SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event filed): September 20, 1999
UNITED GROCERS, INC.
(Exact name of registrant as specified in its charter)
Oregon
(State or other jurisdiction of incorporation)
2-60487 93-0301970
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(Commission File Number) (IRS Employer
Identification No.)
6433 S.E. Lake Road, Milwaukie, Oregon 97222
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (503) 833-1000
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Item 5. Other Events.
FOR THE REASONS STATED BELOW, THIS FORM 8-K IS INTENDED TO QUALIFY AND
CORRECT UNITED GROCER'S INC.'S FORMS 10-K AND FORMS 10-Q FOR THE PERIODS 1991 TO
1996 AND ITS FORMS 10-Q FOR THE INTERIM PERIODS OF 1996 AND 1997.
As discussed in United Grocers, Inc.'s (the "Company") prior filings,
in the course of preparing the Company's financial statements for the fiscal
year ending October 3, 1997, management determined that previously issued
financial statements should be revised. The Company filed a Form 8-K on December
23, 1997 with respect to this event. Because of the difficulties encountered,
the 1997 audit was not completed until March 1998, and it was determined that a
re-audit of 1996 would involve unreasonable effort or expense. The 1997 audit
and related accounting consultations cost approximately $600,000 and management
resources were not available to restate prior period financial statements.
In its Form 8-K (filed December 23, 1997) and Rule 12b-25 notifications
(filed February 17, 1998, May 19, 1998, August 18, 1998 and January 1, 1999),
the Company highlighted the restatement issues and provided updated information
on the status of the investigation and United's financial condition. Through
these reports (and a press release attached to the May 19, 1998 Rule 12b-25
notification), the Company advised its shareholders, noteholders and the public
of its financial condition and its inability to provide the required financial
information.
Recently, the Company engaged its auditors to re-audit the fiscal year
ended September 27, 1996 in connection with the proposed merger of the Company
and Certified Grocers of California, Ltd. The cost was approximately $100,000
due to the difficulty of obtaining supporting information. The 1996 audit was
completed on April 30, 1999.
At great effort, the Company has re-audited financial statements for
fiscal year 1996 and has audited financial statements for fiscal years 1997 and
1998, and such information is reflected in its Forms 10-K for fiscal years 1997
and 1998, as amended. The following Company reports contain financial statements
and information reflecting the restatement and with available information:
o Form 10-K/A for the period ended October 2, 1998
o Forms 10-Q for the periods ended January 2, 1998, April 3, 1998
and July 2, 1998
o Form 10-K for the period ended October 3, 1997
o Form 8-K for the event of May 15, 1998
o Form 8-K for the event of July 8, 1998
Based on input from United's independent accountants, management
believes that the restatement affected United's financial statements starting
with fiscal year 1991. The following summarized financial data for the fiscal
years 1991, 1992, 1993, 1994 and 1995 have been derived from previously audited
consolidated financial statements of the Company, as adjusted for the effect of
the restatement. The information for fiscal years 1991-1995 was not re-audited.
A re-audit of those periods would involve unreasonable effort or expense.
Management believes that certain critical records are not available. The
Company believes that the accompanying
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information will satisfy the requirement to amend certain prior reports, under
these circumstances, in reliance upon Exchange Act Rule 12b-21 as they represent
the best and most current financial information that the Company has at this
time relating to fiscal periods 1991 to 1995.
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United Grocers, Inc.
Summarized Unaudited Adjusted Financial Data for the Fiscal Years 1995 to 1991
(in thousands) Page 1 of 3
<TABLE>
Fiscal Year
1995 1994
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As previously Adjustments As restated As previously Adjustments As restated
filed filed
------------- ----------- ----------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Statement of Operations Data
Net sales $ 1,018,248 $ (22,795) A $ 995,453 $ 954,220 $ (18,788) A $ 935,432
Operating income (loss) 18,783 1,557 A, B, C 20,340 16,915 (671) A, C 16,244
Patronage dividends 8,350 - 8,350 8,730 8,730
Net earnings (loss) 1,379 2,306 C, B, D 3,685 1,563 481 C, D 2,044
Balance Sheet Data
Working capital 52,511 753 B, D 53,264 45,258 420 D 45,678
Total assets 322,456 753 B, D 323,209 306,836 420 D 307,256
Long-term notes payable 115,624 - 115,624 114,669 114,669
Members' equity 42,357 (10,005) B, C, D 32,352 40,425 (12,311) C, D 28,114
A On July 8, 1998 United sold the insurance operations to an
unrelated party. Accordingly, the results of operations of
the insurance segment have been presented as "discontinued
operations" in the consolidated statements of operations,
and net sales and operating income (loss) have been
adjusted accordingly.
