<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended February 1, 1997 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 No. 0-17871
EAGLE FOOD CENTERS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 36-3548019
- ------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
ROUTE 67 & KNOXVILLE ROAD, MILAN, ILLINOIS 61264
(Address of principal executive offices)
Registrant's telephone number including area code (309) 787-7700
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
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
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. ____
The aggregate market value of the voting stock held by non-affiliates of the
Registrant was $18,624,591 as of April 4, 1997.
The number of shares of the Registrant's Common Stock, par value one cent
$(0.01) per share, outstanding on April 4, 1997 was 10,883,881.
Documents incorporated by reference include:
1) Portions of the definitive Proxy Statement expected to be filed
with the Commission on or before May 13, 1997 with respect to the
annual meeting of shareholders are incorporated by reference into
Part III.
1 of 48 Pages
Exhibit Index appears on page 44
<PAGE> 2
FISCAL YEAR ENDED FEBRUARY 1, 1997
FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I
Item 1 Business......................................................... 3
Item 2 Properties....................................................... 9
Item 3 Legal Proceedings................................................ 10
Item 4 Submission of Matters to a Vote of Security Holders.............. 10
Item 4a Executive Officers of the Registrant............................. 11
PART II
Item 5 Market for the Registrant's Common Equity and Related Shareholder
Matters........................................................ 13
Item 6 Selected Financial Data.......................................... 14
Item 7 Management's Discussion and Analysis of Financial Condition and
Results of Operations.......................................... 15
Item 8 Financial Statements and Supplementary Data...................... 22
Item 9 Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure........................................... 40
PART III
Item 10 Directors and Executive Officers of the Registrant............... 41
Item 11 Executive Compensation........................................... 41
Item 12 Security Ownership of Certain Beneficial Owners and Management... 41
Item 13 Certain Relationships and Related Transactions................... 41
PART IV
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K.. 42
<PAGE> 3
PART I
ITEM 1: BUSINESS
GENERAL
Eagle Food Centers, Inc. (the "Company" or "Eagle"), is a Delaware
Corporation. Eagle is a leading regional supermarket chain operating 92
supermarkets in the Quad Cities area of Illinois and Iowa, north, central and
eastern Illinois, eastern Iowa, and the Chicago/Fox Valley and northwestern
Indiana area under the trade names "Eagle Food Centers", "Eagle Country
Markets(R)", and "BOGO's." Most Eagle supermarkets offer a full line of
groceries, meats, fresh produce, dairy products, delicatessen and bakery
products, health and beauty aids and other general merchandise, as well as
video rental and floral service.
The Company's fiscal year ends on the Saturday closest to January 31st.
Fiscal 1996 was a 52-week year, fiscal 1995 was a 53-week year, and fiscal 1994
was a 52-week year ended February 1, 1997, February 3, 1996, and January 28,
1995, respectively.
In fiscal 1994 the Company formed a captive insurance company, Talon
Insurance Company ("Talon") in the State of Vermont to provide insurance for
its workers compensation and general liability claims. Talon is a wholly-owned
subsidiary of Eagle Food Centers, Inc. Prior to the formation of Talon, Eagle
used paid loss and retro programs through external insurance companies.
STORE DEVELOPMENT AND EXPANSION
Eagle currently operates stores in the three general formats discussed
below.
EAGLE COUNTRY MARKETS represent the Company's current full line
supermarket format which was introduced by management in 1991. Of the 74
current Eagle Country Markets, 17 have been opened as new stores and 57 have
been remodeled with the Eagle Country Market decor. In the new stores, extra
space has been devoted to expanded perishable departments, tying together
produce, full-service delicatessen, service bakery, service seafood and meat
departments, and, in certain stores, floral, video rental departments and
in-store banks. All newly-built Eagle Country Markets are designed to
encourage shoppers to walk through the higher margin "Power Aisle," which
includes extensive perishable offerings. Eagle Country Markets tend to be
larger stores ranging from 38,000 square feet to 67,500 square feet for new
stores. The pricing strategy in the Eagle Country Markets is to offer overall
lower prices than comparable supermarket competition. The Company now
considers seven stores previously operated as Eagle Country Warehouse's to be
Eagle Country Markets since the pricing and merchandising objectives are the
same.
EAGLE FOOD CENTERS use a traditional supermarket format ranging in size
from 16,500 square feet to 42,000 square feet. The Company currently has
seventeen stores operating under this format. These stores offer a full range
of groceries, meats, fresh produce, dairy products, delicatessen and bakery
products, health and beauty aids and other general merchandise and many stores
offer video rental and floral departments as well. Eagle Food Centers offer
overall low prices while providing high quality products and a service-oriented
shopping experience.
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BOGO'S FOOD AND DEALS uses a limited assortment format covering
approximately 2,000 stock-keeping units of groceries, produce, meat, health and
beauty aids, and general merchandise. The purpose of this store is to take
advantage of consumer demand for deep discount stores in less densely populated
markets. The Company currently operates one BOGO's store opened in a previous
Eagle Food Center location. BOGO's operates on three pricing themes: BOGO (buy
one-get one free), advertised item, and BOGO everyday low price.
Management intends to concentrate its future store development strategy
around the Eagle Country Market supermarket format. As part of its store
development program, management continuously reviews the performance of all its
stores and expects to implement a variety of strategies, including converting
or modifying certain store formats as well as selling, subleasing or closing
underperforming stores.
The Company is pursuing a more aggressive store development program to
identify markets for new stores and obtain the best potential new store
locations available in any target market for openings over the next two to five
years. Management intends to focus the Company's new store development within
existing markets or new markets within 300 miles of its central distribution
facility in Milan, Illinois where the utilization of existing distribution,
marketing and support systems is advantageous to its cost structure. Within
these markets, the Company expects to select sites for its stores based upon
factors such as existing competition, demographic composition and available
locations and is pursuing acquisition opportunities within the 300 mile radius
of its headquarters and distribution center.
The Company prefers to lease stores from local developers and pursues this
strategy wherever appropriate and cost-effective. The Company completed two
sale/leaseback transactions in fiscal 1995 and one in 1996 for a total of six
existing locations in order to reduce the amount of capital committed to real
estate.
STORE OPERATIONS
The Company's geographic market is divided into three areas, each having
an Area Vice President of Operations who is responsible for approximately
thirty stores. Areas and stores operate with a certain degree of autonomy to
take advantage of local market and consumer needs. Areas and stores are
responsible for store operations, associate recruitment and development,
community affairs and other functions relating to local operations.
Store managers are given relatively broad discretion in tailoring
merchandise and services to the needs of customers in the particular community.
Associate involvement and participation has been encouraged through meetings
with the President, district advisory boards and store management team
incentive bonus programs for sales and earnings improvement.
COMPUTER AND INFORMATION SYSTEMS
In February 1996, the Company outsourced its MIS function and signed a
long-term contract with SHL Systemhouse, Inc. to assume complete responsibility
for Eagle's MIS organization.
Management uses technology as a means of enhancing productivity,
controlling costs, providing an easier shopping experience for customers and
learning more about shoppers' buying
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habits. The Company owns a royalty-free license from its former parent, Lucky
Stores, Inc. to use or modify all legacy computer software programs used for
information processing.
The Company is in the process of implementing state-of-the-art information
systems across its entire operation. These systems will enable the Company to
manage with better information, reduced costs, and improved productivity.
Leading edge systems to be implemented in 1997 include:
- Merchandising Systems including purchasing/forecasting,
pricing, warehousing, billing and accounts payable modules.
- Store Systems including cash management, Direct Store
Delivery receiving, time and attendance and labor
scheduling applications.
- Communications Systems including a wide area network for
data retrieval, payment systems and store-to-store and
store-to-office communications.
- Human Resource Systems including on-line and automated
human resource and payroll history and activity maintenance.
The new systems embrace client server technology and will include
replacing the existing AS-400 computers in each store with servers and personal
computers.
The Company utilizes IBM 4680 generation equipment for its point-of-sale
systems. The systems provide the ability to offer electronic couponing and a
platform for the Eagle Savers' Card, a customer-specific identification card
designed to facilitate targeted marketing and frequent shopper programs, which
was introduced in 1994. The Company installed an AT&T Unix processor together
with data base marketing software to store and analyze customer-specific
shopping data for target marketing. This system greatly leverages the value of
the Eagle Savers' Card data. Currently over 80% of sales volume and 60% of
customer transactions are identified by household and captured by this system
and the customer identification rate is over 60%.
MERCHANDISING STRATEGY
Eagle's strategy is to strengthen its perception as a price leader
compared to other supermarket competitors and to strengthen its image as a high
quality, service-oriented supermarket chain and provider of high quality
perishables. The Company strives to offer its customers one-stop shopping
convenience and price value for all of their food and general merchandise
shopping needs.
CUSTOMER SERVICE
Eagle delivers a wide variety of customer services. Most stores
provide customer services such as video rental, check cashing, film
processing, lottery ticket and money order sales, and UPS shipping. All
stores provide quick, friendly checkout service. Management intends as
part of its current strategy to further enhance customer service through
additional training of store associates.
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CORPORATE BRANDS (PRIVATE LABEL)
Corporate Brand sales are an important element in Eagle's
merchandising plan. The Company became a member of the Topco Associates,
Inc. buying organization in 1994 and has engaged Daymon Associates, Inc.
as its "corporate brand" broker. Eagle has a strong penetration in many
categories with its Lady Lee brand. In 1995 the Company entered into an
agreement with Topco to carry World Classics premium corporate brand
products and in 1996 introduced the Valu Time label for the low price
corporate brand niche.
SELECTION
A typical Eagle store carries over 23,000 items, including food and
general merchandise. The Company carries nationally advertised brands
and an extensive selection of top quality corporate brand products. All
stores carry a full line of dairy, frozen food, health and beauty aids
and selected general merchandise. In addition, most stores have service
delicatessens and bakeries and some stores provide additional specialty
departments such as ethnic food items, floral service, seafood service,
salad bars, beer, wine, liquor, and in-store banking facilities.
PROMOTION
The Company's promotion and merchandising strategy focuses on its
image as a high-quality, service-oriented supermarket chain while
reinforcing its reputation for price leadership and high quality
perishables. Eagle has utilized the Eagle Savers' Card for several
continuity promotions and for electronic coupon discounts. Through its
store personnel, the Company takes an active interest in the communities
in which it operates. The Company also contributes funds, products and
services to local charities and civic groups.
CONSUMER RESEARCH
The Company utilizes consumer research to track customer attitudes
and the market shares of the Company and its competitors. The Company
also has a continuous program of soliciting customer opinions in all of
its market areas through the use of in-store customer comment cards.
This data enables management to respond to changing consumer needs,
direct advertising to specific customer perceptions and evaluate store
services and product offerings.
ADVERTISING STRATEGY
The Company utilizes a broad range of print and broadcast advertising in
the markets it serves. In addition, the Company seeks co-op advertising
reimbursements from vendors. The additional co-op advertising has allowed the
Company to broaden its exposure in various media.
The Company eliminated its in-house advertising department in 1993. These
services are now being purchased from third party providers. This allowed the
Company to take advantage of technological advances in layout, desktop
publishing and production more quickly than if the Company had attempted to
develop such technology internally.
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PURCHASING AND DISTRIBUTION
The Company's stores are located an average of approximately 120 miles
from the Company's central distribution facility in Milan, Illinois. This
complex includes the Company's executive offices, warehouse, areas used for
receiving, shipping and trailer storage and a truck repair facility.
