SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _____________________ FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 25, 1998 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 0-549 SCHULTZ SAV-O STORES, INC. (Exact Name of Registrant as Specified in its Charter) WISCONSIN 39-0600405 (State or other jurisdiction (I.R.S. Employer of incorporation of organization) Identification No.) 2215 UNION AVENUE 53082-0419 SHEBOYGAN, WISCONSIN (Zip Code) (Address of principal executive offices) Registrant's telephone number including area code 920-457-4433 Former name, former address and former fiscal year, if changed since last report Indicate by check mark v 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 (of for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. Yes X No APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark v whether the registrant has filed all reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of June 1, 1998, 6,812,779 shares of Common Stock, $0.05 par value, were issued and outstanding. SCHULTZ SAV-O STORES, INC. FORM 10-Q INDEX PAGE NUMBER PART I FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets 3 Unaudited Consolidated Statements of Earnings 4 Unaudited Consolidated Statements of Cash Flows 5 Notes to Unaudited Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 10 SIGNATURES 10 PART I FINANCIAL INFORMATION Item 1. Financial Statements SCHULTZ SAV-O STORES, INC. CONSOLIDATED BALANCE SHEETS Unaudited Audited April 25, January 3, Assets 1998 1998 Current assets: Cash and equivalents $25,081,000 $23,124,000 Receivables 10,991,000 9,718,000 Inventories 21,631,000 21,741,000 Other current assets 3,700,000 3,635,000 Deferred income taxes 4,131,000 4,131,000 ---------- ---------- Total current assets 65,534,000 62,349,000 Noncurrent receivable under capital subleases 7,116,000 7,270,000 Property under capital leases, net 2,698,000 2,786,000 Other noncurrent assets 3,842,000 3,782,000 Property and equipment, net 22,064,000 22,679,000 ----------- ----------- Total Assets $101,254,000 $98,866,000 Liabilities and Shareholders' Investment Current liabilities: Accounts payable $23,978,000 $21,305,000 Accrued salaries and benefits 4,305,000 4,395,000 Accrued insurance 3,341,000 3,095,000 Retail repositioning reserve 560,000 610,000 Other accrued liabilities 1,818,000 2,861,000 Current obligations under capital leases 691,000 665,000 Current maturities of long-term debt 149,000 201,000 ---------- ---------- Total current liabilities 34,842,000 33,132,000 ---------- ---------- Long-term obligations under capital leases 10,946,000 11,177,000 Long-term debt 3,096,000 3,165,000 Deferred income taxes 1,008,000 1,008,000 Shareholders' investment: Common stock 438,000 438,000 Additional paid-in capital 14,111,000 13,940,000 Retained earnings 52,533,000 51,299,000 Treasury stock (15,720,000) (15,293,000) ---------- ---------- Total shareholders' investment 51,362,000 50,384,000 ----------- ----------- Total Liabilities and Shareholders' Investment $101,254,000 $98,866,000 =========== =========== SCHULTZ SAV-O STORES, INC. UNAUDITED CONSOLIDATED STATEMENTS OF EARNINGS For the 16-weeks ended April 25, April 19, 1998 1997 Net sales $42,142,000 $138,826,000 Costs and expenses: Cost of products sold 119,079,000 116,749,000 Operating and administrative expenses 20,301,000 19,500,000 Operating income 2,762,000 2,577,000 Interest income 305,000 266,000 Interest expense (271,000) (263,000) --------- --------- Earnings before income taxes 2,796,000 2,580,000 Provision for income taxes 1,085,000 993,000 --------- --------- Net earnings $1,711,000 $1,587,000 ========= ========= Earnings per share - basic $0.25 $0.23 ===== ===== Earnings per share - diluted $0.24 $0.22 ===== ===== Cash dividends paid per share $0.070 $0.067 ===== ===== Weighted average shares and equivalents 7,140,000 7,200,000 ========= ========= SCHULTZ SAV-O STORES, INC. UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS For the 16-weeks ended April 25, April 19, 1998 1997 CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $1,711,000 $1,587,000 Adjustments to reconcile net earnings to net cash flows from operating activities Depreciation and amortization 1,574,000 1,307,000 Changes in assets and liabilities Receivables (1,273,000) (3,082,000) Inventories 110,000 1,895,000 Other current assets (265,000) (285,000) Accounts payable 2,673,000 903,000 Accrued liabilities (766,000) (1,053,000) ---------- ---------- Net cash flows from operating activities 3,764,000 1,272,000 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Expenditures for property and equipment (749,000) (487,000) Receipt of principal amounts under capitalsublease agreements 136,000 168,000 Proceeds from asset sales 36,000 125,000 --------- --------- Net cash flows from investing activities (577,000) (194,000) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Payment for acquisition of treasury stock (659,000) (602,000) Payment of cash dividends (477,000) (465,000) Proceeds from exercise of stock options 232,000 164,000 Principal payments under capital lease obligations (205,000) (229,000) Principal payments on long-term debt (121,000) (113,000) --------- --------- Net cash flows from financing activities (1,230,000) (1,245,000) --------- --------- CASH AND EQUIVALENTS: Net change 1,957,000 (167,000) Balance, beginning of period 23,124,000 27,531,000 ---------- ---------- Balance, end of period $25,081,000 $27,364,000 ========== ========== SCHULTZ SAV-O STORES, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (1) Basis of Presentation The financial statements included herein have been prepared by the Company, without audit. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted, although the Company believes that the disclosures are adequate to make the information presented not misleading. The interim financial statements furnished with this report reflect all adjustments of a normal recurring nature, which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. It is suggested that these financial statements be read in conjunction with the audited financial statements and the notes thereto included in the Company's 1997 annual report to shareholders, as incorporated by reference in the Company's Form 10-K for the fiscal year ended January 3, 1998. (2) Interest Expense For the 16-weeks ended April 25, April 19, 1998 1997 Imputed - capital leases $145,000 $153,000 Long-term debt 100,000 110,000 Other 26,000 - ------- ------- Interest expense $271,000 $263,000 ======= ======= (3) Other Current Assets April 25, January 3, 1998 1998 Property held for resale $1,446,000 $1,663,000 Prepaid expenses 1,193,000 1,209,000 Retail systems for resale and other assets 600,000 320,000 Receivable under capital subleases 461,000 443,000 --------- --------- Other current assets $3,700,000 $3,635,000 ========= ========= (4) Supplementary Disclosure of Cash Flow Information Interest and taxes paid included in the Company's cash flow from operations were as follows: April 25, April 19, 1998 1997 Interest paid $293,000 $295,000 Taxes paid 1,068,000 1,990,000 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Selected costs and results as a percent of net sales: For the 16-weeks ended April 25, April 19, 1998 1997 Cost of products sold . . . . . . . . . . . 83.7% 84.1% Operating and administrative expenses . . . 14.3 14.0 Earnings before income taxes . . . . . . . 2.0 1.9 Net earnings . . . . . . . . . . . . . . . 1.2 1.1 Net Sales Net sales for the 16-week period ended April 25, 1998 were $142,142,000 compared to the 16-week period ended April 19, 1997 net sales of $138,826,000. The increase of $3,316,000, or 2.4%, was due primarily to increased wholesale business volume resulting from additions and enhancements to the Company's "virtual chain" base of franchised and corporate supermarkets. Since April 19, 1997, the Company has added two corporate stores in the greater Appleton, Wisconsin area and has added or expanded franchised stores in Milton, DePere, Manitowoc, Evansville, Waterloo, Poynette and Howards Grove, Wisconsin. Additionally, the Company completed in October 1997 the two-year implementation of the Piggly Wiggly Preferred Club/R/ electronic card marketing program. The increased volume was offset by the fact that: (i) since March 1998, two large supermarkets opened in the same market area as the Company's new store, thereby intensifying the competitive environment in Appleton; (ii) the closure of one underperforming franchise supermarket in Plover, Wisconsin in September 1997; and (iii) the closure of one noncompetitive corporate retail store in Appleton in November 1997 as a result of the acquisition of two operating units from Nash Finch Company. As of April 25, 1998, the Company had 69 franchised and 18 corporate supermarkets compared to 68 franchised and 16 corporate supermarkets at April 19, 1997. Consistent with the Company's business strategy to expand its wholesale volume, since April 25, 1998, the Company has added a non-traditional specialty retail unit customer in Shorewood, Wisconsin. Additionally, the Company completed one replacement franchise supermarket in Lomira, Wisconsin increasing the aggregate square footage of selling space by more than 50%, to nearly 26,000. Currently, there are six retail store expansion or renovation projects in various phases of planning or construction, with completions scheduled throughout 1998 and 1999. These projects involve four additions to existing franchise stores in Waupaca, Beaver Dam, Kiel and Crivitz, Wisconsin; one replacement supermarket in Fort Atkinson, Wisconsin; and one renovation to the acquired corporate supermarket in Appleton, Wisconsin. On an aggregate basis, these six new facilities, upon completion, are expected to add approximately 40,000 square feet of store selling space. Additionally, the Company expects these projects to continue to help the Company position itself against competitive pressures in these local marketplaces. Cost of Products Sold Cost of products sold, as a percent of sales, decreased 0.4% to 83.7% for the 16-week period ended April 25, 1998, compared to the same period in 1997. This nominal decrease was principally a direct result of an increase in higher margin retail sales from additional corporate stores. With additional corporate stores in Appleton and Oshkosh, Wisconsin since April 19, 1997, the Company's percentage of higher margin retail sales volume increased relative to the lower margin wholesale sales. Operating and Administrative Expenses Operating and administrative expenses amounted to 14.3% of net sales for the 16-weeks ended April 25,1998, compared to 14.0% for the same period in 1997. Total operating and administrative expenses increased to $20,301,000 for the first quarter of 1998 due principally to additional corporate supermarkets in Appleton and Oshkosh, Wisconsin. These additional operating expenses were offset partially by lower provisions for self-insured health programs due to continuing reduced frequency and severity of claims. Due to the highly competitive nature of the industry, certain of