<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended July 30, 1994
Commission file number 1-10259
WABAN INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 33-0109661
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Mercer Road
Natick, Massachusetts 01760
(Address of principal executive offices) (Zip Code)
(508) 651-6500
(Registrant's telephone number, including area code)
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 .
--- ---
The number of shares of Registrant's common stock outstanding as of August 27,
1994: 33,145,859
<PAGE>
<TABLE>
PART 1 FINANCIAL INFORMATION
WABAN INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<CAPTION>
Thirteen Weeks Ended
--------------------
July 30, July 31,
1994 1993
-------- -------
(In Thousands Except
Per Share Amounts)
<S> <C> <C>
Net sales $951,804 $967,209
------- -------
Cost of sales, including buying and occupancy costs 808,356 829,771
Selling, general and administrative expenses 104,787 111,959
Interest on debt and capital leases (net) 4,001 3,014
------- -------
Total expenses 917,144 944,744
------- -------
Income before income taxes 34,660 22,465
Provision for income taxes 13,518 8,761
------- -------
Net income $ 21,142 $ 13,704
======= =======
Net income per common share (see Exhibit 11 for
detailed computations):
Primary $ 0.63 $ 0.41
======= =======
Fully diluted $ 0.59 $ 0.39
======= =======
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
<TABLE>
WABAN INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<CAPTION>
Twenty-Six Weeks Ended
----------------------
July 30, July 31,
1994 1993
-------- -------
(In Thousands Except
Per Share Amounts)
<S> <C> <C>
Net sales $1,772,644 $1,801,434
--------- ---------
Cost of sales, including buying and occupancy costs 1,512,091 1,550,617
Selling, general and administrative expenses 203,895 215,088
Interest on debt and capital leases (net) 7,033 6,010
--------- ---------
Total expenses 1,723,019 1,771,715
--------- ---------
Income before income taxes and cumulative effect of
accounting principle changes 49,625 29,719
Provision for income taxes 19,354 11,590
--------- -------
Income before cumulative effect of accounting principle
changes 30,271 18,129
Cumulative effect of accounting principle changes - 905
--------- ---------
Net income $ 30,271 $ 19,034
========= =========
Income per common share (see Exhibit 11 for detailed
computations):
Primary earnings per share:
Income before cumulative effect of accounting
principle changes $ 0.91 $ 0.54
Cumulative effect of accounting principle changes - 0.03
--------- ---------
Net income $ 0.91 $ 0.57
========= =========
Fully diluted earnings per share:
Income before cumulative effect of accounting
principle changes $ 0.86 $ 0.54
Cumulative effect of accounting principle changes - 0.03
--------- ---------
Net income $ 0.86 $ 0.57
========= =========
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
<TABLE>
WABAN INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<CAPTION>
July 30, January 29, July 31,
1994 1994 1993
-------- ---------- --------
(Dollars In Thousands)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 122,733 $ 19,877 $ 38,490
Marketable securities - - 104
Accounts receivable 53,479 62,447 44,313
Merchandise inventories (net) 527,033 505,188 516,417
Current deferred income taxes 33,581 36,996 14,400
Prepaid expenses 17,250 9,662 17,661
--------- --------- ---------
Total current assets 754,076 634,170 631,385
--------- --------- ---------
Property at cost:
Land and buildings 253,162 222,522 211,808
Leasehold costs and improvements 59,938 59,844 72,559
Furniture, fixtures and equipment 215,041 195,740 203,834
--------- --------- ---------
528,141 478,106 488,201
Less accumulated depreciation
and amortization 113,229 96,623 108,055
--------- --------- ---------
414,912 381,483 380,146
--------- --------- ---------
Property under capital leases 17,988 18,452 22,425
Less accumulated amortization 7,276 6,924 8,011
--------- --------- ---------
10,712 11,528 14,414
--------- --------- ---------
Property held for sale (net) 19,677 30,247 -
Deferred income taxes 1,166 4,967 -
Other assets 14,082 10,599 9,962
