UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended July 1, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ____________
Commission File Number 33-57505
Roundy's, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin 39-0854535
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
23000 Roundy Drive, Pewaukee, Wisconsin 53072
(Address of principal executive offices) (Zip Code)
(414) 547-7999
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since
last report)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15 (d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No___
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at July 1, 1995
Common Stock, $1.25 par value
Class A (Voting) 13,900 Shares
Class B (Non-voting) 1,129,844 Shares
<PAGE>
ROUNDY'S, INC.
INDEX
Page
No.
PART I. Financial Information:
Consolidated Balance Sheets -
July 1, 1995 and December 31, 1994 3
Statements of Consolidated Earnings -
Thirteen Weeks and Twenty-six Weeks
Ended July 1, 1995 and July 2, 1994 4
Statements of Consolidated Cash Flows -
Twenty-six Weeks Ended July 1, 1995
and July 2, 1994 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of
Financial Condition and Results of
Operations 7
PART II. Other Information 9
SIGNATURES 10
<PAGE>
PART I. FINANCIAL INFORMATION
ROUNDY'S, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
July 1, 1995 and December 31, 1994
July 1, 1995 December 31, 1994
(Unaudited) (Audited)
ASSETS ------------- -----------------
CURRENT ASSETS:
Cash and cash equivalents............. $ 35,465,200 $ 40,268,800
Notes and accounts receivable, less
allowance for losses, $9,907,200
and $11,000,400, respectively...... 91,958,300 95,105,500
Merchandise inventories.............. 163,731,600 157,195,700
Prepaid expenses...................... 4,087,100 5,774,200
Future income tax benefits............ 6,153,900 5,691,800
------------ ------------
Total Current Assets............... 301,396,100 304,036,000
------------ ------------
OTHER ASSETS:
Notes receivable...................... 17,858,700 14,631,300
Deferred expenses and other............ 6,553,200 7,066,200
Other real estate..................... 4,828,200 6,584,200
Deferred income tax benefit........... 3,060,000 3,060,000
------------ ------------
Total Other Assets................. 32,300,100 31,341,700
------------ ------------
PROPERTY AND EQUIPMENT - Net........... 69,333,500 69,274,500
------------ ------------
$403,029,700 $404,652,200
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt.. $ 4,928,600 $ 5,678,600
Accounts payable....................... 162,291,400 166,024,700
Accrued expenses...................... 41,408,400 36,036,000
Income taxes.......................... 4,483,200
------------ ------------
Total Current Liabilities 208,628,400 212,222,500
LONG-TERM DEBT, LESS CURRENT MATURITIES 87,415,500 88,226,700
OTHER LIABILITIES...................... 13,735,400 13,784,300
------------ ------------
Total Liabilities.................. 309,779,300 314,233,500
------------ ------------
REDEEMABLE CLASS B COMMON STOCK......... 6,337,900 5,539,600
STOCKHOLDERS' EQUITY:
Common Stock:
Voting (Class A).................... 17,400 17,500
Non-Voting (Class B)................ 1,309,900 1,353,500
------------ -----------
Total Common Stock................. 1,327,300 1,371,000
Amount related to recording minimum
pension liability...................... (112,700) (112,700)
Additional paid-in capital.............. 21,442,200 21,741,200
Reinvested earnings..................... 64,255,700 61,879,600
<PAGE>
------------ ------------
Total Stockholders' Equity......... 86,912,500 84,879,100
------------ ------------
$403,029,700 $404,652,200
============ ============
[FN]
See Notes to Financial Statements.
