<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 MAY 1, 1999
[ ] 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 0-6544
-------------------------------------
BRUNO'S, INC.
(DEBTOR-IN-POSSESSION AS OF FEBRUARY 2, 1998)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ALABAMA 63-0411801
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 LAKESHORE PARKWAY, BIRMINGHAM, ALABAMA 35211
(Address of principal executive office) (zip code)
205-940-9400
(Registrant's telephone number including area code)
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, AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS.
YES (X) NO ( )
THE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF JUNE 4, 1999 WAS
25,507,982.
<PAGE> 2
Commission File No. 0-6544
BRUNO'S, INC.
(DEBTOR-IN-POSSESSION)
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements: PAGE NO.
--------
<S> <C>
Condensed Consolidated Balance Sheets at May 1, 1999 2
and January 30, 1999
Condensed Consolidated Statements of Operations for the 3
Thirteen (13) Week Periods Ended May 1, 1999 and
May 2, 1998
Condensed Consolidated Statements of Cash Flows for the 4
Thirteen (13) Week Periods Ended May 1, 1999 and
May 2, 1998
Notes to Condensed Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial Condition 10
and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risks 18
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 18
Item 2. Changes in Securities 18
Item 3. Defaults Upon Senior Securities 18
Item 4. Submission of Matters to a Vote of Security Holders 19
Item 5. Other Information 19
Item 6. Exhibits and Reports on Form 8-K 19
Signature Page 20
</TABLE>
1
<PAGE> 3
Commission File No. 0-6544
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BRUNO'S, INC.
(DEBTOR-IN-POSSESSION)
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MAY 1, 1999 AND JANUARY 30, 1999
(In Thousands Except Share and Per Share Amounts)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MAY 1, JANUARY 30,
1999 1999
(unaudited)
----------- -----------
<S> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents $ 89,356 $ 65,953
Receivables 13,981 25,463
Inventories, net of LIFO reserve of $3,989
at May 1, 1999, and January 30, 1999 159,591 178,140
Vendor deposits 11,216 15,168
Prepaid expenses and other 8,878 10,242
--------- ---------
Total current assets 283,022 294,966
--------- ---------
Property and equipment, net of accumulated
depreciation of $310,908 and $329,717,
respectively 261,055 270,186
--------- ---------
Intangibles and other assets, net 40,959 41,530
--------- ---------
Total $ 585,036 $ 606,682
========= =========
LIABILITIES AND SHAREHOLDERS' DEFICIENCY IN
NET ASSETS:
Liabilities not subject to compromise
Current liabilities:
Current maturities of capitalized lease obligations $ 4,148 $ 4,130
Accounts payable 55,056 65,472
Accrued payroll and related expenses 14,311 15,042
Other accrued expenses 32,498 31,247
--------- ---------
Total current liabilities 106,013 115,891
--------- ---------
Noncurrent liabilities:
Capitalized lease obligations 5,270 6,276
Other noncurrent liabilities 24,339 25,494
--------- ---------
Total noncurrent liabilities 29,609 31,770
--------- ---------
Liabilities subject to compromise 986,112 996,363
--------- ---------
Shareholders' deficiency in net assets:
Common Stock, $.01 par value, 60,000,000
shares authorized; 25,507,982 issued and
outstanding at May 1, 1999, and January 30, 1999 255 255
Paid-in capital (deficiency) (586,944) (586,944)
Retained earnings 51,578 50,972
Shareholders' notes receivable (1,587) (1,625)
--------- ---------
Total deficiency in net assets (536,698) (537,342)
--------- ---------
Total $ 585,036 $ 606,682
========= =========
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE> 4
Commission File No. 0-6544
BRUNO'S, INC.
(DEBTOR-IN-POSSESSION)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THIRTEEN WEEK PERIODS ENDED MAY 1, 1999 AND
MAY 2, 1998
(In Thousands Except Share and Per Share Amounts)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MAY 1, MAY 2,
1999 1998
(13 WEEKS) (13 WEEKS)
(unaudited) (unaudited)
------------ ------------
<S> <C> <C>
NET SALES $ 406,666 $ 501,729
------------ ------------
COST AND EXPENSES:
Cost of products sold 311,580 389,239
Store operating, selling and administrative expenses 82,403 106,985
Depreciation and amortization 11,331 13,480
Interest expense, net (contractual interest for 1999 and 1998
estimated at $20,654 and $21,042, respectively) 758 598
Reorganization items, net (12) 2,780
------------ ------------
Total cost and expenses 406,060 513,082
------------ ------------
Income (loss) before income taxes 606 (11,353)
PROVISION FOR INCOME TAXES -- --
------------ ------------
Net income (loss) $ 606 $ (11,353)
============ ============
NET INCOME (LOSS) PER BASIC AND DILUTED
COMMON SHARE $ 0.02 $ (0.45)
============ ============
WEIGHTED AVERAGE BASIC AND DILUTED
COMMON SHARES OUTSTANDING 25,507,982 25,507,982
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 5
BRUNO'S, INC.
