SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20049 Form 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended January 26, 1996 Commission File Number 33-19645 PIGGLY WIGGLY ALABAMA DISTRIBUTING CO., INC. ______________________________________________________ (Exact name of registrant as specified in its charter) ALABAMA 63-0393676 ________________________ ___________________________________ (State of Incorporation) (I.R.S. Employer identification No.) 2400 J. Terrell Wooten Drive, Bessemer, Alabama 35020 _____________________________________________________ (Address of principal executive office and zip code) Registrant's telephone number, including area code (205) 481-2300 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 of such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each for the issuer's class of common stock, as of the latest practical date. Class Outstanding at January 26, 1996 ______ _______________________________ Common 77,234 PIGGLY WIGGLY ALABAMA DISTRIBUTING CO., INC. INDEX Part 1. Financial Information Balance Sheets - January 26, 1996 and July 28, 1995 3-4 Statements of Income - Thirteen weeks and twenty-six weeks ended January 26, 1996 and January 27, 1995 5 Statements of Stockholders' Equity - Thirteen weeks and twenty-six weeks ended January 26, 1996 and January 27, 1995 6 Statements of Cash Flows - Twenty-six weeks ended January 26, 1996 and January 27, 1995 7-8 Notes to Financial Statements 9 Management's Discussion and Analysis of Financial Conditions and Results of Operations 10 Part II. OTHER INFORMATION Exhibit 27 11 CONSOLIDATED BALANCE SHEET (UNAUDITED) January 26, 1996 Piggly Wiggly Alabama Distributing Co., Inc. and July 28, 1995 Assets January July Current assets Short-term investments $ 10,675 $ 110,675 Receivables Trade accounts 11,596,898 10,426,382 Other 159,000 160,494 Inventories 22,141,582 18,219,615 Prepaid expenses 257,570 54,063 Advanced taxes 7,700 7,700 ----------- ----------- Total current assets 34,173,425 28,978,929 Deferred accounts receivable 1,204,650 1,273,710 Property, plant and equipment, at cost net of accumulated depreciation of $11,394,692 (1995, $10,453,925) 28,282,281 23,043,157 Leased property under capital leases, net of amortization of $832,767 (1995, $504,185) 2,542,489 2,806,111 Other assets Unamortized loan costs 413,329 448,332 Property held for sale or lease 1,397,503 1,397,503 Construction in progress - 5,926,364 ----------- ----------- Total other assets 1,810,832 7,772,199 ----------- ----------- Total Assets $68,013,677 $63,874,106 ----------- ----------- ----------- ----------- See accompanying notes to unaudited financial information. CONSOLIDATED BALANCE SHEET (UNAUDITED) January 26, 1996 Piggly Wiggly Alabama Distributing Co., Inc. and July 28, 1995 Liabilities and Stockholders' Equity January July Current liabilities Checks outstanding $ 2,304,513 $ 822,440 Current installments on long-term debt 2,137,000 2,039,845 Accounts payable - trade 16,402,519 16,403,289 Accrued income taxes 72,000 - Accrued expenses 979,452 1,933,105 Accrued patronage dividend 2,797,404 2,018,506 ----------- ----------- Total current liabilities 24,692,888 23,217,185 Long-term debt, excluding current installments Notes payable 11,264,173 9,931,732 Notes payable - operators 3,520,431 3,115,427 Capitalized lease obligations 2,191,086 2,420,177 Patronage notes 9,117,627 8,573,059 Deferred compensation 139,915 171,585 Deferred income taxes 372,300 372,300 ----------- ----------- Total long-term debt 26,605,532 24,584,280 ----------- ----------- Total liabilities $51,298,420 $47,801,465 Stockholders' equity Common stock of $.01 par value per share, authorized 200,000 shares, issued 77,234 (1995, 73,236) shares $ 772 $ 732 Additional paid-in capital 14,208,987 13,252,912 Common stock purchase deposits 654,303 1,006,262 Retained earnings 1,851,195 1,812,734 ----------- ----------- Total stockholders' equity $16,715,257 $16,072,640 ----------- ----------- Total liabilities and stock- holders' equity $68,013,677 $63,874,105 ----------- ----------- ----------- ----------- See accompanying notes to unaudited financial information. Piggly Wiggly Alabama Distributing Co., Inc. CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Thirteen Weeks Ended Twenty-six Weeks Ended January 26, January 27, January 26, January 27, 1996 1995 1996 1995 Sales $111,166,990 $101,747,822 $215,888,319 $200,843,848 Cost of sales 105,701,088 96,658,844 205,283,735 190,850,242 ------------ ------------ ------------ ------------ Gross profit on sales 5,465,902 5,088,978 10,604,584 9,993,606 Purchase discounts 1,677,532 1,530,244 3,278,329 3,019,626 Other operating income 245,467 770,587 1,029,236 