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 June 25,September 24, 1994
------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the transition period
from to
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Commission File Number 0-981
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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 33801
- - ---------------------------------------- ---------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (813) 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 July 29,October 28, 1994 was 229,618,616.232,136,924.
Page 1 of 1011 pages
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
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PUBLIX SUPER MARKETS, INC.
CONDENSED BALANCE SHEETS
(Amounts in Thousands)
ASSETS
ASSETS
June 25,September 24, 1994 December 25, 1993
-------------------------------- -----------------
(Unaudited)
Current Assets
- - --------------
Cash and cash equivalents $ 119,197166,442 $ 198,997
Short-term investments 73,22375,408 59,763
Accounts receivable 31,13339,533 44,377
Merchandise inventories 424,218444,083 404,602
Deferred tax assets 26,45628,083 25,299
Prepaid income taxes 11,5997,366 -
Prepaid expenses 5,5313,561 1,731
---------- ----------
Total Current Assets 691,357764,476 734,769
---------- ----------
Long-term investments 192,641136,364 199,385
Investment in joint ventures 5,0075,029 5,142
Other noncurrent assets 5,1995,003 5,844
Property, plant and equipment 2,148,8212,225,654 1,966,997
Accumulated depreciation (911,134)(942,928) (857,822)
---------- ----------
Total Assets $2,131,891$2,193,598 $2,054,315
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
- - -------------------
Current installments of long-term debt $ 2,2302,011 $ 2,010
Accounts payable 385,817403,799 394,863
Accrued profit sharing
and ESOT contribution 98,94867,068 50,149
Accrued salaries and wages 44,48051,977 39,362
Accrued self-insurance reserves 48,33153,608 48,918
Federal and state income taxes - 8,253
Other 57,68771,176 54,054
---------- ----------
Total Current Liabilities 637,493649,639 597,609
---------- ----------
Long-term debt, excluding current installments 3,3663,092 4,930
Deferred tax liabilities, net 67,54967,840 63,409
Self-insurance reserves 55,80957,695 50,534
Accrued postretirement benefit cost 27,49027,730 26,465
Other noncurrent liabilities 1,680840 3,359
Stockholders' Equity
- - --------------------
Common stock of $1 par value. Authorized
300,000,000 shares: Issued 236,031,122
shares at June 25,September 24, 1994 and 238,157,384
shares at December 25, 1993 236,031 238,157
Additional paid-in capital 73,24075,853 73,240
Reinvested earnings 1,105,5171,147,343 1,020,565
---------- ----------
1,414,7881,459,227 1,331,962
Less: 6,292,3265,781,098 and 2,120,612 shares of
common stock acquired from stockholders at
June 25,September 24, 1994 and December 25, 1993,
respectively, at cost 75,69671,663 23,953
Unrealized loss on investment
securities available for sale, net 588802 -
---------- ----------
Total Stockholders' Equity 1,338,5041,386,762 1,308,009
---------- ----------
Total Liabilities and Stockholders'
Equity $2,131,891$2,193,598 $2,054,315
========== ==========
See accompanying notes to condensed financial statements.
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PUBLIX SUPER MARKETS, INC.
CONDENSED STATEMENTS OF EARNINGS
(Amounts in thousands except per share amounts)
Three Months Ended
JuneSeptember 24, 1994 September 25, 1994 June 26, 1993
------------- ------------------------------- ------------------
(Unaudited)
Revenues
- - --------
Sales $ 2,023,7492,048,107 $ 1,794,9161,768,996
Other income, net 18,307 17,97312,548 17,740
------------ ------------
Total revenues 2,042,056 1,812,8892,060,655 1,786,736
------------ ------------
Costs and expenses
- - ------------------
Cost of merchandise sold, including store
occupancy, warehousing and delivery
expenses 1,575,027 1,396,2741,588,222 1,381,310
Operating and administrative expenses 389,088 345,845405,664 352,701
Interest expense 155 287153 280
------------ ------------
Total costs and expenses 1,964,270 1,742,4061,994,039 1,734,291
------------ ------------
Earnings before income tax expense 77,786 70,48366,616 52,445
Income tax expense 28,207 24,64524,790 21,362
------------ ------------
Net earnings $ 49,57941,826 $ 45,83831,083
============ ============
Weighted average number of common
shares outstanding 230,169,674 235,675,048229,883,034 235,078,214
============ ============
Net earnings per common share $ .22.18 $ .19.13
============ ============
Cash dividends per common share $ .09 $ .08
============ ============None None
See accompanying notes to condensed financial statements.
