-----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, VO/UXmcqNYM4fjd07qSYgnGETPCUovljxSnjGRkhWt1cDZuFPIEoCLTzECe74Wp6 0nkhh9n/LJoz9I/0hbQY7w== 0000950103-96-000874.txt : 19960515 0000950103-96-000874.hdr.sgml : 19960515 ACCESSION NUMBER: 0000950103-96-000874 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960513 FILED AS OF DATE: 19960514 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MELVILLE CORP CENTRAL INDEX KEY: 0000064803 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 041611460 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-01011 FILM NUMBER: 96564302 BUSINESS ADDRESS: STREET 1: ONE THEALL ROAD CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 9149254000 MAIL ADDRESS: STREET 1: ONE THEALL ROAD CITY: RYE STATE: NY ZIP: 10580 FORMER COMPANY: FORMER CONFORMED NAME: MELVILLE SHOE CORP DATE OF NAME CHANGE: 19760630 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended March 30, 1996 ___________________ Commission File Number 1-1011 ____________ MELVILLE CORPORATION _______________________________________________________________ (Exact Name of registrant as specified in its charter) NEW YORK 04-1611460 _______________________________________________________________ (State or other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) One Theall Road, Rye, New York 10580 _______________________________________________________________ (Address of principal executive offices) (Zip Code) (914) 925-4000 _______________________________________________________________ (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 _____ Number of shares outstanding of the issuer's Common Stock: Class Outstanding at April 27, 1996 ----- ----------------------------- Common Stock, $1 par value 105,407,413 INDEX ----- Part I. - Financial Information Page No. -------- Consolidated Condensed Statements of Operations - First Quarter Ended March 30, 1996 and April 1, 1995 3 Consolidated Condensed Balance Sheets - As of March 30, 1996, December 31, 1995 and April 1, 1995 ..................................... 4-6 Consolidated Condensed Statements of Cash Flows - First Quarter Ended March 30, 1996 and April 1, 1995 7 Notes to Consolidated Condensed Financial Statements.. 8-9 Management's Discussion and Analysis of Financial Condition and Results of Operations....... 10-12 Review by Independent Auditors........................ 13 Exhibit I - Report of Review by Independent Auditors .......................................... 14 Part II. - Other Information .................... 15 MELVILLE CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) ($ and shares in thousands, except per share data)
First Quarter Ended ---------------------------- March 30, April 1, 1996 1995 ---------- ---------- Net sales $1,744,681 $2,124,714 Cost of goods sold, buying and warehousing costs 1,200,175 1,487,234 ---------- ---------- 544,506 637,480 ---------- ---------- Selling, general and administrative expenses 481,861 617,994 Depreciation and amortization 34,588 51,011 ---------- ---------- 516,449 669,005 ---------- ---------- Operating profit (loss) 28,057 (31,525) Interest expense, net 5,815 8,519 Dividend income (2,734) - ---------- ---------- Other expense, net 3,081 8,519 ---------- ---------- Earnings (loss) from continuing operations before income taxes and cumulative effect of change in accounting principle 24,976 (40,044) Income tax provision (benefit) 10,477 (16,714) ---------- ---------- Earnings (loss) from continuing operations before cumulative effect of change in accounting principle 14,499 (23,330) Loss from discontinued operations, net of income tax benefit of $627 and $2,764 and minority interests in net earnings of $210 and $2,020 (297) (7,024) ---------- ---------- Earnings (loss) before cumulative effect of change in accounting principle 14,202 (30,354) Cumulative effect of change in accounting principle, net - 41,955 ---------- ---------- Net earnings (loss) $ 14,202 $ (72,309) ========== ========== Earnings (loss) per share from continuing operations before cumulative effect of change in accounting principle $0.10 $(0.26) Loss per share from discontinued operations, net - (0.07) ---------- ---------- Earnings (loss) per share before cumulative effect of change in accounting principle 0.10 (0.33) Loss per share from cumulative effect of change in accounting principle, net - (0.40) ---------- ---------- Net earnings (loss) per common share $0.10 $(0.73) ========== ========== Dividends per share of common stock $0.11 $0.38 ========== ========== Weighted average common shares outstanding 105,180 105,209 ========== ==========
See accompanying notes to consolidated condensed financial statements. MELVILLE CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED CONDENSED BALANCE SHEETS As of March 30, 1996, December 31, 1995 and April 1, 1995 ($ in thousands)