(DEBTOR-IN-POSSESSION)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THIRTEEN WEEK PERIODS ENDED MAY 1, 1999 AND
MAY 2, 1998
(Amounts In Thousands)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MAY 1, MAY 2,
1999 1998
(13 WEEKS) (13 WEEKS)
(unaudited) (unaudited)
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ 606 $ (11,353)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization 11,331 13,480
Change in assets and liabilities 13,075 9,726
----------- -----------
Total adjustments 20,316 17,646
Payments for professional fees and other expenses related
to the Chapter 11 Cases, net of interest income (2,045) (2,780)
----------- -----------
Net cash provided by operating activities 22,967 9,073
----------- -----------
INVESTING ACTIVITIES:
Proceeds from sale of property - reorganization 4,922 --
Proceeds from sale of property -- 17,086
Capital expenditures (3,480) (5,314)
----------- -----------
Net cash provided by investing activities 1,442 11,772
----------- -----------
FINANCING ACTIVITIES:
Reductions of prepetition capitalized lease obligations (1,006) (961)
----------- -----------
Net cash used in financing activities (1,006) (961)
----------- -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 23,403 19,884
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 65,953 2,888
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 89,356 $ 22,772
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE> 6
Commission File No. 0-6544
BRUNO'S, INC.
(DEBTOR-IN-POSSESSION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THIRTEEN WEEK
PERIODS ENDED MAY 1, 1999 AND MAY 2, 1998 (IN THOUSANDS EXCEPT SHARE AND PER
SHARE AMOUNTS)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements include the
accounts of Bruno's, Inc. (the "Company") and its wholly owned subsidiaries.
Significant intercompany balances and transactions have been eliminated in
consolidation. Certain prior period amounts have been reclassified to conform to
the current period presentation. Operating results for the thirteen weeks ended
May 1, 1999, are not necessarily indicative of the results that may be expected
for the entire fiscal year. The unaudited condensed consolidated financial
statements should be read in conjunction with the consolidated financial
statements and footnotes thereto included in the Company's Annual Report on Form
10-K for the fiscal year ended January 30, 1999. In the opinion of management,
the accompanying unaudited condensed consolidated financial statements contain
all adjustments necessary for a fair statement of the consolidated financial
position and results of operations of the Company for the interim periods.
On February 2, 1998, the Company and each of its 11 subsidiaries each filed a
petition for reorganization under chapter 11 of title 11 of the United States
Bankruptcy Code (the "Bankruptcy Code"). The petitions were filed in the United
States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court")
under case numbers 98-212(SLR) through 98-223(SLR) (the "Chapter 11 Cases"). The
Chapter 11 Cases have been procedurally consolidated for administrative
purposes. The Company and its subsidiaries will continue to manage their affairs
and operate their business as debtors-in-possession while the Chapter 11 Cases
are pending. As debtors-in-possession, the Company may not engage in
transactions outside the ordinary course of business without approval, after
notice and hearing, of the Bankruptcy Court.
On May 27, 1999, the Company filed its proposed plan of reorganization (the
"Proposed Plan of Reorganization") with the Bankruptcy Court. The Proposed Plan
of Reorganization, if ultimately approved by the Company's creditors and
confirmed by the Bankruptcy Court, will materially change the amounts reported
in the consolidated financial statements, which currently do not reflect any
adjustments to the carrying value of assets or the amounts of liabilities that
might be necessary as a result of confirmation of the Proposed Plan of
Reorganization. Pursuant to the guidance provided by Statement of Position 90-7,
"Financial Reporting by Entities in Reorganization Under the Bankruptcy Code,"
the Company will adopt "fresh start" reporting as of the effective date of the
Proposed Plan of Reorganization. Under "fresh start" reporting, the
reorganization value of the entity is allocated to the entity's assets. After
the effective date of the Proposed Plan of Reorganization, the Company's
consolidated financial statements will not be comparable with those prepared
before the effective date, including the historical financial statements
included in this quarterly report.
5
<PAGE> 7
2. INCOME TAXES
The Company has utilized its net operating loss carryforwards to offset the net
income reported for the quarter ended May 1, 1999, and, therefore, no income tax
expense has been recorded for this period. In assessing the realization of the
Company's deferred income tax assets, management considers the likelihood that
the deferred income tax assets will be realized through future taxable income.
Based upon projections over the periods in which deferred income tax assets are
deductible, at May 1, 1999, management believes it is unlikely that any net
deferred income tax assets will be realized. Accordingly, the Company has fully
reserved its net deferred income tax assets.
3. CONTINGENCIES
On June 6, 1997, a lawsuit was filed against the Company in the Circuit Court
for Jefferson County, Alabama (the "Alabama State Court") by SNA, Inc. ("SNA")
and A.B. Real Estate, Inc. ("A.B. Real Estate"). The lawsuit was styled A.B Real
Estate, Inc. et. al. v. Bruno's, Inc., et al., Civil Action No. CV-97-3538. The
complaint alleges that SNA and A.B. Real Estate are engaged in the business of
developing and managing commercial real estate, that the Company had a
contractual obligation to offer for sale and to sell grocery store sites to SNA
and A.B. Real Estate and to lease such sites back from such entities, and that
the Company's failure to perform its obligations constitutes a breach of
contract and fraud within the meaning of Alabama law. The complaint seeks to
recover compensatory and punitive damages from the Company in an unspecified
amount. Following the commencement of the Chapter 11 Cases, the Company removed
the lawsuit to the United States District Court for the Northern District of
Alabama (the "Alabama District Court"). Pursuant to a standing order of the
Alabama District Court, the lawsuit was referred to the United States Bankruptcy
Court for the Northern District of Alabama (the "Alabama Bankruptcy Court"). SNA
and A.B. Real Estate filed a motion to remand the lawsuit to the Alabama State
Court. After extensive negotiations, the parties to the lawsuit agreed that the
lawsuit will be tried by a jury before the Alabama Bankruptcy Court.