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PUBLIX SUPER MARKETS, INC.
CONDENSED STATEMENTS OF EARNINGS
(Amounts in thousands except per share amounts)
SixNine Months Ended
JuneSeptember 24, 1994 September 25, 1994 June 26, 1993
------------- ------------------------------- ------------------
(Unaudited)
Revenues
- - --------
Sales $ 4,188,3306,236,438 $ 3,737,2055,506,201
Other income, net 45,576 39,65058,124 57,390
------------ ------------
Total revenues 4,233,906 3,776,8556,294,562 5,563,591
------------ ------------
Costs and expenses
- - ------------------
Cost of merchandise sold, including store
occupancy, warehousing and delivery
expenses 3,245,798 2,916,2234,834,021 4,297,533
Operating and administrative expenses 785,154 696,4891,190,818 1,049,190
Interest expense 267 509421 788
------------ ------------
Total costs and expenses 4,031,219 3,613,2216,025,260 5,347,511
------------ ------------
Earnings before income tax expense
and cumulative effect of changes
in accounting principles 202,687 163,634269,302 216,080
Income tax expense 75,063 58,71599,853 80,077
------------ ------------
Net earnings before cumulative effect
of changes in accounting principles 127,624 104,919169,449 136,003
Cumulative effect on prior years of
changes in accounting principles - (3,494)
------------ ------------
Net earnings $ 127,624169,449 $ 101,425132,509
============ ============
Weighted average number of common
shares outstanding 232,119,138 236,701,933231,373,770 236,148,789
============ ============
Net earnings per common share before
cumulative effect of changes in
accounting principles $ .55.73 $ .44.57
Cumulative effect on prior years of
changes in accounting principles - (.01)
------------ ------------
Net earnings per common share $ .55.73 $ .43.56
============ ============
Cash dividends per common share $ .09 $ .08
============ ============
See accompanying notes to condensed financial statements.
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5
PUBLIX SUPER MARKETS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
SixNine Months Ended
JuneSeptember 24, 1994 September 25, 1994 June 26, 1993
------------- ------------------------------- ------------------
(Unaudited)
Cash Flows From Operating Activities
- - ------------------------------------
Cash received from customers $4,228,617 $3,775,472$6,279,966 $5,548,615
Cash paid to employees and suppliers (3,913,434) (3,455,805)(5,842,503) (5,165,189)
Income taxes paid (91,562) (48,674)(113,321) (80,396)
Payment for self-insured claims (33,960) (34,428)(53,374) (53,120)
Other 17,136 6,09519,439 8,564
---------- ----------
Net Cash Provided by Operating Activities 206,797 242,660290,207 258,474
---------- ----------
Cash Flows From Investing Activities
- - ------------------------------------
Payment for property, plant and equipment (193,437) (129,728)(274,470) (205,219)
Payment for investment securities - (19,880)(56,466)
Payment for investment securities -
held-to-maturity (5,937)(14,735) -
Payment for investment securities -
available-for-sale (113,254)(152,167) -
Investment in joint venture, net 113 (584)
Proceeds from sale of investment securities 1,518
Proceeds from sale of investment securities -
held-to-maturity 16,527 -
Proceeds from sale of investment securities 122,454 961-
available-for-sale 208,567 -
Other, net 1,462 (515)2,118 878
---------- ----------
Net Cash Used in Investing Activities (188,712) (149,162)(214,047) (259,873)
---------- ----------
Cash Flows From Financing Activities
- - ------------------------------------
Payment of long-term debt (1,344) (981)(1,837) (1,458)
Proceeds from sale of common stock 8,597 9,72813,187 27,352
Payment for acquisition of common stock (84,356) (46,950)(99,283) (58,513)
Dividends paid (20,782) (18,978)
---------- ----------
Net Cash Used in Financing Activities (97,885) (57,181)(108,715) (51,597)
---------- ----------
Net increase (decrease)decrease in cash and cash equivalents (79,800) 36,317(32,555) (52,996)
Cash and cash equivalents at beginning of
period 198,997 293,473
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Cash and cash equivalents at end of period $ 119,197166,442 $ 329,790240,477
========== ==========
See accompanying notes to condensed financial statements.
