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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended April 2, 1994 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 2-20910
COTTER & COMPANY
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
DELAWARE 36-2099896
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2740 North Clybourn Avenue
Chicago, Illinois 60614
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(Address of Principal Executive Offices) (Zip Code)
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(312) 975-2700
(Registrant's Telephone Number, Including Area Code)
Not applicable
(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 /x/ No / /
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of shares outstanding of each of the issuer's classes of common
stock, as of April 30, 1994.
Class A Common Stock, $100 Par Value. 64,840 Shares.
Class B Common Stock, $100 Par Value. 1,080,442 Shares.
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PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
COTTER & COMPANY
CONDENSED CONSOLIDATED BALANCE SHEET
(000's Omitted)
<TABLE>
<CAPTION>
April 2, January 1,
1994 1994
-------- ----------
(UNAUDITED)
ASSETS
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<S> <C> <C>
Current assets:
Cash and cash equivalents $ 369 $ 1,314
Accounts and notes receivable 347,390 276,585
Inventories (Note 3) 362,531 336,066
Prepaid expenses 12,650 6,969
-------- --------
Total current assets 722,940 620,934
Properties owned, less accumulated depreciation 162,946 164,319
Properties under capital leases, less accumulated
amortization 6,222 6,769
Other assets 11,606 11,506
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TOTAL ASSETS $903,714 $803,528
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-------- --------
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See Notes to Condensed Consolidated Financial Statements.
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COTTER & COMPANY
CONDENSED CONSOLIDATED BALANCE SHEET
(000's Omitted)
<TABLE>
<CAPTION>
April 2, January 1,
1994 1994
---------- ----------
(UNAUDITED)
LIABILITIES AND CAPITALIZATION
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<S> <C> <C>
Current liabilities:
Accounts payable and accrued expenses $377,844 $294,142
Short-term borrowings 54,887 23,287
Current maturities of notes,
long-term debt and lease obligations 61,400 61,685
Patronage dividends payable in cash
(Estimated at April 2, 1994) (Note 2) 2,598 16,614
-------- --------
Total current liabilities 496,729 395,728
-------- --------
Long-term debt and obligations under
capital leases 68,495 69,201
-------- --------
Capitalization:
Estimated patronage dividends to be distributed
principally by the issuance of promissory
(subordinated) notes and redeemable Class B
nonvoting common stock (Note 2) 3,582 --
Promissory (subordinated) and instalment notes 215,772 217,996
Redeemable Class A common stock and partially
paid subscriptions (Authorized 100,000 shares;
issued and fully paid, 65,330 and 65,880 shares) 6,576 6,633
Redeemable Class B nonvoting common stock and
paid-in capital (Authorized 2,000,000 shares;
issued and fully paid, 1,083,860 and 1,019,640
shares; issuable as partial payment of patronage
dividends, 75,780 shares as of January 1, 1994) 109,588 110,773
Retained earnings 4,023 3,867
-------- --------
339,541 339,269
Foreign currency translation adjustment (1,051) (670)
-------- --------
Total capitalization 338,490 338,599
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TOTAL LIABILITIES AND CAPITALIZATION $903,714 $803,528
-------- --------
-------- --------
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See Notes to Condensed Consolidated Financial Statements.
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COTTER & COMPANY
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THIRTEEN WEEKS ENDED
(000's Omitted)
(UNAUDITED)
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<CAPTION>
April 2, April 3,
1994 1993
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<S> <C> <C>
Revenues $607,300 $575,540
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Cost and expenses:
Cost of revenues 554,564 524,195
Warehouse, general and
administrative 36,152 35,866
Interest paid to Members 5,759 6,131
Other interest expense 1,796 1,716
Gain on sale of properties owned - (4,425)
Other income, net 88 (378)
Income tax expense 105 1,877
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598,464 564,982
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Net margins $ 8,836 $ 10,558
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-------- --------
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See Notes to Condensed Consolidated Financial Statements.
