FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period (12 weeks) ended December 4, 1993
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 1-5418
SUPERVALU INC.
(Exact name of registrant as specified in its Charter)
DELAWARE 41-0617000
................................................................................
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11840 Valley View Road, Eden Prairie, Minnesota 55344
................................................................................
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (612) 828-4000
.............................
Former name, former address and former fiscal year, if changed since last
report:
N.A.
................................................................................
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 each of the issuer's classes of Common Stock
as of January 1, 1994 is as follows:
Title of Each Class Shares Outstanding
------------------- ------------------
Common Shares 71,976,373
PART I - FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Item 1: Financial Statements
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF EARNINGS
- --------------------------------------------------------------------------------
SUPERVALU INC. and Subsidiaries
- --------------------------------------------------------------------------------
(In thousands, except per share data)
Third Quarter (12 Weeks) Ended
------------------------------------
December 4, 1993 December 5, 1992
- -------------------------------------------------------------------------------
Net sales $3,670,298 $2,960,400
Costs and expenses
Cost of sales 3,339,028 2,721,491
Selling and administrative expenses 243,553 176,865
Amortization of goodwill 2,715 239
Interest
Interest expense 27,103 19,127
Interest income 6,913 5,818
------------------------------
Interest expense, net 20,190 13,309
------------------------------
Total costs and expenses 3,605,486 2,911,904
------------------------------
Earnings before equity in earnings
of ShopKo and income taxes 64,812 48,496
Equity in earnings of ShopKo 6,474 7,965
------------------------------
Earnings before income taxes 71,286 56,461
Provision for income taxes
Current 19,224 19,857
Deferred 6,824 (122)
------------------------------
Income taxes, net 26,048 19,735
------------------------------
Net earnings $ 45,238 $ 36,726
==============================
Net earnings per common share: $0.63 $0.51
Weighted average number of common
shares outstanding 71,937 71,393
Dividends declared per common share $0.220 $0.195
Supplemental information:
After-tax LIFO income (expense) ($2,919) ($657)
All data subject to year-end audit.
See notes to consolidated financial statements.
(2)
CONSOLIDATED STATEMENTS OF EARNINGS
- -------------------------------------------------------------------------------
SUPERVALU INC. and Subsidiaries
- -------------------------------------------------------------------------------
(In thousands, except per share data)
Year-to-Date (40 Weeks) Ended
------------------------------------
December 4, 1993 December 5, 1992
- -------------------------------------------------------------------------------
Net sales $12,249,905 $8,714,263
Costs and expenses
Cost of sales 11,188,502 8,019,739
Selling and administrative expenses 777,844 495,905
Amortization of goodwill 9,050 780
Interest
Interest expense 93,529 51,973
Interest income 22,626 18,385
------------------------------------
Interest expense, net 70,903 33,588
------------------------------------
Total costs and expenses 12,046,299 8,550,012
------------------------------------
Earnings before equity in earnings
of ShopKo and income taxes 203,606 164,251
Equity in earnings of ShopKo 10,084 15,030
------------------------------------
Earnings before income taxes 213,690 179,281
Provision for income taxes
Current 75,652 67,400
Deferred 5,392 (2,696)
------------------------------------
Income taxes, net 81,044 64,704
------------------------------------
Net earnings $ 132,646 $ 114,577
====================================
Net earnings per common share: $1.85 $1.61
Weighted average number of common
shares outstanding 71,760 71,383
Dividends declared per common share $0.635 $0.570
Supplemental information:
After-tax LIFO income $16 $1,632
All data subject to year-end audit.
See notes to consolidated financial statements.