the Company's franchise operators and corporate retail stores continue to experience operational difficulties in their respective marketplaces. As a result, the Company continues to incur receivable realization charges from its underperforming franchise operators. Additionally, the Company continues to evaluate various business alternatives relating to the operations of its underperforming corporate retail stores. The Company's business alternatives include the sale and subsequent conversion of these stores into franchise units, the closing of noncompetitive stores or the implementation of other operational changes. Similar to prior years, implementation of these changes may result in the Company incurring certain repositioning or restructuring charges involving the termination costs of replaced, closed or sold stores. These actions can negatively impact net earnings in the short-term, but management believes that such actions will help improve the Company's long-term profitability. Net Earnings After applying the effective tax rate to earnings before income taxes, net earnings for the 16-week ended April 25, 1998, increased 7.8% to $1,711,000 compared with net earnings of $1,587,000 for the same period in 1997. With improvements in sales and productivity, the Company's net earnings-to-sales ratio for the 16-weeks ended April 25, 1998 improved nominally to 1.2%, compared to 1.1% for the same period in 1997. Additionally, the 16-weeks ended April 25, 1998 diluted earnings per share increased 9.1% to $0.24 from $0.22 for the same period in 1997. The number of consecutive quarters showing increases in net earnings over the prior year's quarter has been extended to 21. Liquidity and Capital Resources The Company's favorable first quarter 1998 operating results continued to enhance its strong financial position. As was the case in the prior year, the primary source of liquidity was cash generated from operations. Cash provided by operating activities for the first 16 weeks of 1998 was $3,764,000, compared to $1,272,000 for the same period in 1997. The increase was due principally to timing of cash receipts, cash payments and changes in short-term financing to its wholesale customers for the purchases of new store equipment. The cash flow from operations has enabled the Company to internally fund its capital expenditures and pay for cash dividends. Net cash outflows from investing activities for the first 16 weeks of 1998 totaled $577,000, compared to net cash outflows of $194,000 during the same period in 1997. The increase in cash outflows was due primarily to higher capital expenditures for the first 16 weeks of 1998 compared to the same period in 1997. The Company has a 1998 capital budget of $4,300,000, of which approximately $3,550,000 remain for future expenditures in 1998. The Company anticipates financing these needs from internally generated capital. Net cash outflows from financing activities for the 16-week periods ended April 25, 1998 and April 19, 1997 were very comparable at $1,230,000 and $1,245,000, respectively. The Company expects the strong operating profits to continue to provide much of the funding necessary for the Company's capital expansion. The Company maintains a revolving credit facility agreement through April 30, 1999 with two banks to provide up to $16 million of borrowings at rates not to exceed the banks' prime rates. At April 25, 1998 and April 19, 1997, there were no borrowings outstanding under this agreement. In summary, cash and equivalents increased $1,957,000 during the 16-weeks ended April 25, 1998, compared to a decrease of $167,000 during the same period in 1997. In view of the Company's significant cash and other liquid assets, its consistent ability to generate cash flows from operations and the availability of external financing, the Company foresees no difficulty in providing financing necessary to fund its capital commitments and working capital needs for the foreseeable future. Special Note Regarding Forward-Looking Statements Certain matters discussed in this Form 10-Q are "forward-looking statements" intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such because the context of the statement will include words such as the Company "believes," "anticipates," "expects" or words of similar import. Similarly, statements that describe the Company's future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those currently anticipated. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward- looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are only made as of the date of this report and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. Exhibit 10.1 Letter Agreement, dated January 30, 1998, between Schultz Sav-O Stores, Inc. and Frank D. Welch. Exhibit 10.2 Amendment No. 2 to Piggly Wiggly Master Franchise Agreement, dated as of June 3, 1998 between Schultz Sav-O Stores, Inc. and Piggly Wiggly Corporation. Exhibit 27 Financial Data Schedule. (b) No reports of Form 8-K were filed by the Company during the first 16 weeks of fiscal 1998. 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. SCHULTZ SAV-O STORES, INC. (Registrant) June 8, 1998 /s/ Armand C. Go (Date) Armand C. Go, Treasurer and Chief Accounting Officer EXHIBIT INDEX Exhibit 10.1 Letter Agreement, dated January 30, 1998, between Schultz Sav-O Stores, Inc. and Frank D. Welch. Exhibit 10.2 Amendment No. 2 to Piggly Wiggly Master Franchise Agreement, dated as of June 3, 1998 between Schultz Sav-O Stores, Inc. and Piggly Wiggly Corporation. Exhibit 27 Financial Data Schedule.