1,129,808 ------------ ------------ ------------ ------------ Gross profit 7,388,901 7,389,809 14,912,149 14,143,040 Depreciation & amortization 688,196 522,765 1,391,309 1,053,634 Other operating expenses 5,593,328 4,832,137 10,809,302 9,553,699 ------------ ------------ ------------ ------------ Total operating expenses 6,281,524 5,354,902 12,200,611 10,607,333 ------------ ------------ ------------ ------------ Operating income 1,107,377 2,034,907 2,711,538 3,535,707 Interest expense 544,340 421,390 1,047,385 863,166 Patronage dividends 463,037 1,513,517 1,464,153 2,472,541 ------------ ------------ ------------ ------------ Income before income taxes 100,000 100,000 200,000 200,000 Provision for income taxes 36,000 34,000 72,000 70,000 ------------ ------------ ------------ ------------ Net income $ 64,000 $ 66,000 $ 128,000 $ 130,000 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Earnings per common share and common share equivalent $ 0.82 $ 0.89 $ 1.63 $ 1.75 ------ ------ ------ ------ ------ ------ ------ ------ Earnings per common share and common share equivalent - assuming full dilution $ 0.82 $ 0.89 $ 1.63 $ 1.75 ------ ------ ------ ------ ------ ------ ------ ------ See accompanying notes to unaudited financial information. Piggly Wiggly Alabama Distributing Co., Inc. CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED) Thirteen Weeks Ended Twenty-six Weeks Ended January 26, January 27, January 26, January 27, 1996 1995 1996 1995 Common Stock Beginning balance $ 769 $ 727 $ 732 $ 690 New issues 6 6 57 59 Redemptions (3) (12) (17) (28) ----------- ----------- ----------- ----------- Ending balance $ 772 $ 721 $ 772 $ 721 Additional Paid-in Capital Beginning balance $14,123,649 $13,103,274 $13,252,912 $12,213,162 Premiums received 141,887 125,850 1,247,230 1,262,402 Refund of premiums upon redemption (56,549) (242,521) (291,155) (488,961) ----------- ----------- ----------- ----------- Ending balance $14,208,987 $12,986,603 $14,208,987 $12,986,603 Common Stock Purchase Deposits Beginning balance $ 330,254 $ 341,664 $ 1,006,262 $ 1,031,944 Cash collections 466,120 345,670 895,328 791,995 Stock issued (142,071) (125,856) (1,247,287) (1,262,461) ----------- ----------- ----------- ----------- Ending balance $ 654,303 $ 561,478 $ 654,303 $ 561,478 Retained Earnings Beginning balance $ 1,792,352 $ 1,651,278 $ 1,812,734 $ 1,682,413 Net income 64,000 66,000 128,000 130,000 Excess of stock redemption price over purchase price (5,157) (24,238) (89,539) (119,373) ----------- ----------- ----------- ----------- Ending balance $ 1,851,195 $ 1,693,040 $ 1,851,195 $ 1,693,040 Total Stockholders' equity $16,715,257 $15,241,842 $16,715,257 $15,241,842 ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- See accompanying notes to unaudited financial information. Piggly Wiggly Alabama Distributing Co., Inc. STATEMENTS OF CASH FLOWS (UNAUDITED) Twenty-six Weeks Ended January 26 January 27 1996 1995 Cash flows from operating activities: Received from customers $ 214,713,990 $ 200,736,697 Paid for cost of sales & inventories (206,815,913) (188,956,402) Paid to other supplies & employees (11,086,696) (9,658,375) Paid for patronage dividends 46,822 (497) Interest received 60,449 144,929 Interest paid (1,066,504) (874,354) Income taxes paid - (15,850) Misc. income received 955,425 735,935 ------------- ------------- Net cash provided (used) by operating activities (3,192,427) 2,112,083 ------------- ------------- Cash flows from investing activities: Purchase of equipment (405,444) (206,313) Loan costs - (189,860) Construction in process - (3,674,755) Notes receivable - net 70,553 254,229 Decrease in short-term investments 100,000 1,037,981 Proceeds - sale of property 17,175 18,435 ------------- ------------- Net cash (used) by investing activities (217,716) (2,760,283) ------------- ------------- Cash flows from financing activities: Checks outstanding - net 1,482,073 - Proceeds - operator loans 410,003 1,175,000 Proceeds - bank loan 2,317,000 - Debt reduction - long-term (1,313,550) (1,891,452) Proceeds from collections on stock subscriptions 895,328 791,995 Redemption cost of common stock (380,711) (608,362) ------------- ------------- Net cash provided (used) by financing activities 3,410,143 (532,819) ------------- ------------- Net (decrease) in cash and cash equivalents $ - $ (1,181,019) ------------- ------------- Cash and cash equivalents at beginning of the period - 2,815,253 ------------- ------------- Cash and cash equivalents at end of the period $ - $ 1,634,234 ------------- ------------- ------------- ------------- See accompanying notes to unaudited financial information. Piggly Wiggly Alabama Distributing Co., Inc. STATEMENTS