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PUBLIX SUPER MARKETS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. In the opinion of management, the accompanying financial statements
include all adjustments deemed necessary to fairly reflect the financial
position, results of operations and changes in cash flows of the Company
for the interim periods presented.
2. Due to the seasonal nature of the Company's business, the results for the
three months and nine months ended September 24, 1994 are not necessarily
indicative of the results for the entire 1994 fiscal year.
3. In May 1993, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 115, Accounting for Certain Investments
in Debt and Equity Securities. The Company adopted the provisions of the
new Standard for investments held as of, or acquired after, the beginning
of fiscal 1994. The cumulative effect of adopting the Standard as of the
beginning of fiscal 1994 is not material. In accordance with the
Standard, prior period financial statements have not been restated to
reflect the change in accounting principle.
Securities held-to-maturity and available-for-sale: Management determines
the appropriate classification of debt securities at the time of purchase
and reevaluates such designation as of each balance sheet date. Debt
securities are classified as held- to-maturityheld-to-maturity when the Company has the
positive intent and ability to hold the securities to maturity.
Held-to-maturity securities are stated at cost, adjusted for amortization
of premiums and accretion of discounts to maturity. This amortization and
accretion is included in other income.
Debt securities not classified as held-to-maturity and marketable equity
securities are classified as available-for-sale. Available-for-saleAvailable-for- sale
securities are carried at fair value, with the unrealized gains and
losses, net of tax, reported in a separate component of stockholders'
equity. The cost of debt securities in this category is adjusted for
amortization of premiums and accretion of discounts to maturity. This
amortization and accretion is included in other income. Realized gains
and losses and declines in value judged to be other-than-temporary on
available-for-sale securities are included in other income. The cost of
securities sold is based on the specific identification method.
Following is a summary of available-for-sale securities and
held-to-maturity securities as of June 25,September 24, 1994:
Available-for-Sale Securities
-----------------------------
Available-for-Sale Securities
--------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------- ---------- ---------- ---------
(Amounts Inin Thousands)
Tax-free bonds $178,941$136,314 $ 481 $1,623 $177,79937 $ 773 $135,578
Equity securities 31,911 1,256 1,072 32,09526,189 572 1,142 25,619
-------- ------ ------ -------- $210,852 $1,737 $2,695 $209,894--------- --------
$162,503 $ 609 $ 1,915 $161,197
======== ====== ============== ========= ========
Held-to-Maturity Securities
---------------------------
Held-to-Maturity Securities
--------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------- ---------- ---------- ---------
(Amounts Inin Thousands)
Tax-free bonds $55,907 $1,002 $1,228 $55,681
======= ====== ====== =======$ 50,505 $ 74 $ 379 $ 50,200
======== ======== ========= ========
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PUBLIX SUPER MARKETS, INC.
For the sixnine month period ended June 25,September 24, 1994, the realized gains on
sales of available-for-sale securities totaled $219,000$879,000 and the realized
losses totaled $1,736,000.$3,381,000. The net adjustment for unrealized losses on
available-for-sale securities included as a separate component of
stockholders' equity totaled $588,000.$802,000.