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COTTER & COMPANY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THIRTEEN WEEKS ENDED
(000's Omitted)
(UNAUDITED)
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<CAPTION>
April 2, April 3,
1994 1993
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<S> <C> <C>
Cash flows from operating activities:
Net margins $ 8,836 $ 10,558
Adjustments to reconcile net margins to cash and
cash equivalents used for operating activities:
Statement of operations components not affecting
cash and cash equivalents 6,790 2,206
Net change in working capital components (25,161) (83,224)
--------- ---------
Net cash and cash equivalents used for
operating activities (9,535) (70,460)
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Cash flows from investing activities:
Additions to properties owned (3,328) (4,658)
Proceeds from sale of properties owned - 12,139
Changes in other assets (100) 68
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Net cash and cash equivalents provided by
(used for) investing activities (3,428) 7,549
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Cash flows from financing activities:
Proceeds from short-term borrowings 31,600 51,640
Payment of annual patronage dividend (16,614) (18,570)
Payment of notes, lease obligations, and
Class A common stock (2,968) (3,283)
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Net cash and cash equivalents provided by
financing activities 12,018 29,787
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Net decrease in cash and cash equivalents (945) (33,124)
Cash and cash equivalents at beginning of the year 1,314 37,603
-------- --------
Cash and cash equivalents at end of the period $ 369 $ 4,479
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See Notes to Condensed Consolidated Financial Statements.
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COTTER & COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - GENERAL
The condensed consolidated balance sheet, statement of operations, and
statement of cash flows at and for the period ended April 2, 1994 and the
condensed consolidated statement of operations and statement of cash flows for
the period ended April 3, 1993 are unaudited and, in the opinion of the
management of Cotter & Company (the Company), include all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of financial position, results of operations and changes in cash
flows for the respective interim periods. The accompanying unaudited condensed
consolidated financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
This financial information should be read in conjunction with the consolidated
financial statements for the year ended January 1, 1994 included in the
Company's Post-Effective Amendment No.3 to Form S-2 Registration Statement (No.
33-39477) and in the Company's 1993 Annual Report on Form 10-K.
NOTE 2 - ESTIMATED PATRONAGE DIVIDENDS
Patronage dividends are declared and paid by the Company after the close of
each fiscal year. It is estimated that, based on past experience, the 1994
annual patronage dividend will be distributed through a payment of 30% of the
total distribution in cash, with the balance being paid through the issuance of
the Company's Class B nonvoting common stock and seven-year promissory
(subordinated) notes. Such patronage dividends, consisting of substantially
all of the Company's patronage source income, have been paid since 1949. The
estimated patronage dividend for the thirteen weeks ended April 2, 1994 is
$8,680,000 compared to $7,946,000 for the corresponding period in 1993.
NOTE 3 - INVENTORIES
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<CAPTION>
Inventories consisted of: April 2, January 1,
1994 1994
---------- ----------
(UNAUDITED)
(000's Omitted)
<S> <C> <C>
Manufacturing inventories:
Raw materials $ 15,098 $ 14,795
Work-in-process and finished goods 55,243 54,992
-------- --------
70,341 69,787
Merchandise inventories 292,190 266,279
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$362,531 $336,066
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</TABLE>
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
THIRTEEN WEEKS ENDED APRIL 2, 1994 COMPARED TO THIRTEEN WEEKS ENDED APRIL 3,
1993
RESULTS OF OPERATIONS:
Revenue for the current quarter increased by $31,760,000 or 5.5% compared
to the same period last year. The improvement resulted from increased
merchandise shipments to existing True Value and V&S Members from the Company's
regional distribution network and manufacturing facilities.
Gross margins increased by $1,391,000 or 2.7%. Gross margin as a
percentage of revenues declined to 8.7% from 8.9% for the same period last
year, due to a change in the Company's sales mix and lower pricing to its
Members.
Warehouse, general and administrative expenses, as a percentage of
revenues, decreased to 6.0% from 6.2% for the same period last year due to the
Company's continuing efforts to reduce expenses.
Interest paid to members decreased by $372,000 or 6.1% primarily due to a
lower average interest rate.
Other interest expense increased 4.7% due to an increase in short-term
borrowings and an increase in the average rate of interest compared to the
corresponding period last year.
Net margins were $8,836,000 compared to $10,558,000 for the same period
last year. The 1993 net margin included a one time gain on the sale of
properties owned of $4,425,000.
