WINN DIXIE STORES INC
10-Q, 1999-01-27
GROCERY STORES
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================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                              ---------------------

                                    FORM 10-Q

(Mark One)
    X             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended January 6, 1999

                                       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 1-3657

                              ---------------------

                             WINN-DIXIE STORES, INC.
             (Exact name of registrant as specified in its charter)

             Florida                                   59-0514290
(State or other jurisdiction of                      (IRS Employer
incorporation or organization)                     Identification No.)

5050 Edgewood Court, Jacksonville, Florida             32254-3699
(Address of principal executive offices)               (Zip Code)

                                 (904) 783-5000
              (Registrant's telephone number, including area code)

                                    Unchanged
              (Former name, former address and former fiscal year,
                          if changed since last report)
                              ---------------------

         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 T No

     As of January 20, 1999,  there were 148,630,121  shares  outstanding of the
registrant's common stock, $1 par value.

================================================================================


<PAGE>


                             WINN-DIXIE STORES, INC.
                                AND SUBSIDIARIES

                                    FORM 10-Q

                                TABLE OF CONTENTS

                          Part I: Financial Information

                                                                 Page

Condensed Consolidated Statements of Earnings
  (Unaudited), For the 16 and 28 Weeks Ended
     January 6, 1999 and January 7, 1998                            1

Condensed Consolidated Balance Sheets (Unaudited),
     January 6, 1999 and June 24, 1998                              2

Condensed Consolidated Statements of Cash Flows
     (Unaudited), For the 28 Weeks Ended
     January 6, 1999 and January 7, 1998                            3

Notes to Condensed Consolidated Financial Statements
     (Unaudited)                                                  4-6

Management's Discussion and Analysis of Financial
     Condition and Results of Operations                         7-11


                           Part II: Other Information


Item 5.       Other Information                                    12

Item 6.       Exhibits and Reports on Form 8-K                     12

Signatures                                                         12





<PAGE>


                    WINN-DIXIE STORES, INC. AND SUBSIDIARIES

            CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
                   Amounts in thousands except per share data


                                                  For the 16 Weeks Ended
                                          --------------------------------------
MOST RECENT QUARTER                         Jan. 6, 1999           Jan. 7, 1998
                                          -----------------    -----------------

 Net sales                            $         4,264,207            4,150,243
 Cost of sales                                  3,108,207            3,054,686
                                          -----------------    -----------------
 Gross profit                                   1,156,000            1,095,557
 Operating & administrative expenses            1,093,302            1,029,947
                                          -----------------    -----------------
 Operating income                                  62,698               65,610
 Cash discounts & other income                     33,609               34,130
 Interest expense                                 (11,170)              (9,935)
                                          -----------------    -----------------
 Earnings before income taxes                      85,137               89,805
 Provision for income taxes                        32,778               33,677
                                          =================    =================
 Net earnings                         $            52,359               56,128
                                          =================    =================
 Basic earnings per share             $              0.35                 0.38
                                          =================    =================
 Diluted earnings per share           $              0.35                 0.38
                                          =================    =================
Dividends per share                   $              0.34                 0.34
                                          =================    =================


FISCAL YEAR-TO-DATE                             For the 28 Weeks Ended
                                          --------------------------------------
                                             Jan. 6, 1999         Jan. 7, 1998
                                          -----------------    -----------------

 Net sales                            $         7,454,962            7,206,446
 Cost of sales                                  5,457,687            5,288,066
                                          -----------------    -----------------
 Gross profit                                   1,997,275            1,918,380
 Operating & administrative expenses            1,929,249            1,795,923
                                          -----------------    -----------------
 Operating income                                  68,026              122,457
 Cash discounts & other income                     60,061               60,379
 Interest expense                                 (19,292)             (17,015)
                                          -----------------    -----------------
 Earnings before income taxes                     108,795              165,821
 Provision for income taxes                        41,886               62,183
                                          =================    =================
 Net earnings                          $           66,909              103,638
                                          =================    =================
 Basic earnings per share              $             0.45                 0.70
                                          =================    =================
 Diluted earnings per share            $             0.45                 0.70
                                          =================    =================
Dividends per share                    $             0.51                 0.51
                                          =================    =================


