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 November 29, 1997.
[ ] 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
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11840 VALLEY VIEW ROAD, EDEN PRAIRIE, MINNESOTA 55344
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (612) 828-4000
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Former name, former address and former fiscal year, if changed since last
report:
N/A
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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
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The number of shares outstanding of each of the issuer's classes of Common Stock
as of December 8, 1997 is as follows:
Title of Each Class Shares Outstanding
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Common Shares 60,106,000
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)
Third Quarter (12 Weeks) Ended
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November 29, 1997 % of sales November 30, 1996 % of sales
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Net sales $ 4,004,565 100.00% $ 3,904,841 100.00%
Costs and expenses:
Cost of sales 3,600,773 89.92 3,519,631 90.14
Selling and administrative expenses 306,827 7.66 291,940 7.48
Amortization of goodwill 4,568 0.11 4,488 0.11
Interest
Interest expense 29,859 0.75 32,523 0.83
Interest income 4,778 0.12 3,233 0.08
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Interest expense, net 25,081 0.63 29,290 0.75
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Total costs and expenses 3,937,249 98.32 3,845,349 98.48
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Earnings before equity in earnings
of ShopKo and income taxes 67,316 1.68 59,492 1.52
Equity in earnings of ShopKo - - 5,023 0.13
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Earnings before income taxes 67,316 1.68 64,515 1.65
Provision for income taxes
Current 25,939 22,624
Deferred 1,128 1,674
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Income tax expense 27,067 0.67 24,298 0.62
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Net earnings $ 40,249 1.01% $ 40,217 1.03%
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Net earnings per common share $ .67 $ .60
Weighted average number of common
shares outstanding 60,211 67,110
Dividends declared per common share $ .260 $ .250
Supplemental information:
After-tax LIFO (expense) $ (512) $ (3,300)
All data subject to year-end audit. See notes to consolidated financial statements.
2
CONSOLIDATED STATEMENTS OF EARNINGS
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SUPERVALU INC. and Subsidiaries
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(In thousands, except per share data)
Year-to-date (40 Weeks) Ended
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November 29, 1997 % of sales November 30, 1996 % of sales
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Net sales $ 12,903,880 100.00% $ 12,662,347 100.00%
Costs and expenses:
Cost of sales 11,605,673 89.94 11,417,484 90.17
Selling and administrative expenses 990,778 7.67 948,000 7.48
Amortization of goodwill 15,162 0.12 14,272 0.11
Interest
Interest expense 101,026 0.78 105,057 0.83
Interest income 13,808 0.10 11,861 0.09
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Interest expense, net 87,218 0.68 93,196 0.74
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Total costs and expenses 12,698,831 98.41 12,472,952 98.50
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Earnings before equity in earnings and
gain on sale of ShopKo and income taxes 205,049 1.59 189,395 1.50
Equity in earnings and gain on sale of ShopKo 93,364 0.72 9,469 0.07
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Earnings before income taxes 298,413 2.31 198,864 1.57
Provision for income taxes
Current 113,326 68,401
Deferred 5,957 8,400
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Income tax expense 119,283 0.92 76,801 0.61
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Net earnings $ 179,130 1.39% $ 122,063 0.96%
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Net earnings per common share $ 2.82 $ 1.81
Weighted average number of common
shares outstanding 63,472 67,366
Dividends declared per common share $ .770 $ .745
Supplemental information:
After-tax LIFO (expense) $ (2,057) $ (1,630)
All data subject to year-end audit. See notes to consolidated financial statements.