March 30, December 31, April 1, 1996 1995 1995 (Unaudited) (Unaudited) ASSETS ----------- ------------ ------------ - ------ Current Assets: Cash and cash equivalents $ 90,009 $ 129,583 $ 88,255 Investments 208,907 175,000 - Accounts receivable (net of allowance for doubtful accounts of $28,774 at March 30, 1996, $33,438 at December 31, 1995 and $15,852 at April 1, 1995) 291,092 296,393 244,797 Inventories: Finished goods 1,784,595 1,661,677 2,325,505 Work-in-process 1,279 767 1,507 Raw materials and supplies 13,534 10,513 14,548 ---------- ---------- ---------- Total inventories 1,799,408 1,672,957 2,341,560 Prepaid expenses 255,590 285,995 172,029 ---------- ---------- ---------- Total Current Assets 2,645,006 2,559,928 2,846,641 ---------- ---------- ---------- Property and equipment, at cost 1,712,445 1,707,927 2,203,035 Less accumulated depreciation and amortization 596,973 593,523 738,028 ---------- ---------- ---------- Net property and equipment 1,115,472 1,114,404 1,465,007 Goodwill (net of accumulated amortization of $29,599 at March 30, 1996, $28,152 at December 31, 1995 and $98,816 at April 1, 1995) 194,170 195,618 445,174 Deferred charges and other assets 95,895 91,612 115,428 ---------- ---------- ---------- Total Assets $4,050,543 $3,961,562 $4,872,250 ========== ========== ==========
See accompanying notes to consolidated condensed financial statements. MELVILLE CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED CONDENSED BALANCE SHEETS As of March 30, 1996, December 31, 1995 and April 1, 1995 ($ and shares in thousands, except per share data)
March 30, December 31, April 1, 1996 1995 1995 (Unaudited) (Unaudited) ---------- ------------ ------------ LIABILITIES - ----------- Current Liabilities: Accounts payable $ 603,830 $ 690,651 $ 721,595 Accrued expenses 774,167 1,039,825 453,072 Notes payable 500,000 52,000 760,200 Other current liabilities 15,157 15,212 13,587 ---------- ---------- ---------- Total Current Liabilities 1,893,154 1,797,688 1,948,454 ---------- ---------- ---------- Long-term debt 327,500 327,698 331,280 Deferred income taxes 22,249 9,103 85,038 Other long-term liabilities 140,532 184,150 147,842 Minority interests in subsidiaries 94,081 93,830 110,663 REDEEMABLE PREFERRED STOCK - -------------------------- Cumulative preferred stock, Series B, $4.00 dividend, par value $100, redeemable at par plus accrued dividends; authorized and issued 17 shares with 4 held in treasury as of March 30, 1996, December 31, 1995 and April 1, 1995 1,330 1,330 1,330
See accompanying notes to consolidated condensed financial statements. MELVILLE CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED CONDENSED BALANCE SHEETS As of March 30, 1996, December 31, 1995 and April 1, 1995 ($ and shares in thousands, except per share data)
March 30, December 31, April 1, 1996 1995 1995 (Unaudited) (Unaudited) ----------- ------------ ----------- SHAREHOLDERS' EQUITY - -------------------- Preference stock, $1.00 par value, authorized 50,000 shares; Series One ESOP Convertible, liquidation value $53.45; 6,117 shares issued and outstanding at March 30, 1996, 6,267 at December 31, 1995 and 6,360 at April 1, 1995 $ 326,950 $ 334,947 $ 339,942 Guaranteed ESOP Obligation (309,675) (309,675) (321,096) Common stock, par value $1.00, authorized 300,000 shares; issued 111,649 at March 30, 1996, 111,649 at December 31, 1995 and 111,460 at April 1, 1995; outstanding, 105,255 at March 30, 1996, 105,106 at December 31, 1995 and 104,823 at April 1, 1995, net of shares held in treasury 111,649 111,649 111,460 Capital surplus 55,427 54,878 48,390 Retained earnings 1,663,029 1,660,409 2,382,158 Unrealized gain on investments 21,378 - - Cumulative translation adjustment 195 146 (4,039) Common stock in treasury, at cost; 6,394 shares at March 30, 1996, 6,543 at December 31, 1995, and 6,637 at April 1, 1995 (297,256) (304,591) (309,172) ---------- ---------- ---------- Total Shareholders' Equity 1,571,697 1,547,763 2,247,643 ---------- ---------- ---------- Total Liabilities and Equity $4,050,543 $3,961,562 $4,872,250 ========== ========== ==========
See accompanying notes to consolidated condensed financial statements. MELVILLE CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) ($ in thousands)
