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 (16 weeks) ended June 16, 2001.
[_] 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)
(952) 828-4000
(Registrant's telephone number, including area code)
(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 July 20, 2001 is as follows:
Title of Each Class Shares Outstanding
------------------- ------------------
Common Shares 133,065,701
PART I - FINANCIAL INFORMATION
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Item 1: Financial Statements
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CONSOLIDATED STATEMENTS OF EARNINGS
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SUPERVALU INC. and Subsidiaries
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(In thousands, except per share data)
First quarter (16 weeks) ended
June 16, 2001 % of sales June 17, 2000 % of sales
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Net sales $6,931,568 100.00% $6,953,393 100.00%
Costs and expenses:
Cost of sales 6,160,676 88.88 6,205,121 89.24
Selling and administrative expenses 600,440 8.66 558,594 8.03
Amortization of goodwill 14,865 0.21 15,065 0.22
Interest
Interest expense 62,657 0.90 63,636 0.92
Interest income 6,430 0.09 6,021 0.09
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Interest expense, net 56,227 0.81 57,615 0.83
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Total costs and expenses 6,832,208 98.57 6,836,395 98.32
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Earnings before income taxes 99,360 1.43 116,998 1.68
Provision for income taxes
Current 36,894 39,713
Deferred 3,049 7,320
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Income tax expense 39,943 0.58 47,033 0.67
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Net earnings $ 59,417 0.86% $ 69,965 1.01%
==========================================================================
Net earnings per common share- diluted $ 0.45 $ 0.53
Net earnings per common share- basic $ 0.45 $ 0.53
Weighted average number of common
shares outstanding
Diluted 132,576 133,026
Basic 132,493 131,987
Dividends declared per common share $ 0.1375 $ 0.1350
All data subject to year-end audit. See notes to consolidated financial
statements.
2
CONSOLIDATED STATEMENTS OF NET SALES AND EARNINGS
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SUPERVALU INC. and Subsidiaries
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(In thousands)
First Quarter (16 weeks) ended
June 16, 2001 June 17, 2000
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Net Sales
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Retail food $2,820,199 $2,698,508
% of total 40.7% 38.8%
Food distribution 4,111,369 4,254,885
% of total 59.3% 61.2%
Total net sales $6,931,568 $6,953,393
100.0% 100.0%
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Earnings
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Retail food $ 91,616 $ 109,397
% of sales 3.2% 4.1%
Food distribution 75,787 74,909
% of sales 1.8% 1.8%
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Subtotal 167,403 184,306
% of sales 2.4% 2.7%
General corporate expenses (11,816) (9,693)
---------------------------------------------------
Total operating earnings 155,587 174,613
% of sales 2.2% 2.5%
Interest income 6,430 6,021
Interest expense (62,657) (63,636)
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Earnings before income taxes 99,360 116,998
Provision for income taxes (39,943) (47,033)
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Net earnings $ 59,417 $ 69,965
=========================================================================================================================
All data subject to year-end audit. See notes to consolidated
financial statements.
3
CONDENSED CONSOLIDATED BALANCE SHEETS
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SUPERVALU INC. and Subsidiaries First Quarter Fiscal Year End
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(In thousands) June 16, February 24,
2001 2001
Assets
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Current Assets
Cash and cash equivalents $ 40,071 $ 10,396
Receivables, net 549,911 582,923
Inventories 1,281,603 1,350,061
Other current assets 142,469 148,296
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Total current assets 2,014,054 2,091,676
Long-term notes receivable 167,223 161,388
Property, plant and equipment, net 2,146,732 2,232,794
Goodwill 1,561,917 1,576,780
Other assets 419,817 344,534
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Total assets $ 6,309,743 $ 6,407,172
===================================================
Liabilities and Stockholders' Equity
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Current Liabilities
Notes payable $ 473,587 $ 579,039
Accounts payable 1,377,927 1,396,011
Current debt and obligations under capital leases 57,781 54,668
Other current liabilities 264,635 311,452
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Total current liabilities 2,173,930 2,341,170
Long-term debt and obligations under capital leases 2,012,362 2,008,474
Other liabilities and deferred income taxes 290,236 264,033
Total stockholders' equity 1,833,215 1,793,495
---------------------------------------------------
Total liabilities and stockholders' equity $ 6,309,743 $ 6,407,172
===================================================
All data subject to year-end audit. See notes to consolidated
financial statements.