The Company supplies approximately 70% of its stores' inventory
requirements from its 935,332 square foot central distribution facility (which
includes approximately 189,072 square feet of refrigerated and freezer space).
The remaining 30% of the stores' inventory requirements are delivered direct to
the store. The Company's purchasing and distribution functions are managed
through its central merchandising system.
The Company's purchasing and distribution operations permit rapid turnover
at its central distribution facility, allowing its stores to offer consistently
fresh, high-quality dairy products, meats, produce, bakery items and frozen
foods. Also, centralized purchasing and distribution reduces the Company's
cost of merchandise and related transportation costs by allowing the Company to
take advantage of volume buying opportunities and manufacturers' promotional
discounts and allowances and by minimizing vendor distribution costs. The
Company engages in forward buying programs to take advantage of temporary price
discounts. Due to its proximity to Chicago and other major markets, the
Company is able to reduce transportation costs included in cost of goods sold
by "backhauling" merchandise to its Milan central distribution facility.
COMPETITION
The food retailing business is highly competitive. The Company is in
direct competition with national, regional and local chains as well as
independent supermarkets, warehouse stores, membership warehouse clubs,
supercenters, limited assortment stores, discount drug stores and convenience
stores. The Company also competes with local food stores, specialty food
stores (including bakeries, fish markets and butcher shops), restaurants and
fast food chains. The principal competitive factors include store location,
price, service, convenience, product quality and variety. The number and type
of competitors vary by location, and the Company's competitive position varies
according to the individual markets in which the Company does business. The
Company's principal competitors operate under the trade names of Jewel, Hy-Vee,
Dominicks, Kroger, Cub and Wal Mart (Supercenters and Sam's Clubs). Management
believes that the Company's principal competitive advantages are its value
perception, the attractive Eagle Country Market store format, concentration in
certain markets and expansion of service and product offerings. The Company is
at a competitive disadvantage to some of its competitors due to having
unionized associates.
A new format appeared in the Company's trade area in 1994 as five Super
KMart supercenters opened. One Wal-Mart Supercenter opened in fiscal 1995
followed by six in 1996 and six more expected in 1997. Additional supercenter
openings by KMart, Wal-Mart, Target and Meijer are likely in the next several
years. Not only does this format add new grocery square footage to the market
but it offers traditional grocery products at low prices to attract customers
to the location with the intent to draw them to the general merchandise side of
the
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store. These new competitors operate at a significant cost advantage to
supermarkets by using mostly part-time, non-union employees.
TRADEMARKS, TRADE NAMES AND LICENSES
The Company uses various trademarks and service marks in its business, the
most important of which are the "Eagle Country Market(TM)", "5-Star Meats(R)",
"Lady Lee(R)", "Eagle Savers' Card(TM)", and "Harvest Day(R)" trademarks and the
"Eagle(R)" and "Eagle Country Market(R)" service marks. Each such trademark is
federally registered or has an application for registration pending. Pursuant
to a trademark license agreement (the "Trademark License Agreement") entered
into with the Company's former parent, Lucky Stores, Inc., the Company has been
granted the royalty-free use of the "5-Star Meats(R)", "Lady Lee(R)" and
"Harvest Day(R)" trademarks until November 30, 2007. The Trademark License
Agreement permits the Company to use the licensed trademarks only in the states
of Illinois, Indiana, Iowa, Michigan, Ohio, Wisconsin, Kentucky and Minnesota.
Lucky Stores, Inc. has agreed not to grant to any other person the right to use
such trademarks in the states of Illinois, Indiana and Iowa during the period
of the license to the Company.
ASSOCIATES AND LABOR RELATIONS
At the end of fiscal 1996, the Company had 7,217 associates, 435 of whom
were management and administrative associates and 6,782 of whom were hourly
associates. Of the Company's hourly associates, substantially all are
represented by 19 separate locals which are associated with four international
unions. Store associates are represented by several locals of the United Food
and Commercial Workers; warehouse associates, warehouse and bakery drivers and
office and clerical workers are represented by Teamsters Local 371; bakery
plant workers are represented by Bakery and Confectionery Workers Union Local
36; and bakery plant operating engineers are represented by Operating Engineers
Local 150.
The Company values its associates and believes that its relationship with
them is good. Several associate relations programs have been introduced,
including measures that allow associates to participate in store level
decisions, safety incentive programs and store management team incentive bonus
programs. The Company offered a 401(k) savings plan in 1996 open to all union
associates. In addition, the Company has an associate stock purchase program
and a scholarship program for associates' children.
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ITEM 2: PROPERTIES
STORES
The Company currently operates 92 stores, ranging in size from 16,500 to
67,500 square feet, with an average size of 37,281 square feet. Fifteen of the
Company's stores are owned in fee by the Company. The Company is the lessee or
sublessee for the remaining 77 stores. The Company sold and leased back five
of its stores in fiscal 1995 and one in fiscal 1996.
Selected statistics on Eagle retail food stores are presented below:
<TABLE>
FISCAL YEAR ENDED
-------------------------------------
FEBRUARY 1, FEBRUARY 3, JANUARY 28,
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
Average total sq. ft. per store.............. 37,281 36,772 36,770
Average total sq. ft. selling space per store 27,460 27,102 27,117
Stores beginning of year..................... 92 96 102
Opened during year........................... 2 0 4
Major remodels(1)............................ 1 3 2
Closed during year........................... 2 4 10
Stores end of year........................... 92 92 96
Size of stores at end of year:
Less than 25,000 sq. ft...................... 5 5 5
25,000 - 29,999 sq. ft....................... 28 29 31
30,000 - 34,999 sq. ft....................... 5 5 5
35,000 - 44,999 sq. ft....................... 38 40 42
45,000 sq. ft. or greater.................... 16 13 13
Type of stores:
Eagle Country Markets........................ 74 67 67
Eagle Country Warehouses..................... 0 7 7
Eagle Food Centers........................... 17 17 21
BOGO's Food and Deals........................ 1 1 1
</TABLE>
(1) A remodeling project which costs $100,000 or more.
Eagle stores contain various specialty departments such as full service
delicatessen (89 stores), bakery (87 stores), floral (63 stores), video rentals
(54 stores), pharmacy (16 stores), seafood (30 stores), alcoholic beverages (80
stores), Eagle Country Cafe (12 stores), and in-store banks (17 stores).
Most of the leases and subleases for the stores contain renewal options
for periods ranging from five to thirty years. The Company is required to pay
fixed rent and a percentage (ranging from 0.75% to 1.5%) of its gross sales in
excess of stated minimum gross sales
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amounts under 77 of the leases and subleases. The Company also has subleases
on approximately 13 former store locations and has 11 vacant former store
properties with continuing rent obligations of which the Company is attempting
to dispose. For additional information on leased premises, see Note H in the
notes to the consolidated financial statements included elsewhere in this
document.
CENTRAL DISTRIBUTION AND BAKERY FACILITIES
The Company leases its central distribution facility under a lease
expiring in 2007. The Company's central distribution facility contains a total
of 935,332 square feet of space.
The Company's central bakery is a 49,000 square foot facility located in
Rock Island, Illinois, three miles from the central distribution facility.
The Company's lease for the bakery facility expires in 2001 and has two
five-year renewal options.
During 1996 the Company terminated the lease on its Westville, Indiana
warehouse. The Company incurred a net cash outflow of $9.1 million for the
transaction. The transaction had no impact on earnings, as the cost was
previously reserved, and was financed through the Company's revolving credit
facility.
For the most part, store fixtures and equipment, leasehold improvements
and transportation and office equipment are owned by the Company. The total
cost of the Company's ownership of property and equipment is shown in Note E of
the notes to the Company's consolidated financial statements.
ITEM 3: LEGAL PROCEEDINGS
A complaint alleging discrimination in employment was filed against the
Company in 1994 in the United States District Court for the Central District of
Illinois by two current and one former associates individually and as
representative of a class of all individuals who are similarly situated. The
Plaintiffs moved for class certification and their motion was granted. Recently
the court granted the Company's motion to narrow the scope of the class. The
Company denies all substantive allegations of the Plaintiffs and of the class.
The Company is subject to various other unresolved legal actions which arise in
the normal course of its business. It is not possible to predict with
certainty the outcome of these unresolved legal actions or the range of the
possible loss.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of fiscal 1996.
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ITEM 4a: EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information with respect to the
persons who are executive officers of the Company.
<TABLE>
NAME AGE POSITION(S) HELD
- --------------- --- -----------------------------------------------
<S> <C> <C>
Robert J. Kelly 52 Chief Executive Officer, President and Director
Herbert T. Dotterer 52 Senior Vice President-Finance and Administration,
Chief Financial Officer, Secretary and Director
David S. Norton 50 Senior Vice President-Retailing
</TABLE>
The business experience of each of the executive officers during the past
five years is as follows:
Mr. Kelly joined the Company as President and Chief Executive Officer in
May 1995. Prior to May 1995, Mr. Kelly was Executive Vice President, Retailing
for The Vons Companies, Inc. and was employed by that company since 1963. Mr.
Kelly has 34 years of experience in the supermarket industry.
Mr. Dotterer, who was named Secretary and a Director of the Company in
February 1992, served as Controller from August 1988 until June 1991 when he
became Vice President-Finance, Chief Financial Officer. He became Senior Vice
President-Finance and Administration in January 1994. Prior to August 1988,
Mr. Dotterer held various positions with The Kroger Co. and Jewel Companies,
Inc. Mr. Dotterer has 35 years of experience in the supermarket industry.
Mr. Norton joined the Company as Senior Vice President-Retailing in July
1995. Prior to July 1995, Mr. Norton was Vice President-Merchandising for
Office 1 beginning in June 1994. From May 1993 to June 1994 Mr. Norton was
Vice President of Merchandising for Reliable Corporation. For the period
between September 1991 and May 1992, Mr. Norton was Senior Vice President for
Food 4 Less Corporation. Mr. Norton had been with the Alpha Beta Company, a
grocery retailer, from 1963 until September 1991. The last position held by
Mr. Norton with the Alpha Beta Company was Vice President-Sales and
Merchandising. Mr. Norton has 31 years of experience in the supermarket
industry.
The Company's directors are elected annually to serve until the next
annual meeting of shareholders and until their successors have been elected and
qualified. None of the directors or executive officers listed herein is
related to any other director or executive officer of the Company.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission initial reports of ownership and reports
of changes in ownership of Common Stock and other equity securities
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of the Company. Officers, directors and greater than ten-percent shareholders
are required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the two fiscal years ended February 1, 1997 all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten-percent beneficial owners were complied with, except that one
report of ownership by Mr. Herbert Dotterer disclosing one transaction during
fiscal year ended February 3, 1996 was inadvertently filed late.
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PART II
ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
The Company's common stock trades on the NASDAQ National Market System
under the symbol "EGLE". The stock began trading on July 27, 1989. The
following table sets forth, by fiscal quarter, the high and low sale prices
reported by the NASDAQ National Market System for the periods indicated. As of
March 31, 1997, there were approximately 3,400 beneficial holders of shares.