3
CONSOLIDATED BALANCE SHEETS
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SUPERVALU INC. and Subsidiaries Third Quarter Fiscal Year End
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(In thousands) November 29, February 22,
ASSETS 1997 1997
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Current Assets
Cash and cash equivalents $ 39,626 $ 6,539
Receivables, less allowance for losses of $14,589 at
November 29, 1997 and $17,806 at February 22, 1997 443,551 403,835
Inventories 1,287,484 1,091,805
Other current assets 84,126 98,620
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Total current assets 1,854,787 1,600,799
Long-term notes receivable 77,198 45,588
Long-term investment in direct financing leases 90,691 84,350
Property, plant and equipment
Land 137,202 140,427
Buildings 923,364 957,815
Property under construction 48,085 28,030
Leasehold improvements 152,498 150,040
Equipment 1,130,641 1,113,486
Assets under capital leases 306,469 298,757
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2,698,259 2,688,555
Less accumulated depreciation and amortization
Owned property, plant and equipment 1,041,174 983,229
Assets under capital leases 62,677 56,802
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Net property, plant and equipment 1,594,408 1,648,524
Investment in ShopKo - 209,789
Goodwill 497,389 491,427
Other assets 222,444 202,849
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Total assets $ 4,336,917 $ 4,283,326
=================================
Liabilities and Stockholders' Equity
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Current Liabilities
Notes payable $ 194,099 $ 134,272
Accounts payable 1,118,128 923,958
Accrued vacation, compensation and benefits 92,837 89,458
Current maturities of long-term debt 157,716 72,905
Current obligations under capital leases 22,897 21,544
Other current liabilities 107,865 126,941
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Total current liabilities 1,693,542 1,369,078
Long-term debt 927,720 1,087,162
Long-term obligations under capital leases 342,457 333,429
Deferred income taxes 44,011 38,054
Other liabilities 131,389 148,180
Stockholders' equity
Preferred stock 5,908 5,908
Common stock 75,335 75,335
Capital in excess of par value 20,823 13,296
Retained earnings 1,575,515 1,444,755
Treasury stock, at cost (479,783) (231,871)
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Total stockholders' equity 1,197,798 1,307,423
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Total liabilities and stockholders' equity $ 4,336,917 $ 4,283,326
==================================
Quarterly 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)
Capital in
Preferred Common Excess of Treasury Retained
Stock Stock Par Value Stock Earnings Total
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Balances at February 24, 1996 $ 5,908 $ 75,335 $ 12,737 $ (214,746) $ 1,336,942 $ 1,216,176
Net earnings - - - - 175,044 175,044
Sales of common stock
under option plans - - 378 3,786 - 4,164
Cash dividends declared
on common stock -
$.995 per share - - - - (67,231) (67,231)
Compensation under employee
incentive plans - - 181 650 - 831
Purchase of shares for treasury - - - (21,561) - (21,561)
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Balances at February 22, 1997 5,908 75,335 13,296 (231,871) 1,444,755 1,307,423
Net earnings - - - - 179,130 179,130
Sales of common stock
under option plans - - 623 35,421 - 36,044
Cash dividends declared
on common stock -
$.77 per share - - - - (48,370) (48,370)
Compensation under employee
incentive plans - - 6,904 5,486 - 12,390
Purchase of shares for treasury - - - (288,819) - (288,819)
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Balances at November 29, 1997 $ 5,908 $ 75,335 $ 20,823 $ (479,783) $ 1,575,515 $ 1,197,798
=================================================================================================================================
Interim data subject to year-end audit. See notes to consolidated financial statements.
5
CONSOLIDATED STATEMENTS OF CASH FLOWS
SUPERVALU INC. and Subsidiaries
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(In thousands)
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Year-to-date
(40 weeks ended)
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November 29, November 30,
1997 1996
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Cash flows from operating activities
Net earnings $ 179,130 $ 122,063
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Equity in earnings and gain on sale of ShopKo (93,364) (9,469)
Dividends received from ShopKo - 4,862
Depreciation and amortization 174,844 176,906
Provision for losses on receivables 4,439 6,138
Deferred income taxes 5,957 8,400
Other adjustments, net (3,001) (1,387)
Changes in assets and liabilities:
Receivables (49,862) (64,383)
Inventory (195,252) (252,826)
Accounts payable 138,790 94,000
Other assets and liabilities 17,890 57,507
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Net cash provided by operating activities 179,571 141,811
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Cash flows from investing activities
Proceeds from sale of ShopKo stock 305,153 -
Additions to long-term notes receivable (58,650) (41,209)
Proceeds received on long-term notes receivable 27,040 21,221
Proceeds from sale of property, plant and equipment 66,971 39,171
Purchase of property, plant and equipment (163,344) (177,237)
Business acquisitions, net of cash acquired (23,523) (4,996)
Other investing activities (31,424) (31,777)
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Net cash provided by (used in) investing activities 122,223 (194,827)
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Cash flows from financing activities
Net increase in checks outstanding, net of deposits 70,576 8,639
Net issuance of short-term notes payable 59,827 133,068
Proceeds from issuance of long-term debt - 3,193
Repayment of long-term debt (74,631) (5,608)
Reduction of obligations under capital leases (18,324) (17,562)
Proceeds from the sale of common stock under option plans 32,171 2,159
Dividends paid (49,507) (50,109)
Payments for purchase of treasury stock (288,819) (18,845)
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Net cash provided by (used in) financing activities (268,707) 54,935
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Net increase in cash and cash equivalents 33,087 1,919
Cash and cash equivalents at beginning of year 6,539 5,215
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Cash and cash equivalents at end of third quarter $ 39,626 $ 7,134
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All data subject to year-end audit. See notes to consolidated financial statements.