See accompanying notes to Condensed Consolidated Financial Statements.
                                     Page 1


<PAGE>


                    WINN-DIXIE STORES, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                              Amounts in thousands



ASSETS                                      Jan. 6, 1999         June 24, 1998
                                         ----------------     -----------------

 Cash and cash equivalents          $             24,380                23,566
 Trade and other receivables                     196,526               146,166
 Merchandise inventories less LIFO reserve of      
   $220,869 ($212,869 at June 24, 1998)        1,462,872             1,404,917
 Prepaid expenses                                136,093               161,141
                                         ----------------      ----------------
   Total current assets                        1,819,871             1,735,790
                                         ----------------      ----------------
 Investments and other assets                    134,590               140,450
 Deferred income taxes                            22,772                22,626
 Net property, plant and equipment             1,199,396             1,169,848
                                         ----------------      ----------------

 Total assets                       $          3,176,629             3,068,714
                                         ================      ================

 LIABILITIES AND SHAREHOLDERS' EQUITY

 Accounts payable                   $            584,470               660,539
 Short-term borrowings                           482,351               420,000
 Reserve for insurance claims and self-insurance  71,036                71,779
 Accrued wages and salaries                      114,016               107,590
 Accrued rent                                    101,293                96,987
 Accrued expenses                                210,689               135,287
 Current obligations under capital leases          3,017                 2,908
 Income taxes                                     42,679                12,119
                                         ----------------       ---------------
   Total current liabilities                   1,609,551             1,507,209
                                         ----------------       ---------------
 Obligations under capital leases                 47,193                48,580
 Defined benefit plan                             39,269                37,102
 Reserve for insurance claims and self-insurance  92,814                93,514
 Other liabilities                                14,747                13,426
                                         ----------------       ---------------
 Shareholders' equity:
   Common stock                                  148,629               148,531
   Retained earnings                           1,221,112             1,217,592
    Accumulated other comprehensive income         3,314                 2,760
                                         ----------------       ---------------
   Total shareholders' equity                  1,373,055             1,368,883
                                         ----------------       ---------------

 Total liabilities and shareholders'equity  $  3,176,629             3,068,714
                                         ================       ===============

  See accompanying notes to Condensed Consolidated Financial Statements.

                                     Page 2

<PAGE>


                    WINN-DIXIE STORES, INC. AND SUBSIDIARIES

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                              Amounts in thousands

                                               For the 28 Weeks Ended
                                        ----------------------------------------
        FISCAL YEAR-TO-DATE                Jan. 6, 1999           Jan. 7, 1998
                                        -----------------     ------------------