<TABLE>
YEAR ENDED
FEBRUARY 1, 1997
------------------------
HIGH LOW
-------- ------
<S> <C> <C>
First Quarter $ 4 3/4 $ 1 3/4
Second Quarter 6 1/4 3 1/4
Third Quarter 6 7/8 3 3/8
Fourth Quarter 4 5/8 3 3/8
</TABLE>
<TABLE>
YEAR ENDED
FEBRUARY 3, 1996
------------------
HIGH LOW
-------- --------
<S> <C> <C>
First Quarter $ 2 7/8 $ 3/4
Second Quarter 2 7/8 1 7/8
Third Quarter 2 1/4 1 1/4
Fourth Quarter 2 1/4 1 3/8
</TABLE>
There were no dividends paid in fiscal 1996 or 1995. The Indenture
underlying the Company's Senior Notes and the Revolving Credit Agreement
contain restrictions on the payment of dividends. (See Note F of the notes to
the Company's consolidated financial statements). The Company does not intend
to pay dividends in the foreseeable future.
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ITEM 6: SELECTED FINANCIAL DATA
The following table represents selected financial data of the Company on a
consolidated basis for the five fiscal years ended February 1, 1997.
The selected historical financial data for the five fiscal years ended
February 1, 1997 are derived from the consolidated financial statements of the
Company which have been audited by Deloitte & Touche LLP, independent
accountants.
The selected financial data set forth below should be read in conjunction
with the Company's consolidated financial statements and related notes included
elsewhere in this document.
<TABLE>
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
FEBRUARY 1, FEBRUARY 3, JANUARY 28, JANUARY 29, JANUARY 30,
1997 1996 1995 1994 1993
----------- ----------- ----------- ----------- -----------
(53 WEEKS)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED OPERATING DATA:
Sales ............................. $1,014,889 $1,023,664 $1,015,063 $1,062,348 $1,081,538
Gross margin ...................... 256,242 254,355 242,452 269,188 269,967
Selling, general and administrative
expenses ......................... 218,046 227,106 221,212 225,123 218,874
Voluntary severance program(1) .... -- -- 6,917 -- --
Store closing and asset
revaluation(2) ................... 1,700 6,519 -- 17,015 --
Depreciation and amortization ..... 20,701 23,909 23,774 22,748 21,381
---------- ---------- ---------- ---------- ----------
Operating income (loss) ........... 15,795 (3,179) (9,451) 4,302 29,712
Interest expense .................. 12,547 15,497 14,780 14,244 16,451
---------- ---------- ---------- ---------- ----------
Earnings (loss) before income
taxes & extraordinary charge ..... 3,248 (18,676) (24,231) (9,942) 13,261
Income taxes (benefit) ............ -- (609) (5,357) (3,779) 5,039
Extraordinary charge(3) ........... -- 625 -- 3,969 --
---------- ---------- ---------- ---------- ----------
Net earnings (loss) ............... $3,248 $(18,692) $(18,874) $(10,132) $8,222
========== ========== ========== ========== ==========
Earnings (loss) per common
share ............................ $.29 $(1.68) $(1.71) $(.91) $.74
CONSOLIDATED BALANCE
SHEET DATA (AT YEAR-END):
Total assets ...................... $254,748 $265,278 $311,484 $335,165 $331,809
Total debt (including
capital leases) .................. 114,585 122,791 143,883 126,126 116,990
Total shareholders'
equity ........................... 26,688 23,921 42,485 61,746 71,389
</TABLE>
(1) Represents a charge of $6.9 million for a voluntary severance program for
approximately 600 clerks in the Chicago area in fiscal 1994.
(2) Represents a charge of $1.7 million to provide for costs of closed stores
and asset revaluations in fiscal 1996. Represents a charge of $6.5
million to reduce book value of certain assets to estimated fair value for
asset impairment in fiscal 1995. Represents a charge of $17.0 million to
provide for costs of closing certain stores and asset revaluations in
connection therewith in fiscal 1993. See Notes B and D of the notes to
the Company's consolidated financial statements included elsewhere in this
document.
(3) Represents a charge of $625,000 related to the refinancing of the
Revolving Credit Facility in fiscal 1995. Represents a charge of $4.0
million related to the early retirement of debt in fiscal 1993.
14
<PAGE> 15
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following table sets forth certain key operating statistics as a
percentage of sales for the periods indicated:
<TABLE>
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
FEBRUARY 1, FEBRUARY 3, JANUARY 28, JANUARY 29, JANUARY 30,
1997 1996 1995 1994 1993
----------- ----------- ----------- ----------- -----------
(53 WEEKS)
<S> <C> <C> <C> <C> <C>
Operations Statement Data:
Sales .......................... 100.00% 100.00% 100.00% 100.00% 100.00%
Gross margin ................... 25.25 24.85 23.89 25.34 24.96
Selling, general and
administrative expenses .... 21.48 22.19 21.79 21.20 20.24
Depreciation and amortization
expenses ................... 2.04 2.34 2.35 2.14 1.98
Voluntary severance program .... -- -- .68 -- --
Provision for store closing and
asset revaluation ........... .17 .64 -- 1.60 --
Operating income (loss) ........ 1.56 (.31) (.93) .40 2.75
Interest expense ............... 1.24 1.51 1.46 1.34 1.52
Earnings (loss) before income
taxes & extraordinary charge .. .32 (1.82) (2.39) (.94) 1.23
Income taxes (benefit) ......... -- (.06) (.53) (.36) 0.47
Extraordinary charge ........... -- .06 -- 0.37 --
Net earnings (loss) ............ .32% (1.83)% (1.86)% (0.95)% 0.76%
</TABLE>
RESULTS OF OPERATIONS
- ---------------------
SALES
<TABLE>
YEAR ENDED YEAR ENDED YEAR ENDED
2/01/97 2/03/96 1/28/95
---------- ---------- ----------
(53 WEEKS)
<S> <C> <C> <C>
Sales ...................... $1,014,889 $1,023,664 $1,015,063
Percent Change ............. (0.9)% 0.8% (4.5)%
Same Store Change .......... 1.7% 1.8% (2.6)%
</TABLE>
Sales for fiscal 1996 were $1.015 billion, a decrease of $8.8 million or
0.9% from the 53-week fiscal 1995. Total sales declined in fiscal 1996
because of one less week compared to fiscal 1995, offset by same store sales
increases. Same store sales increased 1.7% from fiscal 1995 to fiscal 1996.
Same store sales increases are attributed to a better in-stock position, more
consistent promotions, increased margins and increased Eagle Savers' Card
usage. The Company was operating 92 stores as of the end of fiscal 1996 and
fiscal 1995.
Sales for fifty-three week fiscal 1995 were $1.024 billion, an increase of
$8.6 million or .8% from fiscal 1994. Same store sales increased 1.8% from
fiscal 1994 to fiscal 1995 on an
15
<PAGE> 16
equal week basis. Sales increases are attributed to a better in-stock
position, more consistent promotions, increased margins and increased Eagle
Savers' Card usage. The Company was operating four fewer stores as of the end
of 1995 compared to 1994.
GROSS MARGIN
Gross margin as a percentage of sales increased to 25.25% in fiscal 1996
from 24.85% in fiscal 1995 and increased from 23.89% in fiscal 1994. The
increase in gross margin in fiscal 1996 is primarily the result of better
buying practices, increased corporate brand sales and lower inventory
shrinkage. The increase in gross margin in fiscal 1995 is primarily attributed
to better buying practices, improved product mix, and a return to more
historical pricing levels. Gross margin included a charge for LIFO in fiscal
1996 of .07% of sales, in fiscal 1995 of 0.06% of sales, and in fiscal 1994 of
.18% of sales.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses as a percentage of sales were
21.48% in fiscal 1996 compared to 22.19% in fiscal 1995 and 21.79% in fiscal
1994. Selling, general and administrative expenses were $9.1 million or 4.0%
lower in fiscal 1996 than fiscal 1995 primarily due to lower net advertising
costs, lower professional fees and lower equipment rental costs and one less
week of operations. Selling, general and administrative expenses were $5.9
million or 2.7% higher in fiscal 1995 than 1994 primarily due to higher store
payroll and associate benefit costs and one more week.
DEPRECIATION AND AMORTIZATION EXPENSE
Depreciation and amortization expense as a percentage of sales was 2.04%
in fiscal 1996 as compared to 2.34% in fiscal 1995 and 2.35% in fiscal 1994.
There were two new replacement stores opened in fiscal 1996. The decrease in
depreciation expense primarily relates to assets being written off in fiscal
1995 due to the adoption of Statement of Financial Accounting Standard No. 121,
other assets becoming fully depreciated, and the impact of sale/leaseback
transactions. There were no new stores opened in fiscal 1995.
PROVISION FOR STORE CLOSING AND ASSET REVALUATION
During fiscal 1996, the Company provided $1.7 million for store closing
costs and asset revaluations. This charge is primarily related to costs
related to certain sublease cancellations and changes in assumptions on
existing closed stores.
During 1995, the Company adopted Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of." The Company recorded a $6.5 million
charge in fiscal 1995 related to the adoption of this standard (See Note B to
the Company's consolidated financial statements - "Long-Lived Assets").
The Company did not provide reserves for additional store closings during
fiscal 1995. The Company closed two stores during fiscal 1996, four stores
during fiscal 1995 and seven in
16
<PAGE> 17
1994. See Note D to the Company's consolidated financial statements, "Reserve
for Closed Stores and Warehouse."
VOLUNTARY SEVERANCE PROGRAM
The fiscal 1994 loss includes a $6.9 million pre-tax charge in the second
quarter for a voluntary severance program for approximately 600 clerks in the
Chicago area.
OPERATING INCOME (LOSS)
Operations for fiscal 1996 resulted in operating income of $15.8 million
or 1.56% of sales compared to an operating loss of $3.2 million or .31% of
sales in fiscal 1995 and compared to an operating loss of $9.5 million or 0.93%
of sales in fiscal 1994. The operating income in fiscal 1996 compared to an
operating loss in fiscal 1995 was the result of higher gross margin and lower
SG&A expenses and lower depreciation and store closing/asset revaluation costs.
The operating loss in fiscal 1995 was reduced from the prior year's loss
primarily due to increased sales and gross margins. Store wages and related
benefits and taxes increased $4.4 million from fiscal 1994 to 1995. The fiscal
1996 loss includes a store closing and asset revaluation charge of $1.7
million. The fiscal 1995 loss included a $6.5 million charge for asset
impairments and the 1994 loss included a $6.9 million charge in the second
quarter for a voluntary severance program.
INTEREST EXPENSE
Interest expense decreased to 1.24% of sales in fiscal 1996 compared to
1.51% of sales in fiscal 1995 and 1.46% of sales in fiscal 1994. In fiscal
1996 interest expense decreased due to lower weighted average short term
borrowings as compared to the prior fiscal year. In fiscal 1995 interest
expense increased due to higher weighted average short term borrowings and
higher interest rates compared to the prior year.
EXTRAORDINARY CHARGE
In the second quarter of fiscal 1995, the extraordinary charge of $625,000
or $.06 per share was related to the refinancing of the Revolving Credit
Facility. See Note L of the notes to the Company's consolidated financial
statements.
NET EARNINGS (LOSS)
The Company recognized net earnings of $3.2 million or $.29 per share on a
fully diluted basis for fiscal 1996 compared to net losses for fiscal 1995 and
fiscal 1994 of $18.7 million or $1.68 per share and $18.9 million or $1.71 per
share, respectively. The 1996 results include a pre-tax charge of $1.7 million
for store closings and asset revaluation. The 1995 net loss includes a $6.5
million pre-tax charge for asset impairment as discussed above. The 1994 net
loss includes a $6.9 million pre-tax charge in the second quarter for a
voluntary severance program. The average shares outstanding were 10,863,554 in
fiscal 1996 from 11,120,815 in fiscal 1995 and 11,051,994 shares in fiscal
1994.