Accordingly, the lawsuit is now pending in the Alabama Bankruptcy Court under
the style A.B. Real Estate, Inc. et. al. v. Bruno's, Inc., et. al., Adversary
Proceeding No. 98 - 00064. Pursuant to the agreement among the parties, a
stipulation and agreement was filed in the Bankruptcy Court in which the Chapter
11 Cases are pending to modify the automatic stay resulting from the
commencement of the Chapter 11 Cases to the extent necessary to allow the
prosecution of the lawsuit by a jury trial before the Alabama Bankruptcy Court.
The parties to the lawsuit are currently involved in discovery proceedings. The
Company believes that it has meritorious defenses to the allegations contained
in the complaint and intends to defend this lawsuit vigorously. If the
plaintiffs in this lawsuit ultimately are successful in obtaining a judgment
against the Company, they will have a general unsecured claim against the
Company that will be paid in accordance with the terms of the plan of
reorganization ultimately approved by the Bankruptcy Court in which the Chapter
11 Cases are pending.
In addition, the Company is a party to various legal and taxing authority
proceedings incidental to its business. In the opinion of management, the
ultimate liability with respect to these proceedings will not have a material
adverse effect on the Company's financial position, results of operations or
cash flows. The Company's liability, if any, with respect to proceedings
6
<PAGE> 8
occurring prior to the commencement of the Chapter 11 Cases will be paid in
accordance with the terms of the plan of reorganization ultimately confirmed by
the Bankruptcy Court.
4. DEBTOR-IN-POSSESSION FINANCING
Subsequent to the filing of the Chapter 11 Cases, the Company entered into a
Revolving Credit and Guaranty Agreement (the "Loan Agreement") with The Chase
Manhattan Bank ("Chase") to provide secured debtor-in-possession financing. The
Loan Agreement, as amended, provides for borrowings dependent upon the Company's
level of inventory, real estate and claims from certain vendors. The Company has
voluntarily reduced its maximum borrowings under the Loan Agreement from $200
million to $100 million because the Company does not believe it will need the
additional borrowing capacity and because the reduction will result in a
decrease in the fees paid by the Company under the Loan Agreement. The maximum
borrowings under the Loan Agreement include a subfacility of $32 million for the
issuance of letters of credit. The Loan Agreement grants a security interest in
substantially all of the Company's assets. Under the Loan Agreement, certain
vendors who have agreed to provide the Company, among other things, with a line
of credit and acceptable credit terms (the "Participating Vendors") are secured
on a pari passu basis with the security interest granted to Chase and the other
lenders. All obligations under the Loan Agreement will be afforded
"super-priority" administrative expense status in the Chapter 11 Cases. Advances
under the Loan Agreement bear interest at Chase's Alternative Base Rate (as
defined in the Loan Agreement) plus 3/4 of 1%.
The Loan Agreement, as amended, contains certain restrictive covenants which,
among other things, require the Company to maintain a minimum cumulative EBITDA
as measured at the end of each of the Company's fiscal periods. The restrictive
covenants also limit the Company's capital expenditures and dividends and the
ability of the Company to grant liens and incur additional indebtedness. As of
May 1, 1999, the Company was in compliance with the covenants contained in the
Loan Agreement as amended.
The Loan Agreement will terminate upon the earlier of consummation of a plan of
reorganization in the Chapter 11 Cases, February 1, 2000 or a Prepayment Date
(as such term is defined in the Loan Agreement). All borrowings under the Loan
Agreement will become due 30 days after termination.
At May 1, 1999, the Company had no direct borrowings outstanding under the Loan
Agreement but had utilized $5.9 million of its availability under the Loan
Agreement to issue letters of credit. Trade payables owed to Participating
Vendors (as defined in the Loan Agreement) did not reduce the Company's
availability under the Loan Agreement because the Company's borrowing base, as
defined in the Loan Agreement, exceeded the $100 million limitation on
borrowings under the Loan Agreement.
5. LIABILITIES SUBJECT TO COMPROMISE
As described in Note 1, since February 2, 1998, the Company has been operating
as a debtor-in-possession under Chapter 11 of the Bankruptcy Code and has been
subject to the jurisdiction and supervision of the Bankruptcy Court. Liabilities
subject to compromise refer to liabilities outstanding prior to the commencement
of the Chapter 11 Cases. In the Chapter 11 Cases,
7
<PAGE> 9
substantially all liabilities of the Company as of the date of the filing of the
petitions for reorganization will be subject to settlement under the plan or
plans of reorganization. Certain creditors have filed claims substantially in
excess of the amounts reflected in the Company's records. Differences between
amounts shown by the Company and claims filed by the creditors are currently
being investigated and reconciled. After completion of these reconciliations,
any remaining differences may be resolved by negotiated agreement between the
Company and the claimant or by the Bankruptcy Court as part of the Chapter 11
Cases. Consequently, the amount of liabilities subject to compromise as shown in
the Company's Consolidated Balance Sheet at May 1, 1999, will likely be subject
to adjustment.
In the consolidated balance sheet of the Company, liabilities subject to
compromise consist of:
<TABLE>
<CAPTION>
May 1, 1999 January 30, 1999
------------ ----------------
<S> <C> <C>
Long-term debt $ 858,626 $ 858,722
Trade accounts 86,363 87,081
Prepetition accrued interest 24,727 24,727
Allowed claims for lease rejection 11,548 11,548
Other prepetition items 4,848 14,285
--------- ----------
$ 986,112 $ 996,363
========= ==========
</TABLE>
These amounts represent management's best estimate of known or potential claims
to be resolved in connection with the Chapter 11 Cases. Such claims remain
subject to future adjustments based on negotiations, actions of the Bankruptcy
Court, further developments with respect to disputed claims, or other events.