THIRTEEN WEEKS ENDED APRIL 2, 1994 COMPARED WITH THE YEAR ENDED JANUARY 1, 1994
LIQUIDITY AND CAPITAL RESOURCES:
The Company has a seasonal need for cash. During the first quarter of the
year, as seasonal inventories are purchased for resale or manufacture and
shipment, cash and cash equivalents are used for operating activities. In
subsequent quarterly periods, the Company anticipates that cash and cash
equivalents will be provided by operating activities and financing activities,
if necessary.
During the first quarter of 1994, inventories increased by $26.5 million,
to support anticipated future orders of seasonal merchandise. Accounts and
notes receivable increased by $70.8 million attributable to increased revenues
and the result of seasonal payment terms for merchandise extended to the
Company's Members. Short-term borrowings increased by $31.6 million and
accounts payable and accrued expenses increased by $83.7 million in support of
the increased inventories and favorable seasonal terms obtained from vendors
which were passed on to the Company's Members.
At April 2, 1994, net working capital increased to $226.2 million from
$225.2 million at January 1, 1994. The current ratio is 1.46 compared to 1.57
at January 1, 1994.
Short-term lines of credit utilized by the Company for normal operating
activities are available under informal agreements with lending banks,
cancelable by either party. At April 2, 1994, $111.0 million was available
under these agreements, of which $54.9 million was outstanding.
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The Company's capital is primarily derived from redeemable Class A Common
Stock and retained earnings, together with promissory (subordinated) notes and
redeemable nonvoting Class B Common Stock issued in connection with the
Company's annual patronage dividend. Funds derived from these capital
resources are usually sufficient to satisfy long-term capital needs.
Total capital expenditures, including those made under capital leases, were
$3.3 million for the thirteen weeks ended April 2, 1994 compared to $4.7
million during the comparable period in 1993. These capital expenditures were
related to additional equipment and technological improvements at the regional
distribution centers and the National Headquarters. Funding of any additional
1994 capital expenditures is anticipated to come from operations and external
sources, if necessary.
The effects of all recent tax legislation have been reflected in the
condensed consolidated financial statements included elsewhere herein.
Additionally, the Company has reviewed the impact of all new accounting
standards issued as of April 2, 1994 that will be adopted at a future date, and
has determined that these will not have a material impact on the Company's
operating results and financial position.
PART II - OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The annual meeting of stockholders was held on April 5, 1994.
(b) The annual meeting involved the election of one new Director and
the reelection of four current Directors whose terms expired on
April 5, 1994.
Robert J. Ladner was elected as a Director for a three-year term to
replace Arthur W. Ketelsen who had completed his term of office as
prescribed by the Company's By-Laws. Mr. Ladner owns and operates
Ladner True Value Hardware Stores in Minnesota.
The following Directors were reelected for a term of three years:
William M. Claypool, III Lewis W. Moore
Jerrald T. Kabelin Robert G. Waters
In addition to the foregoing, the following persons were, on April
5, 1994, Directors of the Company whose terms of office continued
after the annual meeting:
Kenneth O. Cayce, Jr. William M. Halterman
Michael P. Cole Jeremiah J. O'Connor
Samuel D. Costa, Jr. Richard L. Schaefer
Daniel A. Cotter John M. West, Jr.
Leonard C. Farr Donald E. Yeager
(c) The annual meeting involved the appointment of Ernst & Young,
independent public accountants, as auditor of the Company for
fiscal year 1994. The number of affirmative votes cast were 3,557
and the number of negative votes cast were 283.
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Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 4. Instruments defining the rights of security holders,
including indentures; incorporated herein by reference those items
included as Exhibits 4A through 4G, inclusive, in the Company's
Post-Effective Amendment No.3 to form S-2 Registration Statement
(No. 33-39477) filed with the Securities and Exchange Commission on
March 18, 1994.
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the period for which
this report is filed.
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SIGNATURE
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.
COTTER & COMPANY
Date: May 16, 1994 By /S/ KERRY J. KIRBY
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Kerry J. Kirby
Vice President, Secretary,Treasurer
and Chief Financial Officer
(Mr. Kirby is the principal accounting officer and has been duly
authorized to sign on behalf of the Registrant.)
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