Cash flows from operating activities:
   Net earnings                         $        66,909                103,638
   Adjustments to reconcile net earnings to net cash
     provided by operating activities:
       Depreciation and amortization            164,842                174,911
       Deferred income taxes                      8,756                  9,391
       Defined benefit plan                       2,167                  2,040
       Reserve for insurance claims 
                 and self-insurance              (1,443)                 2,355
       Stock compensation plans                   3,136                  3,809
       Change in cash from:
         Receivables                            (50,360)                49,781
         Merchandise inventories                (57,955)              (106,486)
         Prepaid expenses                        24,484                 22,825
         Accounts payable                       (75,370)               (16,411)
         Income taxes                            21,804                (26,106)
         Other current accrued expenses          86,417                 45,447
                                        -----------------     ------------------
           Net cash provided by 
               operating activities             193,387                265,194
                                        -----------------     ------------------
Cash flows from investing activities:
   Purchases of property, plant and 
               equipment, net                  (192,796)              (183,681)
   Decrease (increase) in investments 
               and other assets                   5,594                (10,110)
                                        -----------------     ------------------
    Net cash used in investing activities      (187,202)              (193,791)
                                        -----------------     ------------------
Cash flows from financing activities:
   Increase in short-term borrowings             62,351                 21,500
   Payments on capital lease obligations         (1,620)                (1,526)
   Purchase of common stock                        (128)               (11,036)
   Proceeds of sales under associates' 
               stock purchase plan                2,464                  5,586
   Dividends paid                               (75,588)               (75,314)
   Other                                          7,150                 (1,296)
                                        -----------------     ------------------
    Net cash used in financing activities        (5,371)               (62,086)
                                        -----------------     ------------------
Increase in cash and cash equivalents               814                  9,317
Cash and cash equivalents at 
              beginning of year                  23,566                 14,116
                                        -----------------     ------------------
Cash and cash equivalents at 
               end of period             $       24,380                 23,433
                                        =================     ==================
Supplemental cash flow information:
   Interest paid                         $       12,391                  9,910
   Interest and dividends received       $          440                    496
   Income taxes paid                     $       11,742                 78,924
                                        =================     ==================
See accompanying notes to Condensed Consolidated Financial Statements.
                                     Page 3


<PAGE>


                    WINN-DIXIE STORES, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

(A)  Basis of  Presentation:  Financial  information  reflects all  adjustments,
     which,  in the opinion of management,  are necessary to reflect the results
     of  operations  and  financial  position  for  the  quarters  shown.  These
     condensed  financial  statements  should  be read in  conjunction  with the
     fiscal  1998  Form 10-K  Annual  Report of the  Company.  The  consolidated
     financial  statements include the accounts of Winn-Dixie  Stores,  Inc. and
     its subsidiaries, which operate as a major food retailer in fourteen states
     and the Bahama Islands.

(B)  Change in Estimated  Lives:  During the second  quarter of fiscal 1999, the
     Company  increased the estimated useful lives used to compute  depreciation
     for  certain  assets,  principally  store  equipment  (5  to 8  years)  and
     leaseholds (8 to 15 years). Store equipment and leaseholds  associated with
     larger,  full-service  store  formats  are  expected  to have a longer life
     because  of the  types  of  equipment  and the  expected  timing  of  store
     remodels.  In addition,  the change results in useful lives more consistent
     with the  predominant  industry  practices  for these types of assets.  The
     change has been  accounted  for as a change in estimate  and resulted in an
     increase in earnings  before  income tax of $18.0  million  ($11.0  million
     after tax,  or $0.07 per diluted  share) for the 16 weeks ended  January 6,
     1999.

(C)  Impact of Franks and Sliced Luncheon Meat Recall: During the second quarter
     of fiscal 1999, the Company voluntarily  recalled certain franks and sliced
     luncheon meats manufactured by its wholly-owned subsidiary,  Dixie Packers,
     Inc.  As a  result  of this  recall,  sales  and  profits  were  negatively
     impacted.  The impact on earnings was  approximately  $10.5 million pre-tax
     ($6.4 million after tax, or $0.04 per diluted share.)

(D)  Inventories:  Merchandise  inventories  are  stated at the lower of cost or
     market, approximately 88% of which are valued under the LIFO method.

(E)  LIFO:  Results for the quarter,  reflect a pre-tax LIFO inventory charge of
     $4.0 million in fiscal 1999 and $5.0 million in fiscal 1998. The cumulative
     current year LIFO charge is $8.0 million, as compared with $10.0 million in
     fiscal 1998. If the FIFO method had been used, current quarter net earnings
     would have been $54.8 million, or $0.37 per diluted share, as compared with
     net earnings of $59.2  million,  or $0.40 per diluted share in the previous
     year.  The  cumulative  current  year net  earnings  would  have been $71.8
     million,  or $0.48 per diluted share, as compared with $109.7  million,  or
     $0.74 per diluted share in the previous year.





                                     Page 4
<PAGE>


                    WINN-DIXIE STORES, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               (UNAUDITED) cont'd.

