-----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, Ru9rNRfOo26QZOOJjkctRy+twxsm9Ex+1qb3FQ+5xp8qRcJpN22D8oefgr2g4t8M uVQ5tNSVzfG7O/9AzuJW5w== 0000025095-96-000014.txt : 19960517 0000025095-96-000014.hdr.sgml : 19960517 ACCESSION NUMBER: 0000025095-96-000014 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960330 FILED AS OF DATE: 19960515 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COTTER & CO CENTRAL INDEX KEY: 0000025095 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-HARDWARE [5072] IRS NUMBER: 362099896 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 002-20910 FILM NUMBER: 96564763 BUSINESS ADDRESS: STREET 1: 2740 N CLYBOURN AVE CITY: CHICAGO STATE: IL ZIP: 60614 BUSINESS PHONE: 3129752700 MAIL ADDRESS: STREET 1: 2740 N CLYBOURN AVE CITY: CHICAGO STATE: IL ZIP: 60614 10-Q 1 FORM 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (X)QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 30, 1996 or ( )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 2-20910 COTTER & COMPANY (Exact name of registrant as specified in its charter)
DELAWARE 36-2099896 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)
8600 West Bryn Mawr Avenue Chicago, Illinois 60631-3505 (Address of principal executive offices) (Zip Code)
(312) 695-5000 (Registrant's telephone number, including area code) 2740 North Clybourn Avenue, Chicago, Illinois 60614 (Former name, former address and former fiscal year, if changed since last report) 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 outstanding of each of the issuer's classes of common stock, as of April 27, 1996. Class A Common Stock, $100 Par Value. 50,810 Shares. Class B Common Stock, $100 Par Value. 1,088,910 Shares.
2 PART I - FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS COTTER & COMPANY CONDENSED CONSOLIDATED BALANCE SHEET (000's Omitted)
March 30, December 30, 1996 1995 --------- ------------ (UNAUDITED) ASSETS Current assets: Cash and cash equivalents $ 1,485 $ 22,473 Accounts and notes receivable 355,730 287,888 Inventories 369,122 315,311 Prepaid expenses 17,263 11,180 -------- -------- Total current assets 743,600 636,852 Properties owned, less accumulated depreciation 167,210 165,683 Properties under capital leases, less accumulated amortization 5,005 5,393 Other assets 12,213 11,648 -------- -------- TOTAL ASSETS $928,028 $819,576 ======== ========
See Notes to Condensed Consolidated Financial Statements. 3 COTTER & COMPANY CONDENSED CONSOLIDATED BALANCE SHEET (000's Omitted)
March 30, December 30, 1996 1995 --------- ------------ (UNAUDITED) LIABILITIES AND CAPITALIZATION Current liabilities: Accounts payable and accrued expenses $430,777 $351,247 Short-term borrowings 54,284 2,657 Current maturities of notes, long-term debt and lease obligations 61,519 61,634 Patronage dividends payable in cash (Estimated at March 30, 1996) 1,275 18,315 -------- -------- Total current liabilities 547,855 433,853 -------- -------- Long-term debt and obligations under capital leases 78,050 79,213 -------- -------- Capitalization: Estimated patronage dividends to be distributed principally by the issuance of promissory (subordinated) notes and redeemable Class B nonvoting common stock 1,445 -- Promissory (subordinated) and instalment notes 182,713 186,335 Redeemable Class A common stock and partially paid subscriptions (Authorized 100,000 shares; issued and fully paid, 51,310 and 52,710 shares) 5,157 5,294 Redeemable Class B nonvoting common stock and paid-in capital (Authorized 2,000,000 shares; issued and fully paid, 1,097,157 and 1,055,700 shares; issuable as partial payment of patronage dividends, 62,005 shares as of December 30, 1995) 110,933 113,062 Retained earnings 2,680 2,661 -------- -------- 302,928 307,352 Foreign currency translation adjustment (805) (842) -------- -------- Total capitalization 302,123 306,510 -------- -------- TOTAL LIABILITIES AND CAPITALIZATION $928,028 $819,576 ======== ========
See Notes to Condensed Consolidated Financial Statements. 4 COTTER & COMPANY CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THIRTEEN WEEKS ENDED (000's Omitted) (UNAUDITED)
March 30, April 1, 1996 1995 --------- -------- Revenues $578,609 $625,939 -------- -------- Cost and expenses: Cost of revenues 533,025 573,265 Warehouse, general and administrative 36,698 37,098 Interest paid to Members 4,658 5,217 Other interest expense 2,229 2,514 Other income, net (259) (221) Income tax expense 175 115 -------- -------- 576,526 617,988 -------- -------- Net margins $ 2,083 $ 7,951 ======== ========
See Notes to Condensed Consolidated Financial Statements. 5 COTTER & COMPANY CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE THIRTEEN WEEKS ENDED (000's Omitted) (UNAUDITED)