First Quarter Ended -------------------------------- March 30, April 1, 1996 1995 ---------- ---------- Net Cash Used in Operating Activities $(268,675) $(361,143) -------- -------- Cash Flows from Investing Activities: Additions to property and equipment (48,997) (59,644) Proceeds from sale or disposal of assets 13,328 9,674 -------- -------- Net Cash Used in Investing Activities (35,669) (49,970) -------- -------- Cash Flows from Financing Activities: Increase in notes payable 448,000 560,200 Decrease in book overdrafts (171,748) (101,374) Dividends paid (11,581) (40,141) Repurchase of common stock - (26,309) Decrease in long-term debt and obligations under capital leases (391) (7,840) Other 490 (2,203) -------- -------- Net Cash Provided by Financing Activities 264,770 382,333 -------- -------- Net decrease in cash and cash equivalents (39,574) (28,780) Cash and cash equivalents at beginning of year 129,583 117,035 -------- -------- Cash and Cash Equivalents at End of Period $ 90,009 $ 88,255 ========= =========
See accompanying notes to consolidated condensed financial statements. MELVILLE CORPORATION AND SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 1. In the opinion of the Company, the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position of the Company as of March 30, 1996 and April 1, 1995 and the results of operations and cash flows for the three month periods then ended. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Because of the seasonality of the specialty retailing business, operating results of the Company on a quarterly basis may not be indicative of operating results for the full year. 2. As part of the Company's restructuring program announced on October 24, 1995, the Company intends to spin- off its footwear segment to shareholders during 1996. Accordingly, the results of operations for these businesses have been classified as discontinued operations in the consolidated condensed statements ofoperations. The net sales for the discontinued operations for the first quarter of 1996 and 1995 were $375.8million and $367.3 million, respectively. The operating loss for the discontinued operations for the first quarter of 1996 and 1995 was $0.7 million and $3.8 million, respectively. 3. Certain reclassifications have been made to the consolidated condensed financial statements of prior periods to conform to the current period presentation. 4. Primary earnings (loss) per share is computed by dividing net earnings (loss), after deducting net preferred dividends on redeemable preferred stock and Series One ESOP Convertible Preference Stock ("ESOP Preference Stock"), by the weighted average number of common shares outstanding during the period. Fully diluted earnings (loss) per share is computed based upon the assumed conversion of the ESOP Preference Stock into common stock. Net earnings (loss) utilized in the calculation is adjusted for the difference between the current dividend on the ESOP Preference Stock and the common stock, and for certain non-discretionary expenses based on net earnings. The conversion of the ESOP Preference Stock and adjustments described above are anti- dilutive and, therefore, fully diluted earnings (loss) per share has not been presented. 5. The components of net interest expense are as follows: First Quarter Ended --------------------------------- March 30, 1996 April 1, 1995 ($ in thousands) -------------- ------------- - ---------------- Interest expense $ 5,842 $ 8,545 Interest income (27) (26) --------- --------- Interest expense, net $ 5,815 $ 8,519 ========= ========= 6. During the three months ended March 30, 1996 and April 1, 1995, the Company had the following non-cash investing activity: 1996 1995 ---- ---- Unrealized gain on investments $ 33,907 - 7. On May 5, 1996, the Company completed the sale of its Kay-Bee division to Consolidated Stores Corp. for total proceeds of approximately $315 million, including a four year note receivable in the amount of $100 million. On April 24, 1996, the Company signed a definitive agreement to sell its This End Up division for approximately $19 million. This transaction is expected to close during the second quarter. MELVILLE CORPORATION AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations - --------------------- For the First Quarter Ended March 30, 1996 and April 1, 1995 - ------------------------------------------------------------- Consolidated net sales for the quarter were adjusted to exclude the footwear segment, due to the Company's plan to spin it off in 1996. Consolidated net sales from continuing operations for the quarter ended March 30, 1996, which included one less selling day than the prior year's quarter, were $1.74 billion, a decrease of 17.9% versus consolidated net sales of $2.12 billion for the quarter ended April 1, 1995. Adjusting for the absence of Marshalls, which was sold on November 17, 1995, consolidated net sales increased 9.0% over the first quarter of 1995. Same store sales for the quarter rose 7.5%. Inclusive of the footwear segment, total net sales for the quarter decreased 15.2% from the 1995 quarter. Adjusting for the disposition of Marshalls, total sales