-----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, KSL/TxwK9YoMTGlmy5uSxgGbFKQCFLh6Y+vR7cPXlZ1k/cBYUR7Z+sP+MvrnKBLC YwGdybkyvsBTxH89FArxrw== /in/edgar/work/0000081061-00-000024/0000081061-00-000024.txt : 20001108 0000081061-00-000024.hdr.sgml : 20001108 ACCESSION NUMBER: 0000081061-00-000024 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000923 FILED AS OF DATE: 20001107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUBLIX SUPER MARKETS INC CENTRAL INDEX KEY: 0000081061 STANDARD INDUSTRIAL CLASSIFICATION: [5411 ] IRS NUMBER: 590324412 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-00981 FILM NUMBER: 754887 BUSINESS ADDRESS: STREET 1: 1936 GEORGE JENKINS BLVD CITY: LAKELAND STATE: FL ZIP: 33815 BUSINESS PHONE: 9416887407 MAIL ADDRESS: STREET 1: 1936 GEORGE JENKINS BLVD CITY: LAKELAND STATE: FL ZIP: 33815 10-Q 1 0001.txt FORM 10-Q 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 September 23, 2000 ------------------ 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 0-981 ---------------------------- PUBLIX SUPER MARKETS, INC. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Florida 59-0324412 - ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1936 George Jenkins Blvd. Lakeland, Florida 33815 - ---------------------------------------- -------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (863) 688-1188 -------------- 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 the Registrant's common stock, $1.00 par value, as of October 27, 2000 was approximately 206,488,705. Page 1 of 12 pages PART I. FINANCIAL INFORMATION Item 1. Financial Statements - -----------------------------
PUBLIX SUPER MARKETS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts are in thousands, except share amounts) ASSETS September 23, 2000 December 25, 1999 ------------------ ----------------- (Unaudited) Current Assets - -------------- Cash and cash equivalents $ 430,395 $ 626,636 Short-term investments 13,504 28,233 Trade receivables 66,695 107,185 Merchandise inventories 739,708 769,454 Deferred tax assets 62,135 57,065 Prepaid expenses 6,656 2,442 ---------- ---------- Total Current Assets 1,319,093 1,591,015 ---------- ---------- Long-term investments 419,701 398,865 Other noncurrent assets 22,612 22,682 Property, plant and equipment 3,559,987 3,307,387 Accumulated depreciation (1,299,632) (1,252,217) ---------- ---------- Total Assets $4,021,761 $4,067,732 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities - ------------------- Accounts payable $ 593,582 $ 634,995 Accrued contribution to retirement plans 194,778 182,981 Accrued salaries and wages 89,730 52,591 Accrued self-insurance reserves 75,946 69,356 Federal and state income taxes 22,532 32,496 Other 126,253 103,339 ---------- ---------- Total Current Liabilities 1,102,821 1,075,758 ---------- ---------- Deferred tax liabilities, net 141,380 135,413 Self-insurance reserves 110,373 100,154 Accrued postretirement benefit cost 61,151 55,735 Other noncurrent liabilities 19,701 24,528 Stockholders' Equity - -------------------- Common stock of $1 par value. Authorized 300,000,000 shares; issued 215,914,742 shares at September 23, 2000 and 215,567,950 shares at December 25, 1999 215,915 215,568 Additional paid-in capital 211,972 196,352 Reinvested earnings 2,597,996 2,271,323 ---------- ---------- 3,025,883 2,683,243 Less 9,518,028 treasury shares at September 23, 2000, at cost (434,254) --- Accumulated other comprehensive earnings (5,294) (7,099) ---------- ---------- Total Stockholders' Equity 2,586,335 2,676,144 ---------- ---------- Total Liabilities and Stockholders' Equity $4,021,761 $4,067,732 ========== ==========
See accompanying notes to condensed consolidated financial statements. -2-
PUBLIX SUPER MARKETS, INC. CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Amounts are in thousands, except per share and share amounts) Three Months Ended September 23, 2000 September 25, 1999 ------------------ ------------------ (Unaudited) Revenues - -------- Sales $ 3,465,265 $ 3,155,851 Other income, net 37,377 35,243 ------------ ------------ Total revenues 3,502,642 3,191,094 ------------ ------------ Costs and expenses - ------------------ Cost of merchandise sold, including store occupancy, warehousing and delivery expenses 2,565,679 2,356,079 Operating and administrative expenses 760,119 675,109 ------------ ------------ Total costs and expenses 3,325,798 3,031,188 ------------ ------------ Earnings before income tax expense 176,844 159,906 Income tax expense 62,984 56,538 ------------ ------------ Net earnings $ 113,860 $ 103,368 ============ ============ Weighted average number of common shares outstanding 208,844,691 216,335,129 ============ ============ Basic earnings per common share $ .55 $ .48 ============ ============ Cash dividends per common share none none
