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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 13, 1997
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: 33-41791
SPARTAN STORES, INC.
(Exact Name of Registrant as Specified in Its Charter)
MICHIGAN 38-0593940
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
850 76TH STREET, S.W.
P.O. BOX 8700
GRAND RAPIDS, MICHIGAN 49518
(Address of Principal Executive Offices) (Zip Code)
(616) 878-2000
(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 _____
As of October 11, 1997, the issuer had 11,733,670 outstanding shares of
Class A Common Stock, $2 par value.
_____________________
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SPARTAN STORES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
SECOND QUARTER (12 WEEKS) ENDED
---------------------------------
SEPTEMBER 13, SEPTEMBER 14,
1997 1996
(UNAUDITED) (UNAUDITED)
------------ ------------
NET SALES $ 587,639,552 $ 583,909,652
COSTS AND EXPENSES
Cost of sales 528,917,683 527,681,893
Operating and administrative 53,585,954 51,800,240
Interest expense 2,439,349 2,032,691
Interest income (670,780) (869,342)
Gain on sale of property and equipment (1,158,638) (696,307)
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TOTAL COSTS AND EXPENSES 583,113,568 579,949,175
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EARNINGS BEFORE TAXES ON INCOME 4,525,984 3,960,477
TAXES ON INCOME 1,688,000 1,432,000
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NET EARNINGS $ 2,837,984 $ 2,528,477
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NET EARNINGS PER CLASS A SHARE $ .24 $ .21
WEIGHTED AVERAGE NUMBER OF CLASS A
SHARES OUTSTANDING 11,856,374 12,224,160
DIVIDENDS DECLARED PER CLASS A SHARE $ .0125 $ .0125
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SPARTAN STORES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
TWO QUARTERS (24 WEEKS) ENDED
---------------------------------
SEPTEMBER 13, SEPTEMBER 14,
1997 1996
(UNAUDITED) (UNAUDITED)
------------ -------------
NET SALES $1,153,378,491 $1,157,856,250
COSTS AND EXPENSES
Cost of sales 1,038,050,206 1,045,997,174
Operating and administrative 105,281,014 103,111,302
Interest expense 4,745,848 4,297,530
Interest income (1,417,622) (1,794,116)
Gain on sale of property and equipment (2,100,328) (1,871,378)
-------------- --------------
TOTAL COSTS AND EXPENSES 1,144,559,118 1,149,740,512
-------------- --------------
EARNINGS BEFORE TAXES ON INCOME 8,819,373 8,115,738
TAXES ON INCOME 3,175,000 2,829,000
-------------- --------------
NET EARNINGS $ 5,644,373 $ 5,286,738
============== ==============
NET EARNINGS PER CLASS A SHARE $ .47 $ .43
WEIGHTED AVERAGE NUMBER OF CLASS A
SHARES OUTSTANDING 11,952,729 12,292,810
DIVIDENDS DECLARED PER CLASS A SHARE $ .025 $ .025
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SPARTAN STORES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
SEPTEMBER 13,
1997 MARCH 29,
(UNAUDITED) 1997
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ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 35,103,233 $ 34,198,752
Marketable securities 15,085,616 17,605,880
Accounts receivable 71,452,602 67,045,013
Refundable taxes on income 372,539 6,026,221
Inventories 97,523,570 85,209,192
Prepaid expenses 8,903,055 7,867,173
Deferred taxes on income 5,585,000 5,751,000
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TOTAL CURRENT ASSETS 234,025,615 223,703,231
OTHER ASSETS 7,283,044 6,918,350
PROPERTY AND EQUIPMENT 313,974,866 308,996,573
Less accumulated depreciation and amortization 142,527,990 135,988,572
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NET PROPERTY AND EQUIPMENT 171,446,876 173,008,001
------------ ------------
TOTAL ASSETS $412,755,535 $403,629,582
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LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable $ 24,500,000 $ 33,500,000
Accounts payable 95,117,672 78,130,484
Insurance reserves 18,088,495 17,172,342
Current maturities of long-term debt 5,849,911 6,598,927
Current obligations under capital leases 621,472 593,078
Other current liabilities 21,488,747 27,035,106
------------ ------------
