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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
August 3, 1998
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PROFFITT'S, INC.
(Exact name of registrant as specified in its charter)
Tennessee 1-13113 62-0331040
(State of incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
750 Lakeshore Parkway
Birmingham, Alabama 35211
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (205) 940-4000
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Item 5. Other Events.
On August 18, 1998, Proffitt's, Inc. announced the company's
earnings for the second quarter ended August 1, 1998. Pursuant to
General Instruction F to Form 8-K, the August 18, 1998 Press
Release is incorporated herein by reference and is attached hereto
as Exhibit 99.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed as a part of this
report:
Exhibit
Number Description
99 Press Release dated August 18, 1998 regarding
Proffitt's, Inc. Reports Record Operating Results
for the Second Quarter Ended August 1, 1998
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 hereunto duly authorized.
PROFFITT'S INC.
/s/ Brian J. Martin
Date: August 20, 1998 ___________________________
Brian J. Martin
(Printed)
Executive Vice President and General
Counsel
(Title)
PROFFITT'S, INC. REPORTS RECORD OPERATING
RESULTS FOR THE SECOND QUARTER ENDED AUGUST 1, 1998
Contact: Julia Bentley
(423) 981-6243
The management of Proffitt's, Inc. has scheduled a conference call
at 10:00 a.m. Eastern Time on Wednesday, August 19, 1998, to
discuss the second quarter results. To participate, please call
(816) 650-0773 (10 minutes prior to the call). There will be a
replay of the call at 2:00 p.m. Eastern Time the same day. The
dial-in number is (816) 650-0771.
Birmingham, Alabama (August 18, 1998)--Department store retailer
Proffitt's, Inc. (NYSE: PFT) ("Proffitt's" or the "Company")
today announced results for the second quarter and six months ended
August 1, 1998.
Proffitt's merged with Carson Pirie Scott & Co. ("Carson's") on
January 31, 1998, immediately before the Company's most recent
fiscal year end. Results discussed herein are consolidated and
have been restated to include Carson's for the prior year due to
the pooling-of-interests accounting treatment. Earnings per share
numbers below are diluted, and average shares outstanding below
reflect the Company's October 1997 2-for-1 Common Stock split.
As previously announced, for the second quarter ended August 1,
1998, total Company sales were $777.1 million, a 6% increase over
sales of $736.1 million in the prior year. Total Company sales
increased 4% on a comparable stores basis for the second quarter.
Prior to the non-recurring items outlined below, net income for the
quarter ended August 1, 1998 totaled $18.6 million, or $.20 per
share, compared to $12.0 million, or $.14 per share, in the prior
year, representing a 55% increase in net income and a 43% increase
in earnings per share. For the quarter, weighted average diluted
shares outstanding totaled 94.0 million this year compared to 86.5
million last year.
As expected, the Company incurred certain non-recurring charges for
the second quarter ended August 1, 1998 totaling $4.6 million after
tax, or $.05 per share. The Company incurred non-recurring charges
of $5.0 million after tax, or $.06 per share, in the prior year
second quarter ended August 2, 1997.
After recognition of the non-recurring items, the Company realized
net income of $14.0 million, or $.15 per share, for the quarter
ended August 1, 1998, compared to $6.9 million, or $.08 per share,
last year.
(more)
As previously announced, on a year-to-date basis, total Company
sales were $1,610.3 million compared to $1,520.6 million last year,
a 6% increase. On a comparable stores basis, year-to-date total
Company sales increased 4% over last year.
Prior to the non-recurring items outlined below, net income for the
six months ended August 1, 1998 totaled $41.6 million, or $.44 per
share, compared to $26.9 million, or $.31 per share, in the prior
year, a 55% increase in net income and a 42% increase in earnings
per share. For the six months, weighted average shares outstanding
totaled 93.7 million this year compared to 86.2 million last year.
For the six months, non-recurring items totaled $6.7 million after
tax, or $.07 per share. For the prior year period ended August 2,
1997, non-recurring items totaled $6.8 million after tax, or $.08
per share.
After recognition of the non-recurring items, the Company realized
net income of $34.9 million, or $.37 per share, for the six months
ended August 1, 1998, compared to $20.2 million, or $.23 per share,
last year.