17
<PAGE> 18
The effective income tax rate was zero in fiscal 1996 compared to income
tax benefit rates of 3.3% for 1995 and 22.1% for 1994. The 1996 rate was zero
due to the utilization of net operating loss carryforwards that were not
previously recognized in the 1995 or 1994 income tax benefits. The effective
income tax rates in fiscal 1995 and 1994 were lower than the statuatory federal
and state income tax rates primarily due to limiting the income tax benefits
recognized for net operating losses that arose in those respective years. The
income tax benefits were recognized to the extent of income tax expenses
recoverable in the carryback years. Net operating losses and credits available
for carryforward were not recognized due to the uncertainty of future
recoverability.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities was $24.2 million in fiscal 1996
from $14.6 million in fiscal 1995 and $4.1 million in fiscal 1994. The fiscal
1996 improvement primarily related to increased net earnings. The fiscal 1995
improvement was primarily due to positive working capital changes. Working
capital changes used $4.8 million of cash in fiscal 1996 compared to a use of
$1.6 million of cash in fiscal 1995 compared to a use of $9.0 million in fiscal
1994. Capital expenditures totaled $12.8 million in fiscal 1996, $4.6 million
in fiscal 1995 and $19.3 million in fiscal 1994, including $4.6 million, $2.2
million and $7.0 million invested in property held for resale in fiscal 1996,
1995 and fiscal 1994, respectively.
The following table summarizes store development and planned reductions:
<TABLE>
<CAPTION>
PLANNED
FISCAL FISCAL FISCAL
1997 1996 1995
------- ------ ------
<S> <C> <C> <C>
New stores .................. 1 2 0
Store closings .............. 6 2 4
Expansions and major remodels 2 1 3
Store count, end of year .... 87 92 92
</TABLE>
The Company is planning capital expenditures of approximately $16.0
million in fiscal 1997, which is expected to be funded primarily from
internally generated cash flows.
The Company owned 15 of its 92 stores as of February 1, 1997 and leased
or subleased the remainder. One store was sold and leased back which
provided $3.5 million of proceeds during fiscal 1996. Five stores were sold
and leased back which provided $14.0 million of proceeds during fiscal 1995.
The Company completed a three year agreement in May of 1995 with
Congress Financial Corporation (Central) for a $40.0 million Revolving Credit
Facility (subsequently expanded to $50.0 million), which replaced its
existing revolving credit facility. The Revolving Credit Facility is secured
by inventories located at the Company's central distribution facility and
stores and is intended to provide for the Company's short-term liquidity
needs. Cash borrowings under the Company's Revolving Credit Agreement were
zero at February 1, 1997, a reduction of $2.0 million from the prior year
end.
18
<PAGE> 19
The following table summarizes borrowing and interest information:
<TABLE>
<CAPTION>
FISCAL FISCAL FISCAL
1996 1995 1994
2/1/97 2/3/96 1/28/95
----------- ----------- -------
<S> <C> <C> <C>
(DOLLARS IN MILLIONS)
Borrowed as of year-end $0.0 $2.0 $22.0
Letters of Credit as of year-end $1.8 $12.3 $0
Maximum amount outstanding during year $11.1 $26.4 $31.0
Average amount outstanding during year $1.4 $16.1 $11.9
Weighted average interest rate 9.3% 9.5% 8.9%
</TABLE>
The Company was in compliance with all covenants at February 1, 1997.
The Company expects to be in compliance with all covenants for fiscal 1997
based on management's estimates of fiscal 1997 operating results and cash
flows.
<TABLE>
<CAPTION>
Working capital and the current ratio were as follows:
WORKING CURRENT
CAPITAL RATIO
--------------------- -------------
<S> <C> <C>
(DOLLARS IN MILLIONS)
February 1, 1997 $11.7 1.12 to 1
February 3, 1996 $1.6 1.01 to 1
January 28, 1995 $0.8 1.01 to 1
</TABLE>
Management believes that working capital is adequate for the Company's
reasonably foreseeable needs and that liquidity is strong.
Pursuant to the share repurchase plan adopted by the Board of Directors in
December 1995, the Company repurchased 91,200 shares at a total cost of
$171,000 for an average price of $1.88 per share during fiscal 1996.
Additionally the Company issued 12,745 treasury shares at an average cost of
$4.09 to satisfy stock option exercises. The Company re-purchased 231,900
shares at a total cost of $416,000 for an average price of $1.80 per share
during fiscal 1995. Also, during fiscal 1995 125,000 shares of treasury stock
were sold to Robert J. Kelly per his employment agreement. The difference
between the $6.36 average share price at cost and the purchase price of $2.25
per share (market value at date of sale) reduced capital in excess of par value
to the extent allowable and the remainder was a reduction of retained earnings.
There were no treasury stock purchases during fiscal 1994. Total treasury
shares at February 1, 1997 were 633,361 at an average cost of $4.09 per share.
The Company terminated the Westville warehouse lease as of April 29, 1996.
The Company incurred a net cash outflow of approximately $9.1 million for this
transaction. This transaction did not impact reported earnings as the payment
was covered in the Reserve for Closed Stores and Warehouse.
19
<PAGE> 20
INFLATION
Inflation has had only a minor effect on the operations of the Company and
its internal and external sources of liquidity and working capital.
SAFE HARBOR STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
The statements under Management's Discussion and Analysis of Financial
Condition and Results of Operations and the other statements in this Form 10-K
which are not historical facts are forward looking statements. These forward
looking statements involve risks and uncertainties that could render them
materially different, including, but not limited to, the effect of economic
conditions, the impact of competitive stores and pricing, availability and
costs of inventory, the rate of technology change, the availability of capital,
supply constraints or difficulties, the effect of the Company's accounting
policies, the effect of regulatory and legal developments, and other risks
detailed in the Company's Securities and Exchange Commission filings.
20
<PAGE> 21
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of
Eagle Food Centers, Inc.:
We have audited the accompanying consolidated balance sheets of Eagle Food
Centers, Inc. as of February 1, 1997 and February 3, 1996, and the related
consolidated statements of operations, equity, and cash flows for each of the
three years in the period ended February 1, 1997. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Eagle Food Centers, Inc. as of
February 1, 1997 and February 3, 1996, and the results of its operations and
its cash flows for each of the three years in the period ended February 1, 1997
in conformity with generally accepted accounting principles.
As discussed in Note B to the financial statements, in fiscal 1995 the
Company changed its method of accounting for the impairment of long-lived
assets and long-lived assets to be disposed of.
DELOITTE & TOUCHE LLP
Davenport, Iowa
March 20, 1997
21
<PAGE> 22
EAGLE FOOD CENTERS, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
ASSETS
<TABLE>
<CAPTION>
FEBRUARY 1, FEBRUARY 3,
Current assets: 1997 1996
----------- -----------
<S> <C> <C>
Cash and cash equivalents .............................. $9,134 $1,481
Restricted assets - marketable securities,
at fair value ......................................... 8,780 8,855
Accounts receivable .................................... 12,395 13,129
Income taxes receivable ................................ 993 4,015
Inventories ............................................ 76,395 80,892
Prepaid expenses and other ............................. 1,225 3,745
----------- -----------
Total current assets .............................. 108,922 112,117
Property and equipment (net) ............................ 118,473 136,453
Other assets:
Deferred debt issuance costs ........................... 1,761 2,444
Excess of cost over fair value of net assets acquired .. 2,487 2,569
Property held for resale ............................... 13,748 9,253
Other................................................... 9,357 2,442
----------- -----------
Total other assets................................. 27,353 16,708
----------- -----------
Total assets ...................................... $254,748 $265,278
=========== ===========
</TABLE>
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<S> <C> <C>
Current liabilities:
Accounts payable ................................ $43,824 $42,025
Payroll and associate benefits .................. 18,185 15,385
Accrued liabilities ............................. 20,085 18,434
Reserve for closed stores and warehouse ......... 2,963 17,754
Accrued taxes ................................... 9,633 9,752
Bank revolving credit facility .................. 0 1,992
Current portion of long-term debt ............... 2,502 5,205
-------- --------
Total current liabilities ................... 97,192 110,547
Long-term debt:
Senior Notes .................................... 100,000 100,000
Capital lease obligations ....................... 12,083 15,594
-------- --------
Total long-term debt ........................ 112,083 115,594
Other liabilities:
Reserve for closed stores and warehouse ......... 8,839 4,337
Other deferred liabilities ...................... 9,946 10,879
-------- --------
Total other liabilities ..................... 18,785 15,216
Shareholders' equity:
Preferred stock, $.01 par value, 100,000 shares
authorized ..................................... -- --
Common stock, $.01 par value, 18,000,000 shares
authorized, 11,500,000 shares issued ........... 115 115
Capital in excess of par value .................. 53,336 53,336
Common stock in treasury, at cost, 633,361 and
554,906 shares ................................. (2,590) (2,471)
Other ........................................... (448) (124)
Retained earnings (deficit) ..................... (23,725) (26,935)
-------- --------
Total shareholders' equity .................. 26,688 23,921
-------- --------
Total liabilities and shareholders' equity .. $254,748 $265,278
======== ========
</TABLE>
See notes to the consolidated financial statements.
22
<PAGE> 23
EAGLE FOOD CENTERS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
FEBRUARY 1, FEBRUARY 3, JANUARY 28,
1997 1996 1995
----------- ----------- -----------
(53 WEEKS)
<S> <C> <C> <C>
Sales ......................................... $1,014,889 $1,023,664 $1,015,063
Cost of goods sold ............................ 758,647 769,309 772,611
---------- ---------- ----------
Gross margin ........................... 256,242 254,355 242,452
Operating expenses:
Selling, general and administrative ......... 218,046 227,106 221,212
Voluntary severance program .................. -- -- 6,917
Store closing and asset revaluation .......... 1,700 6,519 --
Depreciation and amortization ................ 20,701 23,909 23,774
---------- ---------- ----------
Operating income (loss) ................ 15,795 (3,179) (9,451)
Interest expense .............................. 12,547 15,497 14,780
---------- ---------- ----------
Earnings (loss) before income taxes and
extraordinary charge ......................... 3,248 (18,676) (24,231)
Income taxes (benefit) ........................ -- (609) (5,357)
---------- ---------- ----------
Earnings (loss) before extraordinary charge ... 3,248 (18,067) (18,874)
Extraordinary charge .......................... -- 625 --
---------- ---------- ----------
Net earnings (loss) ........................... $3,248 $(18,692) $(18,874)
========== ========== ==========
Weighted average common and common
equivalent shares outstanding ................ 11,171,799 11,120,815 11,051,994
Primary earnings (loss) per common share:
Earnings (loss) before extraordinary charge .. $.29 $(1.62) $(1.71)
Extraordinary charge ......................... -- (.06) --
---------- ---------- ----------
Net earnings (loss) .......................... $.29 $(1.68) $(1.71)
========== ========== ==========
Fully diluted net earnings (loss) ............. $.29 $(1.68) $(1.71)
========== ========== ==========
</TABLE>
See notes to the consolidated financial statements.