TOTAL CURRENT LIABILITIES 165,666,297 163,029,937
DEFERRED GAIN ON SALE OF PROPERTY AND EQUIPMENT 387,133 213,198
DEFERRED TAXES ON INCOME 2,807,000 2,807,000
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS 4,545,483 4,545,483
LONG-TERM DEBT 127,784,550 124,010,394
LONG-TERM OBLIGATIONS UNDER CAPITAL LEASES 1,463,874 1,765,996
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SHAREHOLDERS' EQUITY
Class A common stock, voting, par value
$2 per share 23,633,086 24,065,700
Additional paid-in capital 17,627,238 18,406,969
Retained earnings 68,840,874 64,784,905
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TOTAL SHAREHOLDERS' EQUITY 110,101,198 107,257,574
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $412,755,535 $403,629,582
============ ============
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SPARTAN STORES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
TWO QUARTERS (24 WEEKS) ENDED
-----------------------------
SEPTEMBER 13, SEPTEMBER 14,
1997 1996
(UNAUDITED) (UNAUDITED)
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CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 5,644,373 $ 5,286,738
Adjustments to reconcile net earnings to net
cash provided by (used in) operating activities:
Depreciation and amortization 9,821,727 8,976,712
Deferred taxes on income 166,000 66,000
Gain on sale of property and equipment (2,100,328) (1,871,378)
Change in assets and liabilities:
Marketable securities 2,520,264 380,573
Accounts receivable (4,407,589) (5,299,133)
Refundable taxes on income 5,653,682 6,436,296
Inventories (12,314,378) (5,394,099)
Prepaid expenses (1,035,882) (989,062)
Accounts payable 16,987,188 19,471,131
Rebates due to customers (2,303,596) 930,167
Accrued payroll and benefits (2,159,513) (1,204,863)
Insurance reserves 916,153 (656,763)
Other accrued expenses (1,083,250) (493,430)
------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 16,304,851 25,638,889
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment (15,226,451) (24,839,898)
Proceeds from the sale of property and equipment 9,147,629 6,235,809
Other (310,213) (385,067)
------------ ------------
NET CASH USED IN INVESTING ACTIVITIES (6,389,035) (18,989,156)
CASH FLOWS FROM FINANCING ACTIVITIES
Changes in notes payable (9,000,000) (5,000,000)
Proceeds from long-term borrowings 18,649,130 19,786,698
Repayment of long-term debt (15,623,988) (23,636,169)
Reduction of obligations under capital leases (273,728) (274,882)
Proceeds from sale of common stock 1,661,848 1,614,625
Common stock purchased (4,126,173) (5,157,605)
Dividends paid (298,424) (305,603)
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NET CASH USED IN FINANCING ACTIVITIES (9,011,335) (12,972,936)
------------ ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 904,481 (6,323,203)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 34,198,752 39,796,018
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF SECOND QUARTER $ 35,103,233 $ 33,472,815
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SPARTAN STORES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
CLASS A ADDITIONAL
COMMON PAID-IN RETAINED
STOCK CAPITAL EARNINGS
------- ---------- --------
BALANCE - MARCH 30, 1996 $ 24,920,960 $ 19,622,472 $ 58,043,279
CLASS A COMMON STOCK TRANSACTIONS
801,410 shares purchased (1,602,820) (4,367,053) (2,355,162)
373,780 shares issued 747,560 3,151,550
NET EARNINGS 9,702,725
CASH DIVIDENDS - $.05 PER SHARE (605,937)
------------ ------------- -------------
BALANCE - MARCH 29, 1997 24,065,700 18,406,969 64,784,905
CLASS A COMMON STOCK TRANSACTIONS
368,239 shares purchased (736,478) (2,137,715) (1,289,980)
151,932 shares issued 303,864 1,357,984
NET EARNINGS 5,644,373
CASH DIVIDENDS - $.025 PER SHARE (298,424)
------------ ------------- -------------
BALANCE - SEPTEMBER 13, 1997 $ 23,633,086 $ 17,627,238 $ 68,840,874
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ACCOUNTING POLICIES
The 1997 annual report contains a summary of significant accounting
policies in the notes to consolidated financial statements. The Company
follows the same accounting policies in the preparation of interim
financial statements.
