-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L2hkVX0gxfLbJIL9KZZE1uyRi23lJIYROZf3bw/uOcn8sW0xeEX4z2ryE+fgJpK5 YxuJEZfwdga/X60xp3yU9Q== 0000950124-96-002338.txt : 19960525 0000950124-96-002338.hdr.sgml : 19960525 ACCESSION NUMBER: 0000950124-96-002338 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960523 ITEM INFORMATION: Other events FILED AS OF DATE: 19960524 SROS: CSX SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: KMART CORP CENTRAL INDEX KEY: 0000056824 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 380729500 STATE OF INCORPORATION: MI FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00327 FILM NUMBER: 96572286 BUSINESS ADDRESS: STREET 1: 3100 W BIG BEAVER RD CITY: TROY STATE: MI ZIP: 48084 BUSINESS PHONE: 8106431000 MAIL ADDRESS: STREET 1: 3100 W BIG BEAVER ROAD CITY: TROY STATE: MI ZIP: 48084 FORMER COMPANY: FORMER CONFORMED NAME: KRESGE S S CO DATE OF NAME CHANGE: 19770921 8-K 1 FORM 8-K 1 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) May 24, 1996 -------------------- KMART CORPORATION (Exact Name of Registrant as Specified in its Charter) MICHIGAN (State or Other Jurisdiction of Incorporation) 1-327 38-0729500 (Commission File Number) (I.R.S. Employer Identification No.) 3100 WEST BIG BEAVER ROAD, TROY, MICHIGAN 48084 (Address of Principal Executive Offices)(Zip Code) (810) 643-1000 (Registrant's Telephone Number, Including Area Code) N/A (Former Name or Former Address, if Changed Since Last Report) 2 ITEM 5. OTHER EVENTS On May 21, 1996, Kmart Corporation issued a press release announcing 1996 first quarter results attached hereto as Exhibit 99. 3 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. KMART CORPORATION (Registrant) By: /s/ Martin E. Welch III -------------------------------- Martin E. Welch III Senior Vice President and Chief Financial Officer Date: May 24, 1996 4 EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 23.1 Consent of Independent Accountants 99 Press Release dated May 21, 1996
EX-23.1 2 EXHIBIT 23.1 1 EXHIBIT 23.1 Consent of Independent Accountants We hereby consent to the use in the Prospectus Supplement constituting part of the Registration Statement on Form S-3 (No. 33-64905) of our report dated March 7, 1996, relating to the consolidated financial statements of Kmart Corporation, which appears in such Prospectus Supplement. We also consent to the reference to us under the heading "Experts" in the Prospectus and Prospectus Supplement. We also consent to the reference to us under the headings "Summary Historical Consolidated Financial Information" and "Selected Historical Consolidated Financial Information" in the Prospectus Supplement. However, it should be noted that Price Waterhouse LLP has not prepared or certified such "Summary Historical Consolidated Financial Information" or "Selected Historical Consolidated Financial Information". Price Waterhouse LLP Detroit, MI May 24, 1996 EX-99 3 EXHIBIT 99 1 EXHIBIT 99 May 21, 1996 Robert M. Burton Director, Investor Relations (810) 643-1040 Shawn M. Kahle Vice President, Corporate Affairs (810) 637-4201 FOR IMMEDIATE RELEASE KMART CORPORATION REPORTS 1996 FIRST-QUARTER RESULTS TROY, Mich., May 21, 1996 -- Kmart Corporation (NYSE: KM) today reported a loss from continuing operations of $38 million, or $0.08 per share, compared with a loss from continuing operations of $109 million, or $0.24 per share in the first quarter of 1995, before giving effect to the impact of discontinued operations and non-recurring activities in 1996 and 1995, respectively. Kmart's net loss for the first quarter of 1996 was $99 million, or $0.21 per share. The first quarter of 1996 included a net charge for discontinued operations of $61 million, or $0.13 per share, resulting from participation in the recent initial public offering of Thrifty PayLess Holdings, Inc. and the revaluation of the Company's remaining holding. This compares to a net loss of $28 million, or $0.06 per share, in the first quarter of 1995, which included the positive impact of a pension curtailment gain of $84 million net of tax, or $0.18 per share, relating to the freezing of the Kmart defined benefit pension plan. Total sales in the first quarter were $7.580 billion, an increase of 1.8% from $7.443 billion for the first quarter of 1995. Sales levels were adversely affected by lower numbers of operating stores and colder weather during the period. The gross margin for the first quarter was 21.9% of sales versus 22.2% last year, reflecting increased volumes of lower-margin items and consumables in the mix of sales. The selling, general and administrative (SG&A) expense ratio for the quarter was 21.9% of sales versus 23.7% for the comparable 1995 period. 