4
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
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SUPERVALU INC. and Subsidiaries
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(In thousands, except per share data)
Common Stock Capital in Treasury Stock
Accumulated
Excess of Retained Other
Shares Amount Par Value Shares Amount Earnings Comprehensive Loss Total
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BALANCES AT
FEBRUARY 26, 2000 150,670 150,670 132,226 (16,008) (308,788) 1,847,371 - 1,821,479
Net earnings - - - - - 81,965 - 81,965
Sales of common stock
Under option plans - - (3,538) 279 7,095 - - 3,557
Cash dividends declared
on common stock-
$.5475 per share - - - - - (72,903) - (72,903)
Compensation under
employee incentive plans - - (196) 366 8,271 - - 8,075
Purchase of shares for
treasury - - - (2,933) (48,678) - - (48,678)
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BALANCES AT
FEBRUARY 24, 2001 150,670 $150,670 $128,492 (18,296) $(342,100) $1,856,433 - $1,793,495
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Net earnings - - - - - 59,417 - 59,417
Sales of common stock
Under option plans - - (347) 26 552 - - 205
Cash dividends declared
on common stock-
$.1375 per share - - - - - (18,325) - (18,325)
Compensation under
employee incentive plans - - (1,842) 435 7,554 - - 5,712
Other comprehensive loss - - - - - - (7,289) (7,289)
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BALANCES AT
JUNE 16, 2001 150,670 $150,670 $126,303 (17,835) $(333,994) $1,897,525 $(7,289) $1,833,215
===================================================================================================================================
All data subject to year-end audit See notes to consolidated
financial statements.
5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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SUPERVALU INC. and Subsidiaries
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(In thousands)
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Year-to-date
(16 weeks ended)
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June 16, June 17,
2001 2000
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Net cash provided by operating activities $ 217,956 $ 246,387
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Cash flows from investing activities
Additions to long-term notes receivable (16,799) (17,271)
Proceeds received on long-term notes receivable 11,137 6,183
Proceeds from sale of assets 22,303 11,636
Purchase of property, plant and equipment (67,416) (113,794)
Other cash used in investing activities (24,507) (44,412)
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Net cash used in investing activities (75,282) (157,658)
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Cash flows from financing activities
Net increase in checks outstanding, net of deposits 30,947 4,250
Net (reduction) issuance of short-term notes payable (105,452) 92,286
Proceeds from issuance of long-term debt 10,000 -
Repayment of long-term debt (5,576) (91,492)
Dividends paid (36,525) (36,095)
Payment for purchase of treasury stock - (48,604)
Other cash used in financing activities (6,393) (8,213)
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Net cash used in financing activities (112,999) (87,868)
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Net increase in cash and cash equivalents 29,675 861
Cash and cash equivalents at beginning of quarter/year 10,396 10,920
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Cash and cash equivalents at the end of first quarter $ 40,071 $ 11,781
========================================================================================================
Supplemental Information:
Pretax LIFO expense $ (2,341) $ (641)
Pretax depreciation and amortization $ 103,021 $ 96,349
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 set forth in the Annual Report on Form 10-K of
SUPERVALU INC. ("SUPERVALU" or the "company") for its fiscal year ended February
24, 2001 ("fiscal 2001").
Financial Accounting Standard 133, "Accounting for Derivative Instruments and
Hedging Activities," became effective for the Company on February 25, 2001.
Therefore, at that date, the company's interest rate swap agreements were
recorded on its balance sheet at fair value, resulting in recognition of a
liablility of $23.5 million, a non-current asset of $10.8 million, a debit to
other comprehensive loss of $7.3 million, and a deferred tax liability of $4.7
million. There was no material impact on pre-tax earnings for first quarter
2002. As of June 16, 2001, the swaps were revalued, resulting in a decrease of
$0.7 million to the liability. On July 6, 2001, the swaps were terminated which
had no material cash impact.
Statement of Registrant
- -----------------------
The data presented herein is unaudited but, in the opinion of management,
includes all adjustments necessary for a fair presentation of the condensed
consolidated financial position of the company and its subsidiaries at June 16,
2001 and June 17, 2000, and the results of the company's operations and
condensed cash flows for the periods then ended. These interim results are not
necessarily indicative of the results of the fiscal years as a whole.