The amortized cost and estimated fair value of debt and marketable equity
securities as of June 25,September 24, 1994, by expected maturity, are as follows:
Estimated
Amortized Fair
Cost Value
--------- ---------
(Amounts Inin Thousands)
Available-for-Sale
------------------
Due in one year or less $ 54,34554,536 $ 54,34554,536
Due after one year through
three years 60,728 60,52549,493 49,240
Due after three years 63,868 62,92932,285 31,802
-------- --------
178,941 177,799136,314 135,578
Equity securities 31,911 32,09526,189 25,619
-------- --------
$210,852 $209,894$162,503 $161,197
======== ========
Held-to-Maturity
----------------
Due in one year or less $ 18,81520,802 $ 18,81520,776
Due after one year through
three years 35,775 35,52128,856 28,735
Due after three years 1,317 1,345847 689
-------- --------
$ 55,90750,505 $ 55,68150,200
======== ========
At June 25,September 24, 1994, the Company classified its one investment in common
stock as a trading security. This investment had a cost of $198,000 and a
fair value of $63,000.$70,000. The unrealized loss on this investment is included
in the statement of earnings as a reduction of other income.
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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 $206.8$290.2
million in the sixnine months ended June 25,September 24, 1994, as compared with $242.7$258.5
million in the sixnine months ended June 26,September 25, 1993. Cash and cash equivalents
totaled $119.2$166.4 million as of June 25,September 24, 1994.
Capital expenditures totaled $193.4$274.5 million in the sixnine months ended
June
25,September 24, 1994. These expenditures were primarily incurred in connection
with the opening of 2536 new stores and the remodeling or enlarging of 1113 stores
which added 1.31.8 million square feet. Construction was completed on a new
general merchandise warehouse in Lakeland, Florida and significant expenditures
were incurred in the continued construction of a new distribution center in
Lawrenceville, Georgia. In addition, the Company closed three stores. Capital
expenditures in the sixnine months ended June 26,September 25, 1993, were approximately
$129.7$205.2 million. These expenditures were primarily incurred in connection with
the opening of 1216 new stores and remodeling or enlarging of various existing
stores. Also, significant expenditures were incurred in expanding the
warehouse facilities in Deerfield Beach, Florida and purchasing land for the
Atlanta Distribution Center. In addition, the Company closed twofour stores.
The Company has budgeted approximately $206.6$125.5 million for the remainder of
1994 for new store construction, the remodeling or expanding of several
existing stores and the expansion and construction of distribution facilities.
The capital budget is subject to continuing change and review. The remaining
capital expenditures are expected to be financed by internally generated funds
and current liquid assets.
As of June 25,September 24, 1994, the Company has committed lines of credit for
$100.0 million and one uncommitted line of credit for $25.0 million. These
lines are reviewed annually by the banks. The interest rate for these lines is
at or below the prime rate. No amounts were outstanding as of June 25,September 24,
1994.
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 12.7%15.8% in the secondthird quarter of 1994 to $2,023.7$2,048.1 million, an
increase of $228.8$279.1 million compared to the same quarter in 1993. This
represents an increase of $86.5$99.0 million or 4.8%5.6% in additional sales from stores
that were open for all of both quarters (comparable stores) and additional
sales of $142.3$180.1 million or 7.9%10.2% from the net impact of 4249 stores opened and
three stores closed since June 26,September 25, 1993, and four stores opened and two stores
closed in the
secondthird quarter of 1993.
Other income increased $.3decreased $5.2 million or 1.9%29.3% in the secondthird quarter of 1994
as compared to the same quarter in 1993. This decrease is primarily the result
of losses on the sale of investments and fixed assets, and recording a reserve
for environmental clean-up costs.
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PUBLIX SUPER MARKETS, INC.