--------- --------- ---------
Total assets $1,214,625 $1,072,994 $1,035,907
========= ========= =========
LIABILITIES
Current liabilities:
Current installments of long-
term debt $ 12,733 $ 13,814 $ 13,812
Accounts payable 278,665 253,232 245,828
Restructuring reserve 21,140 29,444 -
Accrued expenses and other
current liabilities 134,785 129,637 104,904
Accrued federal and state
income taxes 5,055 2,970 8,669
Obligations under capital leases
due within one year 1,143 1,264 1,442
--------- --------- ---------
Total current liabilities 453,521 430,361 374,655
--------- --------- ---------
Real estate financings, exclusive of
current installments 2,141 4,075 4,100
General corporate debt 36,000 48,000 48,000
Senior subordinated debt 100,000 - -
Convertible subordinated debt 108,600 108,600 108,600
Obligations under capital leases,
less portion due within one year 12,842 13,379 17,560
Noncurrent restructuring reserve 27,300 28,642 -
Other noncurrent liabilities 22,159 19,445 17,283
Deferred income taxes - - 9,373
STOCKHOLDERS' EQUITY
Common stock, par value $.01,
authorized 190,000,000 shares,
issued and outstanding 33,144,894,
33,086,295 and 33,096,467 shares 331 331 331
Additional paid-in capital 324,214 322,915 321,943
Retained earnings 127,517 97,246 134,062
--------- --------- ---------
Total stockholders' equity 452,062 420,492 456,336
--------- --------- ---------
Total liabilities and
stockholders' equity $1,214,625 $1,072,994 $1,035,907
========= ========= =========
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
<TABLE>
WABAN INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Twenty-Six Weeks Ended
----------------------
July 30, July 31,
1994 1993
-------- -------
(In Thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $30,271 $ 19,034
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization of property 19,559 17,696
Loss on property disposals 223 238
Other non-cash items, net 538 222
Deferred income taxes 7,216 (4,582)
Increase (decrease) in cash
due to changes in:
Accounts receivable 8,968 (2,908)
Merchandise inventories (21,845) 8,585
Prepaid expenses (7,588) (8,450)
Other assets, net (852) (405)
Accounts payable 25,433 6,811
Restructuring reserves (9,646) -
Accrued expenses 13,173 6,557
Accrued income taxes 2,085 4,746
Other noncurrent liabilities 2,714 1,427
------ ------
Net cash provided by operating activities 70,249 48,971
------ ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Sale of marketable securities - 16,801
Property additions (55,791) (60,511)
Property disposals 5,924 14
------ ------
Net cash used in investing activities (49,867) (43,696)
------ ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt, net of
issuance costs of $2,631 97,369 -
Repayment of long-term debt (15,015) (2,199)
Repayment of capital lease obligations (641) (667)
Proceeds from sale and issuance of
common stock 761 437
------ ------
Net cash provided by (used in)
financing activities 82,474 (2,429)
------ ------
Net increase in cash
and cash equivalents 102,856 2,846
Cash and cash equivalents at
beginning of year 19,877 35,644
------- ------
Cash and cash equivalents at
end of period $122,733 $38,490
======= ======
Supplemental cash flow information:
Interest paid $ 6,674 $ 6,675
Income taxes paid 10,053 9,344
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The results for the first six months are not necessarily indicative of
results for the full fiscal year because the Company's business, in common with
the business of retailers generally, is subject to seasonal influences. BJ's
sales and profits have been strongest in the Christmas holiday season, while
HomeBase's sales and profits have typically been strongest in the spring
building season.
2. The financial statements are unaudited and reflect all normal recurring
adjustments considered necessary by the Company for a fair presentation of its
financial statements in accordance with generally accepted accounting
principles.
3. These interim financial statements should be read in conjunction with the
consolidated financial statements and related notes contained in the Annual
Report on Form 10-K for the fiscal year ended January 29, 1994.