B Management determined that inventory at the Cash & Carry
division had been overstated, and adjusted year to date
cost of sales accordingly.
C Management determined that certain lease/sublease
contracts which had been entered into in prior years
required an accrual to recognize the losses on those
arrangements, and accordingly recorded an adjustment at
the time in which the contract was entered.
D An adjustment was recorded to recognize the tax receivable
generated from the carryback of net operating losses
generated by the adjustments referred to above, and to
recognize the amendments of prior year returns as a result
of those adjustments.
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United Grocers, Inc.
Summarized Unaudited Adjusted Financial Data for the Fiscal Years 1995 to 1991
(in thousands) Page 2 of 3
Fiscal Year
1993 1992
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As previously Adjustments As restated As previously Adjustments As restated
filed filed
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Statement of Operations Data
Net sales $ 876,985 $ (20,525) A $ 856,460 $ 896,587 $ (19,385) A $ 877,202
Operating income (loss) 11,291 (13,775) A, C (2,484) 13,314 (373) A, C 12,941
Patronage dividends 9,000 9,000 10,211 10,211
Net earnings (loss) 1,714 (11,272) C, D (9,558) 2,723 (250) C 2,473
Balance Sheet Data
Working capital 41,819 41,819 53,326 53,326
Total assets 285,342 285,342 261,289 261,289
Long-term notes payable 105,539 105,539 104,645 104,645
Members' equity 39,112 (12,792) C, D 26,320 39,141 (1,520) C 37,621
</TABLE>
A On July 8, 1998 United sold the insurance operations to an
unrelated party. Accordingly, the results of operations of
the insurance segment have been presented as "discontinued
operations" in the consolidated statements of operations,
and net sales and operating income (loss) have been
adjusted accordingly.
B Management determined that inventory at the Cash & Carry
division had been overstated, and adjusted year to date
cost of sales accordingly.
C Management determined that certain lease/sublease
contracts which had been entered into in prior years
required an accrual to recognize the losses on those
arrangements, and accordingly recorded an adjustment at
the time in which the contract was entered.
D An adjustment was recorded to recognize the tax receivable
generated from the carryback of net operating losses
generated by the adjustments referred to above, and to
recognize the amendments of prior year returns as a result
of those adjustments.
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United Grocers, Inc.
Summarized Unaudited Adjusted Financial Data for the Fiscal Years 1995 to 1991
(in thousands) Page 3 of 3
Fiscal Year
1991
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As previously Adjustments As restated
filed
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Statement of Operations Data
Net sales $ 882,878 $ (17,941) A $ 864,937
Operating income (loss) 13,126 (1,724) A, C 11,402
Patronage dividends 10,427 10,427
Net earnings (loss) 1,712 (1,270) C 442
Balance Sheet Data
Working capital 61,032 61,032
Total assets 249,205 249,205
Long-term notes payable 98,685 98,685
Members' equity 36,431 (1,270) C 35,161
A On July 8, 1998 United sold the insurance operations to an
unrelated party. Accordingly, the results of operations of
the insurance segment have been presented as "discontinued
operations" in the consolidated statements of operations,
and net sales and operating income (loss) have been
adjusted accordingly.
B Management determined that inventory at the Cash & Carry
division had been overstated, and adjusted year to date
cost of sales accordingly.
C Management determined that certain lease/sublease
contracts which had been entered into in prior years
required an accrual to recognize the losses on those
arrangements, and accordingly recorded an adjustment at
the time in which the contract was entered.
D An adjustment was recorded to recognize the tax receivable
generated from the carryback of net operating losses
generated by the adjustments referred to above, and to
recognize the amendments of prior year returns as a result
of those adjustments.
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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 hereunto duly authorized.
UNITED GROCERS, INC.
(Registrant)
Date: September 16, 1999 /s/ Mark Tweedie
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Mark Tweedie
Chief Financial Officer and Vice President