Restructure and Other Charges
- -----------------------------
In the fourth quarter of fiscal 2001, the company completed a company-wide asset
review to identify assets that do not meet return objectives, provide long-term
strategic opportunities, or justify additional capital investment. As a result,
the company recorded restructure and other charges of $171.3 million include
$89.7 million of asset impairment charges, $52.1 million for lease subsidies,
lease cancellation fees, future payments on exited leased facilities and
guarantee obligations and $39.8 million for severance and employee related
costs, offset by a reduction in the fiscal 2000 reserve of $10.3 million for
lease subsidies and future payments on exited leased facilities. These actions
include a net reduction of approximately 4,500 employees throughout the
organization. Management expects the majority of these actions to be completed
by the end of fiscal 2002.
Details of the fiscal 2001 restructure activity for fiscal 2002 follow:
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Balance Balance
(In thousands, except for employees) February 24, Fiscal 2002 June 16,
2001 Activity 2001
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Consolidation of distribution centers $41,499 $1,325 $40,174
Exit of non-core retail markets 33,735 42 33,693
Disposal of non-core assets and other administrative reductions 16,619 238 16,381
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Total restructure and other charges $91,853 $1,605 $90,248
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Employees 4,500 200 4,300
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The reserves at the end of first quarter fiscal 2002 for fiscal 2001 restructure
charges were $90.2 million, including $51.9 million for lease subsidies, lease
terminations and future payments on exited leased facilities and $38.3 million
for severance and employee related costs.
In fiscal 2000, the company recorded pre-tax restructure and other charges of
$103.6 million as a result of an extensive review to reduce costs and enhance
efficiencies. This amount was then reduced by $10.3 million in fiscal 2001,
primarily for a change in estimate for the closure of a remaining facility,
which will occur in the second quarter of fiscal 2002. The restructure charges
include costs for facility consolidation, non-core store disposal, and
rationalization of redundant and certain decentralized administrative functions.
7
Details of the fiscal 2000 restructure activity for fiscal 2002 follow:
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Balance February 24, Fiscal 2002 Balance June
(In thousands, except for employees) 2001 Activity 16, 2001
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Facility consolidation $11,472 $ 220 $ 11,252
Non-core store disposal 4,404 826 3,578
Infrastructure realignment 1,980 196 1,784
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Total restructure and other charges $17,856 $1,242 $ 16,614
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Employees 463 6 457
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The reserves at the end of first quarter fiscal 2002 for fiscal 2000 restructure
charges were $16.6 million, including $9.5 million for lease subsidies, lease
terminations and future payments on exited leased facilities and $7.1 million
for severance and employee related costs.
Item 2: Management's Discussion and Analysis of Financial Condition and
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Results of Operations
---------------------
Results of Operations
- ---------------------
For the first quarter of fiscal 2002, the company achieved sales of $6.9
billion, net earnings of $59.4 million and diluted earnings per share of $0.45.
Last year, sales were $7.0 billion, net earnings were $70.0 million and diluted
earnings per share were $0.53.
Net sales
Net sales decreased 0.3 percent compared to last year. Retail food sales
increased 4.5 percent and food distribution sales decreased 3.4 percent.
Retail food sales increased over last year primarily due to 112 new store
openings including 95 new limited assortment stores over the past twelve months.
Same-store sales were approximately a negative 1.5 percent due to the effect of
competitive activities in certain markets and cannibalization. Food distribution
sales decreased from last year due to lower sales volumes from Kmart and the
impact of restructuring activity, offset in part by new business. The supply
agreement with Kmart terminated June 30, 2001.
Gross profit
Gross profit as a percentage of net sales was 11.1 percent compared to 10.8
percent last year. The increase was primarily due to distribution expense
reductions in the logistics operations.
Selling and administrative expenses
Selling and administrative expenses, including goodwill amortization, as a
percentage of sales were 8.9 percent for the current year compared to 8.3
percent last year. The increase in selling and administrative expenses as a
percentage of sales was primarily due to the growing proportion of the company's
retail business, which operates at a higher selling and administrative expense
as a percentage of net sales than the food distribution business.
Operating earnings
The company's pretax operating earnings (earnings before interest and taxes)
decreased to $155.6 million compared to $174.6 million last year, a 10.9 percent
decrease. Operating earnings before depreciation and amortization decreased to
$258.6 million compared with $271.0 million last year, a 4.6 percent decrease.