<PAGE>
<TABLE>
ROUNDY'S, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED EARNINGS
FOR THE THIRTEEN WEEKS AND TWENTY-SIX WEEKS ENDED JULY 1, 1995 AND
JULY 2, 1994
(UNAUDITED)
<CAPTION>
Thirteen Weeks Ended Twenty-Six Weeks Ended
July 1, 1995 July 2, 1994 July 1, 1995 July 2, 1994
------------- ------------ -------------- --------------
<S> <C> <C> <C> <C>
REVENUES:
Net sales and service fees............. $619,353,200 $624,277,200 $1,209,755,900 $1,230,491,900
Other - net............................ 1,559,600 544,800 2,251,800 1,220,900
------------ ------------ -------------- --------------
620,912,800 624,822,000 1,212,007,700 1,231,712,800
------------ ------------ -------------- --------------
COSTS AND EXPENSES:
Cost of sales.......................... 563,109,300 566,346,200 1,098,550,500 1,116,504,100
Operating and administrative........... 50,590,000 51,304,600 101,524,300 103,409,300
Interest............................... 1,988,900 2,394,100 3,920,800 4,810,600
------------ ------------ -------------- --------------
615,688,200 620,044,900 1,203,995,600 1,224,724,000
------------ ------------ -------------- --------------
EARNINGS BEFORE PATRONAGE DIVIDENDS.... 5,224,600 4,777,100 8,012,100 6,988,800
PATRONAGE DIVIDENDS.................... 1,250,000 1,250,000
------------ ------------ -------------- --------------
EARNINGS BEFORE INCOME TAXES........... 5,224,600 3,527,100 8,012,100 5,738,800
PROVISION FOR INCOME TAXES............. 2,129,000 1,436,000 3,264,900 2,338,000
------------ ------------ -------------- --------------
NET EARNINGS........................... $ 3,095,600 $ 2,091,100 $ 4,747,200 $ 3,400,800
============ ============ ============== ==============
<FN>
See Notes to Financial Statements.
</TABLE>
<PAGE>
ROUNDY'S, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
FOR THE TWENTY-SIX WEEKS ENDED JULY 1, 1995 AND JULY 2, 1994
(UNAUDITED)
Twenty-six Weeks Ended
July 1, 1995 July 2, 1994
------------ ------------
Cash Flows From Operating Activities:
Net earnings.......................... $ 4,747,200 $ 3,400,800
Adjustments to reconcile net earnings
to net cash provided by operating
activities:
Depreciation and amortization......... 6,557,000 6,347,900
Allowance for losses.................. 3,016,700 1,197,400
Gain on sale of assets................ (666,300) (84,000)
Increase in closed facility reserve... 250,000 250,000
Patronage dividends payable in
common stock.......................... 875,000
(Increase) Decrease in Operating Assets:
Accounts receivable................... 2,526,500 (4,417,600)
Merchandise inventories............... (6,535,900) (12,178,800)
Prepaid expenses...................... 1,687,100 2,498,100
Future income tax benefits............ (462,100)
Other real estate..................... 1,756,000 (64,500)
Deferred expenses and other assets.... 319,300 515,800
Increase (Decrease) in Operating
Liabilities:
Accounts payable...................... (3,733,300) 22,956,000
Accrued expenses...................... 5,122,400 2,523,200
Income taxes.......................... (4,483,200) (272,500)
Other liabilities..................... (49,000) 746,900
------------ ------------
Net cash flows provided by (used in)
operating activities.................. 10,052,400 24,293,700
------------ ------------
Cash Flows from Investing Activities:
Capital Expenditures.................. (8,357,500) (10,765,100)
Proceeds from sale of property and
equipment........................... 2,601,500 419,900
Increase in notes receivable.......... (5,623,400) (671,300)
------------ ------------
Net cash flows provided by (used in)
investing activities.................. (11,379,400) (11,016,500)
------------ ------------
Cash Flows from Financing Activities:
Principal payments of long-term debt.. (811,200) (11,311,700)
(Decrease)in notes payable and current
maturities of long-term debt.......... (750,000) (309,200)
Proceeds from sale of common stock.... 539,900 186,200
Common stock purchased................ (2,455,300) (1,145,800)
Net cash flows provided by (used in) ------------ ------------
financing activities.................. (3,476,600) (12,580,500)
------------ ------------
Net Increase (Decrease) in Cash and
Cash Equivalents...................... (4,803,600) 696,700
Cash and Cash Equivalents,
Beginning of Period................... 40,268,800 25,845,600
------------ ------------
<PAGE>
Cash and Cash Equivalents, End of Period $ 35,465,200 $ 26,542,300
============ ============
Cash paid during the period: - Interest $ 4,027,400 $ 4,760,300
- Income Taxes 8,268,600 2,160,700
[FN]
See Notes to Financial Statements.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1) In the opinion of the Company, the accompanying
consolidated financial statements contain all
adjustments (consisting only of normal recurring
accruals) necessary to present fairly the
financial position as of July 1, 1995 and December
31, 1994, and the results of operations for the
thirteen and twenty-six weeks ended July 1, 1995
and July 2, 1994 and changes in cash flows for the
twenty-six weeks ended July 1, 1995 and July 2,
1994.