ACCOUNTS RECEIVABLE
Accounts receivable include the current portion of notes receivable and are
shown net of allowances for credit losses of $3,031,000 and $3,160,000 at
September 13, 1997 and March 29, 1997, respectively.
INVENTORIES
Inventories are stated at the lower of cost or market using the LIFO
(last-in, first-out) method. If replacement cost had been used, inventories
would have been $46,667,000 and $44,986,000 higher at September 13, 1997
and March 29, 1997, respectively.
ACCOUNTS PAYABLE
Accounts payable include $18,143,000 and $15,523,000 at September 13, 1997
and March 29, 1997, respectively, representing checks which have been
issued and have not cleared the Company's controlled disbursing bank
accounts.
SHAREHOLDERS' EQUITY
On May 28, 1997, the Board of Directors approved an amendment to the
Restated Articles of Incorporation to increase the authorized capital stock
to 20,000,000 shares of Class A common stock and 5,000,000 shares of
Class B common stock and authorized a ten-for-one stock split for
shareholders of record on May 31, 1997. The stock split was subject to
approval of the amendment by the Company's shareholders. The amendment was
approved by the shareholders and became effective on July 15, 1997.
Accordingly, share and per share amounts have been restated throughout the
consolidated financial statements.
RECLASSIFICATIONS
Certain reclassifications relating to service revenues and pass-through
billings have been made to the prior year's financial statements to conform
to the second quarter and first twenty-four weeks of fiscal 1998
presentation. Previously, service revenues were netted against the related
costs and pass-through billings were recorded as sales and cost of sales.
These reclassifications did not affect net earnings as previously reported.
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STATEMENT OF REGISTRANT
The data presented herein is unaudited, but in the opinion of management
includes all adjustments (which consist solely of normal recurring
accruals) necessary for a fair presentation of the consolidated financial
position of the Company and its subsidiaries at September 13, 1997 and the
results of their operations and the changes in cash flows for the periods
ended September 13, 1997 and September 14, 1996. These interim results are
not necessarily indicative of the results of the fiscal years as a whole.
CONTINGENCIES
On August 21, 1996, the Attorney General for the State of Michigan filed an
action in Michigan circuit court against the leading cigarette
manufacturers operating in the United States, twelve wholesalers and
distributors of tobacco products in Michigan (including three Company
subsidiaries) and others seeking certain injunctive relief, the
reimbursement of $4 billion in Medicaid and other expenditures incurred or
to be incurred by the State of Michigan to treat diseases allegedly caused
by cigarette smoking and punitive damages of $10 billion. Subsequent to
the end of fiscal year 1997, two separate actions have been filed in the
state courts in Tennessee on behalf of the individual plaintiffs and as a
class action in one case and on behalf of the State of Tennessee and its
taxpayers in the other case, and twelve separate actions have been filed by
individual plaintiffs in state courts in Pennsylvania, against the leading
cigarette manufacturers operating in the United States and certain
wholesalers and distributors, including a subsidiary of the Company. In
these separate cases, the plaintiffs are seeking compensatory, punitive and
other damages, reimbursement of medical and other expenditures and
equitable relief. The Company believes that its subsidiaries have valid
defenses to these legal actions. These actions will be vigorously
defended. One of the cigarette manufacturers named as a defendant in each
action has agreed to indemnify the Company's subsidiaries from damages
arising out of these actions. Management believes that the ultimate
outcome of these actions should not have a material adverse effect on the
consolidated financial position, results of operations or liquidity of the
Company.
