<PAGE>
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 JULY 1, 2000
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 0-9904
ARDEN GROUP, INC.
-----------------
(Exact name of registrant as specified in its charter)
Delaware 95-3163136
------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2020 South Central Avenue, Compton, California 90220
---------------------------------------------- ------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 638-2842
----------------------
No Change
--------------------------------------------------------------------------------
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 the filing
requirements for at least the past 90 days. Yes X No
--- ---
The number of shares outstanding of the registrant's classes of common stock as
of July 1, 2000 was:
2,088,512 of Class A common stock
1,368,984 of Class B common stock
1
<PAGE>
PART I. FINANCIAL INFORMATION
ARDEN GROUP, INC. AND CONSOLIDATED SUBSIDIARY
-----------------------------------------------------------
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(In Thousands)
============================================================================================================================
ASSETS July 1, 2000 January 1, 2000
(Unaudited)
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 23,354 $ 18,157
Marketable securities 12,804 17,910
Accounts and notes receivable, net 5,054 5,412
Inventories 12,097 12,202
Other current assets 1,463 2,094
----------------------------------------------------------------------------------------------------------------------------
Total current assets 54,772 55,775
Property for resale or sublease 840 868
Property, plant and equipment, at cost, less accumulated
depreciation and amortization of $41,315 and $38,132,
respectively 49,474 51,366
Other assets 3,949 3,270
----------------------------------------------------------------------------------------------------------------------------
Total assets $ 109,035 $111,279
============================================================================================================================
============================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
----------------------------------------------------------------------------------------------------------------------------
Current liabilities:
Accounts payable, trade $ 13,757 $ 14,853
Other current liabilities 12,317 14,016
Current portion of long-term debt 1,968 2,229
----------------------------------------------------------------------------------------------------------------------------
Total current liabilities 28,042 31,098
Long-term debt 7,472 8,322
Deferred income taxes 1,085 1,125
Other liabilities 1,526 1,458
----------------------------------------------------------------------------------------------------------------------------
Total liabilities 38,125 42,003
----------------------------------------------------------------------------------------------------------------------------
Commitments and contingent liabilities
Stockholders' equity:
Common stock, Class A 862 894
Common stock, Class B 342 342
Capital surplus 3,766 3,866
Notes receivable from officer/director (175) (175)
Unrealized loss on available-for-sale securities (261) (446)
Retained earnings 70,129 68,548
----------------------------------------------------------------------------------------------------------------------------
74,663 73,029
Treasury stock, at cost (3,753) (3,753)
----------------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 70,910 69,276
----------------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $ 109,035 $111,279
============================================================================================================================
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
2
<PAGE>
PART I. FINANCIAL INFORMATION, Continued
ARDEN GROUP, INC. AND CONSOLIDATED SUBSIDIARY
-------------------------------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
(In Thousands, Except Share and Per Share Data)
============================================================================================================================
THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED
-------------------- ----------------------
July 1, 2000 July 3, 1999 July 1, 2000 July 3, 1999
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales $ 88,670 $ 77,797 $ 175,115 $155,814
Cost of sales 51,962 46,105 102,505 92,611
----------------------------------------------------------------------------------------------------------------------------
Gross profit 36,708 31,692 72,610 63,203
Delivery, selling, general and administrative expenses 31,469 27,305 62,189 53,995
----------------------------------------------------------------------------------------------------------------------------
Operating income 5,239 4,387 10,421 9,208
Interest and dividend income 571 389 1,036 725
Other income (expense), net (143) (81) (410) (89)
Interest expense (200) (164) (411) (321)
----------------------------------------------------------------------------------------------------------------------------
Income before income taxes 5,467 4,531 10,636 9,523
Income tax provision 2,228 699 4,334 2,733
----------------------------------------------------------------------------------------------------------------------------
Net income $ 3,239 $ 3,832 $ 6,302 $ 6,790
-------- -------- --------- ---------
----------------------------------------------------------------------------------------------------------------------------
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) from available-for-sale securities:
Unrealized holding gains (losses) arising during the period 26 (19) (54) (316)
Reclassification adjustment for gains (losses) included
in net income 70 112 239 112
----------------------------------------------------------------------------------------------------------------------------
Net unrealized gain (loss), net of income tax expense
(benefits) of $69 and $129 for 2000 and $65 and ($135)
for 1999, respectively 96 93 185 (204)
----------------------------------------------------------------------------------------------------------------------------
Comprehensive income $ 3,335 $ 3,925 $ 6,487 $ 6,586
======== ======== ========= =========