23
<PAGE> 24
EAGLE FOOD CENTERS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
COMMON STOCK
-------------------------------------------------
CAPITAL IN TREASURY RETAINED
PAR EXCESS OF -------- EARNINGS
SHARES VALUE PAR VALUE SHARES DOLLARS OTHER (DEFICIT)
---------- ----- ----------- -------- -------- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, January 29, 1994 .......... 11,500,000 $115 $53,541 448,006 $(2,850) $-- $10,940
Net loss .......................... (18,874)
Pension liability adjustment ...... (179)
Change in unrealized loss on
marketable securities ............ (208)
---------- ----- --------- --------- -------- ------ ---------
Balance, January 28, 1995 .......... 11,500,000 115 53,541 448,006 (2,850) (387) (7,934)
Net loss .......................... (18,692)
Pension liability adjustment ...... 50
Change in unrealized gain (loss) on
marketable securities ............ 494
Purchase of treasury shares ....... 231,900 (416)
Officer stock sale ................ (205) (125,000) 795 (281) (309)
---------- ----- --------- --------- -------- ------ ---------
Balance, February 3, 1996 .......... 11,500,000 115 53,336 554,906 (2,471) (124) (26,935)
Net earnings ...................... 3,248
Pension liability adjustment ...... (19)
Purchase of treasury shares ....... 91,200 (171)
Stock options exercised ........... (12,745) 52 (38)
Change in unrealized gain (loss) on
marketable securities ............ (305)
---------- ----- --------- --------- -------- ------ ---------
Balance, February 1, 1997 .......... 11,500,000 $115 $53,336 633,361 $2,590 $(448) $(23,725)
========== ===== ========= ========= ======== ====== =========
</TABLE>
See notes to the consolidated financial statements.
24
<PAGE> 25
EAGLE FOOD CENTERS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
FEBRUARY 1, FEBRUARY 3, JANUARY 28,
1997 1996 1995
----------- ----------- -----------
(53 WEEKS)
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings (loss) ............................... $ 3,248 $ (18,692) $ (18,874)
Adjustments to reconcile net earnings
(loss) to net cash flows from operating
activities:
Extraordinary charge before income tax effect ..... -- 658 --
Depreciation and amortization ..................... 20,701 23,909 23,774
Store closing and asset revaluation ............... 1,700 6,519 --
Deferred income taxes ............................. -- 1,389 844
LIFO charge ...................................... 731 604 1,810
Deferred charges and credits ...................... 1,768 3,232 4,614
Loss (gain) on disposal of assets ................. 883 (1,448) 967
Changes in assets and liabilities:
Accounts receivable and other assets .............. (962) (1,268) (1,377)
Inventories ....................................... 3,766 2,443 15,261
Accounts payable .................................. 1,799 (2,713) (16,093)
Accrued and other liabilities ..................... 2,766 6,687 1,986
Payments on reserve for closed stores and warehouse (12,207) (6,764) (8,785)
-------- --------- ---------
Net cash flows from operating
activities ................................. 24,193 14,556 4,127
Cash flows from investing activities:
Additions to property and equipment ............... (8,164) (2,419) (12,391)
Purchase of marketable securities (net) ........... (231) (3,122) (5,447)
Additions to property held for resale ............. (4,629) (2,163) (6,944)
Cash proceeds from dispositions of
property and equipment ........................... 3,884 15,568 1,208
-------- --------- ---------
Net cash flows from investing activities .... (9,140) 7,864 (23,574)
Cash flows from financing activities:
Deferred financing costs .......................... -- (684) (175)
Principal payments on capital lease obligations ... (5,237) (3,927) (3,101)
Retirement of debt ................................ -- -- (237)
Net bank revolving credit borrowing (repayment) ... (1,992) (20,008) 19,000
Purchase of treasury stock ........................ (171) (416) --
-------- --------- ---------
Net cash flows from financing activities .... (7,400) (25,035) 15,487
-------- --------- ---------
Increase/decrease in cash and cash equivalents ..... 7,653 (2,615) (3,960)
Cash and cash equivalents at beginning
of year ........................................... 1,481 4,096 8,056
-------- --------- ---------
Cash and cash equivalents at end of year ........... $ 9,134 $ 1,481 $4,096
======== ========= =========
See notes to the consolidated financial statements.
</TABLE>
25
<PAGE> 26
EAGLE FOOD CENTERS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED FEBRUARY 1, 1997, FEBRUARY 3, 1996, AND JANUARY 28, 1995
NOTE A--ORGANIZATION
Eagle Food Centers, Inc. (the "Company"), a Delaware corporation, engaged
in the operation of retail food stores, was the General Partner of Eagle Food
Centers, L.P. ("EFC"), a Delaware limited partnership, which previously
conducted the Eagle Food Centers business. On July 27, 1989, the owners of all
of the outstanding common limited partnership interests in EFC exchanged their
partnership interests for 8.3 million shares of Common Stock of the Company.
As a result, and following the consummation of the offering by the Company of
3.2 million shares of Common Stock and the redemption by EFC of the preferred
limited partnership interests in EFC held by Lucky Stores, Inc. ("Lucky") on
August 3, 1989, the Company succeeded to the business and assets and assumed
the liabilities of EFC.
NOTE B--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
FISCAL YEAR
-----------
The Company's fiscal year ends on the Saturday closest to January 31st.
Fiscal 1996 was a 52 week year, fiscal 1995 was a 53 week year, and fiscal 1994
was a 52 week year ended February 1, 1997, February 3, 1996, and January 28,
1995, respectively.
BASIS OF CONSOLIDATION
----------------------
The consolidated financial statements include the accounts of Eagle Food
Centers, Inc. and all subsidiaries. All significant intercompany transactions
have been eliminated.
DEBT ISSUANCE COSTS
-------------------
Debt issuance costs are amortized over the terms of the related debt
agreements.
DEFERRED SOFTWARE
-----------------
The Company classifies software for internal use as Other Assets. The
cost is generally amortized over five years beginning when the software is
placed in service.
EARNINGS (LOSS) PER SHARE
-------------------------
Primary and fully diluted net earnings (loss) per share of Common Stock,
throughout the periods presented, is calculated by dividing net earnings (loss)
by the total of the weighted average shares, assuming the dilutive effect of
exercise of outstanding stock options computed in accordance with the treasury
stock method.
EXCESS OF COST OVER FAIR VALUE OF NET ASSETS ACQUIRED ("GOODWILL")
------------------------------------------------------------------
The Company amortizes goodwill using the straight-line method over 40
years. The Company continually reviews goodwill to assess recoverability from
future operations using
26
<PAGE> 27
undiscounted cash flows. Impairments would be recognized in operating results
if an other than temporary diminution in value occurred.
INVENTORIES
-----------
Inventories are valued at the lower of cost or market; cost is determined
by the last-in, first-out (LIFO) method for substantially all inventories. The
current cost of the inventories was greater than the LIFO value by $8.8 million
at February 1, 1997 and $8.1 million at February 3, 1996.
LONG-LIVED ASSETS
-----------------
During 1995, the Company adopted Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of." Under the new standard, if the sum of
expected future undiscounted cash flows is less than the carrying amount of the
asset, an impairment loss is recognized. The impairment is measured based on
the estimated fair value of the asset.
In determining whether an asset is impaired, assets are required to be
grouped at the lowest level for which there are identifiable cash flows that
are largely independent of the cash flows of other groups of assets, which, for
the Company, is generally on a store by store basis. Prior to the adoption of
this standard the Company evaluated impairment for stores which were not to be
closed, sold, or otherwise disposed of on an aggregate basis.
Based upon a review on a store by store basis of those stores where there
is an indication that the carrying amount of assets may not be recoverable, the
Company recorded a $6.5 million charge in fiscal 1995 to reduce the carrying
amounts to their estimated fair value. Estimated fair values were primarily
determined based on independent appraisals.
PROPERTY AND EQUIPMENT
----------------------
Property and equipment are stated at cost less accumulated depreciation
and amortization. Depreciation is computed by using the straight-line method
over the estimated useful lives of buildings, fixtures and equipment.
Leasehold costs and improvements are amortized over their estimated useful
lives or the remaining lease term, whichever is shorter. Leasehold interests
are generally amortized over the lease term plus expected renewal periods or 25
years, whichever is shorter. Property acquired under capital lease is
amortized on a straight-line basis over the shorter of the life of the property
or the lease term.
PROPERTY HELD FOR RESALE
------------------------
Property held for resale represents land and building costs of
self-developed projects intended to be sold and leased back and is reported at
lower of cost or estimated market value.
RECLASSIFICATIONS
-----------------
Certain reclassifications were made to prior years' balances for
comparative purposes.
27
<PAGE> 28
RESERVE FOR CLOSED STORES AND WAREHOUSE
---------------------------------------
The Company continually monitors underperforming stores and under-utilized
facilities and in the event their performance or utilization cannot be
improved, management may decide to close, sell or otherwise dispose of such
stores or facilities. The reserve for closed stores and warehouse arises
primarily from the discounted value of future lease commitments in excess of
the discounted value of estimated sublease revenue on stores which management
has reached the decision to close, sell or otherwise dispose of within one
year. Reserves are established in the year such decisions are made by
management and the costs can be reasonably estimated. The discount rates used
for these reserves is 10% for reserves established prior to fiscal 1993, 6% for
reserves established in fiscal 1993 and 9% for reserves established in fiscal
1994 and fiscal 1996.
RESTRICTED ASSETS - MARKETABLE SECURITIES
-----------------------------------------
Marketable securities are restricted to satisfy state insurance reserve
requirements related to claim liabilities recorded, classified as current, for
workers' compensation, automobile and general liability costs.
The Company has classified its entire holdings of marketable securities as
available for sale reflecting management's intention to hold such securities
for indefinite periods of time. Such securities are reported at fair value and
the difference between cost and market value is reported as a separate
component of shareholders' equity until gains and losses are realized. Such
amount is a component in the "other" caption of shareholders' equity.
RISKS AND UNCERTAINTIES
-----------------------
The preparation of the Company's consolidated financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
The Company is party to 24 collective bargaining agreements with local
unions representing substantially all of the Company's associates. Three
contracts are currently expired and under negotiation and eight more contracts
will expire in 1997 covering certain associates in most of the Company's
stores. The Company expects to negotiate with the unions and to enter into new
collective bargaining agreements. There can be no assurance, however, that
such agreements will be reached without a work stoppage. A prolonged work
stoppage affecting a substantial number of stores could have a material adverse
effect on results of the company's operations.
SELF-INSURANCE
--------------
The Company is primarily self-insured, through its captive insurance
subsidiary, for workers' compensation, automobile and general liability costs.
The self-insurance claim liability is determined actuarially based on claims
filed and an estimate of claims incurred but not yet reported.
