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 September 30, 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
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Roundy's, Inc.
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(Exact name of registrant as specified in its charter)
Wisconsin 39-0854535
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
23000 Roundy Drive, Pewaukee, Wisconsin 53072
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(Address of principal executive offices) (Zip Code)
(414) 547-7999
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name, former address and former fiscal year, if changed since
last report)
Indicate by check mark whether the registrant (1) has filedall 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 September 30, 1995
- ------------------------------- -------------------------------------
Common Stock, $1.25 par value
Class A (Voting) 13,700 Shares
Class B (Non-voting) 1,123,660 Shares
ROUNDY'S, INC.
INDEX
Page No.
PART I. Financial Information:
Consolidated Balance Sheets -
September 30, 1995 and December 31, 1994 3
Statements of Consolidated Earnings -
Thirteen Weeks and Thirty-Nine Weeks
Ended September 30, 1995 and October 1, 1994 4
Statements of Consolidated Cash Flows -
Thirty-Nine Weeks Ended September 30, 1995
and October 1, 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
PART I. FINANCIAL INFORMATION
ROUNDY'S, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, 1995 and December 31, 1994
September 30, 1995 December 31, 1994
(Unaudited) (Audited)
ASSETS ------------------ -----------------
CURRENT ASSETS:
Cash and cash equivalents............. $ 23,485,700 $ 40,268,800
Notes and accounts receivable, less
allowance for losses, $10,622,400
and $11,000,400, respectively...... 94,550,900 95,105,500
Merchandise inventories.............. 174,994,700 157,195,700
Prepaid expenses...................... 3,084,000 5,774,200
Future income tax benefits............ 6,288,400 5,691,800
------------ ------------
Total Current Assets............... 302,403,700 304,036,000
------------ ------------
OTHER ASSETS:
Notes receivable...................... 20,986,100 14,631,300
Deferred expenses and other........... 6,381,800 7,066,200
Other real estate..................... 4,990,500 6,584,200
Deferred income tax benefit........... 3,060,000 3,060,000
------------ ------------
Total Other Assets................. 35,418,400 31,341,700
------------ ------------
PROPERTY AND EQUIPMENT - Net........... 68,463,200 69,274,500
------------ ------------
$406,285,300 $404,652,200
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt.. $ 3,405,300 $ 5,678,600
Accounts payable...................... 166,467,600 166,024,700
Accrued expenses...................... 43,167,300 36,036,000
Income taxes.......................... 4,483,200
------------ ------------
Total Current Liabilities 213,040,200 212,222,500
LONG-TERM DEBT, LESS CURRENT MATURITIES 84,380,800 88,226,700
OTHER LIABILITIES....................... 13,730,600 13,784,300
------------ ------------
Total Liabilities................... 311,151,600 314,233,500
------------ ------------
REDEEMABLE CLASS B COMMON STOCK......... 6,874,500 5,539,600
STOCKHOLDERS' EQUITY:
Common Stock:
Voting (Class A)..................... 17,100 17,500
Non-Voting (Class B)................. 1,293,600 1,353,500
------------ ------------
Total Common Stock.................. 1,310,700 1,371,000
Amount related to recording minimum
pension liability...................... (112,700) (112,700)
Additional paid-in capital.............. 21,246,300 21,741,200
Reinvested earnings..................... 65,814,900 61,879,600
------------ ------------
Total Stockholders' Equity.......... 88,259,200 84,879,100
------------ ------------
$406,285,300 $404,652,200
============ ============
See Notes to Financial Statements.
<TABLE>
ROUNDY'S, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED EARNINGS
FOR THE THIRTEEN WEEKS AND THIRTY-NINE WEEKS ENDED
SEPTEMBER 30, 1995 AND OCTOBER 1, 1994
(UNAUDITED)
<CAPTION>
Thirteen Weeks Ended Thirty-Nine Weeks Ended
September 30, 1995 October 1, 1994 September 30, 1995 October 1, 1994
------------------ --------------- ------------------ ---------------
<S> <C> <C> <C> <C>
REVENUES:
Net sales and service fees............ $609,201,700 $601,014,400 $1,818,957,600 $1,831,506,300
Other - net........................... 1,541,300 748,000 3,793,100 1,968,900
------------ ------------ -------------- --------------
610,743,000 601,762,400 1,822,750,700 1,833,475,200
------------ ------------ -------------- --------------
COSTS AND EXPENSES:
Cost of sales......................... 552,934,700 543,984,600 1,651,485,200 1,660,488,700
Operating and administrative.......... 51,783,700 51,864,900 153,308,000 155,274,200
Interest.............................. 2,012,300 2,307,600 5,933,100 7,118,200
------------ ------------ -------------- --------------
606,730,700 598,157,100 1,810,726,300 1,822,881,100
------------ ------------ -------------- --------------
EARNINGS BEFORE PATRONAGE DIVIDENDS.... 4,012,300 3,605,300 12,024,400 10,594,100
PATRONAGE DIVIDENDS.................... 500,000 1,750,000
------------ ------------ -------------- --------------
EARNINGS BEFORE INCOME TAXES........... 4,012,300 3,105,300 12,024,400 8,844,100
PROVISION FOR INCOME TAXES............. 1,635,000 1,266,000 4,899,900 3,604,000
------------ ------------ -------------- --------------
NET EARNINGS............................$ 2,377,300 $ 1,839,300 $ 7,124,500 $ 5,240,100
============ ============ ============== ==============
See Notes to Financial Statements.