Second quarter and year-to-date current and prior year net income
and diluted earnings per share performance is summarized as follows
(numbers may not foot due to rounding):
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
----------------------- -----------------------
8/1/98 8/2/97 8/1/98 8/2/97
---------- ---------- --------- ----------
Aftter After After
Tax $ EPS Tax $ EPS Tax $ EPS Tax$ EPS
(in mil.) (in mil.) (in mil) (in mil.)
---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net income before non-recurring
items $18.6 $.20 $12.0 $.14 $41.6 $.44 $26.9 $.31
Non-recurring items:
Merger, restructuring, & integration
costs related to Carson's merger (0.6) (.01) (1.4) (.02)
Merger, restructuring, & integration
costs related to previous mergers (1.8) (.02) (1.0) (.01) (2.2) (.02) (1.9) (.02)
Loss on long-lived assets (0.2) (0.2)
ESOP expenses (0.7) (.01) (1.1) (.01)
Extraordinary loss on extinguishment
of debt (0.3) (1.1) (.01) (0.3) (1.1) (.01)
Year 2000 expenses (1.6) (.02) (2.2) (.03) (2.5) (.03) (2.6) (.03)
---- ---- ---- ---- ---- ---- ---- ----
Net income after non-recurring items $14.0 $.15 $6.9 $.08 $34.9 $.37 $20.2 $.23
</TABLE>
On August 17, 1998, the Company announced that its
Registration Statement relating to its planned acquisition
of Saks Holdings, Inc. ("Saks"), the holding company for
Saks Fifth Avenue, had been declared effective by the
Securities and Exchange Commission. Special meetings of shareholders
for both companies are scheduled for September 16, 1998, and the
transaction is expected to close shortly after the special
meetings. Upon the completion of the merger with Saks, the
corporate name of the Company will be changed from Proffitt's, Inc.
to Saks Incorporated.
(more)
On August 3, 1998, Proffitt's announced its planned acquisition
of 15 department stores from Dillard's, Inc. This transaction
is scheduled to close by the end of the third fiscal quarter of 1998.
R. Brad Martin, Chairman and Chief Executive Officer of
Proffitt's, Inc., commented, "Our record second quarter
operating performance reflects solid comparable store sales growth of
4%, the expansion of our merchandise margins by 40 basis points,
and achieving a reduction of 50 basis points in our selling,
general, and administrative expenses. Our operating teams
continue to focus on our customers and achieved our business
plans in the midst of the merger activities related to Saks
and the negotiations for the Mercantile/Dillard's properties. We
are very excited about our planned merger with Saks Holdings, Inc.
as well as the acquisition of the 15 stores from Dillard's.
These strategic transactions further position us for a most
promising future. We remain well-positioned to achieve our
operating plans for the balance of 1998."
Proffitt's, Inc. currently operates 231 department stores and
four free-standing furniture stores in twenty-four states under
the names of Proffitt's, McRae's, Younkers, Parisian,
Herberger's, Carson Pirie Scott, Boston Store, and Bergner's.
Upon completion of the merger with Saks and the acquisition of
the Dillard's stores, the Company will operate over 300
department and specialty department stores, as well as 39 Off
5th stores, in 38 states.
Certain of the information presented in the press release is
"forward-looking" information within the definition of the
Federal securities laws. The forward-looking information
presented in this press release is premised on many factors,
some of which are outlined below. Actual consolidated results
might differ materially from projected forward-looking
information if there are any material changes in management's assumptions.
The forward-looking information and statements are based on a series
of projections and estimates and involve certain risks and
uncertainties. Potential risks and uncertainties include such
factors as the level of consumer spending for apparel and
other merchandise carried by the Company; the competitive
pricing environment within the department and specialty store
industries; the effectiveness of planned advertising, marketing,
and promotional campaigns; appropriate inventory management;
realization of planned synergies; effective cost containment;
and solution of Year 2000 systems issues by the Company and its
suppliers. For additional information regarding these and other
risk factors, please refer to the Company's public filings with
the Securities and Exchange Commission, which may be accessed via
EDGAR through the internet at www.sec.gov.
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