(F)  Credit   Arrangements:   The  Company  has  an  authorized  $500.0  million
     commercial  paper program and short-term  lines of credit  totaling  $585.0
     million.  On January 6, 1999, there were $329.4 million in commercial paper
     and $153.0  million from bank lines of credit  outstanding,  as compared to
     $420.0 million in commercial paper and no amounts from bank lines of credit
     outstanding on June 24, 1998.

(G)  Income Taxes:  The provision for income taxes  reflects  management's  best
     estimate  of the  effective  tax rate  expected  for the fiscal  year.  The
     effective  tax rate for fiscal  year 1999 is 38.5% as  compared to 37.5% in
     1998.  The  effective tax rate during fiscal 1999 and 1998 reflect a change
     made by the Health  Insurance  Portability and  Accountability  Act of 1996
     whereby  certain  deductions  for interest  relating to  indebtedness  with
     respect to certain Corporate Owned Life Insurance (COLI) policies are being
     phased out over a three-year period.

(H)  Earnings Per Share:  The  following  weighted  average  number of shares of
     common  stock was used in the  calculation  for  earnings  per  share.  The
     diluted  weighted  average  number of shares  includes  the net shares that
     would be issued upon the exercise of stock options using the treasury stock
     method.

                                        1999                           1998  
                                      --------                       --------

     Basic:
          Quarter                    148,285,782                    148,575,291
          Year-to-Date               148,307,729                    148,643,103

     Diluted:
          Quarter                    148,693,682                    148,942,337
          Year-to-Date               148,686,581                    149,001,688

(I)  Comprehensive  Income:  The Company  adopted the provisions of Statement of
     Financial  Accounting Standards No. 130, "Reporting  Comprehensive  Income"
     ("SFAS 130"),  effective  June 25, 1998.  SFAS 130 relates to the change in
     the equity of a business during a reporting period from transactions of the
     business.  Comprehensive  income for the quarters ended January 6, 1999 and
     January  7,  1998  was  approximately  $54.9  million  and  $56.0  million,
     respectively.  Year-to-date,  comprehensive  income at  January 6, 1999 and
     January  7,  1998 was  approximately  $67.5  million  and  $102.8  million,
     respectively.  These  amounts  differ from net income due to changes in the
     net  unrealized  holding gains (losses)  generated from  available-for-sale
     securities.



                                     Page 5
<PAGE>


                    WINN-DIXIE STORES, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               (UNAUDITED) cont'd.

(J)  New  Accounting  Pronouncements:  In June 1997 and June 1998, the Financial
     Accounting   Standards  Board  ("FASB")   issued   Statement  of  Financial
     Accounting  Standards No. 131,  "Disclosure about Segments of an Enterprise
     and Related Information" ("SFAS 131") and Statement of Financial Accounting
     Standards  No. 133,  "Accounting  for  Derivative  Instruments  and Hedging
     Activities" ("SFAS 133"),  respectively.  SFAS 131 supersedes  Statement of
     Financial  Accounting Standards No. 14 "Financial Reporting for Segments of
     a Business  Enterprise."  SFAS 131 provides for the disclosure of financial
     information  desegregated  by the way management  organizes the segments of
     the  enterprise  for  making  operating  decisions.  SFAS  133  establishes
     accounting and reporting  standards for derivative  instruments,  including
     certain  derivative  instruments  embedded in other contracts,  and hedging
     activities.  The Company intends to adopt SFAS 131 in the fourth quarter of
     this fiscal year and SFAS 133 in the first quarter of fiscal year 2000. The
     Company  is still  determining  how SFAS 131 and SFAS 133 will  impact  the
     financial statements.

(K)  Reclassification:  Certain  prior year  amounts have been  reclassified  to
     conform to the current year's presentation.

(L)  Litigation:  There are  pending  against  the  Company  various  claims and
     lawsuits arising in the normal course of business, including suits charging
     violations  of certain  civil rights laws and various  proceedings  arising
     under federal, state or local regulations protecting the environment.