rose 9.0%, while same store sales increased 6.8%. Operating results for the quarter were favorably impacted by the timing of the Palm and Easter Sunday selling periods, which occurred one week earlier in 1996 than in the prior year. For the year to date period ended April 13, 1996, which included the Palm and Easter Sunday selling periods in both years, consolidated retail store sales from continuing operations decreased 19.1%, while same store sales rose 6.3%. Adjusting for the sale of Marshalls, total net sales through April 13, 1996 rose 7.8% over the 1995 quarter. For the first quarter of 1996, the Company reported consolidated net earnings of $14.2 million, or $0.10 per share, compared to a consolidated net loss of $72.3 million, or $0.73 per share, for the first quarter of 1995, after taking into account the charge related to a change in the Company's accounting policy for internally developed software. Adjusting the first quarter of 1995 to exclude the impact of the change in accounting policy, the net loss per share would have been $0.29. Excluding Marshalls in 1995, as well as the change in accounting policy, the consolidated net loss was $0.07 per share in 1995. For the quarter ended March 30, 1996, net sales for the prescription drugs, health and beauty care segment increased 11.5% from the prior year period while same store sales increased 9.1%, as compared to an increase of 7.5% in 1995. Sales in both the front store and pharmacy businesses were strong due to the Easter selling season and extended winter, respectively. Gross margin as a percentage of net sales for this segment improved for the quarter as the decline in pharmacy gross margin rates due to the expansion of third party business was offset by higher front store gross margin rates due to favorable initial markons. This segment's share of consolidated net sales from continuing operations in the first quarter of 1996 and 1995 was 72.2% and 53.1%, respectively. Net sales for the apparel segment decreased 79.0% in the first quarter of 1996 compared to the prior year period. Excluding Marshalls from the prior period, apparel segment net sales increased 9.0%. Same store sales increased 1.7% compared to an increase of 2.0% in 1995. Same store sales at Wilsons improved due to the unseasonably cool weather in the first quarter. Sales at Bob's increased significantly due to the expansion of the chain. Gross margin for the segment increased over the prior period due to the absence of Marshalls, which experienced a significant level of markdowns in 1995. For the first quarter of 1996, this segment represented 8.2% of consolidated net sales for continuing operations as compared to 32.2% in the same period last year. Net sales in the toys and home furnishings segment increased 9.9% in the first quarter of 1996 as compared to the prior year period. Same store sales increased 3.5% for the quarter compared to an increase of 0.2% in the first quarter of last year. Gross margin as a percentage of net sales increased from the prior period due to fewer markdowns required to be taken at Linens 'n Things and Kay-Bee, which was offset by increased markdowns at This End Up. This segment's net sales for the first quarter of 1996 represented 19.6% of the consolidated total as compared to 14.7% in 1995. Cost of goods sold, buying and warehousing costs as a percentage of consolidated net sales was 68.8% in the first quarter of 1996, compared to 70.0% in 1995. The increase resulted primarily from a change in sales mix which generated a higher initial markon accompanied by fewer markdowns, which in the prior year were particularly high at Marshalls. Store operating, selling, general and administrative expenses were 27.6% of consolidated net sales for continuing operations for the first quarter of 1996 compared to 29.0% in the prior year quarter. The decrease was due primarily to holiday sales occurring in the first quarter of the current year enabling the Company to better leverage its fixed costs. Depreciation and amortization expense as a percentage of consolidated net sales was 2.0% for the first quarter of 1996 as compared to 2.4% in the 1995 quarter, reflecting the effect of the timing of holiday sales, the sale of Marshalls and fixed asset and goodwill write-offs associated with the comprehensive restructuring plan announced by the Company on October 24, 1995. Interest expense totalled $5.8 million in the first quarter of 1996 as compared to $8.5 million in the first quarter of 1995. The reduction in interest expense was due to improved earnings and lower borrowings due to the cash proceeds received in connection with the sale of Marshalls. Dividend income relates to investments received in consideration for the Marshalls disposition. The