4. In the quarter ended January 29, 1994, the Company recorded a pre-tax
restructuring charge of $101.1 million, primarily related to repositioning its
HomeBase division. Eight warehouse stores were closed in that quarter in
connection with the restructuring. The sales and operating income or losses of
16 other HomeBase warehouse stores planned to be closed as part of the
restructuring have been excluded from results for the periods ended July 30,
1994. Three of these 16 warehouse stores were closed in the second quarter.
5. The cumulative effect of accounting principle changes in the six months
ended July 31, 1993 includes the adoption of the following accounting
pronouncements (amounts shown on a post-tax basis in thousands):
SFAS No. 109, "Accounting for Income Taxes" $1,616
SFAS No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions," net of tax benefit of $138 (210)
SFAS No. 112, "Employers' Accounting for Postemployment
Benefits," net of tax benefit of $328 (501)
-----
$ 905
=====
6. In the quarter ended July 30, 1994, the Company issued $100,000,000 of 11%
Senior Subordinated Notes due May 15, 2004. The net proceeds to the Company
are approximately $97.3 million.
7. Presented below is information relative to the operating results of the
Company's business segments (dollars in thousands). The 81 HomeBase warehouses
shown as in operation at July 30, 1994 include thirteen units that are planned
to be closed in connection with that division's restructuring and whose sales
and operating results are excluded from the Company's reported operating
results.
<TABLE>
<CAPTION>
Thirteen Weeks Ended Twenty-Six Weeks Ended
-------------------- ----------------------
July 30, July 31, July 30, July 31,
1994 1993 1994 1993
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales:
BJ's Wholesale Club $564,123 $499,097 $1,050,910 $ 918,766
HomeBase 387,681 468,112 721,734 882,668
------- ------- --------- ---------
$951,804 $967,209 $1,772,644 $1,801,434
======= ======= ========= =========
Operating income:
BJ's Wholesale Club $ 16,361 $ 10,092 $ 24,444 $ 13,883
HomeBase 24,401 18,372 36,193 26,729
General corporate expense (2,101) (2,985) (3,979) (4,883)
------- ------- --------- ---------
38,661 25,479 56,658 35,729
Interest on debt and capital
leases (net) (4,001) (3,014) (7,033) (6,010)
------- ------- -------- ---------
Income before income taxes $ 34,660 $ 22,465 $ 49,625 $ 29,719
======= ======= ======== =========
</TABLE>
Warehouses in operation - end of period:
- - ---------------------------------------
BJ's Wholesale Club 57 46
HomeBase 81 87
<PAGE>
Management's Discussion and Analysis
of Financial Condition and Results of Operations
Thirteen Weeks (Second Quarter) and Twenty-Six Weeks (Six Months) Ended July
30, 1994 versus Thirteen and Twenty-Six Weeks Ended July 31, 1993.
Results of Operations
- - ---------------------
The Company's results for the quarter and six months ended July 30, 1994
exclude the sales and operating income or losses of 16 HomeBase warehouse
stores closed or planned to be closed in connection with the Company's
restructuring announced in last year's fourth quarter, when the Company
recorded a $101.1 million pre-tax restructuring charge. Three of these stores
were closed during this year's second quarter. Last year's second quarter
results included sales of $94.5 million and a combined operating loss of $1.7
million from these 16 stores and eight HomeBase stores located in the Midwest
that were closed at the end of last year as part of the restructuring. In the
first six months of last year, these 24 stores had sales of $174.7 million and
combined operating losses of $4.9 million. Last year's third quarter results
included sales of $80.6 million and combined operating losses of $2.6 million,
and the fourth quarter included sales of $15.2 million and break-even operating
income from these stores.
As a result of the elimination of these 24 HomeBase warehouse stores as part of
the restructuring, Waban's consolidated net sales decreased by 1.6% in the
second quarter and by 1.6% in the first six months from amounts reported in the
same periods last year. Compared to the prior year, total sales increased at
BJ's by 13.0% in the second quarter and by 14.4% year-to-date, and HomeBase's
total sales decreased by 17.2% in the second quarter and by 18.2% year-to-date.
Comparable warehouse sales decreased by 3.6% at BJ's and by 1.2% at HomeBase in
this year's second quarter. For the first half of this year, comparable
warehouse sales decreased by 3.2% at BJ's and by 2.3% at HomeBase. Sales
comparisons at both divisions continued to be affected by new competition and
by economic conditions in their major markets which were more difficult than
those generally experienced in other regions of the country.