     Among the suits charging violations of certain civil rights laws, there are
     actions  that  purport  to  be  class  actions,  and  which  allege  sexual
     harassment,  retaliation  and/or a pattern and practice of  race-based  and
     gender-based  discriminatory  treatment of employees  and  applicants.  The
     plaintiffs seek,  among other relief,  certification of the suits as proper
     class  actions,  declaratory  judgment  that the  Company's  practices  are
     unlawful,  back pay, front pay,  benefits and other  compensatory  damages,
     punitive  damages,  injunctive  relief and reimbursement of attorneys' fees
     and costs.  The Company is committed to full compliance with all applicable
     civil rights laws.  Consistent with this  commitment,  the Company has firm
     and  long-standing   policies  in  place  prohibiting   discrimination  and
     harassment.  The Company denies the  allegations of the various  complaints
     and is vigorously defending the actions.

     While  the  ultimate  outcome  of  litigation   cannot  be  predicted  with
     certainty,  in the opinion of management  the ultimate  resolution of these
     actions will not have a material adverse effect on the Company's  financial
     condition or results of operations.



                                     Page 6
<PAGE>


                    WINN-DIXIE STORES, INC. AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This analysis  should be read in  conjunction  with the  Condensed  Consolidated
Financial Statements.

Results of Operations

Sales for the current quarter were $4.3 billion,  a $114.0 million increase,  or
2.7% over the comparable quarter ended January 7, 1998. Year-to-date, sales were
$7.5 billion, a $248.5 million, or 3.4% increase over the comparable period last
year.  Average store sales increased 3.5% for the quarter and 4.3% year-to-date.
Identical store sales were flat for the quarter and increased 0.7% year-to-date.

For the 28 weeks  ended  January  6, 1999,  the  Company  opened 43 new  stores,
averaging  50,800  square feet,  enlarged or remodeled 36 stores,  and closed 32
older stores,  averaging 33,500 square feet. As of January 6, 1999, retail space
totaled  50.9  million  square  feet.  The Company has 1,179 stores in operation
compared  with 1,185 stores for the same period last year.  Of the 1,179 stores,
986, or 83.6%, are larger than 35,500 square feet. Currently,  51 new stores are
under  construction.  By the end of this fiscal year,  the Company plans to open
approximately 84 new stores and enlarge or remodel 74 existing stores.

Gross  profit  increased  $60.4  million  for the  quarter  and  $78.9  million,
year-to-date.  As a percent to sales,  gross profit for the current  quarter was
27.1%, compared to 26.4% in the previous year.  Year-to-date,  gross profit as a
percent  to  sales  was  26.8% in the  current  year,  compared  to 26.6% in the
previous year.  Gross profit margins improved with the increase in the number of
larger stores,  added service  departments  and improved  pricing.  In addition,
gross profit  increased $1.3 million in the second quarter of fiscal 1999 due to
the change in  depreciable  lives as noted below.  During the second  quarter of
fiscal 1999, the Company voluntarily recalled certain franks and sliced luncheon
meats  manufactured by its  wholly-owned  subsidiary,  Dixie Packers,  Inc. As a
result  of  this  recall,   operating   margins  were  negatively   impacted  by
approximately  $10.5 million.  Operating and  administrative  expenses increased
$63.4  million for the current  quarter and $133.3  million  year-to-date.  As a
percent to sales, operating and administrative  expenses for the current quarter
were  25.6%,   compared  to  24.8%  last  year.   Year-to-date,   operating  and
administrative  expenses,  as a percent to sales were 25.9% for the current year
and 24.9% for the  previous  year.  Our  expenses  were  impacted  by  increased
training costs associated with our emphasis toward increased  customer  service,
occupancy costs and our "While You're at the  Marketplace"  marketing  campaign.
During the second  quarter of fiscal 1999,  the Company  increased the estimated
useful lives used to compute depreciation for certain assets,  principally store
equipment (5 to 8 years) and  leaseholds  (8 to 15 years).  Store  equipment and
leaseholds associated with



                                     Page 7
<PAGE>


Results of Operations, continued

larger, full-service store formats are expected to have a longer life because of
the types of equipment and the expected timing of store  remodels.  In addition,
the change results in useful lives more consistent with the predominant industry
practices  for these  types of assets.  The change has been  accounted  for as a
change in estimate and resulted in a reduction in operating  and  administrative
expenses of $16.7 million for the 16 weeks ended January 6, 1999.

