-----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, SpMDUJ3ESuyHryjshD69XkJodcnybZHa2AXhV43LESl7B9AKH5vZQQiTeyyOy231 UbiZyvGKnIaofe80tt2fBA== 0000906280-94-000057.txt : 19941117 0000906280-94-000057.hdr.sgml : 19941117 ACCESSION NUMBER: 0000906280-94-000057 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941001 FILED AS OF DATE: 19941114 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 SEC ACT: 1934 Act SEC FILE NUMBER: 000-12923 FILM NUMBER: 94559386 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 1 FORM 10-Q Securities And Exchange Commission Washington, D.C. 20549 FORM 10-Q Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the 13-Week Period Ended October 1, 1994 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 31, 1994. DELCHAMPS, INC. AND SUBSIDIARY Index Page No. -------- Part 1. Financial Information Item 1. Financial Statements Condensed Balance Sheets - October 1, 1994 and July 2, 1994 1 Condensed Statements of Earnings - Thirteen Weeks Ended October 1, 1994 and October 2, 1993 2 Condensed Statements of Cash Flows - Thirteen Weeks Ended October 1, 1994 and October 2, 1993 3 Notes to Condensed Financial Statements 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 5 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K 7 Signatures 7 Part I. Financial Information DELCHAMPS, INC. AND SUBSIDIARY Condensed Balance Sheets - (In thousands) (Unaudited)
October 1, 1994 July 2, 1994* ----------------- ----------------- Amount %Assets Amount %Assets ------ ------- ------ ------- ASSETS ------ Current assets: Cash and cash equivalents $ 14,614 5.41 15,378 5.84 Trade accounts receivable 10,148 3.75 9,475 3.60 Merchandise inventories 105,701 39.10 105,663 40.13 Prepaid expenses 1,307 .48 443 .17 Deferred income taxes 1,529 .56 1,587 .61 ------- ------- ------- ------- Total current assets 133,299 49.30 132,546 50.35 Property and equipment: Land 7,964 2.95 6,312 2.40 Buildings and improvements 51,748 19.14 51,742 19.65 Fixtures and equipment 201,464 74.52 198,746 75.49 Construction in progress 11,130 4.11 4,972 1.89 ------- ------- ------- ------- 272,306 100.72 261,772 99.43 Less accumulated depreciation and amortization -142,826 -52.83 -138,643 -52.66 ------- ------- ------- ------- Net property and equipment 129,480 47.89 123,129 46.77 Other assets 2,414 .89 2,384 .91 Goodwill 5,171 1.92 5,210 1.97 ------- ------- ------- ------- Total assets $ 270,364 100.00 263,269 100.00 ======= ======= ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Current liabilities: Notes payable $ 19,604 7.25 11,574 4.40 Current portion of obligations under capital leases 1,258 .47 1,576 .60 Current portion of long-term debt 3,760 1.39 3,760 1.43 Current portion of guaranteed ESOP debt 2,000 .74 2,000 .76 Accounts payable 40,866 15.12 43,578 16.55 Accrued expenses 16,174 5.98 15,132 5.74 Income taxes 1,911 .70 - - ------- ------- ------- ------- Total current liabilities 85,573 31.65 77,620 29.48 Obligations under capital leases, excluding current portion 11,670 4.32 11,811 4.49 Long-term debt, excluding current portion 17,417 6.44 18,358 6.97 Guaranteed ESOP debt, excluding current portion 2,000 .74 2,000 .76 Deferred income taxes 13,850 5.12 14,154 5.38 Other liabilities 2,998 1.11 3,026 1.15 ------- ------- ------- ------- Total liabilities 133,508 49.38 126,969 48.23 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 .02 71 .03 Additional paid-in capital 19,731 7.30 19,731 7.49 Retained earnings 121,934 45.10 121,434 46.13 ------- ------- ------- ------- 141,736 52.42 141,236 53.65 Less: Guaranteed ESOP debt -4,000 -1.48 -4,000 -1.52 Unamortized restricted stock awards -880 -.32 -936 -.36 ------- ------- ------- ------- Total stockholders' equity 136,856 50.62 136,300 51.77 Total liabilities and stockholders' equity $ 270,364 100.00 263,269 100.00 ======= ======= ======= =======
See accompanying notes to condensed financial statements. * Condensed from Balance Sheet included in the 1994 Annual Report. DELCHAMPS, INC. AND SUBSIDIARY Condensed Statements of Earnings - (In thousands except per share amounts) (Unaudited)