(3)
CONSOLIDATED BALANCE SHEETS
- -------------------------------------------------------------------------------
SUPERVALU INC. and Subsidiaries Third Quarter as of Fiscal Year End
- -------------------------------------------------------------------------------
(In thousands) December 4, December 5, February 27,
Assets 1993 1992 1993
- -------------------------------------------------------------------------------
Current Assets
Cash and cash equivalents $ 2,536 $ 2,673 $ 1,773
Receivables, less allowance
for losses of $43,331 at
December 4, 1993, $42,016 at
December 5, 1992 and $38,593
at February 27, 1993 386,962 398,149 357,709
Inventories 1,255,632 1,362,852 1,134,059
Other current assets 79,425 102,179 80,052
------------------------------------------
Total current assets 1,724,555 1,865,853 1,573,593
Long-term notes receivable 93,401 106,296 82,534
Long-term investment in direct
financing leases 75,364 98,282 92,103
Property, plant and equipment
Land 157,226 140,606 162,451
Buildings 786,825 732,496 732,515
Property under construction 78,057 59,624 38,386
Leasehold improvements 119,579 90,400 103,620
Equipment 834,753 858,262 840,922
Assets under capital leases 165,891 163,052 183,236
------------------------------------------
2,142,331 2,044,440 2,061,130
Less accumulated depreciation
and amortization
Owned property, plant and
equipment 730,741 631,867 647,735
Assets under capital leases 30,607 27,742 29,154
------------------------------------------
Net property, plant
and equipment 1,380,983 1,384,831 1,384,241
Investment in ShopKo 170,482 159,044 165,464
Goodwill 427,445 438,714 436,215
Other assets 308,502 245,339 330,039
------------------------------------------
Total assets $4,180,732 $4,298,359 $4,064,189
==========================================
Liabilities and Stockholders' Equity
- -------------------------------------------------------------------------------
Current Liabilities
Notes payable $ 204,556 $ 322,025 $ 251,496
Accounts payable 945,131 942,186 864,917
Current maturities of
long-term debt 6,716 5,014 6,493
Current obligations under
capital leases 18,775 19,606 19,348
Other current liabilities 185,259 208,706 183,524
------------------------------------------
Total current liabilities 1,360,437 1,497,537 1,325,778
Long-term debt 1,108,918 1,221,288 1,112,042
Long-term obligations under
capital leases 223,830 238,882 235,344
Deferred income taxes 90,196 82,656 85,830
Other liabilities 166,912 166,474 170,375
Stockholders' equity
Common stock 75,335 75,335 75,335
Capital in excess of par value 12,785 12,248 12,584
Retained earnings 1,231,438 1,108,344 1,144,374
Treasury stock, at cost (89,119) (104,405) (97,473)
------------------------------------------
Total stockholders' equity 1,230,439 1,091,522 1,134,820
------------------------------------------
Total liabilities and
stockholders' equity $4,180,732 $4,298,359 $4,064,189
==========================================
Quarterly data subject to year-end audit.
See notes to consolidated financial statements.
(4)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
- --------------------------------------------------------------------------------------------
SUPERVALU INC. and Subsidiaries
- --------------------------------------------------------------------------------------------
(In thousands, except per share data)
Common Stock Capital in
-------------- Excess of Treasury Retained
Shares Amount Par Value Stock Earnings Total
- --------------------------------------------------------------------------------------------
BALANCES AT
FEBRUARY 29, 1992 75,335 $75,335 $12,755 ($91,496) $1,034,387 $1,030,981
Net earnings - - - - 164,526 164,526
Sales of common stock
under option plans - - (932) 8,321 - 7,389
Cash dividends declared
on common stock -
$.765 per share - - - - (54,539) (54,539)
Compensation under employee
incentive plan - - 761 6,003 - 6,764
Purchase of 787 shares
for treasury - - - (20,301) - (20,301)
-------------------------------------------------------------
BALANCES AT
FEBRUARY 27, 1993 75,335 75,335 12,584 (97,473) 1,144,374 1,134,820
Net earnings - - - - 132,646 132,646
Sales of common stock
under option plans - - 184 8,972 - 9,156
Cash dividends declared
on common stock -
$.635 per share - - - - (45,582) (45,582)
Forfeitures under employee
incentive plans - - 17 (618) - (601)
-------------------------------------------------------------
BALANCES AT
DECEMBER 4, 1993 75,335 $75,335 $12,785 ($89,119) $1,231,438 $1,230,439
==============================================================
Quarterly data subject to year-end audit.
See notes to consolidated financial statements.