6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Accounting Policies
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The summary of significant accounting policies is included in the notes to
consolidated financial statements in the 1997 annual report of SUPERVALU INC.
("SUPERVALU" or the "company").
ShopKo Stores, Inc. Sale
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On July 2, 1997, the company exited its 46 percent investment in ShopKo through
two simultaneous and cross-conditional transactions: selling 8,174,387 shares
back to ShopKo for an aggregate of $150 million and a secondary public offering
of 6,557,280 shares. The transactions resulted in proceeds of $305 million and
a net gain of $53.7 million. Proceeds were primarily used to repurchase shares
of SUPERVALU stock.
Treasury Stock Purchase Program
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On June 11, 1997, the Board of Directors approved an additional treasury stock
purchase program authorizing the company to repurchase up to 8.5 million shares
in anticipation of the sale of its ShopKo holdings. In the second quarter, the
company repurchased 6.9 million shares in conjunction with the ShopKo stock
sale. These shares were purchased at a cost of $236.5 million. Six million of
these shares were purchased from a financial intermediary through an accelerated
stock purchase transaction at $34 per share, subject to a market price
adjustment provision. In order to complete the transaction, the financial
intermediary has borrowed SUPERVALU common shares and is purchasing replacement
shares in the open market. The ultimate price per share will be adjusted for
changes in the market price of SUPERVALU common stock prior to settlement and a
reimbursement for dividends paid on the borrowed shares. The final purchase
price and settlement is expected in early January 1998 and will be in either
cash or shares of SUPERVALU common stock, at the company's option. The
settlement cost, currently estimated at $30 million, will increase the cost of
treasury stock as of the date the final purchase price is determined.
Statement of Registrant
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The data presented herein is unaudited but, in the opinion of management,
includes all adjustments necessary for a fair presentation of the consolidated
financial position of the company and its subsidiaries at November 29, 1997 and
November 30, 1996 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 LLP. 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
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Results of Operations
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Results of Operations
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RESULTS FOR THE QUARTER:
The company recorded record sales of $4.0 billion and earnings per share of
$.67. Last year sales were $3.9 billion and earnings per share were $.60. The
following table sets forth net sales by segment:
Net Sales by Segment
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(In thousands) Third Quarter (12 weeks)
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November 29, 1997 November 30, 1996
Net Sales % of Total Net Sales % of Total
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Food distribution $3,561,766 88.9 % $3,473,122 88.9 %
Retail food 1,101,428 27.5 1,084,109 27.8
Less: Eliminations (658,629) (16.4) (652,390) (16.7)
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Total net sales $4,004,565 100.0 % $3,904,841 100.0 %
====================================================================================
NET SALES
Net sales were favorable compared to last year, positively impacted by a 2.6
percent increase in food distribution sales and a 1.6 percent increase in retail
food sales.
Food distribution sales increased over last year due to the addition of new
customers, partially offset by the loss of retail customers and competitive
market conditions. Food price inflation, as measured by the company was .1
percent for the quarter. Retail food sales increased over last year primarily
due to new store openings over the past twelve months and an increase in same-
store sales of 1.2 percent. The same-store sales improvement from second
quarter benefited primarily due to strengthening in the company's position as
the low-price value leader in the Chicago market and improved performance in
Cincinnati, which faced increased competition starting in the third quarter
last year. The favorable retail food sales were partially offset by the
closing or sale of eighteen stores over the past twelve months.