Cash  discounts and other income  totaled  $33.6 million in the second  quarter,
compared to $34.1  million for the same  quarter last year.  Year-to-date,  cash
discounts and other income totaled $60.1 million  compared to $60.4 million last
year.

Interest  expense totaled $11.2 million for the current quarter compared to $9.9
million for the  comparable  period last year.  Year-to-date,  interest  expense
totaled  $19.3  million for the current  year  compared to $17.0  million in the
previous year.  The increase in interest  expense for the year is related to the
increase in short-term borrowings.

Earnings before income taxes were $85.1 million for the current quarter compared
to $89.8  million in the previous  year.  Year-to-date,  earnings  before income
taxes were $108.8 million in the current year and $165.8 million in the previous
year. The decrease in pre-tax  earnings is primarily a result of the increase in
operating expenses as previously mentioned. Income taxes have been accrued at an
effective  rate of 38.5% for the current year and 37.5% for the  previous  year.
This rate is expected to approximate the effective rate for the full 1999 fiscal
year.  The  effective tax rate during fiscal 1999 and 1998 reflect a change made
by the Health  Insurance  Portability  and  Accountability  Act of 1996  whereby
certain deductions for interest relating to indebtedness with respect to certain
Corporate  Owned Life  Insurance  (COLI)  policies  are being  phased out over a
three-year period.

Net earnings  amounted to $52.4  million,  or $0.35 per diluted  share,  for the
current  quarter  compared to $56.1 million,  or $0.38 per diluted share for the
comparable  period  last year.  Year-to-date,  net  earnings  amounted  to $66.9
million,  or $0.45 per diluted share,  compared to $103.6 million,  or $0.70 per
diluted  share,  for the previous  year. The LIFO charge reduced net earnings by
$2.4 million,  or $0.02 per diluted share,  for the current quarter  compared to
$3.1 million,  or $0.02 per diluted share,  in the previous year.  Year-to-date,
the LIFO charge  reduced  net  earnings  by $4.9  million,  or $0.03 per diluted
share,  compared to $6.1 million,  or $0.04 per diluted  share,  in the previous
year.










                                     Page 8
<PAGE>


Liquidity and Capital Resources

The  Company's  financial  condition  remains  sound and  strong.  Cash and cash
equivalents  amounted  to $24.4  million at January 6, 1999,  compared  to $23.4
million at January 7, 1998. Net cash provided by operating  activities  amounted
to $193.4  million  for the 28 weeks ended  January 6, 1999,  compared to $265.2
million for the comparable period last year. Capital expenditures totaled $192.8
million  compared to $183.7 million for the comparable  period last year.  These
expenditures  were for new store locations,  remodeling and enlargement of store
locations  and  expansion of support  facilities.  Total  capital  investment in
Company retail and support facilities,  including operating leases, is estimated
to be $800.0 million in fiscal 1999. The Company has no material construction or
purchase commitments outstanding as of January 6, 1999.

Working capital amounted to $210.3 million at January 6, 1999 compared to $228.6
million at June 24, 1998.