Company's effective tax rate for the quarter was 42.0%, compared to 41.7% in the first quarter of 1995. Discontinued Operations - ----------------------- Net sales for the footwear segment, which is especially impacted by the Easter holiday, increased by 2.3% for the quarter ended March 30, 1996 compared to the same period in 1995. This segment reported a 3.9% increase in same store sales during the first quarter of 1996 as compared to a 6.3% decrease for the comparable prior year period reflecting the timing of both the Palm and Easter weeks occurring in the second quarter of the prior period. Footaction experienced strong sales growth due to new product availability and a more focused merchandise assortment. Sales declines were noted, however, at Meldisco and Thom McAn as the inclement weather throughout much of the country impacted the sales of spring and summer merchandise. Financial Condition and Liquidity - --------------------------------- Inherent in the seasonality of the specialty retailing business are cyclical buildups of inventory prior to peak selling periods, the most significant of which are Christmas, Palm and Easter Sundays, and Back-to- School. Although the Company finances its growth in operations and working capital requirements primarily through internally generated funds, short- term borrowings are also used to finance these seasonal inventory buildups. The short-term borrowings reach a peak in the Fall with the inventory buildup in anticipation of the Christmas selling season. For the three months ended March 30, 1996, cash and cash equivalents decreased $39.6 million to $90.0 million as compared to a decrease of $28.8 million to $88.3 million for the first three months of 1995. The Company had short term borrowings of $500.0 million outstanding at March 30, 1996 and $760.2 million at April 1, 1995. The decrease in the level of short-term borrowings was due primarily to the selling of the Marshalls division and cash generated from the Palm and Easter holiday selling periods occurring one week earlier in 1996, as well as improved earnings throughout the Company. Net accounts receivable decreased by $5.3 million for the three months ended March 30, 1996 as compared to a decrease of $7.6 million for the three months ended April 1, 1995. The balance in 1996 is higher than the prior year due mainly to a receivable from the sale of the Marshalls division offset by the absence of Marshalls' layaway and charge card receivables. For the three months ended March 30,1996, inventories increased $126.5 million to $1.8 billion. For the three months ended April 2, 1994, inventories increased $203.3 million to $2.3 billion. The lower inventory levels in 1996 resulted from the absence of the Marshalls division offset by increases from ongoing expansions at other divisions. Prepaid expenses decreased $30.4 million in the first three months of 1996 as compared to an increase of $6.6 million in 1995. The decrease in 1996 is due primarily to decreased deferred tax assets related to utilization of restructuring reserves. The increase in 1995 was due mostly to higher levels of prepaid interest related to increased commercial paper borrowings. The decrease in accounts payable was $86.8 million for the three months ended March 30, 1996 as compared to a $60.9 million increase in 1995 was due primarily to lower inventory levels. The decrease in accrued expenses was $265.7 million for the three months ended March 30, 1996, as compared to a decrease of $213.6 million in 1995. The larger decrease in 1996 was primarily due to lower tax accruals due to the utilization of restructure reserves and payment for restructuring liabilities. The increased amount of accrued expenses in 1996 relates to restructuring reserves recorded in the fourth quarter of 1995. Capital additions of $49.0 million and $59.6 million in the first three months of 1996 and 1995, respectively, represented expenditures primarily for improvements to new and existing leased store locations, store equipment, information systems and distribution and office facilities. The lower amount in 1996 related primarily to the disposition of Marshalls. REVIEW BY INDEPENDENT AUDITORS The March 30, 1996 and April 1, 1995 consolidated condensed financial statements included in this filing on Form 10-Q have been reviewed by KPMG Peat Marwick LLP, independent auditors, in accordance with established professional standards and procedures for such a limited review. The report of KPMG Peat Marwick LLP, commenting on their review, is included herein as Part I - Exhibit 1. Part 1 - Exhibit 1 Independent Auditors' Review Report ----------------------------------- The Board of Directors and Shareholders of Melville Corporation: We have reviewed the consolidated condensed balance sheets of Melville Corporation and subsidiary companies as of March 30, 1996 and April 1, 1995, and the related consolidated condensed statements of operations and cash flows for the first quarter periods ended March 30, 1996 and April 1, 1995. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical review procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the consolidated condensed financial statements referred to above for them to be in conformity with general accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet of Melville Corporation and subsidiary companies as of December 31, 1995 and the related consolidated statements of operations, shareholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated February 15, 1996, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated condensed balance sheet as of December 31, 1995, is fairly presented, in all material respects, in relation to the consolidated balance sheet from which it has been derived. /S/KPMG Peat Marwick LLP New York, New York April 23, 1996 Part II. - OTHER INFORMATION Item 6 - Exhibits and Reports on Form 8-K a) EXHIBIT INDEX ------------- Exhibit ------- 11 Computation of Per Share Earnings 15 Letter re: Unaudited Interim Financial Information 27 Financial Data Schedule b) Reports on Form 8-K - There were no reports on Form 8-K filed for the three months ended March 30, 1996. 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. MELVILLE CORPORATION ---------------------- (REGISTRANT) /S/ CARLOS E. ALBERINI ----------------------- Carlos E. Alberini Vice President and Acting Chief Financial Officer Date: May 14, 1996 -------------------- EX-11 2 Exhibit 11 COMPUTATION OF EARNINGS PER SHARE ($ and shares in thousands, except per share data)
Three Months Ended Three Months Ended March 30, 1996 April 1, 1995 ------------------ ------------------ PRIMARY EARNINGS (LOSS) PER COMMON SHARE: Net earnings (loss) $14,201 ($72,309) Less: Preferred dividends, net 3,477 4,367 ------- -------- Net earnings (loss) used to calculate primary earnings (loss) per share $10,724 ($76,676) ======= ======= Weighted average number of shares outstanding 105,171 105,209 Add: Weighted average number of shares which could have been issued upon exercise of outstanding options 9 15 ------- -------- Weighted average number of shares used to compute primary earnings (loss) per share 105,180 105,224 ======= ======= Primary earnings (loss) per share $0.10 ($0.73) ======= ======= FULLY DILUTED EARNINGS (LOSS) PER COMMON SHARE: Net earnings (loss) $14,201 ($72,309) Less: Preferred dividends 13 13 ------- -------- Net earnings (loss) used to calculate fully diluted earnings (loss) per share, before adjustments 14,188 (72,322) Less: Adjustments resulting principally from the assumed conversion of the Series One ESOP Convertible Preference Stock, net of tax benefit 2,915 1,670 ------- -------- Net earnings (loss) used to calculate fully diluted earnings (loss) per share $11,273 ($73,992) ======= ======= Weighted average number of shares outstanding 105,171 105,209 Add: Weighted average shares of Series One Convertible Preference Stock assuming conversion 7,753 7,065 Add: Weighted average number of shares which could have been issued upon exercise of outstanding options 22 31 Add: Weighted average number of shares which could have been issued upon conversion of 4 7/8% debentures -- 3 ------- -------- Weighted average number of shares used to compute fully diluted earnings (loss) per share 112,946 112,308 ======= ======= Fully diluted earnings (loss) per share $0.10 ($0.66) ======= =======
EX-15 3 Exhibit 15 Melville Corporation Rye, New York Board of Directors: Re: Registration Statements Numbers 33-40251, 33-17181 and 2-97913 on Form S-8 and 33-34946 on Form S-3 With respect to the subject registration statements, we acknowledge our awareness of the use therein of our report dated April 23, 1996 related to our review of interim financial information. Pursuant to Rule 436(c) under the Securities Act of 1933, such report is not considered a part of a registration statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of sections 7 and 11 of the Act. Very truly yours, /S/ KPMG Peat Marwick LLP New York, New York May 14, 1996 EX-27 4 ARTICLE 5 FDS 1ST QTR 1995 10-Q
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED CONDENSED BALANCE SHEETS, AND THE CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS DEC-31-1996 JAN-01-1996 MAR-30-1996 90,009 208,907 319,866 28,774 1,799,408 2,645,006 1,712,445 596,973 4,050,543 1,893,154 327,500 1,330 0 111,649 1,460,048 4,050,543 1,744,681 1,744,681 1,200,175 1,200,175 516,449 435 5,815 24,976 10,477 14,499 (297) 0 0 14,202 0.10 0
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