Payment terms for these amounts will be established as the Chapter 11 Cases
proceed.
The Company has received approval from the Bankruptcy Court to pay or otherwise
honor certain of its prepetition obligations, including prepetition wages,
vacation pay, employee benefits and reimbursement of employee business expenses.
The Bankruptcy Court also has authorized the Company to pay up to $23.0 million
of prepetition obligations to critical vendors to aid the Company in maintaining
the normal flow of merchandise to its stores. As of May 1, 1999, the Company had
made $19.3 million of such payments.
6. REORGANIZATION ITEMS
Expenses directly incurred as a result of the Chapter 11 Cases have been
segregated from the normal operations and are disclosed separately. The major
components are as follows:
<TABLE>
<CAPTION>
13 Weeks Ended 13 Weeks Ended
May 1, 1999 May 2, 1998
-------------- --------------
<S> <C> <C>
Professional fees and administrative items $ 3,000 $ 3,000
Sale of excess properties (2,057) -0-
Interest income (955) (220)
-------------- --------------
$ (12) $ 2,780
============== ==============
</TABLE>
8
<PAGE> 10
PROFESSIONAL FEES AND ADMINISTRATIVE ITEMS:
Professional fees and administrative items relate to legal, accounting, other
professional and employee costs directly attributable to the Chapter 11 Cases.
SALE OF EXCESS PROPERTIES:
The Company recorded a gain on the sale of real estate that was not being used
by the Company.
INTEREST INCOME:
This amount represents interest income associated with the accumulation of cash
and short-term investments subsequent to filing the Chapter 11 Cases.
7. ACCOUNTING STANDARD NOT YET ADOPTED
In June 1998, SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," was issued. This Statement requires that all derivatives be
recognized in the statement of financial position as either assets or
liabilities and be measured at fair value. In addition, all hedging
relationships must be designated, reassessed and documented pursuant to the
provisions of SFAS No. 133. This Statement will be effective for the Company in
its fiscal year beginning January 30, 2000. The Company's management has not yet
determined the effect of SFAS No. 133 on its financial statements.
8. SUBSEQUENT EVENT
As disclosed in Note 1, the Company's Proposed Plan of Reorganization was filed
with the Bankruptcy Court on May 27, 1999. The Proposed Plan of Reorganization
is subject to approval by the Bankruptcy Court and the Company's creditors, and
if such approval is not obtained, any party in interest could file its own plan
of reorganization for the Company.
The filing of the Company's Proposed Plan of Reorganization with the Bankruptcy
Court established the allowed amount of the claims for prepetition long-term
debt. Consequently, pursuant to the provisions of Statement of Position 90-7,
the Company expects to charge approximately $27.1 million of deferred debt
issuance costs to expense in the second quarter of the current fiscal year.
For purposes of the Company's Proposed Plan of Reorganization, the
reorganization value of the Company is calculated to be $275 million after
distributions of cash projected to made under the Proposed Plan of
Reorganization. Among other things, the Proposed Plan of Reorganization
provides that (i) all prepetition debt, other than capitalized lease
obligations, would be eliminated, (ii) general unsecured creditors would
receive cash payments in an amount equal to 26% of the agreed value of their
claims, (iii) holders of the Company's prepetition bank debt would receive
shares of common stock, and (iv) no payments would be made to holders of the
Company's Senior Subordinated Notes or to holders of shares of the Company's
existing common stock.
9
<PAGE> 11
Commission File No. 0-6544
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following is management's discussion and analysis of significant factors
affecting the Company's operating results during the periods included in the
accompanying condensed consolidated statements of operations.
A table showing the percentage of net sales represented by certain items in the
Company's condensed consolidated statements of operations is as follows:
<TABLE>
<CAPTION>
MAY 1, MAY 2,
1999 1998
(13 WEEKS) (13 WEEKS)
---------- ----------
<S> <C> <C>
Net sales 100.00% 100.00%
Cost of products sold 76.62% 77.58%
Store operating, selling, and administrative expenses 20.26% 21.32%
------- -------
EBITDA(1) 3.12% 1.10%
Depreciation and amortization 2.79% 2.69%
Interest expense, net 0.18% 0.12%
Reorganization items, net 0.00% 0.55%
------- -------
Income (loss) before income taxes 0.15% -2.26%
Income taxes (benefit) 0.00% 0.00%
------- -------
Net income (loss) 0.15% -2.26%
======= =======
</TABLE>
A summary of the changes in certain items included in the condensed statements
of operations for the thirteen week period ended May 1, 1999 as compared to the
thirteen week period ended May 2,1998 is as follows (dollars in thousands):
<TABLE>
<CAPTION>
Thirteen Weeks
Ended May 1, 1999
Amounts % Change
-------- --------
<S> <C> <C>
Net sales $(95,063) -18.95%
Cost of products sold (77,659) -19.95%
Store operating, selling, and administrative expenses (24,582) -22.98%
-------- -------
EBITDA(1) 7,178 130.39%
Depreciation and amortization (2,149) -15.94%
Interest expense, net 160 26.76%
Reorganization items, net (2,792) -100.43%
-------- -------
Income before income taxes 11,959 105.34%
Income taxes (benefit) -- N/A
-------- -------
Net income $ 11,959 105.34%
======== =======
</TABLE>
(1) EBITDA -- For purposes of this document, EBITDA is defined as net sales
reduced by cost of products sold and store operating, selling and
administrative expenses. EBITDA is presented because it is a widely
accepted financial indicator of a company's ability to service and/or
incur indebtedness. EBITDA, however, should not be construed as an
alternative to net income as a measure of a company's operating results or
to cash flow as a measure of liquidity. This methodology may not be
consistent with a similarly captioned item presented by other companies.