Thirteen Weeks Ended --------------------------------------- October 1, 1994 October 2, 1993 ----------------- ----------------- Amount % Sales Amount % Sales ------ ------- ------ ------- Sales $ 266,205 100.00 266,570 100.00 Cost of sales 200,403 75.28 197,810 74.21 ------- ------- ------- ------- Gross profit 65,802 24.72 68,760 25.79 Selling, general and administrative expenses 62,454 23.46 62,619 23.49 ------- ------- ------- ------- Operating income 3,348 1.26 6,141 2.30 Other expenses 1,119 .42 1,048 .39 ------- ------- ------- ------- Earnings before income taxes and cumulative effect of changes in accounting principles 2,229 .83 5,093 1.91 Income taxes 754 .28 1,872 .70 ------- ------- ------- ------- Earnings before cumulative effect of changes in accounting principles 1,475 .55 3,221 1.21 Cumulative effect of change in accounting for income taxes - - 900 .34 Cumulative effect of change in accounting for postemployment benefits (net of income tax benefits of $1,000) - - -1,600 -.60 ------- ------- ------- ------- Net earnings $ 1,475 .55 2,521 .95 ======= ======= ======= ======= Earnings per common share: Earnings before cumulative effect of changes in accounting principles .21 .45 Cumulative effect of change in accounting for income taxes - .12 Cumulative effect of change in accounting for postemployment benefits - -.22 ------- ------- Net earnings per common share $ .21 .35 ======= ======= Weighted average number of common shares 7,114 7,114 ======= ======= Dividends declared per common share $ .11 .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 -------------------- 10/01/94 10/02/93 -------- -------- Cash flows from operating activities: Net earnings $ 1,475 2,521 Adjustments to reconcile net earnings to net cash rovided by operating activities: Depreciation and amortization 4,827 4,775 Loss reserve on closed stores -28 -26 Restricted stock award compensation expense 56 54 Cumulative effect of change in accounting for income taxes - -900 Cumulative effect of change in accounting for postemployment benefits - 1,600 Increase in merchandise inventories -38 -3,581 (Decrease) increase in accounts payable and accrued expenses -1,862 2,492 Increase in income taxes, net 1,969 835 Other, net -1,872 -2,377 ------- ------- Net cash flows provided by operating activities 4,527 5,393 Cash flows from investing activities: Additions to property and equipment -11,319 -2,740 Proceeds from sale of property and equipment 180 32 ------- ------- Net cash used in investing activities -11,139 -2,708 Cash flows from financing activities: Proceeds from notes payable 8,030 883 Principal payments on obligations under capital leases -459 -407 Principal payments on long-term debt -941 -939 Dividends paid -782 -782 ------- ------- Net cash provided by (used in ) financing activities 5,848 -1,245 Net (decrease) increase in cash and cash equivalents -764 1,440 Beginning of period cash and cash equivalents 15,378 12,070 ------- ------- End of period cash and cash equivalents $ 14,614 13,510 ======= ======= Supplemental Disclosures of Cash Flow Information: -------------------------------------------------- Cash paid for: Interest expense $ 1,145 1,117 ======= ======= Income taxes $ 6 437 ======= =======
See accompanying notes to condensed financial statements. DELCHAMPS, INC. AND SUBSIDIARY Notes to Condensed Financial Statements (Unaudited) (A) Basis of Presentation --------------------- The accompanying unaudited consolidated financial statements include the results of operations, account balances and cash flows of the Company and its wholly-owned subsidiary. All material intercompany balances have been eliminated. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments necessary to present fairly, in all material respects, the results of operations of the Company for the periods presented. The statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and the accompanying notes included in the Company's 1994 Annual Report. The balance sheet at July 2, 1994 has been taken from the audited financial statements at that date. Management's Discussion And Analysis Of Financial Condition And Results Of Operations RESULTS OF OPERATIONS Sales: ----- Sales decreased 0.14% for the thirteen-week period compared with the corresponding period last year. Since last year's quarter ended October 2, 1993, the Company has opened two supermarkets, of which one was a replacement for a smaller unit, and remodeled and expanded two supermarkets. At the end of the current thirteen-week period, the Company operated 120 supermarkets and twelve