============================================================================================================================
Net income per common share:
Basic $ .91 $ 1.06 $ 1.77 $ 1.89
Diluted .91 1.06 1.77 1.89
----------------------------------------------------------------------------------------------------------------------------
Weighted average common shares outstanding:
Basic 3,551,648 3,585,472 3,568,560 3,585,472
Diluted 3,553,335 3,585,472 3,569,450 3,585,472
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
3
<PAGE>
PART I. FINANCIAL INFORMATION, Continued
ARDEN GROUP, INC. AND CONSOLIDATED SUBSIDIARY
-------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
(In Thousands)
=========================================================================================================================
TWENTY-SIX WEEKS ENDED
July 1, 2000 July 3, 1999
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Cash received from customers $ 175,532 $ 156,904
Cash paid to suppliers and employees (163,565) (142,176)
Interest and dividends received 964 707
Interest paid (414) (345)
Income taxes paid (4,700) (5,086)
-------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 7,817 10,004
-------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Capital expenditures (1,343) (8,359)
Purchases of available-for-sale securities (778) (3,308)
Sales of available-for-sale securities 5,788 2,658
Other (348)
Proceeds from the sale of property, plant and
equipment, liquor licenses and leasehold
interests 25 3
-------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities 3,344 (9,006)
-------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Purchase and retirement of Company stock (4,853)
Principal payments on long-term debt (1,000) (571)
Principal payments under capital lease obligations (111) (125)
-------------------------------------------------------------------------------------------------------------------------
Net cash used in financing activities (5,964) (696)
-------------------------------------------------------------------------------------------------------------------------
Net increase in cash 5,197 302
Cash at beginning of period 18,157 13,647
-------------------------------------------------------------------------------------------------------------------------
Cash at end of period $ 23,354 $ 13,949
-------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
4
<PAGE>
PART I. FINANCIAL INFORMATION, Continued
CONSOLIDATED STATEMENTS OF CASHFLOWS, Continued
<TABLE>
<CAPTION>
(In Thousands)
-------------------------------------------------------------------------------------------------------------------------
TWENTY-SIX WEEKS ENDED
-----------------------
July 1, 2000 July 3, 1999
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
RECONCILIATION OF NET INCOME TO NET CASH PROVIDED
BY OPERATING ACTIVITIES:
Net income $ 6,302 $ 6,790
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 3,234 2,739
Provision for losses on accounts and
notes receivable 86 45
Deferred income taxes (202) (106)
Net loss from the disposal of property, plant and
equipment, liquor licenses and early lease
terminations 3 66
Realized loss on marketable securities, net 395 74
Change in assets and liabilities net of effects from investment and
financing activities:
(Increase) decrease in assets:
Accounts and notes receivable 272 548
Inventories 105 958
Other current assets 631 443
Other assets (330) (55)
Increase (decrease) in liabilities:
Accounts payable and other accrued expenses (2,781) (1,569)
Deferred income taxes on unrealized (gains)/losses 34
Other liabilities 68 71
-------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities $ 7,817 $ 10,004
=========================================================================================================================
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
5
<PAGE>
PART I. FINANCIAL INFORMATION, Continued
ARDEN GROUP, INC. AND CONSOLIDATED SUBSIDIARY
-----------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
The consolidated financial statements of Arden Group, Inc. (the "Company")
include the accounts of the Company and its direct and indirect
subsidiaries. Intercompany balances and transactions are eliminated. The
Company operates primarily in the supermarket business.
The accompanying consolidated financial statements for the three and six
months ended July 1, 2000 and July 3, 1999 have been prepared in accordance
with the instructions to Form 10-Q, Article 10 of Regulation S-X and
generally accepted accounting principles ("GAAP") for interim financial
information. These financial statements have not been audited by
independent public accountants but include all adjustments, which in the
opinion of management of the Company, are necessary for a fair statement of
the financial position and the results of operations for the periods
presented. The accompanying consolidated balance sheet as of January 1,
2000 has been derived from audited financial statements and, accordingly,
does not include all disclosures required by GAAP as permitted by interim
reporting requirements. The results of operations for the three and six
months ended July 1, 2000 are not necessarily indicative of the results to
be expected for the full year ending December 30, 2000.
2. MARKETABLE SECURITIES
Management determines the appropriate classification of its investments in
marketable securities at the time of purchase and reevaluates such
determination at each balance sheet date. Securities that are bought and
held principally for the purpose of selling them in the near term are
classified as trading securities and unrealized holding gains and losses
are included in earnings. Debt securities for which the Company does not
have the intent or ability to hold to maturity and equity securities are
classified as available-for-sale. Available-for-sale securities are carried
at fair value, with the unrealized gains and losses, net of tax, reported
as a separate component of stockholders' equity.
3. COMMON STOCK AND NET INCOME PER COMMON SHARE
In the second quarter of 2000, the Company purchased and retired 127,976
shares of its Class A Common Stock for an aggregate purchase price of
approximately $4,853,000. These shares were purchased in private
transactions from sellers not affiliated with the Company.