March 30, April 1, 1996 1995 --------- -------- Operating activities: Net margins $ 2,083 $ 7,951 Adjustments to reconcile net margins to cash and cash equivalents from operating activities: Statement of operations components not affecting cash and cash equivalents 6,273 6,140 Net change in working capital components (53,194) (66,806) -------- -------- Net cash and cash equivalents used for operating activities (44,838) (52,715) -------- -------- Investing activities: Additions to properties owned (6,580) (3,986) Changes in other assets (426) (392) -------- -------- Net cash and cash equivalents used for investing activities (7,006) (4,378) -------- -------- Financing activities: Proceeds from short-term borrowings 51,627 78,225 Payment of annual patronage dividend (17,659) (18,383) Payment of notes, lease obligations and common stock (3,112) (3,282) -------- -------- Net cash and cash equivalents provided by financing activities 30,856 56,560 -------- -------- Net decrease in cash and cash equivalents (20,988) (533) Cash and cash equivalents at beginning of the year 22,473 1,831 -------- -------- Cash and cash equivalents at end of the period $ 1,485 $ 1,298 ======== ========
See Notes to Condensed Consolidated Financial Statements. 6 COTTER & COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 - GENERAL The condensed consolidated balance sheet, statement of operations and statement of cash flows at and for the period ended March 30, 1996 and the condensed consolidated statement of operations and statement of cash flows for the period ended April 1, 1995 are unaudited and, in the opinion of the management of Cotter & Company (the Company), include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of financial position, results of operations and cash flows for the respective interim periods. 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 Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. This financial information should be read in conjunction with the consolidated financial statements for the year ended December 30, 1995 included in the Company's Post-Effective Amendment No.5 to Form S-2 Registration Statement (No. 33-39477) and in the Company's 1995 Annual Report on Form 10-K. NOTE 2 - ESTIMATED PATRONAGE DIVIDENDS Patronage dividends are declared and paid by the Company after the close of each fiscal year. The 1995 annual patronage dividend was distributed through a payment of 30% of the total distribution in cash, with the balance being paid through the issuance of the Company's Class B nonvoting common stock and five-year promissory (subordinated) notes. Such patronage dividends, consisting of substantially all of the Company's patronage source income, have been paid since 1949. Annually, the Board of Directors reviews the annual patronage dividend to ensure that the Company is adequately capitalized. The estimated patronage dividend for the thirteen weeks ended March 30, 1996 is $2,064,000 compared to $8,578,000 for the corresponding period in 1995. NOTE 3 - INVENTORIES
Inventories consisted of: March 30, December 30, 1996 1995 --------- ------------ (UNAUDITED) (000's Omitted) Manufacturing inventories: Raw materials $ 2,097 $ 2,139 Work-in-process and finished goods 20,816 19,407 -------- -------- 22,913 21,546 Merchandise inventories 346,209 293,765 -------- -------- $369,122 $315,311 ======== ========
7 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS THIRTEEN WEEKS ENDED MARCH 30, 1996 COMPARED TO THIRTEEN WEEKS ENDED APRIL 1, 1995 RESULTS OF OPERATIONS: Revenues decreased by $47,330,000 or 7.6% compared to the same period last year. This decrease was attributable to the phase out of the V&S Variety Division and the sale of the General Power Equipment manufacturing division. Comparable sales categories were flat with the prior year primarily due to the expanded Pinpoint Pricing program which reduced the selling price of many core hardware and related products. Gross margins decreased by $7,090,000 or 13.5% and as a percent of revenues declined from 8.4% to 7.9% for the same period last year. This reduction in gross margin percentage was the result of the expanded Pinpoint Pricing program and the resigned businesses of V&S Variety division and General Power Equipment manufacturing division. Warehouse, general and administrative expenses decreased by $400,000 or 1.1% but as a percent of revenues, increased from 5.9% to 6.3% for the same period last year. The decrease was attributed to the Company's continued efforts to reduce operating costs. Interest paid to Members decreased by $559,000 or 10.7% primarily due to a lower principal balance and a lower average interest rate. Net margins were $2,083,000 compared to $7,951,000 for the same period last year. THIRTEEN WEEKS ENDED MARCH 30, 1996 COMPARED WITH THE YEAR ENDED DECEMBER 30, 1995 LIQUIDITY AND CAPITAL RESOURCES: The Company has a seasonal need for cash. During the first quarter of the year, as seasonal inventories are purchased for resale or manufacture and shipment, cash and cash equivalents are used for operating activities. In subsequent quarterly periods, the Company anticipates that cash and cash equivalents will be provided by operating activities and financing activities, if