(5)
CONSOLIDATED STATEMENTS OF CASH FLOWS
SUPERVALU INC. and Subsidiaries
(In thousands) Year-to-date
(40 weeks ended)
------------------------
December 4, December 5,
1993 1992
- ------------------------------------------------------------------------------
Cash flows from operating activities
Net earnings $ 132,646 $ 114,577
Adjustments to reconcile net earnings to net cash
provided from (used in) operating activities:
Equity in earnings of ShopKo (10,084) (15,030)
Dividends received from ShopKo 4,863 4,868
Depreciation and amortization 143,039 93,634
Provision for losses on receivables 6,027 5,088
Gain on sale of property, plant and equipment (174) (1,988)
Deferred income taxes 5,392 (2,696)
Treasury shares contributed to employee incentive
plans 18 2,371
Change in assets and liabilities:
Receivables (35,280) (21,510)
Inventory (121,573) (109,431)
Other current assets (1,540) 8,514
Direct finance leases 6,590 8,120
Accounts payable 80,214 95,791
Other liabilities (2,297) (82,345)
- ------------------------------------------------------------------------------
Net cash provided from operating activities 207,841 99,963
- ------------------------------------------------------------------------------
Cash flows from investing activities
Additions to long-term notes receivable (30,822) (24,665)
Payments received on long-term notes receivable (19,955) 20,818
Net reductions to note receivable from Shopko - 180,078
Proceeds from sale of property, plant and equipment 10,103 7,889
Purchase of property, plant and equipment (138,826) (129,027)
Business acquisition, net of cash acquired - (643,718)
Other investing activities 31,712 7,431
- ------------------------------------------------------------------------------
Net cash used in investing activities (107,878) (581,194)
- ------------------------------------------------------------------------------
Cash flows from financing activities
Net reduction of short-term notes payable (46,940) (38,416)
Proceeds from issuance of long-term debt 3,000 701,362
Repayment of long-term debt (5,901) (109,979)
Reduction of obligations under capital leases (13,503) (13,983)
Sale of common stock under option plans 7,907 3,350
Cash dividends paid (43,763) (39,675)
Purchase of treasury stock - (20,301)
- ------------------------------------------------------------------------------
Net cash (used in) provided from financing
activities (99,200) 482,358
- ------------------------------------------------------------------------------
Net increase in cash and cash equivalents 763 1,127
Cash and cash equivalents at beginning of year 1,773 1,546
- ------------------------------------------------------------------------------
Cash and cash equivalents at end of third quarter $ 2,536 $ 2,673
==============================================================================
All data subject to year-end audit.
See notes to consolidated financial statements.
(6)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Accounting Policies
- -------------------
The summary of significant accounting policies is included in the notes to
consolidated financial statements in the 1993 annual
report of SUPERVALU INC. ("SUPERVALU" or the "company").
Wetterau
- --------
The following unaudited pro forma results of operations assumes the acquisition
occurred at the beginning of the periods presented. The pro forma results have
been prepared for comparative purposes only and do not purport to indicate the
results of operations which would actually have occurred had the combination
been in effect on the date indicated, or which may occur in the future.
Third Quarter Year to Date
(In thousands, except 12 weeks ended 40 weeks ended
per share amounts) Dec. 5, 1992 Dec. 5, 1992
-------------- --------------
Net sales $3,848,834 $12,712,215
Net earnings 36,851 117,024
Net earnings per common share $.52 $1.64
Statement of Registrant
- -----------------------
The data presented herein is unaudited but, in the opinion of management,
includes all adjustments (which consist only of normal recurring accruals)
necessary for a fair presentation of the consolidated financial position of the
company and its subsidiaries at December 4, 1993 and December 5, 1992 and the
results of the company's operations and cash flows for the periods then ended.
These interim results are not necessarily indicative of the results of the
fiscal years as a whole.
A limited review of this data has been performed by the company's independent
certified public accountants, Deloitte & Touche. A copy of their report is
attached as an exhibit to this report.