</TABLE>
ROUNDY'S, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
FOR THE THIRTY-NINE WEEKS ENDED SEPTEMBER 30, 1995 AND OCTOBER 1, 1994
(UNAUDITED)
Thirty-Nine Weeks Ended
September 30, 1995 October 1, 1994
Cash Flows From Operating Activities: ------------------ ---------------
Net earnings.......................... $ 7,124,500 $ 5,240,100
Adjustments to reconcile net earnings
to net cash provided by operating
activities:
Depreciation and amortization......... 9,968,600 9,484,400
Allowance for losses.................. 4,389,800 1,787,300
Gain on sale of assets................ (859,300) (127,200)
Increase in closed facility reserve... 720,000 375,000
Patronage dividends payable in
common stock........................ 1,225,000
(Increase) Decrease in Operating Assets:
Accounts receivable................... (3,835,200) (931,400)
Merchandise inventories............... (17,799,000) (12,777,300)
Prepaid expenses...................... 2,690,200 3,363,500
Future income tax benefits............ (596,600) (1,099,700)
Other real estate..................... 1,593,700 170,400
Deferred expenses and other assets.... 365,100 616,000
Increase (Decrease) in Operating
Liabilities:
Accounts payable...................... 442,900 31,262,300
Accrued expenses...................... 6,411,300 6,106,000
Income taxes.......................... (4,483,200) (410,900)
Other liabilities..................... 53,700 196,800
----------- -----------
Net cash flows provided by (used in)
operating activities.................. 6,079,100 44,480,300
----------- -----------
Cash Flows from Investing Activities:
Capital Expenditures.................. (12,508,700) (14,428,700)
Proceeds from sale of property and
equipment........................... 4,530,100 469,500
Increase in notes receivable.......... (6,354,800) (562,700)
----------- -----------
Net cash flows provided by (used in)
investing activities.................. (14,333,400) (14,521,900)
----------- -----------
Cash Flows from Financing Activities:
Proceeds from long-term borrowings.... 3,000,000
Principal payments of long-term debt.. (6,845,900) (21,040,700)
Increase (decrease) in current
maturities of long-term debt........ (2,273,300) (2,598,000)
Proceeds from sale of common stock.... 636,800 214,600
Common stock purchased................ (3,046,400) (2,603,200)
----------- -----------
Net cash flows provided by (used in)
financing activities.................. (8,528,800) (26,027,300)
----------- -----------
Net Increase (Decrease) in Cash and
Cash Equivalents...................... (16,783,100) 3,931,100
Cash and Cash Equivalents,
Beginning of Period................... 40,268,800 25,845,600
----------- -----------
Cash and Cash Equivalents,
End of Period......................... $23,485,700 $29,776,700
=========== ===========
Cash paid during the period:-Interest $ 5,508,500 $ 7,199,200
-Income Taxes 10,022,000 4,668,000
See Notes to Financial Statements.
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 September 30, 1995 and
December 31, 1994, and the results of operations
for the thirteen and thirty-nine weeks ended
September 30, 1995 and October 1, 1994 and changes
in cash flows for the thirty-nine weeks ended
September 30, 1995 and October 1, 1994.
2) The results of operations for the thirteen and
thirty-nine weeks ended September 30, 1995 and
October 1, 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
September 30, 1995 balance sheet. As of September
30, 1995 and December 31, 1994, 88,818 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.