necessary. During the first quarter of 1996, inventories increased by $53,811,000 to support anticipated future orders of seasonal merchandise. Accounts and notes receivable increased by $67,842,000 due to the seasonal payment terms extended to the Company's Members. Short-term borrowings increased by $51,627,000 and accounts payable and accrued expenses increased by $79,530,000 in support of the increased inventories and favorable seasonal terms obtained from vendors which were passed on to the Company's Members. At March 30, 1996, net working capital decreased to $195,745,000 from $203,000,000 at December 30, 1995. The current ratio decreased to 1.36 at March 30, 1996 compared to 1.47 at December 30, 1995. The Company has various short-term lines of credit available under informal agreements with lending banks, cancellable by either party under specific circumstances, which amount to $73,000,000. Borrowings under these agreements were $54,284,000 at March 30, 1996. In addition, the Company has a private shelf agreement for available borrowings of up to $50,000,000 and on March 29, 1996, the Company established a $125,000,000 five-year revolving credit facility with a group of banks. 8 The Company's capital is primarily derived from redeemable Class A common stock and retained earnings, together with promissory (subordinated) notes and redeemable nonvoting Class B common stock issued in connection with the Company's annual patronage dividend. The Company believes the funds derived from these capital resources, as well as operations and the credit facilities noted above, will be sufficient to satisfy capital needs. Total capital expenditures, including those made under capital leases, were $6,580,000 for the thirteen weeks ended March 30, 1996 compared to $3,986,000 during the comparable period in 1995. These capital expenditures relate to additional equipment and technological improvements at the regional distribution centers and the National Headquarters. Funding of any additional 1996 capital expenditures is anticipated to come from operations and external sources, if necessary. PART II - OTHER INFORMATION Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS At the Company's Annual Meeting of Shareholders held on April 2, 1996, the following individuals were reelected to the Board of Directors:
Votes Votes Votes Withheld/ Term For Against Abstained Samuel D. Costa, Jr. 3 years 30,480 -- 800 Daniel A. Cotter 3 years 30,370 -- 910 Leonard C. Farr 3 years 30,400 -- 880 Dennis A. Swanson 3 years 30,500 -- 780
The following individuals were elected to the Board of Directors:
Votes Votes Votes Withheld/ Term For Against Abstained Joe W. Blagg (a) 3 years 30,480 -- 800 John F. Lottes, III (b) 1 year 29,020 1,640 620
(a) Joe W. Blagg was elected as a Director for a three-year term to replace Donald E. Yeager, who retired as Director ofthe Company. Mr. Blagg operates a True Value hardware store in Texas. (b) John F. Lottes, III was elected as a Director for a one-year term to replace Robert G. Waters who retired as Director of the Company. Mr. Lottes operates a True Value hardware store in Missouri. In addition to the foregoing, the following persons were, on April 2, 1996, Directors of the Company whose terms of office continued after the annual meeting: William M. Claypool, III Kenneth M. Noble William M. Halterman Richard L. Schaefer Jerrald T. Kabelin George V. Sheffer Robert J. Ladner John M. West, Jr. Lewis W. Moore
The annual meeting involved the appointment of Ernst & Young LLP, independent public accountants, as auditor of the Company for fiscal year 1996. The number of affirmative votes cast was 30,490, the number of negative votes cast was 380 and the number of abstentions was 410. 9 Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 4. Instruments defining the rights of security holders, including indentures; incorporated herein by reference those items included as Exhibits 4A through 4G, inclusive, in the Company's Post-Effective Amendment No.5 to Form S-2 Registration Statement (No. 33-39477) filed with the Securities and Exchange Commission on March 21, 1996. (b) Reports on Form 8-K No reports on Form 8-K have been filed during the period for which this report is filed. 10 SIGNATURE 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. COTTER & COMPANY Date: May 14, 1996 By /S/KERRY J. KIRBY Vice President, Treasurer and Chief Financial Officer (Mr. Kirby is the principal accounting officer and has been duly authorized to sign on behalf of the Registrant.) EX-27 2 FINANCIAL DATA SCH
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED BALANCE SHEET AND STATEMENT OF OPERATIONS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS DEC-28-1996 DEC-31-1995 MAR-30-1996 1,485 0 355,730 0 369,122 743,600 362,295 190,080 928,028 547,855 78,050 116,090 0 0 186,033 928,028 578,609 578,609 533,025 533,025 0 0 6,887 2,258 175 2,083 0 0 0 2,083 0 0
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