10
<PAGE> 12
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
GENERAL
As of May 1, 1999, the Company operated a chain of 149 supermarkets and
combination food and drug stores. The Company also operated eight retail liquor
stores located in the Florida panhandle. As of May 2, 1998, the Company operated
197 supermarkets and combination food and drug stores as well as nine retail
liquor stores.
On February 2, 1998, the Company and its 11 subsidiaries each filed a petition
for reorganization under chapter 11 of title 11 of the Bankruptcy Code. The
Chapter 11 Cases have been procedurally consolidated for administrative
purposes. The Company and its subsidiaries are currently operating their
businesses and managing their properties as debtors-in-possession pursuant to
the Bankruptcy Code. Both before and after the commencement of the Chapter 11
Cases, the Company has taken steps to restructure its operations and to improve
profitability. These steps include but are not limited to implementing price
reduction strategies, improving inventory levels in the Company's stores,
selling excess properties and continuing to analyze and review the Company's
market strategy, geographic positioning, and store level return on assets. As a
result of this review, the Company sold or closed 48 stores during the
twelve-month period ended May 1, 1999. The Company may consider closing or
selling additional stores that do not fall within the Company's market strategy
or geographic positioning or that do not perform at or above the Company's
expected store level return on assets.
ACQUISITIONS AND DIVESTITURES
During the first quarter of the current fiscal year, the Company sold one store
which had been closed during the previous fiscal year as well as some
miscellaneous excess real estate resulting in proceeds of $4.9 million.
On January 26, 1998, the Company entered into an agreement to purchase four
stores in Alabama from Delchamps, Inc. ("Delchamps"). This transaction was
consummated on February 17, 1998. Subsequently, the Company closed three of its
stores and relocated those stores into three of the stores purchased from
Delchamps. The Company increased the closed store accrual by $5.2 million during
the fiscal year ended January 31, 1998 to reflect the estimated loss on closing
the three stores.
On January 6, 1998, the Company entered into an agreement to sell 13 stores in
Georgia to Ingles Markets, Incorporated ("Ingles"). The Company was required by
the agreement to close the 13 stores prior to the sale of the stores to Ingles.
All of the stores were closed on or before January 27, 1998, and the stores were
sold to Ingles on March 12, 1998. A loss of $26.6 million was recorded during
the fiscal year ended January 31, 1998 as a result of this transaction.
On July 30, 1998, the Company entered into an agreement to sell 15 stores,
including one new store that had not commenced business, to Albertson's, Inc.
Eleven of the stores are located in the
11
<PAGE> 13
Nashville, Tennessee market area, and four are located in the Chattanooga,
Tennessee market. The sale of the 15 stores to Albertson's was consummated on
August 24, 1998. Between August and December of 1998, the Company closed 20
stores consisting of 10 stores in Alabama, five in Florida, three in Mississippi
and two in Georgia. In January 1999, the Company closed an additional 14 stores
consisting of six stores in Alabama, five in Georgia and three in Florida.
RESULTS OF OPERATIONS
NET SALES
Net sales decreased $95.1 million in the quarter ended May 1, 1999, as compared
to the quarter ended May 2, 1998. Approximately $91.6 million of the decrease
was due to the reduction in the number of stores operated by the Company as a
result of the divestitures described above under the heading "ACQUISITIONS AND
DIVESTITURES". Comparable store sales decreased 0.9% in the quarter ended May 1,
1999 as compared to the quarter ended May 2, 1998 due primarily to continued
competitive activity in the Company's trade areas. Excluding stores that were
sold or closed during the fiscal year ended January 30, 1999, comparable store
sales decreased by 14.5% in the quarter ended May 2, 1998 as compared to the
quarter ended May 3, 1997. The Company's sales in the quarter ended May 2, 1998
were adversely affected by the commencement of the Chapter 11 Cases and the
accident that occurred in the Company's distribution center on April 21, 1998.
As a result of the distribution center accident, the Company was not able to
supply its stores with perishable merchandise from the Company's distribution
center from April 21, 1998 through May 24, 1998. Although the Company made
temporary arrangements for perishable merchandise with third party suppliers and
distributors, the Company was not able to maintain adequate levels of perishable
inventories at all times in its stores. The reduction in store-level perishable
inventories resulted in a loss of customers and sales.
The Company has implemented new strategies to improve its sales performance.
These strategies include lower prices, improved store conditions, and new
advertising and promotional programs. Although the Company believes that these
strategies have been successful in reducing the loss of customers and sales,
there can be no assurances that these strategies will increase sales or will not
otherwise have an adverse effect on the Company's business.
GROSS PROFIT
Gross profit (net sales less cost of products sold) as a percentage of net sales
for the first quarter was 23.4% compared to 22.4% in first quarter of the prior
year. This improvement can be attributed to better inventory control and
improved purchasing practices the benefits of which were partially offset by
more competitive pricing by the Company.
STORE OPERATING, SELLING AND ADMINISTRATIVE EXPENSES
Store operating, selling, and administrative expenses as a percent of net sales
were 20.3% for the period ended May 1, 1999 compared to 21.3% for the comparable
period of the prior year. The percentage decreases were due to reductions in
labor costs, utility expense and administrative overhead.
