-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, S2w8cGJuGMaPB8qatzoyMJJ6Eon9cNV7ulSJaEkzpM/IcbH0pqWbl+HlFrPUuvG3 g0DRvivfV3JyDUoyCxBfCQ== 0000906280-94-000043.txt : 19941007 0000906280-94-000043.hdr.sgml : 19941007 ACCESSION NUMBER: 0000906280-94-000043 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931002 FILED AS OF DATE: 19940929 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELCHAMPS INC CENTRAL INDEX KEY: 0000729970 STANDARD INDUSTRIAL CLASSIFICATION: 5411 IRS NUMBER: 630245434 STATE OF INCORPORATION: AL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-12923 FILM NUMBER: 94550941 BUSINESS ADDRESS: STREET 1: 305 DELCHAMPS DR STREET 2: P O BOX 1668 CITY: MOBILE STATE: AL ZIP: 36602 BUSINESS PHONE: 2054330431 MAIL ADDRESS: STREET 1: 305 DELCHAMPS DR STREET 2: PO BOX 1668 CITY: MOBILE STATE: AL ZIP: 36602 10-Q/A 1 FORM 10-Q/A Securities and Exchange Commission Washington, D.C. 20549 FORM 10 -Q/A AMENDMENT TO THE QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the 13-week Period Ended October 2, 1993 Commission File Number 0-12923 DELCHAMPS, INC. _____________________________________________________ (Exact name of registrant as specified in its charter) Alabama 63-0245434 _________________________________ _______________________________ (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 305 Delchamps Drive, Mobile, AL 36602 ________________________________ ________________________________ (Address of principal executive (Zip Code) offices) (205) 433-0431 ________________________________ (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 [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. 7,113,581 shares at October 25, 1993. INDEX Part I. Financial Information Item 1. Financial Statements Condensed Balance Sheets - October 2, 1993 and July 3 , 1993 Condensed Statements of Earnings - Thirteen Weeks Ended October 2, 1993 and September 26, 1992 Condensed Statements of Cash Flows - Thirteen Weeks Ended October 2, 1993 and September 26, 1992 Notes to Condensed Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Part I. Financial Information DELCHAMPS, INC. AND SUBSIDIARY Condensed Balance Sheets - (In thousands) (unaudited)
October 2, 1993 July 3, 1993* __________________________ ______________________ Amount % Assets Amount % Assets ASSETS ____________ _____________ ___________ ___________ ___________ Current assets: Cash and cash equivalents $ 13,510 5.24 $ 12,070 4.79 Trade accounts receivable 9,223 3.58 7,941 3.15 Merchandise inventories 100,664 39.08 97,083 38.52 Prepaid expenses 2,263 0.88 1,242 0.49 Deferred income taxes 1,976 0.77 2,129 0.84 ____________ __________ ___________ __________ Total current assets 127,636 49.55 120,465 47.79 Property and equipment: Land 6,363 2.47 6,495 2.58 Buildings and improvements 50,058 19.43 49,492 19.64 Fixtures and equipment 188,812 73.29 185,211 73.48 Construction in progress 1,887 0.74 3,339 1.32 ____________ __________ ___________ __________ 247,120 95.93 244,537 97.02 Less accumulated depreciation and amortization (124,881) (48.48) (120,271) (47.72) ____________ __________ ___________ __________ Net property and equipment 122,239 47.45 124,266 49.3 Other assets 2,405 0.93 1,954 0.78 Goodwill 5,327 2.07 5,367 2.13 ____________ ___________ ___________ __________ Total assets 257,607 100.00 252,052 100.00 ============ =========== =========== ========== LIABILITIES AND STOCKHOLDER' EQUITY ____________________________________ Current liabilities: Notes payable $ 4,730 1.84 $ 3,847 1.53 Current portion of obligations under capital leases 1,705 0.66 1,705 0.68 Current portion of long-term debt 3,760 1.45 3,759 1.49 Current portion of guaranteed ESOP 2,000 0.78 2,000 0.79 Accounts payable 44,333 17.21 39,785 15.78 Accrued expenses 16,560 6.43 18,427 7.31 Income taxes 2,266 0.88 1,431 0.57 ____________ ___________ ____________ __________ Total current liabilities 75,354 29.25 70,954 28.15 Obligations under capital leases, excluding current portion 12,980 5.04 13,387 5.31 Long-term debt, excluding current portion 21,177 8.22 22,116 8.77 Guaranteed ESOP debt, excluding current portion 4,000 1.55 4,000 1.59 Deferred income taxes 13,110 5.09 14,785 5.87 Other liabilities 3,122 1.21 548 0.22 ____________ ___________ ____________ __________ Total liabilities 129,743 50.36 125,790 49.91 Stockholders' equity: Junior participating preferred stock of no par value - authorized 5,000,000 shares; no shares issued - - - - Common stock of $.01 par value - authorized 25,000,000 shares; issued 7,113,581 shares 71 0.03 71 0.03 Additional paid-in capital 19,731 7.66 19,731 7.83 Retained earnings 115,159 44.70 113,611 45.07 ____________ ___________ ____________ __________ 134,961 52.39 133,413 52.93 Less: Guaranteed ESOP debt (6,000) (2.33) (6,000) (2.38) Unamortized restricted stock awards (1,097) (0.42) (1,151) (0.46) ____________ ___________ ____________ __________ Total stockholders' equity 127,864 49.64 126,262 50.09 Total liabilities and stockholders' equity $ 257,607 100.00 252,052 100.00 ============ =========== ============ ==========
See accompanying notes to condensed financial statements. * Condensed from Balance Sheet included in the 1993 Annual Report. DELCHAMPS, INC. AND SUBSIDIARY Condensed Statements of Earnings - (In thousands except per share amounts) (Unaudited)