Retail food operating earnings decreased 16.3 percent to $91.6 million, or 3.2
percent of sales, from last year's $109.4 million, or 4.1 percent of sales, as
sales gains were fully offset by higher promotional and selling and
administrative expenses in certain markets. Retail food operating earnings
before depreciation and amortization decreased 9.4 percent to $142.9 million, or
5.1 percent of sales, from last year's $157.7 million, or 5.8 percent of sales.
Food distribution operating earnings increased 1.2 percent to $75.8 million, or
1.8 percent of sales, from last year's $74.9 million, or 1.8 percent of sales,
due to cost reductions in distribution. Food distribution operating earnings
before depreciation and amortization increased 3.8 percent to $126.7 million, or
3.1 percent of sales, from last year's $122.0 million, or 2.9 percent of sales.
Interest expense
Interest expense decreased to $62.7 million compared with $63.6 million last
year due to lower overall borrowing levels and lower interest rates since last
year. Interest income increased to $6.4 million compared to $6.0 million last
year.
8
Income taxes
The effective tax rate was 40.2 percent in the first quarter this year,
comparable to last year.
Net earnings
Net earnings decreased 15.1 percent to $59.4 million or $0.45 per share -diluted
compared with last year's net earnings of $70.0 million or $0.53 per share -
diluted. Cash earnings decreased to $0.56 per share - diluted compared with last
year's $0.64 per share - diluted. Weighted average shares - diluted decreased to
132.6 million compared with last year's 133.0 million.
Liquidity and Capital Resources
- -------------------------------
Internally generated funds from operations continued to be the major source of
liquidity and capital growth. Cash provided from operations was $218.0 million,
compared with $246.4 million last year. The decrease is primarily due to a
decrease in net earnings of $10.5 million and a decrease in net inventory of
$68.1 million compared to $84.3 million last year. Net cash used in investing
activities was $75.3 million, compared with $157.7 million last year. The
decrease is primarily due to lower property, plant & equipment purchases. Net
cash used in financing activities was $113.0 million, compared with $87.9
million last year. The increase in cash used is primarily due to the reduction
of short-term notes payable, partially offset by the purchase of treasury stock
during the first quarter of last year.
Management expects that the company will continue to replenish operating assets
and reduce aggregate debt with internally generated funds. The company has
adequate short-term and long-term financing capabilities to fund its capital
expenditures plan and acquisitions as the opportunities arise. SUPERVALU will
continue to use short-term and long-term debt as a supplement to internally
generated funds to finance its activities. Maturities of debt issued will depend
on management's views with respect to the relative attractiveness of interest
rates at the time of issuance.
The company has entered into revolving credit agreements with various financial
institutions, which are available for general corporate purposes, to support the
company's commercial paper program and for the issuance of letters of credit. A
$400 million revolving credit agreement, with rates tied to LIBOR, is in place
and expires in October 2002. As of June 16, 2001, the company had $170 million
of borrowings and $23.2 million of letters of credit outstanding under this
agreement. In August 1999, the company executed a 364-day, $300 million
revolving credit agreement with rates tied to LIBOR. As of June 16, 2001, the
company had $300 million of borrowings outstanding under this agreement. This
agreement was amended and restated in August 2000 to change the maturity date to
August 2001. The company expects to replace this agreement prior to its
expiration date. The company has $29.0 million reinvested in marketable
securities.
Company-Wide Asset Review
- -------------------------
In the fourth quarter of fiscal 2001, the company completed a company-wide asset
review to identify assets that do not meet return objectives, provide long-term
strategic opportunities, or justify additional capital investment. As a result
the company recorded charges of $240.1 million pre-tax, or $153.9 million after
tax. The charges are net of a $10.3 million reversal of the fiscal 2000
restructure charge.
The restructure and other charges of $171.3 million include $89.7 million of
asset impairment charges, $52.1 million for lease subsidies, lease cancellation
fees, future payments on exited leased facilities and guarantee obligations and
$39.8 million for severance and employee related costs, offset by a reduction in
the fiscal 2000 reserve of $10.3 million for lease subsidies and future payments
on exited leased facilities. These actions include a net reduction of
approximately 4,500 employees throughout the organization. Management expects
the majority of these actions to be completed by the end of fiscal 2002.
During first quarter fiscal 2002, the company announced the closure of six
distribution centers and the exit of two non-core retail markets relating to the
fiscal 2001 restructure charges. The reserves at the end of first quarter fiscal
2002 for fiscal 2001 restructure charges were $90.2 million, including $51.9
million for lease subsidies, lease terminations and future payments on exited
leased facilities and $38.3 million for severance and employee related costs.