12
<PAGE> 14
EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION (EBITDA)
EBITDA (as defined on page 10) increased by $7.2 million to $12.7 million in the
quarter ended May 1, 1999 compared to the quarter ended May 2, 1998. The slight
decrease in comparable store sales was more than offset by the improved gross
profit and lower store operating and administrative expenses as discussed above.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization for the quarter ended May 1, 1999 was $11.3
million compared to $13.4 million in first quarter of the prior year. This
decrease in depreciation and amortization is almost entirely the result of the
sale or closure of 48 stores during the prior fiscal year.
INTEREST EXPENSE
As a result of the commencement of the Chapter 11 Cases, the Company ceased
accruing interest on its short-term borrowings and long-term debt outstanding at
January 31, 1998. Interest expense in the first quarter of the current and prior
fiscal years relates primarily to equipment owned under capital leases.
REORGANIZATION ITEMS, NET
Reorganization expenses incurred by the Company during the first quarter of the
current fiscal year consisted of $3.0 million of professional and administrative
fees offset by a $2.1 million gain on the sale of excess real estate and $1.0
million of interest income earned on cash and short-term investments accumulated
subsequent to the filing of the Chapter 11 Cases. During the first quarter of
the prior fiscal year, the Company incurred $3.0 million of professional and
administrative fees partially offset by $0.2 million of interest earned on cash
and short-term investments accumulated subsequent to the commencement of the
Chapter 11 Cases.
INCOME TAXES
Net operating loss carryforwards were utilized to offset the income taxes that
would otherwise be due on the net income reported for the thirteen weeks ended
May 1, 1999. Management believes that it is unlikely that any currently booked
deferred income tax assets will be realized through future operations of the
Company; therefore, the Company has fully reserved its net deferred tax assets.
As a result, the effective tax rate for the quarters ended May 1, 1999 and May
2, 1998 was zero.
ACCOUNTING STANDARD NOT YET ADOPTED
In June 1998, SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," was issued. This Statement requires that all derivatives be
recognized in the statement of financial position as either assets or
liabilities and be measured at fair value. In addition, all hedging
relationships must be designated, reassessed and documented pursuant to the
provisions of SFAS No. 133. This Statement will be effective for the Company in
its fiscal year beginning
13
<PAGE> 15
January 30, 2000. The Company's management has not yet determined the effect of
SFAS No. 133 on its financial statements.
LIQUIDITY AND CAPITAL RESOURCES
The Company and its subsidiaries are parties to a Revolving Credit and Guaranty
Agreement dated as of February 2, 1998, as amended by the First Amendment
thereto dated as of March 5, 1998, the Second Amendment thereto dated as of
March 25, 1998, the Third Amendment thereto dated as of April 17, 1998, the
Fourth Amendment thereto dated as of July 31, 1998, and the Fifth Amendment
thereto dated as of October 31, 1998 (as so amended, the "Loan Agreement"). The
lenders who are parties to the Loan Agreement include The Chase Manhattan Bank
("Chase"), as agent for itself and any other lenders party thereto. The Loan
Agreement was entered into subsequent to the commencement of the Chapter 11
Cases and will terminate upon the earlier of consummation of a plan of
reorganization in the Chapter 11 Cases, February 1, 2000, or the Prepayment Date
(as such term is defined in the Loan Agreement). The Loan Agreement provides the
Company with a revolving line of credit for loans and with letters of credit.
The amount the Company is permitted to borrow under the Loan Agreement is
dependent upon the level of the Company's inventory, real estate and claims from
certain vendors. The Company has voluntarily reduced its maximum allowable
borrowings under the Loan Agreement from $200 million to $100 million because
the Company does not anticipate that it will need the additional borrowing
capacity and because the reductions will decrease the fees paid by the Company
under the Loan Agreement. The maximum permitted borrowings under the Loan
Agreement include a subfacility of $32 million for the issuance of letters of
credit. The Company will use all amounts borrowed under the Loan Agreement for
its ongoing working capital needs and for other general corporate purposes of
the Company and its subsidiaries. The Company's subsidiaries are also guarantors
of the Company's obligations under the Loan Agreement.
The Loan Agreement contains certain restrictive covenants which, among other
things, require the Company to maintain a minimum cumulative EBITDA as measured
at the end of each of the Company's fiscal periods. The restrictive covenants
also limit the Company's capital expenditures and dividends and the ability of
the Company to grant liens and incur additional indebtedness. The Fifth
Amendment to the Loan Agreement, among other things, amended the minimum
cumulative EBITDA and capital expenditure covenants contained in the Loan
Agreement and established minimum cumulative EBITDA and capital expenditure
covenants for the fiscal year ended January 29, 2000. As of May 1, 1999, the
Company was in compliance with the covenants contained in the Loan Agreement as
amended.
As of May 1, 1999, the Company had no direct borrowings outstanding under the
Loan Agreement but had utilized $5.9 million of its availability under the Loan
Agreement to issue letters of credit. Total availability under the Loan
Agreement at May 1, 1999 was $94.1 million. Trade payables owed to Participating
Vendors (as defined in the Loan Agreement) did not reduce the Company's
availability under the Loan Agreement because the Company's borrowing base, as
defined in the Loan Agreement, exceeded the $100 million limitation on
borrowings under the Loan Agreement. The Company expects that its cash flow from
operations and borrowings under the Loan Agreement will provide it with
sufficient liquidity to conduct its operations while the Chapter 11 Cases are
pending. The Company's long-term liquidity and the adequacy of the
14
<PAGE> 16
Company's capital resources cannot be determined until a plan of reorganization
has been accepted and confirmed in connection with the Chapter 11 Cases.