2) The results of operations for the thirteen and
twenty-six weeks ended July 1, 1995 and July 2,
1994 are not necessarily indicative of the results
to be expected for the full fiscal year.
3) Earnings per share are not presented because they
are not deemed to be meaningful.
4) In accordance with SEC requirements, Class B
common stock which is subject to redemption is now
reflected outside of stockholders' equity. The
December 31, 1994 balance sheet has been
reclassified in order to be comparable to the July
1, 1995 balance sheet. As of July 1, 1995 and
December 31, 1994, 81,885 and 71,571 shares,
respectively, were subject to redemption. The
Class B common stock subject to redemption is
payable over a five year period based upon the
book value at the preceding fiscal year end.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Results of Operations
The following is management's discussion and analysis of
certain significant factors which have affected the
Company's results of operations during the periods included
in the accompanying statements of consolidated earnings.
A summary of the period to period changes in the principal
items included in the statements of consolidated earnings is
shown below:
Comparison of
13 Weeks Ended July 1, 26 Weeks Ended July 1,
1995 & July 2, 1994 1995 & July 2, 1994
Net sales and service fees $(4,924,000) (0.8)% $(20,736,000) (1.7)%
Cost of sales (3,236,900) (0.6)% (17,953,600) (1.6)%
Operating and admin. expenses (714,600) (1.4)% (1,885,000) (1.8)%
Interest expense (405,200) (16.9)% (889,800) (18.5)%
Earnings before income taxes 1,697,500 48.1 % 2,273,300 39.6 %
Net sales and service fees decreased approximately $4.9
million during the second quarter of 1995 as compared to the
second quarter of 1994. The loss of wholesale customers resulted
in a decrease in sales of approximately $3.4 million. The sale
of a wholesale facility resulted in a decrease of approximately
$4.4 million. The closing or sale of four Company-owned stores
resulted in a decrease of approximately $5.1 million. Sales to
new and existing wholesale customers increased $8.0 million.
Net sales and service fees decreased approximately $20.7
million during the first and second quarters of 1995 as
compared to the first and second quarters of 1994. The loss
of wholesale customers resulted in a decrease in sales of
approximately $8.1 million. The sale of a wholesale
facility resulted in a decrease of $8.6 million. The
closing or sale of four Company-owned stores resulted in a
decrease of approximately $12.4 million. Sales to new and
existing wholesale customers increased $8.4 million.
Cost of sales approximated 90.9% and 90.7% of net sales and
service fees for the thirteen weeks ended July 1, 1995 and
July 2, 1994, respectively. Year-to-date cost of sales
approximated 90.8% and 90.7% of net sales and service fees
for the twenty-six weeks ended July 1, 1995 and July 2,
1994, respectively.
Operating and administrative expenses approximated 8.2% of
net sales and service fees for the thirteen weeks ended July
1, 1995 and July 2, 1994. Year-to-date operating and
administrative expenses approximated 8.4% of net sales and
service fees for the twenty-six weeks ended July 1, 1995 and
July 2, 1994.