Basic net income per share is computed by dividing the net income
attributable to common stockholders by the weighted average number of
common shares outstanding during the period. Diluted net income per share
is calculated by adjusting outstanding shares assuming conversion of all
potentially dilutive stock options. Certain of the Company's stock options
were excluded from the calculation of diluted net income per share because
they were antidilutive but these options could be dilutive in the future.
6
<PAGE>
PART I. FINANCIAL INFORMATION, Continued
NOTES TO FINANCIAL STATEMENTS, Continued
4. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement requires that all
derivative instruments be recorded on the balance sheet at their fair
value. Changes in the fair value of derivatives will be recorded each
period in current earnings or other comprehensive income, depending on
whether a derivative is designated as part of a hedge transaction and, if
it is, the type of hedge transaction. The new rules will be effective the
first quarter of 2001. The Company does not believe that the new standard
will have any impact, as the Company currently holds no derivatives.
7
<PAGE>
PART I. FINANCIAL INFORMATION, Continued
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
SECOND QUARTER ANALYSIS
Income before income taxes in the second quarter of 2000 increased 20.7% to
$5,467,000 compared to $4,531,000 during the second quarter of 1999. Operating
income was $5,239,000 in the second quarter of 2000 compared to $4,387,000 in
the second quarter of 1999.
Sales from the Company's 15 supermarkets (all of which are located in Southern
California) were $88,670,000 in the second quarter of 2000. This represents an
increase of 14.0% over the second quarter of 1999, when sales were $77,797,000.
The majority of the sales increase is attributable to the opening of new stores
in Sherman Oaks and Santa Barbara, California in August and October 1999,
respectively. Same store sales increased 3.4% in the second quarter of 2000
compared to the prior year. The second quarter of 2000 includes Easter and
Passover sales, which occurred in the first quarter of 1999.
The Company's gross profit as a percent of sales was 41.4% in the second quarter
of 2000 compared to 40.7% in the same period of 1999. Added controls over
product costs, product pricing decisions and increased buying and promotional
allowances contributed to the increase in margins. Delivery, selling, general
and administrative ("DSG&A") expenses as a percent of sales were 35.5% in the
second quarter of 2000 compared to 35.1% in the same quarter of 1999.
Interest and dividend income was $571,000 in the second quarter of 2000 compared
to $389,000 for the same period in 1999 primarily due to higher interest rates
and higher average levels of interest bearing investments in 2000.
Interest expense was $200,000 in the second quarter of 2000 compared to $164,000
in the second quarter of 1999 due to higher average levels of fixture financing
debt.
Other income (expense) includes net losses on the sale of marketable
securities of $136,000 and $74,000 in the second quarters of 2000 and 1999,
respectively.
SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities"
requires that unrealized holding gains and losses for available-for-sale
securities be included as a component of stockholders' equity. Unrealized gains
on available-for-sale securities were $96,000 (net of income tax expense of
$69,000) in the second quarter of 2000 compared to unrealized gains of $93,000
(net of income tax expense of $65,000) in the second quarter of 1999.
In June 1999, the California Franchise Tax Board withdrew assessments against
the Company related to its 1986 through 1989 tax returns. The income tax
provision for the second quarter of 1999 reflects a $1,286,000 reduction of tax
reserves as a result of this settlement.
8
<PAGE>
PART I. FINANCIAL INFORMATION, Continued
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
YEAR-TO-DATE ANALYSIS
During the first six months of 2000, income before income taxes increased 11.7%
to $10,636,000 compared to $9,523,000 during the first six months of 1999.
Operating income was $10,421,000 for the first half of 2000 compared to
$9,208,000 in the same period of the prior year.
Sales from the Company's 15 supermarkets (all of which are located in Southern
California) were $175,115,000 in the first six months of 2000. This represents
an increase of 12.4% over the first six months of 1999 when sales were
$155,814,000. The majority of the sales increase is attributable to the opening
of new stores in Sherman Oaks and Santa Barbara, California as described above.
Same store sales increased 2.1% in the first half of 2000 compared to the prior
year.
The Company's gross profit as a percent of sales was 41.5% in the first six
months of 2000 compared to 40.6% in the same period of 1999. Added controls over
product costs, product pricing decisions and increased buying and promotional
allowances contributed to the increase in margins. DSG&A expenses as a percent
of sales were 35.5% in the first six months of 2000 compared to 34.7% in the
same period of 1999. An increase in promotions expense and salaries contributed
to the rise in DSG&A expense in 2000. In addition, 2000 expense is slightly
higher due to the opening of two new Gelson's Markets in late 1999, as described
above.
Interest and dividend income was $1,036,000 in the first six months of 2000
compared to $725,000 for the same period in 1999 primarily due to higher
interest rates and higher average levels of interest bearing investments in
2000.