Operating activities provided $23.0 million of cash for the thirteen week period
ended May 1, 1999, and generated cash of $9.1 million for the comparable period
of the prior year. The source of cash in the current year is attributable
primarily to the increase in EBITDA discussed above and to a decrease in the
Company's inventory levels partially offset by a corresponding decrease in
accounts payable during the first quarter. The Company also experienced a
decrease in inventory levels during the first quarter of the prior year. The
cash generated by reduced inventory levels in the prior year was partially
offset by advances paid to vendors in order to expedite delivery of inventory to
the Company.
Cash flows provided by investing activities were $1.4 million and $11.8 million
in the thirteen week periods ended May 1, 1999 and May 2, 1998, respectively.
Proceeds from the sale of real estate were $4.9 million in the first quarter of
the current year compared to $17.1 million during the comparable period of the
prior year. These cash flows were partially offset by capital expenditures of
$3.5 million for the first quarter of the current year compared to $5.3 million
for the comparable period of the prior year. The Company's capital expenditures
are primarily related to the remodeling of existing stores.
Financing activities used $1.0 million in both the thirteen week period ended
May 1, 1999 and the comparable period of the prior year. Both current year and
prior year financing activities reflect payments on capitalized lease
obligations.
The Company's present plans call for additional capital expenditures of $31.3
million for the remainder of the current fiscal year ending January 29, 2000.
These plans are subject to change from time to time and the actual amounts spent
may vary materially from the estimate set forth above. The Company expects that
its capital expenditures for the remainder of the current fiscal year will be
financed through cash flows from operations, existing cash balances and, if
necessary, borrowings under the Loan Agreement. The Company had no material
commitments in connection with these planned capital expenditures at May 1,
1999.
As noted above, on February 2, 1998, the Company filed the Chapter 11 Cases. The
Company and its subsidiaries are currently operating their business and managing
their properties as debtors-in-possession pursuant to the Bankruptcy Code. The
Company filed its Proposed Plan of Reorganization with the Bankruptcy Court on
May 27, 1999. The Proposed Plan of Reorganization is subject to approval by the
Bankruptcy Court and the Company's creditors. The Company's long-term liquidity
and the adequacy of the Company's capital resources cannot be determined until
the Company's Proposed Plan of Reorganization, or an alternative plan of
reorganization, has been accepted and confirmed by the Bankruptcy Court.
YEAR 2000
The Year 2000 issue refers to computer programs and microcontrollers which could
fail to execute properly at the turn of the century due to flaws in design.
Computer programs written using two digits (rather than four) to define the
applicable year are typical examples of such design flaws. Any programs written
in this manner recognize a date using "00" as the year 1900 rather than the year
2000. Such design flaws could cause the computer systems and equipment
15
<PAGE> 17
used by the Company to malfunction with the result that the Company could not
conduct its operations in a normal manner. Some of the computer programs and
microcontrollers owned or leased by the Company will need to be modified or
replaced in order to address the Year 2000 issue.
The Company has retained a third party contractor to identify and correct Year
2000 problems involving the Company's internal computer systems. Systems which
require modification or replacement have been identified and a plan for
addressing issues has been established. Following identification and planning,
the major project phases are correction, testing and implementation. Four
general categories of internal computer systems are being addressed: Store
Systems, Networks and Servers, Mainframe Applications, and Mainframe Systems and
Hardware. A considerable number of systems already have been modified or
replaced, and it is anticipated that most of the remaining changes that are
necessary will be completed by the end of July 1999. Changes in the Company's
Store Systems to address the Year 2000 problem are scheduled to be completed in
September 1999.
In addition to addressing the Year 2000 problem with respect to the Company's
internal computer systems, the Company has identified other non-information
technology systems which could be affected by the Year 2000 issue. Examples of
such other systems are time clocks, refrigeration systems, and heating and air
conditioning systems. The Company is currently modifying or replacing the
software or microcontrollers containing the Year 2000 design flaws. The Company
currently estimates that modifications or replacements of its critical
non-information technology systems will be completed by the end of September
1999.
The Company also could be adversely affected if Year 2000 design flaws are
contained in the computer systems or microcontrollers used by the Company's
vendors and suppliers, including merchandise vendors, utilities, and service
providers. The Company has developed a list of critical vendors and suppliers
who might be unable to continue to supply necessary goods and services to the
Company if such vendors and suppliers do not take appropriate action to address
the Year 2000 issue. The Company is seeking assurance from each such critical
vendor and supplier that all necessary steps are being taken by them to address
the Year 2000 issue.
Based on current estimates, the Company anticipates that it will incur costs of
approximately $12 million relating to Year 2000 issues for its internal computer
systems. Approximately $7.1 million of these costs had been incurred as of May
1, 1999. The Company has deferred several systems development projects to
minimize the impact of Year 2000 compliance costs, but the Company does not
expect that such deferral will have a significant effect on the Company's
financial condition and results of operations. Management estimates that the
cost of correcting the Year 2000 problem in other non-information technology
systems, such as time clocks, refrigeration systems and heating and air
conditioning systems, will not be material. The Company believes that the costs
of addressing the Year 2000 issue will be financed through cash flows from
operations, existing cash balances and, if necessary, borrowings under the Loan
Agreement.