The Company has an  authorized  $500.0  million  commercial  paper  program.  In
addition,  the Company has $585.0 million of short-term  lines of credit.  These
lines of credit are  available  when needed during the year and are renewable on
an annual  basis.  The Company is not  required to  maintain  compensating  bank
balances in connection with these lines of credit. As of January 6, 1999, $329.4
million of commercial  paper was  outstanding  as compared to $420.0  million on
June 24, 1998. The average interest rate on the commercial paper  outstanding on
January  6, 1999 was 5.4%,  as  compared  to 5.6% on June 24,  1998.  Short-term
borrowings against our bank lines of credit were $153.0 million as of January 6,
1999 as compared to none on June 24, 1998.  The interest  rate on the bank lines
of credit on January 6, 1999, was 5.2%.  Excluding  capital leases,  the Company
had no outstanding  long-term debt as of either January 6, 1999 or June 24,1998.
The carrying amount of short-term borrowings  approximates fair value because of
their short-term maturity.  As such, the Company is not exposed to a significant
amount of interest rate risk.

Excluding  capital leases,  the Company had no outstanding  long-term debt as of
either January 6, 1999 or June 24, 1998.

The Company's cash flow from  operations and available  credit  facilities  have
been considered  adequate to fund the short-term and long-term  capital needs of
the Company.  The Company continually  evaluates its strategy to provide for its
short-term and long-term borrowing needs.

The Company is a party to various  proceedings  arising under federal,  state or
local regulations protecting the environment.  Management is of the opinion that
any  liability,  which might result from any such  proceedings,  will not have a
material  adverse  effect on the  Company's  consolidated  earnings or financial
position.






                                     Page 9

<PAGE>

Impact of Inflation

The  Company's  primary  costs,  which are  inventory  and labor,  increase with
inflation.  Recovery  of these  increases  has to come from  improved  operating
efficiencies  and, to the extent permitted by our competition,  through improved
gross profit margins.


Year 2000 Compliance

In 1996,  the Company  created a Year 2000 Project  Office to address  potential
problems  within the Company's  operations,  which could result from the century
change in the Year 2000.  The Project  Office was  authorized  by the  Company's
Executive Committee,  is staffed primarily with representatives of the Company's
Corporate  Information Systems  Department,  and has access to key associates in
all areas of the  Company's  operations.  The Project  Office also uses  outside
consultants on an as-needed basis.

To  address  the Year  2000  issues,  the  Project  Office  is  identifying  all
computer-based systems and applications  (including embedded systems) that might
not be Year 2000 compliant;  determining what revisions or replacements would be
necessary to achieve  compliance and prioritizing and implementing the revisions
or  replacements;  conducting tests necessary to verify that the revised systems
are  operational;  and  transitioning  the  compliant  systems into the everyday
operations  of  the  Company.   Management   believes  that  these  actions  are
approximately  seventy  percent (70%)  complete.  Winn-Dixie  estimates that all
critical  systems will be  compliant  with the century  change by September  30,
1999.

The Company has budgeted  approximately  $20.0  million to address the Year 2000
issues, which includes the estimated costs of all modifications, the salaries of
associates  and the fees of  consultants  addressing  the issues.  Approximately
$14.9 million of this amount had been expended through January 6, 1999.

As a part of the Year 2000 review,  the Company is examining  its  relationships
with  certain  key  outside  vendors  and  others  with whom it has  significant
business  relationships  to determine to the extent practical the degree of such
parties' Year 2000  compliance  and to develop  strategies for working with them
through the century  change.  The Company does not have a relationship  with any
third-party  vendor  which is material  to the  operations  of the Company  and,
therefore, believes that the failure of any such party to be Year 2000 compliant
would not have a material adverse effect on the Company.

Should the Company or a third  party with whom the Company  deals have a systems
failure  due  to  the  century  change,  the  Company  believes  that  the  most
significant  impact would likely be the inability to timely deliver inventory to
a group of stores or to  electronically  process  sales to the customer at store
level.  While the Company does not expect any such impact to be material,  it is
developing  contingency  plans for alternative  methods of product  delivery and
transaction  processing  and  estimates  that such  plans will be  finalized  by
September 30, 1999.