Cost of sales (including buying and occupancy costs) as a percentage of sales
was 84.9% in this year's second quarter versus 85.8% in the comparable period
last year. For the first six months, the cost of sales percentage was 85.3%
compared to 86.1% last year. Gross selling margins increased at both
divisions, particularly at HomeBase, while the proportion of sales contributed
by BJ's, which is a lower margin business than HomeBase, increased.
Selling, general and administrative (SG&A) expenses, as a percentage of sales,
were 11.0% in the second quarter this year compared to 11.6% in last year's
second quarter. Year-to-date SG&A expenses were 11.5% this year versus 11.9%
in the comparable period last year. Included in SG&A expenses (and in General
Corporate Expense in Note 7 to the Consolidated Financial Statements) for the
quarter and six months ended July 31, 1993 were pre-tax severance costs of $1.0
million incurred with respect to the Company's former president and chief
executive officer. The ratio of SG&A expenses to sales was lower this year
because of BJ's increased proportion of consolidated sales and improved
operating efficiencies at BJ's. HomeBase's SG&A expenses as a percentage of
sales increased this year primarily because of increased store payroll to
provide improved customer service.
BJ's operating income in this year's second quarter was $16.4 million versus
$10.1 million in the comparable period last year, and its year-to-date
operating income was $24.4 million compared to $13.9 million last year. These
increases reflect improved gross selling margins, tight expense control and
efficiencies in merchandise distribution. The year-to-date comparison also
benefitted from a weak first quarter performance last year.
Operating income at HomeBase in this year's second quarter was $24.4 million
compared to $18.4 million in the same period last year, and year-to-date
operating income was $36.2 million versus $26.7 million last year. While the
increase in operating income in the first quarter was due primarily to the
elimination of underperforming units as part of HomeBase's restructuring, the
ongoing stores accounted for most of the increase in HomeBase's second quarter
operating income. Higher gross margins more than offset higher store payrolls.
These results reflect HomeBase's strategic initiative to improve customer
service and achieve higher gross margins.
The components of net interest expense were as follows (in thousands):
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
------------------- ------------------
July 30, July 31, July 30, July 31,
1994 1993 1994 1993
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Interest expense on debt $5,188 $2,658 $8,238 $5,243
Interest and investment income (1,632) (288) (2,104) (538)
----- ----- ----- -----
Interest on debt (net) 3,556 2,370 6,134 4,705
Interest on capital leases 445 644 899 1,305
----- ----- ----- -----
Interest on debt and capital
leases (net) $4,001 $3,014 $7,033 $6,010
===== ===== ===== =====
</TABLE>
The increases in interest expense on debt and interest and investment income in
this year's second quarter were due primarily to the issuance of $100 million
of 11% Senior Subordinated Notes in May 1994 and investment of the net proceeds
of approximately $97.3 million. Interest expense on debt was net of
capitalized interest of $647,000 in this year's second quarter and $1,288,000
year-to-date. Last year's capitalized interest was $763,000 and $1,586,000 in
the second quarter and the first six months, respectively.
The year-to-date provision for income taxes was 39% both this year and last
year.
Net income for the second quarter was $21.1 million, or $.59 per share, fully
diluted, compared to $13.7 million, or $.39 per share, in the second quarter of
last year. For the first six months, net income was $30.3 million, or $.86 per
share, fully diluted, versus $19.0 million, or $.57 per share, in the
comparable period last year. Last year's six-month results included net income
of $.9 million, or $.03 per share, associated with the adoption of changes in
methods of accounting for income taxes, postretirement benefits and
postemployment benefits. (See Note 5 of Notes to Consolidated Financial
Statements for additional information.)
The Company operated 81 HomeBase warehouse stores at July 30, 1994, including
13 units which are planned to close in connection with HomeBase's
restructuring, and whose sales and operating results are excluded from the
Company's reported operating results. HomeBase operated 87 warehouse stores as
of July 31, 1993. The number of BJ's clubs in operation at July 30, 1994 was
57 versus 46 one year earlier.