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Amounts are in thousands) Three Months Ended September 23, 2000 September 25, 1999 ------------------ ------------------ (Unaudited) Net earnings $ 113,860 $ 103,368 Other comprehensive earnings - unrealized gain (loss) on investment securities available-for-sale, net of tax effect of $2,484 and ($3,164) in 2000 and 1999, respectively 3,955 (5,037) Reclassification adjustment for net realized (gain) loss on investment securities available-for-sale, net of tax effect of ($119) and $74 in 2000 and 1999, respectively (190) 116 ------------ ------------ Comprehensive earnings $ 117,625 $ 98,447 ============ ============
See accompanying notes to condensed consolidated financial statements. -3-
PUBLIX SUPER MARKETS, INC. CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Amounts are in thousands, except per share and share amounts) Nine Months Ended September 23, 2000 September 25, 1999 ------------------ ------------------ (Unaudited) Revenues - -------- Sales $ 10,556,189 $ 9,656,686 Other income, net 109,734 101,293 ------------ ------------ Total revenues 10,665,923 9,757,979 ------------ ------------ Costs and expenses - ------------------ Cost of merchandise sold, including store occupancy, warehousing and delivery expenses 7,827,006 7,216,881 Operating and administrative expenses 2,239,580 2,013,839 ------------ ------------ Total costs and expenses 10,066,586 9,230,720 ------------ ------------ Earnings before income tax expense 599,337 527,259 Income tax expense 214,848 189,224 ------------ ------------ Net earnings $ 384,489 $ 338,035 ============ ============ Weighted average number of common shares outstanding 208,530,507 216,336,294 ============ ============ Basic earnings per common share $ 1.84 $ 1.56 ============ ============ Cash dividends per common share $ .27 $ .22 ============ ============
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Amounts are in thousands) Nine Months Ended September 23, 2000 September 25, 1999 ------------------ ------------------ (Unaudited) Net earnings $ 384,489 $ 338,035 Other comprehensive earnings - unrealized gain (loss) on investment securities available-for-sale, net of tax effect of $263 and ($4,999) in 2000 and 1999, respectively 419 (7,968) Reclassification adjustment for net realized loss on investment securities available-for-sale, net of tax effect of $871 and $1,882 in 2000 and 1999, respectively 1,386 3,005 ------------ ------------ Comprehensive earnings $ 386,294 $ 333,072 ============ ============
See accompanying notes to condensed consolidated financial statements. -4-
PUBLIX SUPER MARKETS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts are in thousands) Nine Months Ended September 23, 2000 September 25, 1999 ------------------ ------------------ (Unaudited) Cash Flows From Operating Activities - ------------------------------------ Cash received from customers $ 10,665,432 $ 9,726,691 Cash paid to employees and suppliers (9,547,528) (8,835,343) Income taxes paid (225,048) (172,444) Payment for self-insured claims (108,778) (102,548) Other, net 37,916 36,270 ------------ ------------ Net Cash Provided by Operating Activities 821,994 652,626 ------------ ------------ Cash Flows From Investing Activities - ------------------------------------ Payment for property, plant and equipment (386,842) (361,720) Payment for investment securities - available-for-sale (61,613) (153,629) Proceeds from sale of investment securities - available-for-sale 53,068 112,275 Other, net 3,142 (7,372) ------------ ------------ Net Cash Used in Investing Activities (392,245) (410,446) ------------ ------------ Cash Flows From Financing Activities - ------------------------------------ Proceeds from sale of common stock 73,619 209,708 Payment for acquisition of common stock (641,662) (301,844) Dividends paid (57,816) (47,846) Other, net (131) (131) ------------ ------------ Net Cash Used in Financing Activities (625,990) (140,113) ------------ ------------ Net (decrease) increase in cash and cash equivalents (196,241) 102,067 Cash and cash equivalents at beginning of period 626,636 669,326 ------------ ------------ Cash and cash equivalents at end of period $ 430,395 $ 771,393 ============ ============