liquor stores compared with 119 supermarkets and ten liquor stores at the end of last year's quarter. Sales decreased 3.14% for stores which were open during both the current and prior year periods. During last year's quarter, same store sales increased 0.69%. Same store sales in the current year's quarter were negatively impacted by the entry of new competition into Delchamps' market area. In an effort to increase sales, the Company implemented a new promotional program which features products classified as "Price Busters". Under this program, selected products are offered for sale at substantially reduced retail prices. Gross Profit: ------------ Gross profit as a percentage of sales decreased from 25.79% last year to 24.72% for the current thirteen-week period. This decrease was the result of the new "Price Buster" program noted above and an increase in the amount of inventory shrinkage. Selling, General and Administrative Expenses: -------------------------------------------- Selling, general and administrative ("SG and A") expenses as a percentage of sales decreased slightly from 23.49% last year to 23.46% for the current thirteen-week period. This decrease in SG and A percentage occurred even though the current quarter's sales levels were below last year. The reduction in SG and A percentage occurred as a result of an ongoing cost control program which reduced expenses primarily through revisions to labor scheduling, reductions in supply costs, and reductions in advertising costs through increased levels of co-op income from vendors. The dollar amount of selling, general and administrative expenses decreased form $62,619,000 last year to $62,454,000 for the current thirteen-week period. This decrease occurred even though the Company operated one additional supermarket, two additional liquor stores, and additional service departments which resulted from the expansions of two supermarkets. The decrease in SG and A dollars was the result of savings from the cost control program noted above. Other Expense: ------------- Other expense increased by $71,000 over last year's thirteen- week period. This increase resulted from increased interest expense which was higher in the current year because of higher interest rates and increased levels of short-term indebtedness. Income Taxes: ------------ The effective rate for income taxes decreased from 36.76% to 33.83% for the current thirteen-week period as a result of the impact of targeted jobs tax credits on lower pretax earnings. The effective rates were below the statutory rate because of targeted jobs tax credits. 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 insufficient amount of funds are generated, the Company may draw on short-term credit lines. The Company has $105 million in credit lines from financial institutions of which $82 million is available for future use. While these credit lines expire throughout fiscal year 1995, the Company expects the majority of these credit lines to be extended annually as they are deemed necessary. Working capital decreased from $54,926,000 at July 2,1994 to $47,726,000 as of October 1, 1994. Additions to property and equipment were $11,319,000 during the same time period and consisted primarily of purchases of store equipment. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. Reports on Form 8-K There were no reports on Form 8-K filed during the 13-weeks ended October 1, 1994. 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. Delchamps, Inc. ---------------- Registrant Date: November 14, 1994 /s/ Randy Delchamps ---------------------------- Randy Delchamps, Chairman of the Board,President, and Chief Executive Officer Date: November 14, 1994 /s/ Timothy E. Kullman ---------------------------- Timothy E. Kullman, Senior Vice Presidentand Chief Financial Officer EX-27 2
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONDENSED FINANCIAL STATEMENTS FOR THE PERIOD ENDING OCTOBER 1, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANICAL STATEMENTS. QTR-1 JUL-02-1994 OCT-01-1994 14,614,000 0 10,148,000 0 105,701,000 133,299,000 272,306,000 142,826,000 270,364,000 85,573,000 31,087,000 71,000 0 0 136,785,000 270,364,000 266,205,000 266,205,000 200,403,000 62,454,000 1,119,000 0 0 2,229,000 754,000 0 0 0 0 1,475,000 .21 0
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