OF CASH FLOWS (UNAUDITED) Twenty-six Weeks Ended January 26 January 27 1996 1995 Reconciliation of net income to net cash provided by operating activities: Net income $ 128,000 $ 130,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation & amortization 1,391,309 1,053,634 (Gain) on sale of property, plant & equipment (17,175) (258,385) Changes in assets and liabilities: (Increase) in trade receivables (1,175,516) (97,710) (Increase) in inventories (3,921,967) (763,740) (Increase) in prepaid expense (203,507) (57,657) (Decrease) in accounts payable and accrued expenses (954,424) (392,289) Increase in accrued income taxes payable 72,000 54,150 Increase in deferred patronage dividends payable 1,510,975 2,472,044 (Decrease) in deferred compensa- tion payable (27,122) (27,964) ----------- ----------- Net cash (used) by operating activities $(3,192,427) $ 2,112,083 ----------- ----------- ----------- ----------- See accompanying notes to unaudited financial information. Notes to Quarterly Financial Statements (UNAUDITED) January 26, 1996 and January 27, 1995 1. Primary earnings per common share and common share equivalent were computed by dividing net income by the weighted average number of shares and share equivalents outstanding during the period. Fully diluted earnings per common share and common share equivalents were computed as above, except that the issue of common shares under subscription is assumed to take place at the beginning of the fiscal year when the result is dilutive. 2. In the opinion of management all adjustments have been made which are necessary to reflect a fair statement of the results of operations of the interim periods. These adjustments were of a normal recurring nature and there were no unusual or nonrecurring adjustments necessary. The accounting policies followed by the Company are set forth in note 1 of the Company's financial statements in the Form 10-K report for the year ended July 28, 1995 which is incorporated by reference. 3. The results of operations for the twenty-six weeks ended January 26, 1996 and January 27, 1995 are not necessarily indicative of the results to be expected for the full year. 4. Bad debts are charged to expense when deemed uncollectible under the specific write-off method, which approximates the amount of bad debts had the reserve method been used. These statements include no bad debt expense. Bad debts have not exceeded 0.01% of sales in any year in the last 5 years. 5. Property held for sale or lease is valued at the lower of cost or net realizable value; currently that is cost. 6. As of January 26, 1996, the Company classified $3,520,431 of Operator Notes as long-term debt. The Company has both the intent and the ability, through its revolving credit agreement, to refinance these amounts on a long-term basis. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources - During the 1996 quarters presented, cash was used by operating activities due to increases in inventory and accounts receivable. During the fiscal 1995 quarters, cash was provided by operating activities. This was primarily due to increases in deferred patronage dividends. During the quarter ended January 26, 1996, the company received cash of $2,317,000 from the construction line of credit with the lead bank which is due in three years. The company repaid $5,000,000 on the construction line of credit which was borrowed the preceding quarter. Operating Results - During the twenty-six weeks ended January 26, 1996 compared to the twenty-six weeks ended January 27, 1995, sales increased 7.5% ($15,044,000) and gross profits increased 5.4% ($769,000). Gross profits increased at a lower rate than sales due to changes in the product mix and decreases in other operating income ($101,000). Operating expenses increased 15.0% ($1,593,000) due to increases in depreciation. Due to the above mentioned changes, operating income decreased 23.3% ($824,000) and, combined with a 21.3% ($184,000) increase in interest expense due to the increase long-term debt resulted in a 40.8% ($1,008,000) decrease in patronage dividends for the period. These trends were also reflected in the thirteen weeks ended January 26, 1996. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits - None (b) Reports of Form 8-K - There were no reports on form 8-K for the twenty-six weeks ended January 26, 1996. 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 hereto duly authorized. PIGGLY WIGGLY ALABAMA DISTRIBUTING CO., INC. (Registrant) Dated:______________ _________________________________ D.T. Stewart, President and Chief Executive Officer Dated:______________ _________________________________ Bobby L. Martin, Vice-President of Finance and Controller