28
<PAGE> 29
NOTE C--CONSOLIDATED STATEMENTS OF CASH FLOWS
For purposes of the Consolidated Statements of Cash Flows, the Company
considers all highly liquid debt instruments purchased with a maturity of three
months or less to be cash equivalents. Supplemental cash flow information:
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
(DOLLARS IN THOUSANDS)
Cash paid for interest ........................ $12,009 $14,416 $13,718
Cash paid (received) for income taxes ......... (2,958) (6,374) (2,683)
Non-cash additions to property and equipment .. - 2,843 2,095
Treasury stock issued ......................... 52 - -
</TABLE>
NOTE D--RESERVE FOR CLOSED STORES AND WAREHOUSE
An analysis of activity in the reserve for closed stores and a warehouse
for the years ended February 1, 1997 and February 3, 1996, is as follows:
<TABLE>
<CAPTION>
FEBRUARY 1, FEBRUARY 3,
1997 1996
----------- -----------
(IN THOUSANDS)
<S> <C> <C>
Balance at beginning of year ............................ $22,091 $35,285
Payments, primarily rental payments net of
sublease rentals ....................................... (12,207) (6,764)
Revaluation/reclassification of fixed assets ............ (810) (8,424)
Interest cost ........................................... 1,028 1,994
Provision for store closing and asset revaluation ....... 1,700 --
------- -------
Balance at end of year (including $3.0 million
and $17.8 million, respectively, classified as current) $11,802 $22,091
======= =======
</TABLE>
The reserve at February 1, 1997, represents estimated future cash outflows
primarily related to the present value of net future rental payments. It is
management's opinion that the reserve will be adequate to cover continuing
costs for the existing closed stores and the stores scheduled to be closed in
fiscal 1997.
During fiscal 1996, the Company provided $1.7 million for store closing
costs and asset revaluations. This charge is primarily related to costs
related to certain sublease cancellations and changes in assumptions on
existing closed stores.
During 1996 the Company terminated the lease on its Westville, Indiana
warehouse. The Company incurred a net cash outflow of $9.1 million for the
transaction.
The Company did not provide reserves for additional store closings during
fiscal 1995. The Company closed two stores during fiscal 1996, four stores
during fiscal 1995 and seven in 1994.
29
<PAGE> 30
NOTE E--PROPERTY AND EQUIPMENT
<TABLE>
<CAPTION>
The investment in property and equipment is as follows:
FEBRUARY 1, FEBRUARY 3,
1997 1996
----------- -----------
(IN THOUSANDS)
<S> <C> <C>
Land ............................................... $10,485 $11,294
Buildings .......................................... 31,261 33,326
Leasehold costs and improvements ................... 38,644 37,622
Fixtures and equipment ............................. 131,816 120,942
Leasehold interests ................................ 32,793 33,331
Property under capital lease ....................... 23,626 33,854
---------- ----------
Total .............................................. 268,625 270,369
Less accumulated depreciation and amortization ..... (150,152) (133,916)
---------- ----------
Property and equipment (net) ....................... $118,473 $136,453
========== ==========
</TABLE>
The Company owned 15 of its 92 stores as of February 1, 1997 and leased or
subleased the remainder. Six stores have been sold and leased back which
provided $3.5 million of proceeds during fiscal 1996 and $14.0 million in
fiscal 1995. The operating leases on the six stores have a 25 year term with
one ten year option and four five year options. The gain on the sale of these
properties has been deferred over the life of the original lease term.
Depreciation and amortization are computed using the straight-line method
over the estimated useful lives of the assets. The useful lives of the various
classes of assets are as follows:
<TABLE>
<S> <C> <C> <C>
Buildings 10-25 years Leasehold Interests 3-25 years
Fixtures and 2-12 years Property under Capital Shorter of economic
Equipment Lease life or lease term
Leasehold Costs &
Improvements 5-23 years
</TABLE>
NOTE F--DEBT
Long-term debt consists of the following:
<TABLE>
<CAPTION>
FEBRUARY 1, FEBRUARY 3,
1997 1996
----------- -----------
(IN THOUSANDS)
<S> <C> <C>
8 5/8% Senior Notes ...... $100,000 $100,000
Capital leases (Note H) .. 14,585 20,799
-------- --------
114,585 120,799
Less current maturities .. 2,502 5,205
-------- --------
$112,083 $115,594
======== ========
</TABLE>
The Company's 8 5/8% Senior Notes are due April 15, 2000. The indenture
relating to the 8 5/8% Senior Notes contains provisions as well as certain
restrictions relating to certain asset dispositions, sale/leaseback
transactions, payment of dividends, repurchase of equity interests, incurrence
of additional indebtedness and liens, and certain other restricted payments.
30
<PAGE> 31
The Company entered into a Credit Agreement with Congress Financial
Corporation (Central) on May 25, 1995. The agreement is a $50 million facility
which provides for revolving credit loans and letters of credit. No more than
an aggregate of $20.0 million of the total commitment may be drawn by the
Company as letters of credit. Total availability under the Credit Agreement is
based on percentages of allowable inventory up to a maximum of $50.0 million.
The Credit Agreement terminates on May 31, 1998 and is secured by a first
priority security interest in all inventories of the Company located in its
stores and distribution center in Milan, Illinois. Loans made pursuant to the
Credit Agreement bear interest at a fluctuating interest rate based, at the
Company's option, on a margin over the base interest rate or a margin over the
London Interbank offered rate multiplied by the applicable reserve requirement
(the adjusted LIBOR Rate). The Credit Agreement has one financial covenant
related to minimum net worth as defined by the agreement. At February 1, 1997,
the defined net worth of the Company exceeds the minimum amount by
approximately $30 million.
At February 1, 1997, the Company had no borrowings against the revolving
credit facility and had $1.8 million of letters of credit outstanding,
resulting in $41.0 million of availability under the Credit Agreement. The
interest rate on an outstanding amount would have been 9.25% at February 1,
1997.
At February 3, 1996, the Company had $2.0 million in revolving credit
loans outstanding plus $12.3 million in letters of credit outstanding resulting
in $29.5 million of availability under the Credit Agreement. The interest rate
on the outstanding amount was 9.5% at February 3, 1996.
The Company was in compliance with all the covenants in its debt
agreements at February 1, 1997. The Company expects to be in compliance with
all covenants for fiscal 1997 based on management's estimates of fiscal 1997
operating results and cash flows.
NOTE G--TREASURY STOCK
The Company acquired 91,200 shares of its Common Stock during the first
quarter of fiscal 1996 at a total cost of $171,000 or an average price of
$1.875 per share. The Company issued 12,745 shares of treasury stock at an
average cost of $4.09 during fiscal 1996 to satisfy exercised stock options.
Total treasury shares at February 1, 1997 were 633,361 at an average cost of
$4.09 per share or a total of $2.6 million.
The Company acquired 231,900 shares of its Common Stock during the fourth
quarter of fiscal 1995 at a total cost of $416,337 or an average price of $1.80
per share.
During fiscal 1995 the Company sold 125,000 shares of treasury stock to
its Chief Executive Officer Robert J. Kelly for $2.25 per share (market value
at date of sale) in exchange for a note receivable, which is deducted from
equity until paid. Total treasury shares at February 3, 1996 were 554,906 at
an average cost of $4.45 per share or a total of $2.5 million.
31
<PAGE> 32
NOTE H--LEASES
Most of the retail stores are leased. Many of the leases have renewal
options for periods ranging from five to thirty years. Some provide the option
to acquire the property at certain times during the initial lease term for
approximately its estimated fair market value at that time, and some require
the Company to pay taxes and insurance on the leased property. The Company
also leases its central distribution facility under a lease expiring in 2007.
Rent expense consists of:
<TABLE>
<CAPTION>
YEAR ENDED
-------------------------------------
FEBRUARY 1, FEBRUARY 3, JANUARY 28,
1997 1996 1995
----------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
Minimum rent under operating leases ... $19,570 $21,461 $21,403
Additional rent based on sales ........ 275 249 197
Less rentals received on non-cancelable
subleases ............................. (2,477) (2,432) (1,796)
-------- ------- -------
$17,368 $19,278 $19,804
======= ======= =======
</TABLE>
Future minimum lease payments under operating and capital leases as of
February 1, 1997 are as follows:
<TABLE>
<CAPTION>
OPERATING CAPITAL
LEASES LEASES
--------- -------
(IN THOUSANDS)
<S> <C> <C>
1997 ....................................................... $ 16,641 $ 4,049
1998 ....................................................... 16,281 2,250
1999 ....................................................... 16,298 2,250
2000 ....................................................... 16,049 2,250
2001 ....................................................... 15,147 2,250
Thereafter ................................................. 144,547 11,706
-------- -------
Total minimum lease payments ............................... $224,963 24,755
========
Less amount representing interest .......................... 10,169
-------
Present value of minimum capital lease payments, including $2.5
million classified as current portion of long-term debt ... $14,585
=======
</TABLE>
The above future minimum lease payments do not include minimum
commitments of $18.1 million (exclusive of sublease income) the present value of
which is included in the consolidated balance sheet caption "Reserve for closed
stores and warehouse".
32
<PAGE> 33
NOTE I--INCOME TAXES
The following summarizes significant components of the provision for
income taxes:
<TABLE>
<CAPTION>
YEAR ENDED
-----------------------------------
FEBRUARY 1, FEBRUARY 3, JANUARY 28,
1997 1996 1995
----------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
Income taxes (benefit):
Federal ....................................... $ 0 $ ( 609) $( 4,287)
State ......................................... 0 0 ( 1,070)
------ --------
$ 0 $ ( 609) $( 5,357)
====== ======== ========
Income taxes (benefit) consists of the following:
Current:
Federal ...................................... $ 0 $( 1,734) $( 4,648)
State ....................................... 0 (222) ( 1,598)
------ -------- --------
$ 0 $( 1,956) $( 6,246)
====== ======== ========
Deferred:
Federal ...................................... $ 0 $ 1,125 $ 361
State ........................................ 0 222 528
------ -------- --------
$ 0 $ 1,347 $ 889
====== ======== ========
</TABLE>
The differences between income taxes (benefit) at the statutory Federal
income tax rate and income taxes (benefit) reported in the consolidated
statements of operations are as follows:
<TABLE>
<CAPTION>
YEAR ENDED
-----------------------------------
FEBRUARY 1, FEBRUARY 3, JANUARY 28,
1997 1996 1995
----------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
(IN THOUSANDS)
Income taxes (benefit) at statutory Federal
tax rate of 35% .......................... $ 1,137 $(6,537) $( 8,481)
Surtax exemption ............................. (33) 187 241
State income taxes, net of Federal benefit ... 213 (934) (706)
Tax credits .................................. -- -- (85)
Valuation allowance .......................... (1,350) 6,662 3,483
Other ........................................ 33 13 191
------- ------- --------
Total ............................... $ 0 $( 609) $( 5,357)
======= ======= ========
</TABLE>
33
<PAGE> 34
Deferred tax assets and liabilities arise because of differences
between the financial accounting bases for assets and liabilities and their
respective tax bases. Deferred income tax assets and liabilities are
comprised of the following significant temporary differences:
<TABLE>
<CAPTION>
FEBRUARY 1, FEBRUARY 3,
1997 1996
----------- -----------
(IN THOUSANDS)
<S> <C> <C>
Deferred Tax Assets:
Store closing and asset revaluation .............. $ 7,207 $ 6,794
Accrued reserves ................................. 2,611 6,200
Deferred revenues ................................ 2,946 3,077
Associate benefits ............................... 1,516 1,530
Tax credit and net operating loss carryforwards .. 16,332 16,031
Valuation allowance .............................. (12,099) (13,449)
-------- --------
Total ...................................... $18,513 $20,183
======= =======
Deferred Tax Liabilities:
Depreciation ..................................... $15,557 $17,323
Other, net ....................................... 2,956 2,860
------- -------
Total ...................................... $18,513 $20,183
======= =======
Net deferred tax asset ............................ $ -- $ --
======= =======
</TABLE>
Valuation allowances have been established for the entire amount of the
net deferred tax assets as of February 1, 1997 and February 3, 1996 due to
the uncertainty of future recoverability.