See accompanying notes to condensed consolidated financial statements. -5- PUBLIX SUPER MARKETS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. The accompanying condensed consolidated financial statements included herein are unaudited; however, in the opinion of management, such information reflects all adjustments (consisting solely of normal recurring adjustments) which are necessary for the fair statement of results for the interim period. These condensed consolidated financial statements should be read in conjunction with the fiscal 1999 Form 10-K Annual Report of the Company. 2. Due to the seasonal nature of the Company's business, the results for the three months and nine months ended September 23, 2000 are not necessarily indicative of the results for the entire 2000 fiscal year. 3. 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 and disclosure of contingent assets and liabilities as of 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. 4. In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard No. 133, "Accounting for Derivative Instruments and Hedging Activities," (SFAS 133) effective for fiscal years beginning after June 15, 1999. SFAS 133 requires that derivatives be carried at fair value and provides for hedge accounting when certain conditions are met. In June 1999, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard No. 137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133" (SFAS 137) which deferred the effective date of adoption of SFAS 133 for one year. The Company believes that the adoption of SFAS 133 will not have an adverse effect on the Company's financial condition, results of operations or cash flows. 5. In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements," (SAB 101). SAB 101 summarizes certain of the staff's views in applying generally accepted accounting principles to revenue recognition in financial statements. This SAB, as amended by SAB No. 101A and No. 101B, is effective for the Company's fourth quarter of fiscal year 2000. The Company has historically recognized revenue in accordance with the requirements of SAB 101, therefore, there will be no effect on the Company's financial condition, results of operations or cash flows from the adoption of SAB 101. -6- PUBLIX SUPER MARKETS, INC. Item 2. Management's Discussion and Analysis of Financial Condition and - -------------------------------------------------------------------------------- Results of Operations - --------------------- Liquidity and Capital Resources - ------------------------------- Operating activities continue to be the Company's primary source of liquidity. Net cash provided by operating activities was approximately $822.0 million in the nine months ended September 23, 2000, as compared with $652.6 million in the nine months ended September 25, 1999. Cash and cash equivalents totaled $430.4 million as of September 23, 2000, as compared with $771.4 million as of September 25, 1999. Capital expenditures totaled approximately $386.8 million in the nine months ended September 23, 2000. These expenditures were primarily incurred in connection with the opening of 36 new stores and remodeling or expanding 52 stores. Significant expenditures were also incurred in the expansion of a warehouse in Lakeland, Florida. In addition, the Company closed eight stores. The net impact of new and closed stores (net new stores) added an additional 1.3 million square feet in the nine months ended September 23, 2000, a 4.6% increase. Capital expenditures totaled approximately $361.7 million in the nine months ended September 25, 1999. These expenditures were primarily incurred in connection with the opening of 24 new stores and remodeling or expanding 61 stores. Significant expenditures were also incurred in the purchase of nine additional store sites from A & P in the greater Atlanta area. In addition, the Company closed 12 stores. Net new stores added an additional .65 million square feet in the nine months ended September 25, 1999, a 2.5% increase. Capital expenditures for the remainder of 2000, primarily made up of new store and warehouse construction and the remodeling or expanding of many existing stores, are expected to be approximately $168.2 million. The capital program is subject to continuing change and review. The remaining 2000 capital expenditures are expected to be financed by internally generated funds and current liquid assets. In the normal course of operations, the Company replaces stores and closes unprofitable stores. The impact of future store closings is not expected to be material. The Company currently repurchases common stock at the stockholders' request in accordance with the terms of the Company's Employee Stock Purchase Plan. The Company expects to continue to repurchase its common stock, as offered by its stockholders from time to time, at its then currently appraised value. However, such purchases are not required and the Company retains the right to discontinue them at any time. Cash generated in excess of the amount needed for current operations and capital expenditures is invested in short-term and long-term investments. Management believes the Company's liquidity will continue to be strong. Operating Results - ----------------- Sales increased 9.8% in the third quarter of 2000 to $3.5 billion, an increase of $309.4 million compared to the same quarter in 1999. This reflects an increase of $96.2 million or 3.0% in sales from stores that were open for all of both quarters (comparable stores) and