<PAGE>
Interest expense decreased primarily as a result of lower
borrowing levels during the twenty-six weeks ended July 1,
1995 as compared to the twenty-six weeks ended July 2, 1994.
No patronage dividends have been accrued as of July 1, 1995.
The Company's By-Laws require that, to the extent permitted
by the Internal Revenue Code, patronage dividends be paid
out of earnings from business done with stockholder-
customers in an amount which will reduce net earnings of the
Company to such amount as will result in a 10 percent
increase in the book value of its common stock.
The income tax rate used for calculating the provision for
income taxes for the interim periods was 40.8% in 1995 and
1994.
Liquidity and Capital Resources
The Company's current ratio was 1.43:1 at year-end and
1.44:1 at July 1, 1995. The consolidated long-term debt to
equity ratio has decreased from 1.04:1 at December 31, 1994
to 1.01:1 at July 1, 1995.
Stockholders' equity increased approximately $2.0 million
due to reinvested earnings of $4.7 million, proceeds from
the sale of common stock of $0.5 million and offset by
common stock purchases of $2.4 million and an increase in
Class B common stock subject to redemption of $0.8 million -
See Note 4.
<PAGE>
II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders
(a) Matters were submitted to a vote of the holders of the
Company's Class A common stock at the Company's annual
meeting on April 12, 1995, and at a Special Meeting on June
21, 1995. A meeting of the Trustees of Roundy's, Inc.
Voting Trust was also held on July 20, 1995.
(b) At the annual meeting, Lloyd E. Coppersmith was
elected as a retailer director and George C.
Kaiser was elected as a non-retailer non-
management director. At the Special Meeting,
Patrick D. McAdams was elected as a retailer
director. At the meeting of the Trustees, Henry
Karbiner, Jr. was elected as a non-retailer non-
management director. All of these votes were
unanimous since all of the Class A common stock
are held in a voting trust and the trustees are
required to vote the Class A common stock as a
block. The following directors continue in
office: Gerald F. Lestina, Gary N. Gundlach,
Robert D. Ranus, Charles R. Bonson, Robert E.
Bartels and Brenton H. Rupple.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits - none.
(b) Reports on Form 8-K -- There were no reports on
Form 8-K filed for the thirteen weeks ended July 1, 1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
ROUNDY'S, INC.
---------------------
(Registrant)
Date: August 10, 1995 ROBERT D. RANUS
------------------- -----------------------------
Robert D. Ranus
Vice President and
Chief Financial Officer
(Principal Financial Officer)
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ROUNDY'S,
INC. FORM 10-Q FOR THE QUARTER ENDING JULY 1, 1995 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-30-1995
<PERIOD-END> JUL-01-1995
<CASH> 35,465,200
<SECURITIES> 0
<RECEIVABLES> 91,958,300
<ALLOWANCES> 0
<INVENTORY> 163,731,600
<CURRENT-ASSETS> 301,396,100
<PP&E> 149,966,600
<DEPRECIATION> (80,633,100)
<TOTAL-ASSETS> 403,029,700
<CURRENT-LIABILITIES> 208,628,400
<BONDS> 87,415,500
<COMMON> 1,327,300
0
0
<OTHER-SE> 91,923,100
<TOTAL-LIABILITY-AND-EQUITY> 403,029,700
<SALES> 1,209,755,900
<TOTAL-REVENUES> 1,212,007,700
<CGS> 1,098,550,500
<TOTAL-COSTS> 1,098,550,500
<OTHER-EXPENSES> 98,507,600
<LOSS-PROVISION> 3,016,700
<INTEREST-EXPENSE> 3,920,800
<INCOME-PRETAX> 8,012,100
<INCOME-TAX> 3,264,900
<INCOME-CONTINUING> 4,747,200
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,747,200
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