(7)
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:
Third Quarter Year-to-Date
(12 weeks) Ended (40 weeks) Ended
-------------------------------------
Fiscal Fiscal Fiscal Fiscal
1994 1993 1994 1993
- -------------------------------------------------------------------------------
Net sales 100.00% 100.00% 100.00% 100.00%
Cost of sales (90.97) (91.93) (91.34) (92.03)
Selling and administrative (6.71) (5.98) (6.42) (5.70)
Interest expense (.74) (.65) (.76) (.60)
Interest income .18 .20 .18 .21
- -------------------------------------------------------------------------------
Earnings before equity in earnings
of ShopKo, and income taxes 1.76 1.64 1.66 1.88
Equity in earnings of ShopKo .18 .27 .08 .17
Provision for income taxes (.71) (.67) (.66) (.74)
- -------------------------------------------------------------------------------
Net earnings 1.23% 1.24% 1.08% 1.31%
===============================================================================
Net sales:
Net sales increased 24% and 41% over last year for the third quarter and year-
to-date, respectively. The increase was principally due to the acquisition of
Wetterau Incorporated ("Wetterau"). Last year's quarterly results included 4
weeks of Wetterau operations. Results were also affected by the weak retail
environment and a negligible rate of inflation. Food distribution net sales
increased 20% for the quarter and 37% year-to-date compared to the respective
periods in the prior year. Adjusting for the sale of the Salem division in
January 1993 and the Wetterau acquisition, food distribution net sales would
have increased 1% in the third quarter and year-to-date. The retail food
segment net sales increased 38% over prior year third quarter and 53% over prior
year-to-date, principally due to the acquisition of Wetterau. Without the
Wetterau acquisition, retail sales would have increased 4% for the third quarter
and 3% year-to-date over the prior year. The principal reason for these
increases was the opening of new Cub stores. Same-store sales declined 2.4% in
the third quarter and 2.7% year-to-date. New Cub Foods stores opening in
existing markets and the weak economy in the Northeast contributed to the
decline in same-store sales.
(8)
Net Sales by Segment
- -------------------------------------------------------------------------------
(In thousands)
Third Quarter (12 weeks)
--------------------------------------------------
Dec 4, 1993 Dec 5, 1992
----------------------- ----------------------
Net Sales % of total Net Sales % of total
----------- ---------- ---------- ----------
Food distribution $ 2,819,455 76.8% $2,344,358 79.2%
Retail food 850,843 23.2% 616,042 20.8%
- -------------------------------------------------------------------------------
$ 3,670,298 100.0% $2,960,400 100.0%
================================================================================
Year-to-Date (40 weeks)
--------------------------------------------------
Dec 4, 1993 Dec 5, 1992
------------------------ ----------------------
Net Sales % of total Net Sales % of total
----------- ----------- ---------- ----------
Food distribution $ 9,513,372 77.7% $6,921,328 79.4%
Retail food 2,736,533 22.3% 1,792,935 20.6%
- -------------------------------------------------------------------------------
$12,249,905 100.0% $8,714,263 100.0%
================================================================================
Gross profit:
Gross profit improved as a percentage of net sales, increasing to 9.0% and 8.7%
for the third quarter and year-to-date. This increase of 96 basis points for
the quarter and 69 basis points year-to-date was due primarily to the growing
proportion of the higher margined retail food business within the company's
total sales mix. The increase in the company's retail food business was mainly
attributable to the acquisition of Wetterau. The positive impact of the
changing sales mix was slightly offset by Wetterau's food distribution group
which incurred lower gross profit than the company's historical business.
Selling and administrative expenses:
Selling and administrative expenses as a percentage of net sales was 6.7% for
the third quarter compared to 6.0% last year. Year-to-date, the percentage was
6.4% compared to 5.7% last year. The increase in the proportion of the
company's retail food operations is the principal reason for the increased
percentage of selling and administrative expenses. Retail food operations
typically have higher selling and administrative expenses as a percentage of
sales than the food distribution operations. In addition, the higher percentages
were impacted by Wetterau which, on a percentage of net sales basis, incurred
higher selling and administrative costs in the food distribution and retail food
segments than the company's historical business.