Various other lawsuits and claims, arising in the ordinary course of
business, are pending or have been asserted against the Company. While the
ultimate effect of such actions cannot be predicted with certainty,
management believes that their outcome will not result in a material
adverse effect on the consolidated financial position, operating results or
liquidity of the Company.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth items from the Company's Consolidated
Statements of Earnings as percentages of net sales:
SECOND QUARTER (12 WEEKS) ENDED TWO QUARTERS (24 WEEKS) ENDED
------------------------------- -----------------------------
SEPTEMBER 13, SEPTEMBER 14, SEPTEMBER 13, SEPTEMBER 14,
1997 1996 1997 1996
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
------------ ------------ ------------ -------------
Net sales 100.0% 100.0% 100.0% 100.0%
Gross profit 10.0 9.7 10.0 9.7
Less:
Operating and administrative expenses 9.1 8.9 9.1 8.9
Interest expense .4 .4 .4 .4
Interest income (.1) (.2) (.1) (.1)
Gain on sale of property and equipment (.2) (.1) (.2) (.2)
----- ----- ----- -----
Total 9.2 9.0 9.2 9.0
----- ----- ----- -----
Earnings before income taxes .8 .7 .8 .7
Taxes on income .3 .3 .3 .2
----- ----- ----- -----
Net earnings .5% .4% .5% .5%
===== ===== ===== =====
NET SALES
Net sales for the second quarter and first twenty-four weeks of fiscal
1998 were approximately equal to the same periods the prior year.
Sales in the Distribution segment decreased as a result of the loss of
a major customer of J.F. Walker Company, Inc. and continued to be
negatively impacted by highly competitive market conditions, primarily
related to the prices of cigarette products. However, this reduction
in sales volume was offset primarily by increased sales to pharmacies
and service fees. Insurance segment and Real Estate and Finance
segment sales for the second quarter and first twenty-four weeks of
fiscal 1998 were similar to comparable periods last year.
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GROSS PROFIT
Gross profit as a percentage of net sales increased to 10.0% for the
second quarter and first twenty-four weeks of fiscal 1998 compared to
9.7% for the comparable periods last year. The improvement in gross
profit for the second quarter and first twenty-four weeks of fiscal
1998 was due primarily to increases in promotional income and information
technology service fees and hardware and software sales. The Company
anticipates that gross profit will continue to be positively impacted by
increases in service fee income and hardware and software sales during the
third and fourth quarters of fiscal 1998.
OPERATING AND ADMINISTRATIVE EXPENSES
Operating and administrative expenses as a percentage of net sales were
9.1% for both the second quarter and the first twenty-four weeks of fiscal
1998 compared to 8.9% for the comparable periods last year. The increase in
operating and administrative expenses for the second quarter and the first
twenty-four weeks of fiscal 1998 was due primarily to costs incurred by the
Company to upgrade its software to be compliant with the year 2000. The
Company has budgeted approximately $6.0 million over the next two fiscal
years to upgrade its software to accommodate the years beginning with 2000.
INTEREST EXPENSE AND INCOME
Interest expense increased $.4 million for both the second quarter and
the first twenty-four weeks of fiscal 1998 compared to the same
periods last year. The increase in interest expense was due primarily
to additional borrowings under the Company's bank credit agreement as
a result of the development of retail properties and higher inventory
levels. Interest income decreased approximately $.2 million for the
second quarter and $.4 million for the first twenty-four weeks of
fiscal 1998 compared to the same periods last year. The reduction in
interest income was due primarily to a decrease in notes receivable.
In addition, finance fees earned on past due accounts decreased as a
result of a reduction in delinquent accounts.