                                     Page 10
<PAGE>


Cautionary Statement Regarding Forward-Looking Information & Statements

This Form 10-Q contains certain  information  that constitutes  "forward-looking
statements" within the meaning of the Private Securities  Litigation Reform Act,
which involves  risks and  uncertainties.  Actual results may differ  materially
from the results described in the forward-looking  statements. When used in this
document,  the  words,  "estimate,"  "project,"  "intend,"  "believe"  and other
similar  expressions,  as they relate to the  Company,  are intended to identify
such  forward-looking  statements.  Such statements reflect the current views of
the Company and are subject to certain risks and uncertainties that include, but
are  not  limited  to,  growth,  competition,   inflation,  pricing  and  margin
pressures, law and taxes. Please refer to discussions of these and other factors
in this Form 10-Q and other  Company  filings with the  Securities  and Exchange
Commission.  The Company  disclaims any intent or obligation to update  publicly
these forward-looking statements, whether as a result of new information, future
events or otherwise.

































                                     Page 11
<PAGE>


                    WINN-DIXIE STORES, INC. AND SUBSIDIARIES

                           Part II - Other Information


Item 5.    Other Information

Mr. Roy J.  Brocato,  Vice  President of the Company and President of Winn-Dixie
Atlanta,  Inc., was promoted to a newly created position,  Director of Corporate
Merchandising,  elected  Senior Vice  President and is a member of the Executive
Committee.  Mr. Joe T. White,  Retail  Operations  Superintendent  of Winn-Dixie
Atlanta, Inc., was promoted to President of Winn-Dixie Atlanta, Inc.

Mr. Jim H.  Childers,  Vice  President  of the Company  and  Director of Grocery
Merchandising, retired after 42 years of service. Mr. Philip H. Payment, Grocery
Merchandiser  of Winn-Dixie  Atlanta,  Inc., was promoted to Director of Grocery
Merchandising of the Company.

Item 6.    Exhibits and Reports on Form 8-K

Reports on Form 8-K

There were no reports on Form 8-K filed for the quarter ended January 6, 1999.

                                   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.

                                                  WINN-DIXIE STORES, INC.
Date: January 26, 1999
                                                    RICHARD P. MCCOOK
                                              ------------------------------
                                                    Richard P. McCook
                                               Financial Vice President and
                                                Principal Financial Officer

Date: January 26, 1999
                                                     DAVID H. BRAGIN
                                              ------------------------------
                                                     David H. Bragin
                                                 Corporate Treasurer and
                                              Principal Accounting Officer



                                     Page 12


<TABLE> <S> <C>

<ARTICLE>                       5
<LEGEND>                        All amounts in thousands except per share data.
</LEGEND>
<MULTIPLIER>                    1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>               JUN-30-1999
<PERIOD-END>                    Jan-06-1999
<CASH>                                 24,380
<SECURITIES>                                0
<RECEIVABLES>                         196,526
<ALLOWANCES>                                0
<INVENTORY>                         1,462,872
<CURRENT-ASSETS>                    1,819,871
<PP&E>                              1,199,396
<DEPRECIATION>                              0
<TOTAL-ASSETS>                      3,176,629
<CURRENT-LIABILITIES>               1,609,551
<BONDS>                                     0
                       0
                                 0
<COMMON>                              148,629
<OTHER-SE>                          1,221,112
<TOTAL-LIABILITY-AND-EQUITY>        1,373,055
<SALES>                             7,454,962
<TOTAL-REVENUES>                    7,454,962
<CGS>                               5,457,687
<TOTAL-COSTS>                       1,929,249
<OTHER-EXPENSES>                            0
<LOSS-PROVISION>                            0
<INTEREST-EXPENSE>                     19,292
<INCOME-PRETAX>                       108,795
<INCOME-TAX>                           41,886
<INCOME-CONTINUING>                    66,909
<DISCONTINUED>                              0
<EXTRAORDINARY>                             0
<CHANGES>                                   0
<NET-INCOME>                           66,909
<EPS-PRIMARY>                            0.45
<EPS-DILUTED>                            0.45
        

</TABLE>


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