebtedness, which totaled
approximately $46.2 million as of November 2, 1996. The
transaction will be accounted for as a pooling of interests.
Results of Operations
Income statement information below includes the operations of
Parisian and Parks-Belk beginning on their acquisition dates of
October 11, 1996 and April 12, 1995, respectively. These
transactions were accounted for as purchases. Prior year income
statement information below has been restated to reflect the
February 3, 1996 merger with Younkers, which was accounted for as
a pooling of interests.
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 Nine Months Ended
11/2/96 10/28/96 11/2/96 10/28/95
<S> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
Costs and expenses:
Cost of sales 64.2 64.7 64.4 64.6
Selling, general & admin.
expense 23.8 24.2 24.5 24.9
Other operating expenses 7.7 7.9 8.2 8.4
Merger, restructuring and
integration costs 0.2 0.0 0.5 0.0
Gain on sale of assets (0.1) 0.0 (0.3) 0.0
Expenses related to hostile
takeover defense 0.0 0.3 0.0 0.3
Operating income 4.2 2.9 2.7 1.8
Other income (expense):
Finance charge income 3.1 3.0 3.6 3.3
Finance charge income
allocated to purchaser
of accounts receivable (1.0) (0.6) (1.1) (0.7)
Interest expense (1.6) (2.0) (1.6) (2.1)
Other income (expense),
net (0.1) 0.2 0.0 0.2
Income before provision
for income taxes 4.6 3.5 3.6 2.5
Provision for income taxes 1.9 1.4 1.5 1.0
NET INCOME 2.7% 2.1% 2.1% 1.5%
</TABLE>
For the quarter, total Company sales were $368.3 million, a 14%
increase over $323.0 million in the prior year. Sales for the
quarter included $39.5 million of sales from the newly acquired
Parisian Division. On a comparable stores basis, total Company
sales increased 4% for the quarter. Revenues for the Younkers
Division were $150.9 million, up 1% over $149.5 million last year;
revenues for the McRae's Division totaled $111.0 million, a 2%
increase over $109.4 million in the prior year; and revenues for
the Proffitt's Division were $66.9 million compared to $64.1
million last year, a 4% increase. For the quarter, comparable
store sales increased 7% for the Younkers Division, were flat with
last year for the McRae's Division, and increased 6% for the
Proffitt's Division.
On a year-to-date basis, total Company sales were $936.6 million,
a 5% increase over $888.9 million last year. Total sales of $936.6
million include $39.5 million of sales from the Parisian Division.
On a comparable stores basis, total Company sales increased 4% for
the nine months. Revenues for the Younkers Division were $401.3
million, down 1% from $406.3 million in the prior year; revenues
for the McRae's Division totaled $313.3 million, a 3% increase over
$303.8 million last year; and revenues for the Proffitt's Division
were $182.5 million, a 2% increase over $178.8 million last year.
For the nine months, comparable store sales increased 4%, 2%, and
8% for the Younkers, McRae's, and Proffitt's Divisions,
respectively.
The total store sales performance for the periods indicated
reflects the closing of two Younkers stores and one Proffitt's
store in January 1996, the sale of two Younkers stores in March
1996, and the closing of one Younkers store in August 1996.
For the quarter and nine months, gross margin percentages improved
over the prior year. This improvement resulted from proper
inventory management and markdown control.
Selling, general, and administrative expenses declined as a
percentage of net sales for the quarter and nine months. This
expense leverage was due to the implementation of targeted cost
reductions primarily resulting from the synergy process related to
the Younkers transaction.
Other operating expenses, which consist of rents, depreciation, and
taxes other than income taxes, declined as a percentage of net
sales for the quarter and nine months. This reduction was
primarily due to reduced expenses related to stores recently sold
and closed and lower deprecation due to the reduced carrying value
of certain property as a result of a 1995 impairment write-down.
Finance charge income increased as a percentage of net sales for
both the quarter and nine months primarily due to increased finance
charge rates assessed in certain states and the 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, remained fairly constant as a percentage of net sales
for the quarter and nine months.
Prior to the non-recurring items outlined below, third quarter net
income totaled $10.1 million, or $.44 per share, a 35% increase
over $7.5 million, or $.36 per share last year, and net income for
the nine months totaled $21.1 million, or $.97 per share, a 43%
increase over $14.8 million, or $.69 per share last year.