Liquidity and Capital Resources
- - -------------------------------
In May 1994 the Company issued $100 million of 11% Senior Subordinated Notes
due May 15, 2004. The proceeds (net of expenses) to the Company of
approximately $97.3 million will be used to fund the opening of new stores,
including the acquisition of real estate and the construction of stores, and
for general corporate purposes. During the month of May 1994 the Company also
repaid the $20 million balance outstanding under its bank credit agreement and
made a scheduled principal repayment of $12 million on its 9.58% senior notes.
After receiving the proceeds of the senior subordinated notes, the Company
terminated its bank credit facility during the second quarter. This agreement
was scheduled to expire on January 28, 1995. The Company expects to establish
a new bank credit facility in the future.
Cash expended for property additions in the first six months of the fiscal year
was $55.8 million compared to $60.5 million in the same period last year.
Through July 30, 1994 the Company opened two new HomeBase warehouse stores and
six new BJ's clubs, including the relocation of one club, and closed three
HomeBase warehouse stores. Last year the Company opened two HomeBase stores
and seven BJ's clubs, and closed one HomeBase store in the same time period.
The Company expects to open a total of approximately 12 BJ's clubs (including
the one unit relocated) and three HomeBase warehouse stores in this fiscal
year. Capital expenditures are planned to be approximately $140 million,
including an estimated $80 million for new store real estate. The timing and
amount of actual openings and expenditures may vary from these estimates due to
the complexity of the real estate development process.
The Company's restructuring is expected to generate a significant amount of
cash flow as HomeBase warehouse stores are closed. In addition to tax
benefits, cash flow will be generated principally by the sale of inventory and
property in the thirteen stores remaining to be closed (net of accounts payable
and closing costs) and from the sale of owned real estate. Completion of the
initial phase of the restructuring, including the disposition of all warehouse
store locations and merchandise inventories, is expected to result in $35
million to $45 million of cash inflow (including tax benefits) in addition to
approximately $55 million realized to date since November 1993. The net cash
outflow for long-term lease obligations (net of tax benefits) after closing
these locations is estimated to be $15 million to $20 million over the
remaining terms of the leases, which expire at various dates through 2012. The
actual amount of cash flow could vary from these estimates, depending on
certain factors, principally the Company's ability to sublease or sell closed
HomeBase locations on favorable terms.
As of July 30, 1994, the balance of the current portion of the restructuring
reserve liability was $21.1 million and the noncurrent restructuring reserve
liability was $27.3 million. Merchandise inventories were stated net of a
reserve for write-down of discontinued inventories of $1.6 million, and
property held for sale was stated net of a reserve for write-down of $11.7
million. The balances of deferred tax assets at July 30, 1994 were
significantly higher than those at July 31, 1993, primarily because most of the
restructuring charge was not currently deductible.
As of July 30, 1994, the Company had $122.7 million of cash and cash
equivalents and approved lines of credit with three banks in the aggregate
amount of $45 million, all of which was unused at the end of the second
quarter. The Company expects that its current resources, together with
anticipated cash flow from operations, proceeds from the disposition of
HomeBase inventory and stores, and borrowings expected to be available under a
new bank credit facility that the Company plans to negotiate, will be
sufficient to finance its operations through January 1996. However, the
Company may from time to time seek to obtain additional financing. The
Company's cash requirements may vary, based on its success in disposing of the
HomeBase stores that it plans to close.
Seasonality
- - -----------
BJ's sales and operating income have been strongest in the Christmas holiday
season and lowest in the first quarter of each fiscal year. HomeBase's sales
and earnings are typically lower in the first and fourth quarters than they are
in the second and third quarters, which correspond to the most active season
for home construction.