Thirteen Weeks Ended ___________________________________________________________ October 2, 1993 September 26, 1992 _________________________ ________________________ Amount % Sales Amount % Sales ___________ ___________ ____________ ___________ Sales $ 266,570 100.00 255,374 100.00 Cost of sales 197,810 74.21 191,674 75.06 ___________ ___________ _____________ __________ Gross profit 68,760 25.79 63,700 24.94 Selling, general and administrative expenses 62,619 23.49 57,674 22.58 ____________ __________ ____________ __________ Operating income 6,141 2.30 6,026 2.36 Other expenses 1,048 0.39 1,320 0.52 ____________ __________ ____________ __________ Earnings before income taxes and cumulative effect of changes in accounting principles 5,093 1.91 4,706 1.84 Income taxes 1,872 0.70 1,708 0.67 ____________ ___________ ____________ ___________ Earnings before cumulative effect of changes in accounting principles 3,221 1.21 2,998 1.17 Cumulative effect of change in accounting for income taxes 900 0.34 - - Cumulative effect of change in accounting for postemployment benefits (net of income tax benefits of $1,000) (1,600) (0.60) - - ____________ ___________ _____________ ___________ Net earnings $ 2,521 0.95 2,998 1.17 ============ =========== ============= =========== Earnings per common share: Earnings before cumulative effect of changes in accounting principles $ 0.45 0.42 Cumulative effect of change in accounting for income taxes 0.12 - Cumulative effect of change in accounting for postemployment benefits (0.22) - ____________ ____________ Net earnings per common share 0.35 0.42 ============ ============ Weighted average number of common shares 7,114 7,114 ============ ============ Dividends declared per common share $ 0.11 0.11 ============ ============
See accompanying notes to condensed financial statements. DELCHAMPS, INC. AND SUBSIDIARY Condensed Statements of Cash Flows - (In Thousands) Increase/(Decrease) In Cash and Cash Equivalents (Unaudited)
Thirteen Weeks Ended _____________________________________ 10/10/93 09/26/92 _________________ __________________ Cash flows from operating activities: Net earnings $ 2,521 2,998 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 4,775 4,426 Loss reserve on closed stores (26) (23) Restricted stock award compensation expense 54 53 Cumulative effect of change in accounting for income taxes (900) - Cumulative effect of change in accounting for postemployment benefits 1,600 - Decrease in merchandise inventories (3,581) 1,069 Decrease in accounts payable and accrued expenses 2,492 (6,236) Increase (decrease) in income taxes, net 835 2,471 Other, net (2,377) (3,259) ________________ _________________ Net cash flows provided by operating activities 5,393 1,499 Cash flows from investing activities: Additions to property and equipment (2,740) (7,830) Proceeds from sale of property and equipment 32 - ________________ _________________ Net cash used in investing activities (2,708) (7,830) Cash flows from financing activities: Proceeds from notes payable 883 5,217 Principal payments on obligations under capital leases (407) (450) Principal payments on long - term debt (939) (1,131) Dividends paid (782) (782) _________________ _________________ Net cash provided by financing activities (1,245) 2,854 Net (decrease) increase in cash and cash equivalents 1,440 (3,477) Beginning of period cash and cash equivalents 12,070 11,323 _________________ ________________ End of period cash and cash equivalents $ 13,510 7,846 Supplemental Disclosures of Cash Flow Information: Cash paid for: Interest expense $ 1,117 1,396 ================= ================ Income taxes $ 437 1,278 ================= ================
See accompanying notes to condensed financial statements. DELCHAMPS, INC. AND SUBSIDIARY Notes to Condensed Financial Statements (Unaudited) (A) The condensed financial statements for the thirteen week periods ended October 2, 1993 and September 26, 1992 are unaudited. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for the fair presentation of the financial position and results of operations for the periods presented have been included. Results of operations for interim periods are not necessarily indicative of results for the entire year. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION The following discussion should be read in conjunction with the condensed financial statements and notes thereto included elsewhere herein. RESULTS OF OPERATIONS: Sales: ______________ Sales increased 4.38% for the thirteen-week period compared with the corresponding period last year. The increase in sales was primarily because of sales from new supermarkets. During the last year, the Company has opened five supermarkets, of which one was a replacement for a smaller unit. At the end of the current period, the Company operated 119 supermarkets and ten liquor stores compared with 115 supermarkets and ten liquor stores a year earlier. Sales increased .69% for stores which were open during both the current and prior year periods. The moderate increase in same store sales follows a large increase of 