In conjunction with the Younkers merger, certain non-recurring
merger, restructuring, and integration charges were incurred for
the quarter and nine months ended November 2, 1996. For the
quarter, these charges totaled $.7 million before tax, or 0.2% of
net sales ($.4 million after tax, or $.02 per share). For the nine
months, these charges totaled $4.9 million before tax, or 0.5% of
net sales ($3.0 million after tax, or $.13 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 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. Total
accrued unpaid restructuring liabilities at February 3, 1996 consisted of
merger transaction costs of approximately $7.1 million, severance and related
benefits of approximately $3.2 million and other costs of approximately $2.1
million. During the nine months ended November 2, 1996, the Company paid
approximately $4.0 million in merger transaction costs, approximately $3.2
million in severance benefits and approximately $1.3 million in other
expenses, respectively, against restructuring liabilities established for
such expenses at February 3, 1996. During the quarter the Company incurred
and paid certain additional restructuring charges including approximately
$0.9 million related to the conversion and consolidation of managment
information systems and other consolidation related travel expenses and
approximately $0.6 million in professional fees, employee training expenses
and other less significant consolidation related expenses.
For the nine month period ended November 2, 1996, aggregate restructuring
charges included approximately $1.8 million to terminate the Younkers pension
plan, approximately $1.8 million related to the conversion and consolidation of
management information systems and other consolidation related travel expenses
and approximately $1.3 million in professional fees, employee training expenses
and other less significant consolidation related expenses.
The Company has not changed its estimates for remaining accrued but unpaid
restructuring charges.
For the quarter and nine months ended November 2, 1996, the Company
realized pre-tax gains related to the sale of certain properties of
$.3 million ($.2 million after tax, or $.01 per share) and $2.6
million ($1.6 million after tax, or $.07 per share), respectively.
The majority of the $2.6 million year-to-date gain, or $2.3
million, related to the Company's March 1996 sale of two Younkers
stores.
For the quarter and nine months ended October 28, 1995, the Company
incurred pre-tax expenses of $1.0 million, or 0.3% of net sales,
and $2.9 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 $.6
million, or $.03 per share, and $1.7 million, or $.09 per share,
for the quarter and nine months, respectively.
After these non-recurring items, net income for the current year
quarter and nine months totaled $9.9 million, or $.43 per share,
and $19.7 million, or $.91 per share, respectively, compared to
$6.9 million, or $.33 per share, and $13.0 million, or $.60 per
share, respectively, last year. The increase in earnings over the
prior year primarily was due to solid gross margin performance and
leverage on expenses.
Earnings per share figures above assume full dilution.
PROFFITT'S, INC.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
10.1* Form of Employment Agreement by and between
Proffitt's, Inc. and Robert M. Mosco dated
October 28, 1996
10.2* Form of Restricted Stock Grant Agreement under
the Proffitt's, Inc. 1994 Long-Term Incentive
Plan granted to Robert M. Mosco dated October
28, 1996
10.3* Form of Employment Agreement by and between
Proffitt's, Inc. and John B. Brownson dated
November 8, 1996
10.4* Form of Employment Agreement by and between
Proffitt's, Inc. and Douglas E. Coltharp dated
November 25, 1996
10.5* Form of Restricted Stock Grant Agreement under
the Proffitt's, Inc. 1994 Long-Term Incentive
Plan granted to Douglas E. Coltharp dated
November 25, 1996
10.6* Form of Employment Agreement by and between
Proffitt's, Inc. and Donald E. Hess dated July
8, 1996
10.7* Form of Second Amended and Restated Employment
Agreement by and between Proffitt's, Inc. and
Brian J. Martin dated October 11, 1996
10.8* Form of Restricted Stock Grant Agreement under
the Proffitt's, Inc. 1994 Long-Term Incentive
Plan granted to Brian J. Martin dated October
11, 1996
10.9* Form of Second Amended and Restated Employment
Agreement by and between Proffitt's, Inc. and
James A. Coggin dated October 11, 1996
10.10* Form of Restricted Stock Grant Agreement under
the Proffitt's, Inc. 1994 Long-Term Incentive
Plan granted to James A. Coggin dated October
11, 1996
10.11* Form of Second Amended and Restated Employment
Agreement by and between Proffitt's, Inc. and
R. Brad Martin dated October 11, 1996
10.12* Form of Restricted Stock Grant Agreement under
the Proffitt's, Inc. 1994 Long-Term Incentive
Plan granted to R. Brad Martin dated October
11, 1996
11.1* Statement re: Computation of Earnings per
Common Share
27.1* Financial Data Schedule
- --------------------------
* Previously filed
(b) Form 8-K Reports.
A report on Form 8-K was filed with the Commission on
October 24, 1996 regarding the acquisition of Parisian, Inc. by
Proffitt's, Inc.
A report on Form 8-K was filed with the Commission on
November 17, 1996 regarding the proposed merger of Proffitt's,
Inc. and G.R. Herberger's, Inc.
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, INC.
______________________________
Registrant
12/31/96
______________________________
Date
/s/ Douglas E. Coltharp
______________________________
Douglas E. Coltharp
Executive Vice President and
Chief Financial Officer