If the Company fails adequately to address the Year 2000 issue, the Company,
under the most reasonably likely worst case scenario, would be unable to process
transactions such as sales, purchasing, transfers and payments in an efficient,
automated manner. In addition, other systems such as refrigeration systems and
heating and air conditioning systems could fail. The failure of
16
<PAGE> 18
these systems could seriously disrupt the Company's business. Finally, the
Company could experience product shortages and an interruption of necessary
services if certain outside providers of goods and services fail to address the
Year 2000 issue.
The Company does not currently have a contingency plan dealing with the most
reasonably likely worst case scenario involving the Year 2000 issue. The
Company, however, plans to develop such a contingency plan by July 1999. The
contingency plan will consider alternate sourcing, systems and procedures.
CAUTIONARY STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements to encourage companies to provide prospective
information about their companies without fear of litigation so long as those
statements are identified as forward-looking and are accompanied by meaningful
cautionary statements identifying important factors that could cause actual
results to differ materially from those projected in the statement. When used in
this Form 10-Q Report, the words "believe", "expect", "anticipate", "estimate"
and similar expressions are intended to identify forward-looking statements. The
Company desires to take advantage of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995 in connection with the forward-looking
statements contained in this Form 10-Q Report. Accordingly, the Company hereby
identifies the following important factors which could cause the Company's
financial results to differ materially from any such results which might be
projected, forecast, estimated or budgeted by the Company in forward-looking
statements:
(a) Heightened competition, including specifically the
intensification of price competition; the entry of new
competitors; and the expansion, renovation and opening of new
stores by new and existing competitors.
(b) Failure to obtain new customers or retain existing customers.
(c) Inability to carry out marketing, sales and capital plans.
(d) Insufficiency of financial resources to renovate and expand the
Company's store base.
(e) Prolonged dispute with labor.
(f) Economic downturn in the Southeast region.
(g) Loss or retirement of key executives.
(h) Higher selling, general and administrative expenses occasioned by
the need for additional advertising, marketing, administrative,
or management information systems expenditures.
(i) Adverse publicity and news coverage.
17
<PAGE> 19
(j) Adverse effects resulting from the commencement and prosecution
of the Chapter 11 Cases.
(k) Adverse effects resulting from Year 2000 compliance problems
experienced by the Company or its significant vendors.
The foregoing review of factors pursuant to the Private Litigation Securities
Reform Act of 1995 should not be construed as exhaustive or as any admission
regarding the adequacy of disclosures made by the Company prior to this filing.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
The Company's primary "market risk" relates to changing interest rates. The
Company has a combination of fixed and variable rate debt. As a result of the
filing of the Chapter 11 Cases, interest is no longer accruing on the debt
incurred by the Company prior to the commencement of the Chapter 11 Cases. In
addition, the Company does not currently have any direct borrowings outstanding
under its debtor-in-possession financing facility. Accordingly, the Company will
have little, if any, interest rate risk while the Chapter 11 Cases are pending.
As a result, quantification of the Company's interest rate risk as of January
30, 1999 is not presented because it would not be meaningful to do so.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is party to the Chapter 11 Cases, which commenced on February 2,
1998. In addition, the Company is a party to a lawsuit filed against the Company
by SNA and A.B. Real Estate as described in Note 3 of the Notes to the Condensed
Consolidated Financial Statements. The Company also is a party to various other
legal and taxing authority proceedings incidental to its business. In the
opinion of management, the ultimate liability with respect to these proceedings
will not have a material adverse effect on the financial position or results of
operations of the Company.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
The Company commenced the Chapter 11 Cases on February 2, 1998. As a result of
filing the Chapter 11 Cases, no principal or interest payments will be made on
indebtedness incurred by the Company prior to February 2, 1998 until a plan of
reorganization defining the repayment terms has been approved by the Bankruptcy
Court. Accordingly, the Company did not make the semi-annual $21.0 million
interest payments due on February 2, 1998, August 1, 1998 and
18
<PAGE> 20
February 1, 1999 under the Company's 10 1/2% Senior Subordinated Notes. In
addition, the Company has not paid $3.7 million in accrued interest on the
Company's other debt outstanding at January 31, 1998.
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
Exhibit
Number Description
------ -----------
27 Financial Data Schedule (for SEC use only)
(B) REPORTS ON FORM 8-K
On June 4, 1999, the Company filed a Current Report on Form 8-K dated May 27,
1999 under Item 5 "Other Events" to disclose the Company's filing with the
Bankruptcy Court of the Proposed Plan of Reorganization.
19
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BRUNO'S, INC.
/s/ Arthur B. McCarter
---------------------------------
Arthur B. McCarter
Senior Vice President and
Chief Financial Officer
Dated: June 10, 1999
20
<PAGE> 22
BRUNO'S, INC.
FORM 10-Q REPORT
(FOR QUARTER ENDED MAY 1, 1999)
INDEX OF EXHIBITS
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
27 Financial Data Schedule (for SEC use only)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF BRUNO'S, INC. FOR THE QUARTER ENDED MAY 1, 1999, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
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<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-29-2000
<PERIOD-START> JAN-31-1999
<PERIOD-END> MAY-01-1999
<CASH> 89,356
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<RECEIVABLES> 14,498
<ALLOWANCES> (517)
<INVENTORY> 159,591
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<PP&E> 571,963
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<TOTAL-LIABILITY-AND-EQUITY> 585,036
<SALES> 406,666
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<CGS> 311,580
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<OTHER-EXPENSES> 93,722
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