(9)
Operating earnings:
The company's pre-tax operating earnings (earnings before interest, corporate
expenses, equity in earnings of ShopKo Stores, Inc. ("ShopKo"), and taxes)
increased 37% to $90.4 million in the third quarter and 40% to $294.7 million
year-to-date. Food distribution pre-tax operating earnings increased 35% to
$84.3 million and 39% to $274.2 million for the third quarter and year-to-date,
respectively. The acquisition of Wetterau was the primary reason for the
improved operating results. Retail food pre-tax operating earnings increased
67% to $6.1 million for the third quarter and 58% to $20.6 million year-to-date.
Improved operating results at Cub Foods and the acquisition of Wetterau were the
principal reasons for the increase.
Interest income and expense:
Interest income increased to $6.9 and $22.6 million for the third quarter and
year-to-date, respectively, compared to $5.8 and $18.4 million for the
respective periods last year. The increase in interest income was due to notes
receivable acquired in conjunction with the Wetterau acquisition. Interest
expense increased $8.0 million in the third quarter and $41.6 million year-to-
date over the respective periods last year, due to interest on debt associated
with the acquisition of Wetterau.
Equity in earnings of ShopKo:
Equity in earnings of ShopKo decreased $1.5 million and $4.9 million for the
third quarter and year-to-date, respectively, compared to last year. As
reported by ShopKo, the decrease in net earnings of ShopKo was due to lower
gross margins and higher selling, general and administrative expenses.
Competitive pricing pressures and lower-than-expected sales in apparel and
seasonal merchandise resulted in the decrease in gross margins. Costs relating
to the opening of new and remodeled stores and expenses to centralize certain
merchandise and replenishment functions caused the increase in the selling,
general and administrative expenses. ShopKo's net earnings were also negatively
impacted by the cumulative effect of a change in accounting for future post-
retirement medical benefits which was recorded as of the first quarter. In
addition, the increased tax rate due to the tax law change negatively affected
net earnings.
Provision for income taxes:
The provision for income tax as a percentage of pre-tax net earnings increased
over the prior year third quarter and year-to-date due to the Omnibus Budget
Reconciliation Act of 1993. Additional tax expense for the third quarter
because of the new tax act was $.7 million, while year-to-date additional
expense totaled $3.0 million.
Net earnings:
Net earnings for the third quarter and year-to-date were $45.2 and $132.6
million, compared to last year's earnings of $36.7 and $114.6 million,
respectively. The increase in net earnings was due principally to the Wetterau
acquisition.
(10)
Liquidity and Capital Resources
- -------------------------------
Internally-generated funds, principally from the company's food distribution
operations, continue to be the major source of capital for liquidity and capital
growth. Last year such internally-generated funds were supplemented by external
financing to fund the Wetterau acquisition. Cash provided from operating
activities increased to $207.8 million year-to-date fiscal 1994, up from $100.0
million last year. Management does not anticipate the need for external
financing except for leases or if significant acquisitions are completed.
The company will continue to use short-term and long-term debt to finance its
acquisition activities if additional funds are necessary. To that end, the
company has a "shelf registration" in effect in which the company could sell an
additional $150 million of long-term debt without further registration. In
addition, the company has $400 million of short-term credit available.
The company's long-term debt ratings are considered strong with an A rating from
Standard and Poor's and an A3 rating from Moody's. These strong ratings, the
available credit facilities and the internally generated funds provide the
company with the financial flexibility to meet its anticipated liquidity needs.
(11)
PART II - OTHER INFORMATION
---------------------------
Item 6. Exhibits and Reports on Form 8-K.
- ------ --------------------------------
(a) Exhibits filed with this Form 10-Q:
(15) Letters from Deloitte & Touche regarding unaudited interim
financial information.
(b) Reports on Form 8-K:
No reports were filed on Form 8-K during the quarter ended December
4, 1993.
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.
SUPERVALU INC. (Registrant)
By: _____________________________________
Isaiah Harris
Date: January 18, 1994 Vice President and Controller
(Chief Accounting Officer and
duly authorized officer
of Registrant)
10Q12493:1
(12)