During the fourth quarter of fiscal 2001, the company reduced the fiscal 2000
restructure reserve by $10.3 million primarily for a change in estimate for the
closure of a remaining facility, which will occur in the second quarter of
fiscal 2002. The reserves at the end of first quarter fiscal 2002 for fiscal
2000 restructure charges were $16.6 million, including $9.5 million for lease
subsidies, lease terminations and future payments on exited leased facilities
and $7.1 million for severance and employee related costs.
9
New accounting standards
- ------------------------
Financial Accounting Standard 133, "Accounting for Derivative Instruments and
Hedging Activities," became effective for the Company on February 25, 2001.
Therefore, at that date, the company's interest rate swap agreements were
recorded on its balance sheet at fair value, resulting in recognition of a
liablility of $23.5 million, a non-current asset of $10.8 million, a debit to
other comprehensive loss of $7.3 million, and a deferred tax liablility of $4.7
million. There was no material impact on pre-tax earnings for first quarter
2002. As of June 16, 2001, the swaps were revalued, resulting in a decrease of
$0.7 million to the liability. On July 6, 2001, the swaps were terminated which
had no material cash impact.
In June 2001 the Financial Accounting Standards Board approved Statement of
Financial Accounting Standard No. 142, "Goodwill and Other Intangible Assets."
SFAS No. 142 requires companies to cease amortizing goodwill that existed at
June 30, 2001. For the Company, this amortization of existing goodwill will
cease on February 23, 2002. Any goodwill resulting from an acquisition completed
after June 30, 2001 will not be amortized. SFAS No 142 also establishes a new
method of testing goodwill for impairment on an annual basis or on an interim
basis if an event occurs or circumstances change that would reduce the fair
value of a reporting unit below its carrying value. The adoption of SFAS No. 142
will result in the discontinuation of amortization of goodwill and goodwill will
be tested for impairment under the new standard beginning in the first quarter
of fiscal 2003.
Cautionary Statements for Purposes of the Safe Harbor Provisions of the Private
Securities Litigation Reform Act of 1995
The information in this Quarterly Report includes forward-looking statements.
The company's businesses are subject to certain risks and uncertainties that
could cause actual results to differ materially from those discussed in such
forward looking statements. These include, but are not limited to, the impact of
changing economic or business conditions, the impact of competition, the nature
and extent of the consolidation of the retail food and food distribution
industries, the ability to attract and retain customers for the company's
businesses, the ability to control food distribution costs, the ability of the
company to grow through acquisition and assimilate acquired entities, the
availability of favorable credit and trade terms, food price changes and other
risk factors inherent in the food wholesaling and retail businesses, all of
which are set forth in further detail in Exhibit 99(i) to this report. Any
forward-looking statement speaks only as of the date on which such statement is
made, and the company undertakes no obligation to update such statement to
reflect events or circumstances arising after such date. Other risks or
uncertainties may be detailed from time to time in the company's future
Securities and Exchange Commission filings.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
There were no material changes in market risk for the company in the period
covered by this report.
10
PART II - OTHER INFORMATION
- ---------------------------
Item 1. Legal Proceedings
- -------
There are no material pending legal proceedings, other than ordinary
routine litigation incidental to the business of the Registrant.
Item 2. Changes in Securities and Use of Proceeds
- -------
None
Item 3. Defaults Upon Senior Securities
- -------
None
Item 4. Submission of Matters to a Vote of Security Holders
- -------
None
Item 5. Other Information
- ------- -----------------
None
Item 6. Exhibits and Reports on Form 8-K.
- ------- ---------------------------------
(a) Exhibits filed with this Form 10-Q:
(10) Separation Agreement and General Release for Alec C.
Covington
(11) Computation of Earnings Per Common Share.
(99)(i) Cautionary Statements pursuant to the Securities Litigation
Reform Act.
(b) Reports on Form 8-K:
None.
11
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)
Dated: July 30, 2001 By: /s/ Pamela K. Knous
------------------------------
Pamela K. Knous
Executive Vice President,
Chief Financial Officer
(Authorized officer of Registrant)
12
EXHIBIT INDEX
- -------------
Exhibit
(10) Separation Agreement and General Release for Alec C. Covington
(11) Computation of Earnings Per Common Share
(99)(i) Cautionary Statements pursuant to the Securities Litigation Reform Act
13