<PAGE>
PART II. Other Information
-----------------
Item 4 - Submission of Matters to a Vote of Security Holders
---------------------------------------------------
At the 1994 Annual Meeting of Stockholders held on June 14, 1994, two
directors were elected, and the Company's Management Incentive Plan
and Growth Incentive Plan were approved. The tabulation of the vote
was as follows:
<TABLE>
<CAPTION>
Broker
Shares Shares Shares Shares Non-
Voted For Withheld Against Abstaining Votes
--------- -------- ------- ---------- ------
<S> <C> <C> <C> <C> <C>
Directors
- - ---------
Stanley H. Feldberg 29,690,769 177,512 - - -
Arthur F. Loewy 29,690,866 177,415 - - -
Management Incentive
Plan 23,892,019 - 1,745,430 111,533 4,119,299
- - --------------------
Growth Incentive Plan 24,112,142 - 1,516,074 120,766 4,119,299
- - ---------------------
</TABLE>
Item 6 - Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
11.0 Statement regarding computation of per share
earnings.
(b) The Company filed a report on Form 8-K on May 5, 1994
summarizing its sales results for the 4-week and
13-week periods ended April 30, 1994 and May 1, 1993.
<PAGE>
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.
WABAN INC.
----------
(Registrant)
Date: September 9, 1994 /S/ HERBERT J ZARKIN
----------------------------- -----------------------------
Herbert J Zarkin
President and
Chief Executive Officer
Date: September 9, 1994 /S/ DALE N. GARTH
----------------------------- ------------------------------
Dale N. Garth
Senior Vice President and
Chief Financial Officer
<PAGE>
<TABLE>
Exhibit 11
WABAN INC. AND CONSOLIDATED SUBSIDIARIES
COMPUTATION OF NET INCOME PER COMMON SHARE
(Unaudited)
<CAPTION>
Thirteen Weeks Ended Twenty-Six Weeks Ended
---------------------- ----------------------
July 30, July 31, July 30, July 31,
1994 1993 1994 1993
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net income as reported $21,142,000 $13,704,000 $30,271,000 $19,034,000
========== ========== ========== ==========
Net income used for primary
computation $21,142,000 $13,704,000 $30,271,000 $19,034,000
Add (where dilutive):
Tax effected interest
and amortization
of debt expense on
convertible debt 1,091,000 1,102,000 2,176,000 2,204,000
---------- ---------- ---------- ----------
Net income used for fully
diluted computation $22,233,000 $14,806,000 $32,447,000 $21,238,000
========== ========== ========== ==========
Weighted average number of
common shares outstanding 33,135,538 33,103,701 33,119,636 33,073,793
Add (where dilutive):
Assumed exercise of those
options that are common
stock equivalents net
of treasury shares
deemed to have been
repurchased 243,140 77,555 258,078 87,469
---------- ---------- ---------- ----------
Weighted average number of
common and common equivalent
shares outstanding, used for
primary computation 33,378,678 33,181,256 33,377,714 33,161,262
Add (where dilutive):
Assumed exercise of
convertible debt 4,387,879 4,387,879 4,387,879 4,387,879
---------- ---------- ---------- ----------
Adjusted shares outstanding
used for fully diluted
computation 37,766,557 37,569,135 37,765,593 37,549,141
========== ========== ========== ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
the Waban Inc. consolidated statements of income and consolidated balance
sheets filed with the Form 10-Q for the quarter ended July 30,1994 and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-28-1995
<PERIOD-END> JUL-30-1994
<CASH> 122,733
<SECURITIES> 0
<RECEIVABLES> 53,479
<ALLOWANCES> 0
<INVENTORY> 527,033
<CURRENT-ASSETS> 754,076
<PP&E> 546,129
<DEPRECIATION> 120,505
<TOTAL-ASSETS> 1,214,625
<CURRENT-LIABILITIES> 453,521
<BONDS> 259,583
<COMMON> 331
0
0
<OTHER-SE> 451,731
<TOTAL-LIABILITY-AND-EQUITY> 1,214,625
<SALES> 1,772,644
<TOTAL-REVENUES> 1,772,644
<CGS> 1,512,091
<TOTAL-COSTS> 1,512,091
<OTHER-EXPENSES> 203,895
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,033
<INCOME-PRETAX> 49,625
<INCOME-TAX> 19,354
<INCOME-CONTINUING> 30,271
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 30,271
<EPS-PRIMARY> .91
<EPS-DILUTED> .86
</TABLE>