GAIN ON SALE OF PROPERTY AND EQUIPMENT
The gain on sale of property and equipment of $2.1 million in the
first twenty-four weeks of fiscal 1998 was due primarily to the sale
of retail properties. The gain on sale of property and equipment of
$1.9 million reported for the first twenty-four weeks of fiscal 1997
was due primarily to the sale of retail properties in both the first
and second quarters and the sale of the distribution facility of
Capistar, Inc. ("Capistar") during the first quarter.
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NET EARNINGS
Net earnings increased approximately $.3 million and $.4 million over
the comparable second quarter and first twenty-four week periods of
fiscal 1997. Net earnings in the Distribution segment were
$1.3 million in the second quarter and $2.9 million for the first
twenty-four weeks of fiscal 1998 compared to $1.4 million and
$3.2 million, respectively, for the same periods of fiscal 1997. The
decrease in net earnings in the Distribution segment for the first
twenty-four weeks of fiscal 1998 was due primarily to the reasons
described above for the reduction of the Company's net sales and the
non-recurring gain realized on the sale of the Capistar facility in the
first quarter of fiscal 1997. Net earnings in the Insurance segment for
the second quarter and the first twenty-four weeks of fiscal 1998 were
$.4 million and $.8 million, respectively, which were equivalent to
the corresponding periods last fiscal year. Net earnings in the Real
Estate and Finance segment were $1.1 million for the second quarter
and $2.0 million for the first twenty-four weeks of fiscal 1998
compared to $.6 million and $1.0 million, respectively, for the same
periods last year. The improvement in net earnings in the Real Estate
and Finance segment for both the second quarter and first twenty-four
weeks of fiscal 1998 compared to the same periods last year was due
primarily to an increase in the number of retail property sales.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal sources of liquidity are cash flows from operating
activities and borrowings under a bank credit agreement. Net cash
provided by operations was $16.3 million for the first twenty-four weeks
of fiscal 1998 compared to $25.6 million for the same period last year.
The decrease in cash provided by operations resulted primarily from an
increase in cigarette inventories.
Net cash used in investing activities, primarily purchases of property
and equipment, was $6.4 million for the first twenty-four weeks of
fiscal 1998 compared to $19.0 million for the comparable period last
year. The reduction of cash used in investing activities during the
first twenty-four weeks of fiscal 1998 compared to the same period last
year was due primarily to lower levels of capital expenditures of BASE
(Business Automation Support Environment) projects. Management
expects that fiscal 1998 capital expenditures will be approximately
$25 million.
CAUTIONARY STATEMENTS FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Except for the historical information contained in the report, the
matters discussed in this report include forward looking statements
which involve risk and uncertainties including but not limited to
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economic, competitive, governmental and technological factors
affecting the Company's operations, markets, products, services and
prices, and other factors discussed in the Company's filings with the
Securities and Exchange Commission.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
For a discussion of certain litigation, reference is made to
"Contingencies" in the Notes to Consolidated Financial
Statements included in Part I, Item 1, of this report, which
is incorporated herein by reference.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
A discussion of an amendment to the Company's Restated Articles of
Incorporation appears in Part II, Item 5, of the Company's Report
on Form 10-Q for the period ended June 21, 1997 and is herein
incorporated by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
A discussion of the results of voting at the Annual Meeting of
Shareholders held on July 15, 1997 appears in Part II, Item 5 of
the Company's Report on Form 10-Q for the period ended June 21,
1997 and is herein incorporated by reference.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS. The following documents are filed as
exhibits to this report on Form 10-Q:
EXHIBIT NUMBER DOCUMENT
27 Financial Data Schedule
(b) REPORTS ON FORM 8-K. No reports on Form 8-K have been
filed during the period for which this report is filed.
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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.
Date: October 28, 1997 SPARTAN STORES, INC.
(Registrant)
By /S/CHARLES B. FOSNAUGH
Charles B. Fosnaugh
Senior Vice President Business
Development and Finance
(Principal Financial Officer
and duly authorized
signatory for Registrant)
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EXHIBIT INDEX
EXHIBIT NUMBER DOCUMENT
27 Financial Data Schedule