5.4% in same store sales for last year's quarter. Same store sales have now had positive growth in each of the last six quarters. During the current quarter, the Company continued its aggressive promo- tional activities. These activities include Double Coupons (under which the Company doubles coupons that have a face value of up to sixty cents), Triple Coupons (under which the Company triples coupons that have a face value of up to thirty-four cents in selected markets), and Cash Back For Schools (under which the Company makes a cash donation to schools equal to 1% of the total cash register receipts collected by each school). The Company also successfully introduced a line of soft drink products with Delchamps as the brand name. These products offer customers quality merchandise at retail prices which are less than brand name products. The Company plans to introduce additional product lines with Delchamps as the brand name in the near future. Gross Profit: _________________ Gross profit as a percentage of sales increased from 24.94% last year to 25.79% for the current thirteen-week period. This increase was the result of increased promotional and buying allowances and a shift in product mix to higher margin products located in the specialty department of the Company's newer supermarkets and expanded supermarkets. Selling, General, and Administrative Expenses: _______________________________________________ Selling, general and administrative ("SG and A") expenses as a percentage of sales increased from 22.58% last year to 23.49% for the current thirteen- week period. This increase in SG and A percentage resulted from higher wages resulting from wage rate adjustments and increased promotional expenses from the promotional activities noted in the sales section above. Other Expenses: _________________ Other expenses decreased $272,000 from last year's thirteen-week period. This decreased resulted from lower interest expense which was caused by the Company refinancing a significant portion of long-term debt, lower levels of indebtedness, and a decline in interest rates. Income Taxes: _________________ The effective rate for income taxes increased from 36.29% to 36.76% for the current thirteen-week period. The increase is a result of a higher Federal statutory tax rate which became effective January 1, 1993. The effective rates were below the statutory rate because of targeted jobs tax credits. Other: ____________ During the current thirteen-week period, the Company implemented State- ment of Financial Accounting Standard No. 109, Accounting For Income Taxes" ("SFAS No. 109"). SFAS No. 109 supersedes SFAS No. 96 and requires that deferred taxes be recorded using the liability method and restricts the conditions under which a deferred tax asset may be recorded. The cumulative effect on the financial statements of adopting SFAS 109 was to increase net earnings $900,000. Postemployment Benefits Other than Pensions: _______________________________________________ Effective for the quarter ended October 2, 1993, the Company adopted Statement of Financial Accounting Standards No. 112, ("SFAS No . 112"), "Employers' Accounting for Postemploymnt Benefits". Under SFAS No 112, the cost of employment benefits must be recognized on an accrual basis as employees perform services to earn the benefits. The Company provides postemployment benefits, longevity bonus, to associates that leave employment after either attaining age 55 or completing 25 years of service. The amount of longevity bonus is based on length of service. The Company previously expanded the cost of these benefits as incurred. The Company has elected to recognize this change in accounting principle on the immediate recognition basis. The cumulative effect for the quarter ended October 2, 1993 of adopting SFAS No. 112 was an increase in accrued postemployment benefit costs of $2,600,000 ($1,600,000 after the income tax benefit of $.22 per share). LIQUIDITY AND CAPITAL RESOURCES Although the Company's supermarket locations are leased, the Company makes substantial expenditures to equip new and expanded supermarkets. In addition, the Company makes substantial expenditures for distribution facilities and equipment. The Company plans to finance its capital expenditures with funds provided by operations. However, if an insuff- cient amount of funds are generated, the Company may draw on short-term credit lines. The Company has $95.0 million in credit lines from financial institutions of which $90.3 million is available for future use. While these credit lines expire throughout fiscal year 1994, the Company expects the majority of these credit lines to be extended annually as they are deemed necessary. Working capital increased from increased from $49,511,000 at July 3, 1993 to $52,282,000 as of October 2, 1993. Additions to property and equipment were $2,740,000 during the same time period and consisted primarily of purchases of store equipment. 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. DELCHAMPS, INC. _________________ /s/ Roy W. Henderson ________________________ Date: August 12,1994 Roy W. Henderson Vice President of Finance Treasurer -----END PRIVACY-ENHANCED MESSAGE-----