The amount of tax credit carryforwards available, in thousands of
dollars, primarily related to the alternative minimum tax and net operating
loss carryforwards, and expiration dates are as follows: 1997 - $441, 1998
- - $158, 1999 - $209, 2000 - $31, 2009 - $2,229, 2010 - $6,771, 2011 - $760,
and unlimited - $5,733.
NOTE J--ASSOCIATE BENEFIT PLANS
RETIREMENT PLANS
----------------
Substantially all associates of the Company are covered by trusteed,
non-contributory retirement plans of the Company or by various
multi-employer retirement plans under collective bargaining agreements.
The Company's defined benefit plans covering salaried and hourly
associates provide benefits that are based on associates' compensation
during years of service. The Company's policy is to fund no less than the
minimum required under the Employee Retirement Income Security Act of 1974.
During the years ended February 1, 1997, February 3, 1996, and January 28,
1995, pension costs under the plans totaled $706,000, $736,000, and
$844,000, respectively.
34
<PAGE> 35
Net periodic pension cost under the Milan office and non-foods warehouse
retirement plan (Milan Plan) and the Eagle Food Centers, Inc. Associate Pension
Plan (Eagle Plan) includes the following benefit and cost components for the
years ended February 1, 1997, February 3, 1996, and January 28, 1995:
<TABLE>
<CAPTION>
YEAR ENDED
-------------------------------------
FEBRUARY 1, FEBRUARY 3, JANUARY 28,
1997 1996 1995
----------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
Service cost ................... $ 516 $505 $626
Interest cost .................. 657 583 561
Actual return on plan assets ... (553) (1,001) 139
Net amortization and deferral .. 86 649 (482)
----- ------ ----
Net periodic pension cost ...... $ 706 $736 $844
===== ====== ====
</TABLE>
The funded status and amounts recognized in the Company's consolidated
balance sheets for the Milan Plan and Eagle Plan, as of the measurement
dates of December 31, 1996 and 1995, are as follows:
<TABLE>
<CAPTION>
DEC. 31, DEC. 31,
1996 1995
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Plan assets at market value .............................. $ 7,738 $ 6,844
Actuarial present value of projected benefit obligation .. (9,730) (8,634)
--------- ---------
Funded status ............................................ (1,992) (1,790)
Unrecognized net loss .................................... 459 282
Minimum pension liability recognized ..................... (520) (518)
--------- ---------
Accrued pension cost ..................................... $ (2,053) $ (2,026)
========= =========
</TABLE>
The actuarial present value of the Company's vested benefit obligation
for the Milan Plan and Eagle Plan was $8.4 million and $7.4 million and the
accumulated benefit obligation was $9.0 million and $7.9 million at December
31, 1996 and 1995, respectively. Plan assets are held in a trust and
include corporate and U.S. government debt securities and common stocks.
Actuarial assumptions used to develop net periodic pension cost for the
fiscal years 1996, 1995 and 1994 were as follows:
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Discount rate ................................ 7.5% 7.5% 8.25%
Expected long-term rate of return on assets .. 8.0% 8.0% 8.0%
Rate of increase in compensation levels ...... 4.0% 4.0% 4.0%
</TABLE>
The Company also participates in various multi-employer plans. The
plans provide for defined benefits to substantially all unionized workers.
Amounts charged to pension cost and contributed to the plans for the years
ended February 1, 1997, February 3, 1996, and January 28, 1995, totaled $6.4
million, $6.4 million, and $6.7 million, respectively. Under the provisions
of the Multi-employer Pension Plan Amendments Act of 1980, the Company would
be required to continue contributions to a multi-employer pension fund to
the extent of its portion of the plan's unfunded vested liability if it
substantially or totally withdraws from such plans. Management does not
intend to terminate operations that would subject the Company to such
liability.
35
<PAGE> 36
INCENTIVE COMPENSATION PLANS
----------------------------
The Company has incentive compensation plans for store management,
department heads and certain other management personnel. Incentive plans
included approximately 700 associates. Provisions for payments to be made
under the plans are based upon achievement of sales and earnings in excess
of specific performance targets.
Non-qualified stock option plans were ratified by stockholders and
implemented in 1990 and 1995 for key management associates. Stock options
have a ten year life beginning at the grant date. Options granted under the
1990 plan were generally vested at 12 months following the grant date. For
the options granted under the 1995 Stock Option Plan vesting provisions
generally provide for 25% of the shares vesting at each of the first four
anniversaries following the date of the grant. Certain specific employment
agreements provide for different vesting schedules. The number of shares
outstanding and exercisable is shown in the following table. As of February
1, 1997, there were 994,700 options available for future grants.
<TABLE>
<CAPTION>
STOCK OPTIONS OUTSTANDING AND EXERCISABLE
OPTION PRICE WEIGHTED
SHARES SUBJECT RANGE AVERAGE EXERCISE
TO OPTION PER SHARE PRICE OF OPTIONS
-------------- ------------ ----------------
<S> <C> <C> <C>
Outstanding 1/29/94 63,150 $8.50 - $10.00 $9.23
Granted 287,475 $3.375 - $4.75 $3.38
Exercised - - -
Cancelled or expired 5,275 $3.375 - $10.00 $9.25
Outstanding 1/28/95 345,350 $3.375 - $10.00 $4.36
Granted 1,016,050 $1.50 - $4.50 $2.92
Exercised - - -
Cancelled or expired 76,150 $3.375 - $10.00 $4.27
Outstanding 2/3/96 1,285,250 $1.50 - $10.00 $3.23
Granted 82,500 $4.375 - $6.75 $5.50
Exercised 14,600 $1.50 - $3.375 $3.06
Cancelled or expired 108,600 $1.50 - $10.00 $3.69
Outstanding 2/1/97 1,244,550 $1.50 - $10.00 $3.35
</TABLE>
36
<PAGE> 37
NOTE K--QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>
NET
NET EARNINGS
GROSS EARNINGS (LOSS)
SALES MARGIN (LOSS) PER SHARE
----- ------ -------- ---------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
1996
Quarter --First $ 248,139 $ 62,826 $ 1,027 $ .09
--Second 257,645 64,865 1,160 .11
--Third 248,293 62,770 530 .05
--Fourth 260,812 65,781 531 (1) .05 (1)
---------- -------- --------- ------
Total $1,014,889 $256,242 $ 3,248 $ .29
========== ======== ========= ======
1995
Quarter --First $ 245,530 $ 61,425 $ (4,483) $ (.41)
--Second 249,045 62,100 (5,291) (4) (.47) (4)
--Third 246,201 61,836 (2,643) (.24)
--Fourth (2) 282,888 68,994 (6,275) (5) (.56) (5)
---------- -------- --------- ------
Total (3) $1,023,664 $254,355 $ (18,692) $(1.68)
========== ======== ========= ======
1994
Quarter --First $250,097 $62,522 $ ( 361) $ (.03)
--Second 252,222 62,305 (6,328) (6) (.58) (6)
--Third 252,183 57,376 (7,423) (.67)
--Fourth 260,561 60,249 (4,762) (7) (.43) (7)
---------- -------- --------- ------
Total $1,015,063 $242,452 $ (18,874) $(1.71)
========== ======== ========= ======
</TABLE>
(1) Net earnings reduced by a $1.7 million or $.15 per share charge related
to closed stores and revaluation of assets.
(2) Fourteen week quarter.
(3) Fifty-three week year.
(4) Net loss increased by an extraordinary charge of $625,000 or $.06
per share related to the refinancing of the Revolving Credit
Facility.
(5) Net loss increased by a $6.5 million or $.59 per share charge
related to the revaluation of certain assets (SFAS 121).
(6) Net loss was increased by a voluntary severance program after-tax
charge of $4.2 million or $.38 per share.
(7) Net loss was increased by an after-tax charge of $1.2 million or
$.11 per share resulting from an adjustment to the LIFO estimate.
NOTE L--EXTRAORDINARY CHARGE
The extraordinary charge in fiscal 1995 relates to the refinancing
of the Revolving Credit Facility (net of applicable income taxes).
37
<PAGE> 38
NOTE M--VOLUNTARY SEVERANCE PROGRAM
The fiscal 1994 net loss includes a $6.9 million pre-tax charge in the
second quarter for a voluntary severance program for approximately 600 clerks
in the Chicago area.
NOTE N -- FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts and fair values of the Company's financial
instruments as of February 1, 1997 and February 3, 1996 are as follows:
<TABLE>
<CAPTION>
FEBRUARY 1, 1997 FEBRUARY 3, 1996
------------------ ------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
---------- ------- ---------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Cash and cash equivalents ....... $ 9,134 $ 9,134 $ 1,481 $ 1,481
Marketable securities ........... 8,780 8,780 8,855 8,855
Bank revolving credit facility .. 0 0 1,992 1,992
Senior Notes .................... 100,000 98,380 100,000 70,000
</TABLE>
The fair value of cash and cash equivalents approximated its carrying
value due to the short-term nature of these instruments. The fair value of
marketable securities is based on quoted market prices. The fair value of the
Bank revolving credit facility approximated its carrying value due to its
floating interest rate. The fair value of the Senior Notes is based on quoted
market prices.
The amortized cost, gross unrealized gains and losses, estimated fair
values and maturities of the Company's marketable securities at February 1,
1997, are summarized as follows:
<TABLE>
<CAPTION>
FEBRUARY 1, 1997
----------------
UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
---- ----- ------ -----
<S> <C> <C> <C> <C>
Money market mutual fund, due
within one year.............. $ 774 $ -- $ -- $ 774
Municipal bonds, due from 5 to 10
years ....................... 8,026 -- 20 8,006
------ ------ -------- -------
Total marketable securities .. $ 8,800 $ -- $ 20 $ 8,780
======= ====== ======== =======
</TABLE>
<TABLE>
<CAPTION>
FEBRUARY 3, 1996
----------------
UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
---- ----- ------ -----
<S> <C> <C> <C> <C>
Money market mutual fund, due
within one year.............. $ 2,080 $ -- $ -- $ 2,080
Municipal bonds, due from 5 to 10
years ....................... 6,489 286 -- 6,775
------- ------- -------- -------
Total marketable securities .. $ 8,569 $ 286 $ -- $ 8,855
======= ======= ======== =======
</TABLE>
38
<PAGE> 39
NOTE O -- LITIGATION
A complaint alleging discrimination in employment was filed against the
Company in 1994 in the United States District Court for the Central District of
Illinois by two current and one former associates individually and as
representative of a class of all individuals who are similarly situated. The
Plaintiffs moved for class certification and their motion was granted. Recently
the court granted the Company's motion to narrow the scope of the class. The
Company denies all substantive allegations of the Plaintiffs and of the class.
The Company is subject to various other unresolved legal actions which arise in
the normal course of its business. It is not possible to predict with
certainty the outcome of these unresolved legal actions or the range of the
possible loss.