Interest expense was $411,000 in the first six months of 2000 compared to
$321,000 in the first six months of 1999 due to higher average levels of fixture
financing debt.
Other income (expense) includes net losses realized on the sale of marketable
securities of $395,000 and $74,000 in the first six months of 2000 and 1999,
respectively.
SFAS No. 115, "Accounting for Certain Investments in Debt and Equity
Securities," requires that unrealized holding gains and losses for
available-for-sale securities be included as a component of stockholders'
equity. Unrealized gains on available-for-sale securities were $185,000 (net of
income tax expense of $129,000) compared to unrealized losses of $204,000 (net
of income tax benefits of $135,000) in the first six months of 2000 and 1999,
respectively.
In June 1999, the California Franchise Tax Board withdrew assessments against
the Company related to its 1986 through 1989 tax returns. The income tax
provision for the first half of 1999 reflects a $1,286,000 reduction of tax
reserves as a result of this settlement.
9
<PAGE>
PART I. FINANCIAL INFORMATION, Continued
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
CAPITAL EXPENDITURES/LIQUIDITY
The Company plans to utilize cash-on-hand (including marketable securities) and
cash flow from operations to fund capital expenditures in 2000. The Company has
a $10,000,000 nonrevolving line of credit providing for term loans to finance
store fixtures and equipment under which no more borrowing capacity is
available. At the end of the second quarter of 2000, the outstanding borrowings
on the line totaled $5,642,000.
The Company has access to a revolving line of credit totaling $3,000,000.
There was no outstanding balance against the revolving line as of July 1,
2000. The Company is in the process of renegotiating its revolving line of
credit with one of its lenders.
The Company has entered into agreements to open new Gelson's Markets in
Irvine, Dana Point, Pasadena and Beverly Hills, California. The Irvine and
Dana Point stores are anticipated to open in the latter half of 2000, with
the remaining stores beginning operations in subsequent years. All new store
openings are subject to, among other things, necessary governmental approvals
and the developers fulfilling certain conditions. In addition, we are in the
process of a major remodel of our Westlake Village store.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk from changes in interest rates on debt.
The Company's exposure to interest rate risk relates to its $3,000,000
revolving line of credit. Borrowings under the agreement bear interest at the
bank's reference rate or the bank's adjusted LIBOR rate plus a margin. There
were no borrowings outstanding under the agreement as of July 1, 2000. A
hypothetical 1% interest rate change would have no impact on the Company's
financial position or results of operations.
A change in market prices also exposes the Company to market risk related to
its investments in marketable securities. At July 1, 2000, the Company held
$12,804,000 in marketable securities. A hypothetical 10% drop in the market
value of these investments would result in a $1,280,000 unrealized loss and a
corresponding decrease in the fair value of these instruments. This
hypothetical drop would not affect cash flow and would not have an impact on
earnings until the Company sold the investments.
10
<PAGE>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Annual Meeting of Stockholders was held on June 13, 2000.
(b) Proxies for the meeting were solicited pursuant to Regulation 14A under the
Securities Exchange Act of 1934. There was no solicitation in opposition to
management's nominee for a director as listed in the Proxy Statement. Ben
Winters was elected by Class B stockholders for a three-year term as
follows:
VOTES
Class B:
For 13,629,760
Against 0
Abstain 0
Continuing directors whose terms of office do not expire until 2001 or 2002
are:
Bernard Briskin
John G. Danhakl
Robert A. Davidow
Daniel Lembark
(c) The selection of PricewaterhouseCoopers LLP independent public
accountants, to audit the books, records and accounts of the Company
and its consolidated subsidiaries for the 2000 fiscal year was approved
by the following vote:
CLASS A STOCK CLASS B STOCK
For 1,975,068 13,629,760
Against 2,456 0
Abstain 4,278 0
There were 11,177 broker non-votes.
11
<PAGE>
PART II. OTHER INFORMATION, Continued
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit 10.1 - Form of Non-Employee Director Phantom Stock Unit Agreement
with each of John G. Danhakl, Robert A. Davidow, Daniel Lembark and Ben
Winters.
Exhibit 27 - Financial Data Schedules.
(b) Reports on Form 8-K:
None.
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.
ARDEN GROUP, INC.
------------------------
Registrant
Date AUGUST 14, 2000 DAVID M. OLIVER
------------------------
David M. Oliver
Chief Financial Officer
(Authorized Signatory)
12
<PAGE>
ARDEN GROUP, INC.
AND CONSOLIDATED SUBSIDIARY
INDEX TO EXHIBITS
EXHIBIT
10.1 Form of Non-Employee Director Phantom Stock Unit Agreement with each
of John G. Danhakl, Robert A. Davidow, Daniel Lembark and Ben Winters.
27. Financial Data Schedules.
13