GROSS PROFIT
Gross profit as a percentage of net sales was 10.1 percent compared with 9.9
percent last year. Food distribution gross profit margin was even with last
year. A favorable change in food distribution LIFO expense of $4.1 million was
substantially offset by increased costs due to production line changes in the
manufacturing operations. Retail food gross profit margin increased due to
ongoing merchandising activities.
8
SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses were 7.8 percent of net sales compared with
7.6 percent last year. Food distribution expenses continue to be negatively
impacted by increased technology related spending in support of new systems as
well as to make systems year 2000 ready. Retail food expenses were higher than
last year primarily due to increased marketing efforts to drive sales and higher
labor expenses related to perishable department expansions.
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 to $97.9 million compared with $93.5 million last year. Food
distribution operating earnings decreased 2.5 percent to $76.6 million from
$78.6 million. Retail food operating earnings increased 43.0 percent to $21.3
million from $14.9 million.
INTEREST EXPENSE AND INCOME
Interest expense decreased to $29.9 million compared with $32.5 million last
year, reflecting a reduction in debt levels. Interest income increased to $4.8
million compared with $3.2 million last year, primarily due to the addition of
notes receivable and new capital subleases.
EQUITY IN EARNINGS OF SHOPKO
During the second quarter, the company exited its 46 percent investment in
ShopKo. Due to the sale, there was no equity in earnings recorded in the
quarter compared with $5.0 million or $.07 per share last year.
INCOME TAXES
The effective tax rate increased to 40.2 percent in the quarter compared with
37.7 percent last year. The increase in the effective tax rate was due to the
elimination of ShopKo earnings.
NET EARNINGS
Net earnings were $40.2 million or $.67 per share compared with last year's
$40.2 million or $.60 per share. Weighted average shares declined to 60.2
million compared with last year's 67.1 million primarily due to the repurchase
of 6.9 million shares with proceeds from the ShopKo transaction.
9
YEAR-TO-DATE RESULTS:
The following table sets forth net sales by segment:
Net Sales by Segment
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(In thousands) Year-to-Date (40 weeks)
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November 29, 1997 November 30, 1996
Net Sales % of Total Net Sales % of Total
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Food distribution $11,396,050 88.3 % $11,202,722 88.5 %
Retail food 3,547,526 27.5 3,494,220 27.6
Less: Eliminations (2,039,696) (15.8) (2,034,595) (16.1)
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Total net sales $12,903,880 100.0 % $12,662,347 100.0 %
=====================================================================================
NET SALES
Net sales were favorable compared to last year, positively impacted by a 1.7
percent increase in food distribution sales and a 1.5 percent increase in retail
food sales.
Food distribution sales increased over last year due to the addition of new
customers, despite last year's planned discontinuance of service to a major
customer in the Southeast and competitive market conditions. Food price
inflation, as measured by the company was .4 percent year-to-date. Retail food
sales were favorable compared to last year primarily due to new store openings,
partially offset by the closing or sale of underperforming stores and a decrease
in same-store sales of 1.0 percent due to competitive market conditions.
GROSS PROFIT
Gross profit as a percentage of net sales increased to 10.1 percent compared
with 9.8 percent last year. Food distribution gross profit margin was
comparable to last year. Retail food gross profit margin increased due to
ongoing merchandising activities.
SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses were 7.8 percent of net sales compared with
7.6 percent last year. Food distribution expenses continued to be negatively
impacted by increased technology related spending in support of new systems as
well as to make systems year 2000 ready. Retail food expenses were impacted by
unfavorable wage expenses related to both increased union rates and expansion of
perishable departments.
OPERATING EARNINGS
The company's pre-tax operating earnings (earnings before interest, corporate
expenses, equity in earnings and gain on sale of ShopKo, and taxes) increased
to $311.6 million compared with $299.6 million last year. Food distribution
operating earnings decreased 1.6 percent to $233.8 million from $237.6
million. Retail food operating earnings increased 25.6 percent to $77.8
million from $62.0 million.
10
INTEREST EXPENSE AND INCOME
Interest expense decreased to $101.0 million compared with $105.1 million last
year, reflecting a reduction in debt levels. Interest income increased to $13.8
million compared with $11.9 million last year, primarily due to the addition of
notes receivable and new capital subleases.