2 KMART CORPORATION REPORTS FIRST QUARTER 1996 RESULTS 2-2-2 Commenting on first quarter results, Floyd Hall, chairman, president and chief executive officer, said, "Our overall performance for the quarter was on plan. Sales in our U.S. Kmart stores increased 4.5% on a comparable store basis in the first quarter, despite weather-related softness around the Easter holiday. Our gross margin rates also felt the effects of cold weather on higher-margin seasonal goods, together with ongoing promotional activity in the hardlines area." "We made major improvements in the area of cost reduction," Hall said. "Our first quarter SG&A expenses were reduced by $105 million over last year, reflecting some of the decisions of 1995, predominantly the closing of unproductive stores and the sale of the auto service business. We expect to see solid progress in expense control over the remainder of the year." Kmart Corporation serves America with 2,159 Kmart plus 167 Builders Square retail outlets and 134 stores internationally. Kmart Corporation common stock is listed on the New York, Pacific, and Chicago Stock Exchanges. 3 KMART CORPORATION REPORTS FIRST QUARTER 1996 RESULTS 3-3-3 KMART CORPORATION SALES AND OPERATING RESULTS BY BUSINESS 13 WEEKS ENDED MAY 1, 1996 AND APRIL 26, 1995 SALES
% Change All Comparable (Millions U.S. $) 5-1-96 4-26-95 Stores Stores (b) --------- --------- --------------------- General Merchandise- United States $ 6,692 $ 6,564 2.0 4.5 International 283 249 13.7 4.5 (a) --------- --------- Total General Merchandise 6,975 6,813 2.4 4.5 Specialty Retail- Builders Square 605 630 (4.0) (0.8) --------- --------- Total Kmart $ 7,580 $ 7,443 1.8 2.3 ========= =========
(a) International comparable store sales change is calculated on sales in the applicable local currency. (b) Comparable store sales are based on the 13 week accounting periods ended 5-1-96 and 4-26-95. OPERATING RESULTS
(Millions U.S.$) 5-1-96 4-26-95 % Change --------- --------- ---------- General Merchandise- United States (a) $ 58 $ 86 (32.6) International (1) (5) (80.0) --------- --------- Total General Merchandise 57 81 (29.6) Specialty Retail- Builders Square 0 (11) 100.0 --------- --------- Total Kmart (a) (b) $ 57 $ 70 (18.6) ========= =========
(a) 1995 includes $124 million one time gain resulting from pension curtailment. (b) The pretax LIFO charge for the 1996 period was $8 million, compared with $7 million for the 1995 first quarter. 4 KMART CORPORATION REPORTS FIRST QUARTER 1996 RESULTS 4-4-4 KMART CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS
13 Weeks 13 Weeks % Ended Ended Inc. (Amounts in millions, except per share data) 5-1-96 4-26-95 (Dec) --------- --------- ------- Sales $ 7,580 $7,443 1.8 Cost of merchandise sold 5,921 5,788 2.3 --------- --------- Gross profit 1,659 1,655 0.2 Licensee fees and other income 60 58 3.4 Selling, general and administrative expenses 1,662 1,767 (5.9) Gain on pension curtailment - (124) - --------- --------- Operating income 57 70 (18.6) Interest expense, net 116 109 6.4 Loss from continuing retail operations before income --------- --------- taxes and equity income (59) (39) 51.3 Equity in net income of unconsolidated companies 2 2 - Income tax benefit (19) (12) 58.3 --------- --------- Net loss from continuing retail operations (38) (25) 52.0 Loss from discontinued operations, net of income taxes - (3) - Loss on disposal of discontinued operations, net of income taxes (61) - - --------- --------- Net loss ($ 99) ($ 28) - ========= ========= Loss per common share: Continuing retail operations ($ 0.08) ($ 0.06) Loss from discontinued operations - ( 0.00) Loss on disposal of discontinued operations ( 0.13) - ---------- -------- Net loss ($ 0.21) ($ 0.06) ========== ======== Weighted average shares outstanding 482.1 458.8 * The consolidated statement of operations for the prior period has been restated for discontinued operations.