sales of $213.2 million or 6.8% from net new stores since June 26, 1999. Sales increased 9.3% in the nine months ended September 23, 2000, to $10.6 billion, an increase of $899.5 million over the nine months ended September 25, 1999. This reflects an increase of $315.9 million or 3.3% in sales from comparable stores and sales of $583.6 million or 6.0% from net new stores since the beginning of 1999. -7- Cost of merchandise sold including store occupancy, warehousing and delivery expenses, as a percentage of sales, was approximately 74.0% and 74.7% in the quarters ended September 23, 2000 and September 25, 1999, respectively. These cost of sales percentages were 74.2% and 74.7% for the nine months ended September 23, 2000 and September 25, 1999, respectively. The decreases in cost of merchandise sold, as a percentage of sales, were primarily due to continuing improvements in buying practices and promotional efficiencies. Additionally, the shifting of the sales mix towards higher margin departments is contributing to the increase in gross profit percentage. Operating and administrative expenses, as a percentage of sales, were approximately 21.9% and 21.4% for the quarters ended September 23, 2000 and September 25, 1999, respectively. The operating and administrative expenses, as a percentage of sales, were 21.2% and 20.9% for the nine months ended September 23, 2000 and September 25, 1999, respectively. The significant components of operating and administrative expenses are payroll costs, employee benefits, rent and depreciation. Year 2000 - --------- As of October 2000, the Company has not experienced any significant Year 2000 problems prior to or after January 1, 2000. The Company does not anticipate that it will experience any material Year 2000 problems in its mission-critical functions, processes and systems. From a forward-looking perspective, Year 2000 problems may affect the Company for some period of time after January 1, 2000. However, the extent and magnitude of these Year 2000 problems is difficult to predict or quantify. If, despite the Company's reasonable efforts under its Year 2000 Plan, there are mission-critical Year 2000 related failures that create substantial disruptions to the Company's business, the adverse impact on the Company's business could be material. Cautionary Note Regarding Forward-Looking Statements - ---------------------------------------------------- From time to time, information provided by the Company, including written or oral statements made by its representatives, may contain forward-looking information about the future performance of the Company which is based on management's assumptions and beliefs in light of the information currently available to them. When used in this document, the words "plan," "estimate," "project," "intend," "believe" and other similar expressions, as they relate to the Company, are intended to identify such forward-looking statements. These forward-looking statements are subject to uncertainties and other factors that could cause actual results to differ materially from those statements including, but not limited to: competitive practices and pricing in the food and drug industries generally and particularly in the Company's principal markets; changes in the general economy; changes in consumer spending; and other factors affecting the Company's business in or beyond the Company's control. These factors include changes in the rate of inflation, changes in state and Federal legislation or regulation, adverse determinations with respect to litigation or other claims, ability to recruit and train employees, ability to construct new stores or complete remodels as rapidly as planned, stability of product costs, and issues arising from addressing Year 2000 IT and non-IT problems. Other factors and assumptions not identified above could also cause the actual results to differ materially from those set forth in the forward-looking statements. The Company assumes no obligation to update publicly these forward-looking statements. -8- PUBLIX SUPER MARKETS, INC. PART II. OTHER INFORMATION Item 1. Legal Proceedings - -------------------------- In the Company's Form 10-K for the fiscal year ended December 25, 1999, the Company discussed the class action pending in the Federal District Court for the Middle District of Florida (the "Court") by Lemuel Middleton and other present or former employees of the Company, individually and on behalf of all other persons similarly situated (the "Middleton case"). As previously reported, the Middleton case is set for trial by jury beginning March 3, 2001. In its Form 10-K for the year ended December 25, 1999, the Company discussed the purported class action filed against the Company in the Court by Shirley Dyer and other present and former employees of the Company, individually and on behalf of all other persons