NOTE P -- STOCK BASED COMPENSATION
Eagle accounts for stock option grants and awards under its stock based
compensation plans in accordance with APB Opinion No. 25. If compensation cost
for stock option grants and awards had been determined based on fair value at
the grant dates for fiscal 1996 and fiscal 1995 consistent with the method
prescribed by Statement of Financial Accounting Standards No. 123, "Accounting
for Stock Based Compensation" (SFAS No. 123), the Company's net earnings and
earnings per share would have been adjusted to the pro forma amounts indicated
below:
<TABLE>
<S> <C> <C> <C>
1996 1995
---- ----
Net earnings (loss) - As reported $ 3,248 $(18,692)
- Pro forma $ 3,089 $(19,492)
Primary earnings per share - As reported $ .29 $ (1.68)
- Pro forma $ .28 $ (1.75)
Fully diluted earnings per share - As reported $ .29 $ (1.68)
- Pro forma $ .28 $ (1.75)
</TABLE>
The Company's calculations were made using the Black-Scholes option
pricing model with the following weighted average assumptions: five years
expected life to vesting; stock volatility of 91% to 97% in 1996 and 89% in
1995; risk-free interest rate of 7.5% in 1996 and 1995; and no dividends during
the expected term. During the initial phase-in period, as required by SFAS No.
123, the pro forma amounts were determined based on stock option grants and
awards in fiscal 1996 and 1995 only. The pro forma amounts for compensation
cost may not be indicative of the effects on net earnings and earnings per
share for future years.
39
<PAGE> 40
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------------------------------------------------------------------------
FINANCIAL DISCLOSURE
- --------------------
There have been no disagreements on accounting principles or practices or
financial statement disclosure between the Company and its independent
certified public accountants during the two fiscal years ended February 1,
1997.
40
<PAGE> 41
PART III
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------------------------------
Information required by this item concerning directors is set forth under
"Election of Directors" in the definitive proxy statement filed by the Company
with the Securities and Exchange Commission and is hereby incorporated by
reference into this 10-K. Certain information concerning the Company's
executive officers is included in Item 4(a) of Part I of this report.
ITEM 11: EXECUTIVE COMPENSATION
- --------------------------------
The information required by this item is set forth in the section entitled
"Executive Compensation" in the definitive proxy statement filed by the Company
with the Securities and Exchange Commission and is hereby incorporated by
reference into this Form 10-K.
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ------------------------------------------------------------------------
The information required by this item is set forth in the tabulation of
the amount and nature of beneficial ownership of the Company's Common Stock
under the heading "Principal Shareholders and Election of Directors" in the
definitive proxy statement filed by the Company with the Securities and
Exchange Commission and is hereby incorporated by reference into this Form
10-K.
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------
The information required by this item is set forth in the section entitled
"Compensation of Directors" in the definitive proxy statement filed by the
Company with the Securities and Exchange Commission and is hereby incorporated
by reference into this Form 10-K.
41
<PAGE> 42
PART IV
ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
- -------------------------------------------------------------------------
<TABLE>
<CAPTION> PAGE
----
<S> <C>
(a) The following documents are filed as a part of this report:
1. Financial Statements:
- Independent Auditors' Report 21
- Consolidated Balance Sheets as of February 1, 1997 and February 3, 1996 22
- Consolidated Statements of Operations for the years ended February 23
1, 1997, February 3, 1996, and January 28, 1995
- Consolidated Statements of Equity for the years ended February 1, 1997, 24
February 3, 1996, and January 28, 1995
- Consolidated Statements of Cash Flows for the years ended 25
February 1, 1997, February 3, 1996, and January 28, 1995
- Notes to the Consolidated Financial Statements 26
</TABLE>
2. Financial Statement Schedules:
All schedules are omitted because they are not applicable or not
required, or because the information required therein is included in the
consolidated financial statements or the notes thereto.
3. Exhibits - see Exhibit Index on page 45.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the fourth quarter of fiscal 1996.
42
<PAGE> 43
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
EAGLE FOOD CENTERS, INC.
By: /s/ Robert J. Kelly
---------------------
Robert J. Kelly
President, Chief Executive Officer
DATED: April 19, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons in the capacities and on
the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Martin J. Rabinowitz Chairman and Director April 19, 1997
- ------------------------
Martin J. Rabinowitz
/s/ Robert J. Kelly President and Director April 19, 1997
- ------------------- (Principal Executive Officer)
Robert J. Kelly
/s/ Herbert T. Dotterer Senior Vice President-Finance and April 19, 1997
- ----------------------- Administration, Chief Financial Officer,
Herbert T. Dotterer Secretary and Director
(Principal Financial and Accounting Officer)
/s/ Peter B. Foreman Director April 19, 1997
- --------------------
Peter B. Foreman
/s/ Steven M. Friedman Director April 19, 1997
- ----------------------
Steven M. Friedman
/s/ Michael J. Knilans Director April 19, 1997
- ----------------------
Michael J. Knilans
/s/ Alain Oberrotman Director April 19, 1997
- --------------------
Alain Oberrotman
/s/ Marc C. Particelli Director April 19, 1997
- ----------------------
Marc C. Particelli
/s/ Pasquale V. Petitti Director April 19, 1997
- -----------------------
Pasquale V. Petitti
/s/ William J. Snyder Director April 19, 1997
- ---------------------
William J. Snyder
</TABLE>
43
<PAGE> 44
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
3.1-- Certificate of Incorporation of the Company (filed as Exhibit
3.1 to the Registration Statement on Form S-1 No. 33-29404 and
incorporated herein by reference).
3.2-- By-laws of the Company (filed as Exhibit 3.2 to the Registration
Statement on Form S-1 No. 33-29404 and incorporated herein by
reference).
4.1-- Form of Note (filed as Exhibit 4.3 to the Registration
Statement on Form S-1 No. 33-59454 and incorporated herein by
reference).
4.2-- Form of Indenture, dated as of April 26, 1993, between the
Company and First Trust National Association, as trustee (filed as
Exhibit 4.4 to the Registration Statement on Form S-1 No. 33-59454 and
incorporated herein by reference).
10.1-- Transaction Agreement, dated as of October 9, 1987, between EFC
and Lucky Stores, Inc. (filed as Exhibit 10.8 to the Registration
Statement on Form S-1 No. 33-20450 and incorporated herein by
reference).
10.2-- Assignment and Assumption Agreement, dated November 10, 1987,
among EFC, Lucky Stores, Inc. and Pasquale V. Petitti regarding the
Deferred Compensation Agreement (filed as Exhibit 10.11 of the
Registration Statement on Form S-1 No. 33-20450 and incorporated
herein by reference).
10.3-- Trademark License Agreement, dated November 10, 1987, between
Lucky Stores, Inc. and EFC (filed as Exhibit 10.19 to the Registration
Statement on Form S-1 No. 33-20450 and incorporated herein by
reference).
10.4-- Letter Agreement, dated June 10, 1988, between the Company's
predecessor and Lucky Stores, Inc. amending the Trademark License
Agreement (filed as Exhibit 10.20 to the Company's Annual Report on
Form 10-K for the year ended January 28, 1989 (the "1988 10-K") and
incorporated herein by reference).
10.5-- Management Information Services Agreement, dated November 10,
1987, between Lucky Stores, Inc. and the Company's predecessor (filed
as Exhibit 10.20 to the Registration Statement on Form S-1 No.
33-20450 and incorporated herein by reference).
10.6-- Letter Agreement, dated June 10, 1988, between the Company's
predecessor and Lucky Stores, Inc. Stores, Inc. amending the
Management Information Services Agreement (filed as Exhibit 10.22 to
the Company's Annual Report on Form 10-K for the year ended January
28, 1989 and incorporated herein by reference).
44
<PAGE> 45
10.7-- Non-Competition Agreement, dated November 10, 1987, between the
Company's predecessor and Lucky Stores, Inc. (filed as Exhibit 10.21
to the Registration Statement on Form S-1 No. 33-20450 and
incorporated herein by reference).
10.9-- Letter Agreement, dated April 28, 1988, among American Stores
Company, the Company's predecessor and Odyssey Partners (filed as
Exhibit 10.29 to the Registration Statement on Form S-1 No. 33-20450
and incorporated herein by reference).
10.10-- Eagle Food Centers, Inc. Stock Incentive Plan, adopted in June
1990 (filed as Exhibit 19 to the Company's Annual Report on Form 10-K
for the year ended February 1, 1992 and incorporated herein by
reference).
10.16-- Loan and Security Agreement, dated as of May 22, 1995, among
the Company, as borrower, and the lender party thereto, Congress
Financial Corporation (Central).
10.17-- First Amendment to the Loan and Security Agreement dated August
21, 1995.
10.18-- 1995 Stock Incentive Plan as approved on June 21, 1995.
10.19-- Employment agreement dated May 10, 1995 between the Company and
Robert J. Kelly, its President and C.E.O.
10.20-- Employment agreement dated July 10, 1995 between the Company
and David S. Norton, its Senior Vice President-Retailing.
10.21-- Employment agreement dated November 14, 1995 between the
Company and John N.A. Turley, its Vice President-Grocery.
10.22-- Agreement between the Company, Lucky Stores, Inc., The Midland
Grocery Company and Roundy's Inc. to terminate the Westville warehouse
lease.
11.0*-- Computation of Net Earnings (loss) Per Share.
12.1-- Computation of Ratio of Earnings to Fixed Charges (filed as
Exhibit 12.1 to the Registration Statement on Form S-1 No. 33-59454
and incorporated herein by reference).
21*-- Subsidiaries of the Registrant.
27*-- Financial Data Schedule (for SEC use only).
*Filed herewith.
45
<PAGE> 1
EXHIBIT 11.0
COMPUTATION OF NET EARNINGS (LOSS) PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
QUARTER ENDED FOUR QUARTERS ENDED
2/1/97 2/3/96 2/1/97 2/3/96
------ ------ ------ ------
<S> <C> <C> <C> <C>
Weighted average of shares outstanding
during period ............. 10,866 11,108 10,864 11,121
Weighted average common equivalent
shares attributable to stock options granted,
computed using the treasury stock method
on a fully diluted basis .. 311 0 308 0
Weighted average common and common
equivalent shares ......... 11,177 11,108 11,172 11,121
Net earnings (loss) applicable to common
stock $531 $(6,275) $3,248 $(18,692)
Net earnings (loss) per common and common
equivalent shares ...................... $0.05 $(0.56) $0.29 $(1.68)
</TABLE>
<PAGE> 1
EXHIBIT 21
EAGLE FOOD CENTERS, INC.
SUBSIDIARIES
Eagle Pharmacy Co.
Milan Distributing Co.
Eagle Country Markets, Inc.
BOGO'S, Inc.
Talon Insurance Company, Inc.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> FEB-01-1997
<PERIOD-END> FEB-01-1997
<CASH> 9,134,000
<SECURITIES> 8,780,000
<RECEIVABLES> 13,388,000
<ALLOWANCES> 921,000
<INVENTORY> 76,395,000
<CURRENT-ASSETS> 108,922,000
<PP&E> 271,776,000
<DEPRECIATION> 153,303,000
<TOTAL-ASSETS> 254,748,000
<CURRENT-LIABILITIES> 97,192,000
<BONDS> 100,000,000
0
0
<COMMON> 115,000
<OTHER-SE> 26,573,000
<TOTAL-LIABILITY-AND-EQUITY> 254,748,000
<SALES> 1,014,889,000
<TOTAL-REVENUES> 1,014,889,000
<CGS> 758,647,000
<TOTAL-COSTS> 758,647,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 131,000
<INTEREST-EXPENSE> 12,547,000
<INCOME-PRETAX> 3,248,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 3,248,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,248,000
<EPS-PRIMARY> .29
<EPS-DILUTED> .29
</TABLE>