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 Sept. 30, 39 Weeks Ended Sept. 30,
1995 & Oct. 1, 1994 1995 & Oct. 1, 1994
-------------------------------------------------
Net sales and service fees $8,187,300 1.4 % $ (12,548,700) (0.7)%
Cost of sales 8,950,100 1.7 % (9,030,500) (0.5)%
Operating and admin. expenses (81,200) (0.2)% (1,966,200) (1.3)%
Interest expense (295,300) (12.8)% (1,185,100) (16.6)%
Earnings before income taxes 407,000 11.3 % 1,430,300 13.5 %
Net sales and service fees increased approximately $8.2
million during the third quarter of 1995 as compared to the
third quarter of 1994. The loss of wholesale customers
resulted in a decrease in sales of approximately $12.5
million. The sale of a wholesale facility resulted in a
decrease of $4.5 million. The closing or sale of three
Company-owned stores resulted in a decrease of approximately
$6.5 million. Sales to new and existing wholesale customers
increased $31.7 million.
Net sales and service fees decreased approximately $12.5
million during the first three quarters of 1995 as compared
to the first three quarters of 1994. The loss of wholesale
customers resulted in a decrease in sales of approximately
$20.6 million. The sale of a wholesale facility resulted in
a decrease of $13.1 million. The closing or sale of six
Company-owned stores resulted in a decrease of approximately
$18.9 million. Sales to new and existing wholesale
customers increased $40.1 million.
Cost of sales approximated 90.8% and 90.5% of net sales and
service fees for the thirteen weeks ended September 30, 1995
and October 1, 1994, respectively. The increase in cost of
sales in the quarter was the result of increased promotions
to customers and experimentation with ECR initiatives. Year-
to-date cost of sales approximated 90.8% and 90.7% of net
sales and service fees for the thirty-nine weeks ended
September 30, 1995 and October 1, 1994, respectively.
Operating and administrative expenses approximated 8.5% and
8.6% of net sales and service fees for the thirteen weeks
ended September 30, 1995 and October 1, 1994, respectively.
Year-to-date operating and administrative expenses
approximated 8.4% and 8.5% of net sales and service fees for
the thirty-nine weeks ended September 30, 1995 and October
1, 1994, respectively.
Interest expense decreased primarily as a result of lower
borrowing levels during the thirty-nine weeks ended
September 30, 1995 as compared to the thirty-nine weeks
ended October 1, 1994.
No patronage dividends have been accrued as of September 30,
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 decreased from 1.43:1 at year-
end to 1.42 at September 30, 1995. The consolidated long-
term debt to equity ratio has decreased from 1.04:1 at
December 31, 1994 to .96:1 at September 30, 1995, primarily
due to lower borrowing levels.
Stockholders' equity increased approximately $3.4 million
due to reinvested earnings of $7.1 million, proceeds from
the sale of common stock of $0.6 million and offset by
common stock purchases of $3.0 million and an increase in
Class B common stock subject to redemption of $1.3 million -
See Note 4.
II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders
(a) A meeting of the Trustees of Roundy's, Inc. Voting
Trust was held on July 20, 1995.
(b) At the meeting of the Trustees, Henry Karbiner,
Jr. was elected as a non-retailer non-management
director. This vote was unanimous since all of
the shares of 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, Brenton H.
Rupple, Lloyd E. Coppersmith, George C. Kaiser and
Patrick D. McAdams.
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 September 30, 1995.
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: November 7, 1995 ROBERT D. RANUS
---------------- ----------------------
Robert D. Ranus
Vice President and
Chief Financial Officer
(Principal Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ROUNDY'S,
INC. FORM 10-Q FOR THE QUARTER ENDING SEPTEMBER 30, 1995 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-30-1995
<PERIOD-END> SEP-30-1995
<CASH> 23,485,700
<SECURITIES> 0
<RECEIVABLES> 105,173,300
<ALLOWANCES> 10,622,400
<INVENTORY> 174,994,700
<CURRENT-ASSETS> 302,403,700
<PP&E> 151,721,400
<DEPRECIATION> (83,258,200)
<TOTAL-ASSETS> 406,285,300
<CURRENT-LIABILITIES> 213,040,200
<BONDS> 84,380,800
<COMMON> 1,310,700
0
0
<OTHER-SE> 86,948,500
<TOTAL-LIABILITY-AND-EQUITY> 406,282,300
<SALES> 1,818,957,600
<TOTAL-REVENUES> 1,822,750,700
<CGS> 1,651,485,200
<TOTAL-COSTS> 1,651,485,200
<OTHER-EXPENSES> 143,339,400
<LOSS-PROVISION> 9,968,600
<INTEREST-EXPENSE> 5,933,100
<INCOME-PRETAX> 12,024,400
<INCOME-TAX> 4,899,900
<INCOME-CONTINUING> 7,124,500
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,124,500
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