similarly situated (the "Dyer case"). As reported in the Company's Form 8-K of March 21, 2000, the Court on March 21, 2000 entered an order denying the Dyer case plaintiffs' request for class certification. At the Company's request, the Court severed the claims of three of the plaintiffs, including Ms. Dyer, who worked in the Company's manufacturing operations. Those three claims are proceeding in the Court as three separate individual actions and, as a result, the Company no longer considers the Dyer case or the other two individual cases to be material. The remaining eight plaintiffs from the former Dyer case, who assert claims relating to the Company's warehousing and distribution and security operations, are proceeding in the Court with Violet McGee as the lead plaintiff (the "McGee case"). The plaintiffs in the McGee case are seeking an opportunity to add or substitute additional plaintiffs and again to request class certification. In its Form 10-K for the year ended December 25, 1999, the Company discussed the purported class action filed against the Company in the Court by Lisa Lisenby, individually and on behalf of all other persons similarly situated (the "Lisenby case"). In the Lisenby case, the plaintiff alleges that the Company has violated and is currently violating Federal statutory law by discriminating against female applicants and employees in the company's manufacturing plants and distribution centers. The case has been transferred to the Federal District Court for the Northern District of Georgia, where the parties have briefed the class certification issue and are awaiting a ruling. A purported class action was filed against the Company on October 23, 2000 in the Federal District Court for the Southern District of Florida, Miami Division, by Joaquin A. Garcia and five other present or former warehouse employees of the Company, individually and on behalf of all other persons similarly situated (the "Garcia case"). In their Complaint, the plaintiffs allege that the Company has maintained a pattern and practice of national origin discrimination against Hispanic warehouse employees in connection with promotion, terms and conditions of employment, hiring and discharge, all in violation of federal and state law. The plaintiffs seek, among other relief, a certification of the suit as a class action, declaratory and injunctive relief, back pay, compensatory damages, and other equitable relief. -9- The Company denies the allegations of the plaintiffs in the Middleton, McGee, Lisenby and Garcia cases and is vigorously defending the actions. Although these cases are subject to the uncertainties inherent in the litigation process, based on the information presently available to the Company, management does not expect the ultimate resolution of these actions to have a material adverse effect on the Company's financial condition, results of operations or cash flows. The Company is also a party in various legal claims and actions considered in the normal course of business. In the opinion of management, the ultimate resolution of these legal proceedings will not have a material adverse effect on the Company's financial condition, results of operations or cash flows. -10- Item 2. Changes in Securities - ------------------------------ Not Applicable. Item 3. Defaults Upon Senior Securities - ---------------------------------------- Not Applicable. Item 4. Submission of Matters to a Vote of Security Holders - ------------------------------------------------------------ Not Applicable. Item 5. Other Information - -------------------------- Not Applicable. Item 6(a)Exhibits - ----------------- 27. Financial Data Schedule for the nine months ended September 23, 2000. Item 6(b)Reports on Form 8-K - ---------------------------- No reports on Form 8-K were filed during the quarter ended September 23, 2000. -11- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed in its behalf by the undersigned thereunto duly authorized. PUBLIX SUPER MARKETS, INC. Date: November 3, 2000 /s/ John A. Attaway Jr. ------------------------------------------ John A. Attaway Jr., Secretary Date: November 3, 2000 /s/ David P. Phillips ------------------------------------------ David P. Phillips, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) -12- EX-27 2 0002.txt FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the financial statements for the nine months ended September 23, 2000, and is qualified in its entirety by reference to such financial statements. 0000081061 Publix Super Markets, Inc. 1,000 US Dollars 9-Mos Dec-30-2000 Dec-26-1999 Sep-23-2000 1 430,395 13,504 66,695 0 739,708 1,319,093 3,559,987 (1,299,632) 4,021,761 1,102,821 0 0 0 215,915 2,370,420 4,021,761 10,556,189 10,665,923 7,827,006 10,066,586 0 0 0 599,337 214,848 384,489 0 0 0 384,489 1.84 1.84
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