Sales increased 12.1%13.3% in the sixnine months ended June 25,September 24, 1994, to
$4,188.3$6,236.4 million, an increase of $451.1$730.2 million over the sixnine months ended
June 26,September 25, 1993. This reflects an increase of $186.4$284.6 million or 5.0%5.2% in
sales from comparable stores and sales of $264.7$445.6 million or 7.1%8.1% from the net
impact of 4249 stores opened and three stores closed since June 26,September 25, 1993,
and 1216 stores opened and four stores closed in the first sixnine months of 1993.
Other revenue increased $5.9$.7 million or 14.9%1.3% in the first sixnine months of
1994 as compared to the first sixnine months of 1993. This increase is primarily the net
result of the recognition of a $5.9 million gain inon the settlement of claims for business
interruption losses and property losses related to the extensive damage caused
by Hurricane Andrew.
-8-
9
PUBLIX SUPER MARKETS, INC.Andrew, increased rents received from shopping center tenants, and
increased interest and dividend income. These gains were offset by losses on
the sale of investments and fixed assets, and recording a reserve for
environmental clean-up costs.
Cost of merchandise sold, including store occupancy, warehousing and
delivery expenses, as a percentage of sales, was approximately 77.8%77.5%, and 78.1%
in the quarters ended June 25,September 24, 1994 and June 26, 1993.September 25, 1993, respectively.
These cost of sales percentages were 77.5% and 78.0% for the sixnine months ended
June 25,September 24, 1994 and June 26,September 25, 1993, respectively. During the sixnine
months ended June 25,September 24, 1994, the decrease in cost of merchandise sold, as a
percentage of sales, is due to buying and merchandising efficiencies.
Operating and administrative expenses, as a percentage of sales, were
approximately 19.2%19.8% and 19.3%19.9% for the quarters ended June 25,September 24, 1994 and
June 26,September 25, 1993, respectively. The operating and administrative expenses,
as a percentage of sales, were 18.7% and 18.6%19.1% in the sixnine months ended June 26,September 24,
1994 and June
26,September 25, 1993, respectively. The significant components of
operating and administrative expenses are payroll costs, employee benefits and
depreciation.
New Accounting Standard
The Company adopted Financial Accounting Standard No. 115, Accounting for
Certain Investments in Debt and Equity Securities, in the first quarter of
1994. This Standard requires the reporting of certain securities at fair value
except for those securities which the Company has the positive intent and
ability to hold to maturity.
The Company adopted the provisions of the new Standard for investments
held as of, or acquired after, the beginning of fiscal 1994. The cumulative
effect of adopting the Standard as of the beginning of fiscal 1994 is not
material. In accordance with the Standard, prior period financial statements
have not been restated to reflect the change in accounting principle.
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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, 1993,
the Company disclosed a legal proceeding with the Equal Employment Opportunity
Commission (EEOC). No material developments have occurred since the Form 10-K
filing.
Item 4. Results of Votes of Security Holders
The Annual Meeting of Stockholders of the Company was held on May 17,
1994, for the purpose of electing a board of directors. Proxies for the
meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act
of 1934 and there were no solicitations in opposition to management's
solicitation. All of management's nominees for directors as listed in the
proxy statement were elected.
Item 6(a). Exhibits
27. Financial Data Schedule for the sixnine months ended June 25,September 24, 1994.
Item 6(b). Reports on Form 8-K
No reports on Form 8-K were filed during the three months ended June 25,September
24, 1994.
-9--10-
1011
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: August 5,November 4, 1994 /s/ S. Keith Billups
-------------------------------------------------------------------------------------
S. Keith Billups, Secretary
Date: August 5,November 4, 1994 /s/ William H. Vass
-------------------------------------------------------------------------------------
William H. Vass, Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
-10--11-
12
INDEX TO EXHIBITS
Sequentially
Exhibit Number
Number Description Page
- - ------ ----------- ------------
EX-27 Financial Data Schedule
(For SEC use only)