EQUITY IN EARNINGS AND GAIN ON SALE OF SHOPKO
On July 2, 1997, the company exited its 46 percent investment in ShopKo through
two simultaneous and cross-conditional transactions: selling 8,174,387 shares
back to ShopKo for an aggregate of $150 million and a secondary public offering
of 6,557,280 shares. The transactions resulted in proceeds of $305 million and
a pretax gain of $90.0 million. Equity in earnings for the year-to-date were
$3.3 million or $.05 per share compared with $9.5 million or $.14 per share last
year.
INCOME TAXES
The effective tax rate increased to 40.0 percent compared with 38.6 percent last
year due to the elimination of ShopKo earnings.
NET EARNINGS
Net earnings were $179.1 million or $2.82 per share compared with last year's
$122.1 million or $1.81 per share. Excluding the gain on the sale of ShopKo,
net earnings were $125.5 million or $1.97 per share. Weighted average shares
declined to 63.5 million compared with last year's 67.4 million primarily due to
the repurchase of 6.9 million shares in the second quarter with proceeds from
the ShopKo transaction.
11
Liquidity and Capital Resources
- -------------------------------
Internally generated funds, principally from the company's food distribution
business, continued to be the major source of capital for liquidity and capital
growth. Cash provided from operations year-to-date was $179.6 million compared
with $141.8 million last year. The increase was primarily affected by inventory
and accounts payable trends. Cash provided from operations of $179.6 million
and issuance of short term notes payable of $59.8 million was primarily used to
finance capital expenditures of $163.3 million and repay long-term debt of $74.6
million.
The proceeds from the ShopKo transaction were used to repurchase shares under
the June 1997 treasury stock purchase program. During the second quarter, the
company repurchased 6.9 million shares at a cost of $236.5 million. Six million
of these shares were purchased from a financial intermediary through an
accelerated stock purchase transaction, subject to a market price adjustment
provision. In order to complete the transaction, the financial intermediary has
borrowed SUPERVALU common shares and is purchasing replacement shares in the
open market through early January 1998. The market price adjustment is
currently estimated at $30 million and will increase the cost of treasury stock
as of the date the final purchase price is determined. Under the August 1996
treasury stock program, the company repurchased .6 million and 1.3 million
shares at a cost of $23.6 million and $52.3 million for the quarter and year-to-
date, respectively to be used for employee stock option exercises and
compensation programs.
SUPERVALU will continue to use short-term and long-term debt as a supplement to
internally generated funds to finance its activities. The company has a shelf
registration in effect pursuant to which the company could issue $242.5 million
of additional debt securities. In October, the company renegotiated its $400
million revolving credit agreement to obtain more favorable terms and extend the
expiration date to October 2002. Maturities of debt issued will depend on
management's views with respect to the relative attractiveness of interest rates
at the time of issuance.
CAUTIONARY STATEMENTS FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
The information in this 10Q includes forward-looking statements. Important
risks and uncertainties that could cause actual results to differ materially
from those discussed in such forward looking statements are detailed in Exhibit
99.1; other risks or uncertainties may be detailed from time to time in the
company's future Securities and Exchange Commission filings.
12
PART II - OTHER INFORMATION
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Item 6. Exhibits and Reports on Form 8-K.
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(a) Exhibits filed with this Form 10-Q:
(10)a. Credit Agreement dated as of October 8, 1997 among the
Registrant; the Lenders named therein; Bankers Trust
Company, as Agent; Citibank, N.A., as Syndication Agent;
First Bank National Association, The Fuji Bank, Limited,
Nationsbank, N.A., and PNC Bank, National Association, as
Co-Agents; and Bank of America National Trust & Savings
Association, The Bank of New York, The First National Bank
of Chicago, Fleet National Bank, Morgan Guaranty Trust
Company of New York and Norwest Bank Minnesota, National
Association, as Lead Managers.
(10)b. SUPERVALU INC. 1983 Employee Stock Option Plan, as amended.
(10)c. SUPERVALU INC. 1993 Stock Plan, as amended.
(15) Letters from Deloitte & Touche regarding unaudited interim
financial information.
(27) Financial Data Schedule.
(99.1) Cautionary Statements pursuant to the Securities Litigation
Reform Act.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the quarter.
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: December 23, 1997 By: /s/ Pamela K. Knous
---------------------------
Pamela K. Knous
Executive Vice President, Chief
Financial Officer
(Authorized officer of Registrant)
13