5 KMART CORPORATION REPORTS FIRST QUARTER 1996 RESULTS 5-5-5 KMART CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
13 Weeks 13 Weeks Ended Ended (Amounts in millions) 5-1-96 4-26-95 ---------- ----------- Cash Flows From Operating Activities: Loss from continuing retail operations $(38) $(25) Adjustments to reconcile net loss to net cash provided by (used for) operations: Depreciation and amortization 159 176 Deferred income taxes 60 80 Undistributed equity income and dividends received 62 (8) Decrease in other long-term liabilities (52) (313) Changes in certain assets and liabilities 157 (187) ---------- ----------- Net cash provided by (used for) continuing retail operations 348 (277) Discontinued operations 32 130 ---------- ----------- Net cash provided by (used for) operating activities 380 (147) Cash Flows From Investing Activities: Capital expenditures (51) (123) Proceeds from asset sales and divestitures, net 177 22 Other, net (4) 8 ---------- ----------- Net cash provided by (used for) investing activities 122 (93) Cash Flows From Financing Activities: Proceeds from long-term debt and notes payable - 546 Reductions in long-term debt and notes payable (19) (194) Reduction in capital lease obligations (25) (26) Dividends paid - (112) Other, net 21 6 ---------- ----------- Net cash provided by (used for) financing activities (23) 220 Net increase (decrease) in cash 479 (20) Cash at beginning of year 1,095 353 ---------- ----------- Cash at end of period $1,574 $333 ========== ===========
* The consolidated cash flow statement for the prior period has been restated for discontinued operations. 6 KMART CORPORATION REPORTS FIRST QUARTER 1996 RESULTS 6-6-6 KMART CORPORATION CONSOLIDATED BALANCE SHEETS
(Amounts in millions) 5-1-96 4-26-95 ------------- ------------ ASSETS Current Assets: Cash (including temporary investments of $1,082 and $41, respectively) $1,574 $333 Merchandise inventories 7,356 7,294 Other current assets 1,045 1,468 Net current assets of discontinued operations 157 340 ------------- ---------- Total current assets 10,132 9,435 Investments in affiliated retail companies 32 111 Property and equipment - net 5,093 5,970 Other assets and deferred charges 870 262 Net long-term assets of discontinued operations - 1,099 ------------- ---------- TOTAL ASSETS $16,127 $16,877 ============= ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Long-term debt due within one year $248 $84 Notes payable - 1,294 Accounts payable - trade 2,756 3,127 Accrued payrolls and other liabilities 1,181 1,076 Taxes other than income taxes 226 330 Income taxes 5 83 ------------- ---------- Total current liabilities 4,416 5,994 Capital lease obligations 1,601 1,754 Long-term debt and notes payable 3,674 1,957 Other long-term liabilities 1,239 1,217 Shareholders' Equity: Preferred stock, 10,000,000 shares authorized; Series C, 790,287 shares authorized; 654,815 shares issued at April 26, 1995 - 131 Common stock, 1,500,000,000 shares authorized; shares issued 486,576,469, and 464,770,564, respectively 486 465 Capital in excess of par value 1,610 1,508 Retained earnings 3,227 3,989 Treasury shares and restricted stock (59) (86) Foreign currency translation adjustment (67) (52) ------------- ---------- Total shareholders' equity 5,197 5,955 ------------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $16,127 $16,877 ============= ========== * The consolidated balance sheet for the prior period has been restated for discontinued operations.
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