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 March 30, 1996
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 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 March 30, 1996
- ----------------------------- -----------------------------
Common Stock, $1.25 par value
Class A (Voting) 13,000 Shares
Class B (Non-voting) 1,144,542 Shares
ROUNDY'S, INC.
INDEX
Page No.
PART I. Financial Information:
Consolidated Balance Sheets -
March 30, 1996 and December 30, 1995 3
Statements of Consolidated Earnings -
Thirteen Weeks Ended March 30, 1996
and April 1, 1995 4
Statements of Consolidated Cash Flows -
Thirteen Weeks Ended March 30, 1996
and April 1, 1995 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of
Financial Condition and Results of
Operations 7
PART II. Other Information 8
SIGNATURES 9
PART I. FINANCIAL INFORMATION
ROUNDY'S, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 30, 1996 and December 30, 1995
March 30, 1996 December 30, 1995
(Unaudited) (Audited)
ASSETS -------------- -----------------
CURRENT ASSETS:
Cash and cash equivalents.............. $ 26,304,700 $ 26,382,000
Notes and accounts receivable, less
allowance for losses, $7,337,800
and $8,431,300, respectively........ 101,354,400 99,727,000
Merchandise inventories............... 167,250,300 163,204,100
Prepaid expenses....................... 3,618,600 5,060,700
Future income tax benefits............. 8,496,800 8,496,800
------------ ------------
Total Current Assets................ 307,024,800 302,870,600
------------ ------------
OTHER ASSETS:
Notes receivable....................... 15,408,600 17,249,100
Deferred expenses and other............ 5,213,700 5,300,600
Other real estate...................... 4,424,600 4,659,400
Deferred income tax benefit............ 2,706,000 2,706,000
------------ ------------
Total Other Assets.................. 27,752,900 29,915,100
------------ ------------
PROPERTY AND EQUIPMENT - Net............ 80,383,000 74,550,900
------------ ------------
$415,160,700 $407,336,600
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt... $ 3,344,600 $ 3,776,500
Accounts payable....................... 158,748,300 165,539,300
Accrued expenses....................... 44,905,100 42,231,400
Income taxes........................... 99,800 583,600
------------ ------------
Total Current Liabilities............ 207,097,800 212,130,800
LONG-TERM DEBT, LESS CURRENT MATURITIES 91,943,000 78,850,200
OTHER LIABILITIES....................... 16,319,300 16,322,500
------------ -----------
Total Liabilities................... 315,360,100 307,303,500
------------ -----------
REDEEMABLE CLASS B COMMON STOCK......... 6,723,700 8,132,000
------------ -----------
STOCKHOLDERS' EQUITY:
Common Stock:
Voting (Class A)..................... 16,200 16,700
Non-Voting (Class B)................. 1,332,000 1,282,400
------------ -----------
Total Common Stock.................. 1,348,200 1,299,100
Amount related to recording minimum
pension liability...................... (283,600) (283,600)
Patronage dividends payable in
common stock........................... 3,405,000
Additional paid-in capital.............. 24,558,900 21,222,100
Reinvested earnings..................... 67,453,400 66,258,500
------------ ------------
Total Stockholders' Equity.......... 93,076,900 91,901,100
------------ ------------
$415,160,700 $407,336,600
============ ============
See Notes to Financial Statements.
ROUNDY'S, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED EARNINGS
FOR THE THIRTEEN WEEKS ENDED MARCH 30, 1996 AND APRIL 1, 1995
(UNAUDITED)
Thirteen Weeks Ended
March 30, 1996 April 1, 1995
-------------- -------------
REVENUES:
Net sales and service fees............. $613,824,300 $590,402,700
Other - net............................ 783,700 692,200
------------ ------------
614,608,000 591,094,900
------------ ------------
COSTS AND EXPENSES:
Cost of sales.......................... 556,779,200 535,441,200
Operating and administrative........... 53,920,500 50,934,300
Interest............................... 1,803,500 1,931,900
------------ ------------
612,503,200 588,307,400
------------ ------------
EARNINGS BEFORE INCOME TAXES............ 2,104,800 2,787,500
PROVISION FOR INCOME TAXES.............. 857,700 1,135,900
------------ ------------
NET EARNINGS............................ $ 1,247,100 $ 1,651,600
============ ============
See Notes to Financial Statements.
ROUNDY'S, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
FOR THE THIRTEEN WEEKS ENDED MARCH 30, 1996 AND APRIL 1, 1995
(UNAUDITED)
Thirteen Weeks Ended
March 30, 1996 April 1, 1995
Cash Flows From Operating Activities: -------------- -------------
Net earnings.......................... $ 1,247,100 $ 1,651,600
Adjustments to reconcile net earnings
to net cash flows provided by operating
activities:
Depreciation and amortization......... 3,671,700 3,293,600
Allowance for losses.................. 904,400 965,200
Gain on sale of assets................ (63,400) (5,700)
(Increase) Decrease in Operating Assets:
Accounts receivable................... (2,531,800) (858,800)
Merchandise inventories............... (4,046,200) (11,215,200)
Prepaid expenses...................... 1,442,100 1,471,000
Other real estate..................... 234,800 1,744,200
Deferred expenses and other assets.... (43,900) (107,500)
Increase (Decrease) in Operating
Liabilities:
Accounts payable...................... (6,791,000) (14,188,000)
Accrued expenses...................... 2,712,200 6,149,700
Income taxes.......................... (483,800) (4,148,100)
Other liabilities..................... (3,200) (14,200)
------------ ------------
Net cash flows (used in) provided by
operating activities.................. (3,751,000) (15,262,200)
------------ ------------
Cash Flows from Investing Activities:
Capital expenditures.................. (9,584,900) (2,759,700)
Proceeds from sale of property and
equipment........................... 236,800 110,100
Decrease (increase) in notes receivable 1,840,500 (1,076,100)
------------ ------------
Net cash flows (used in) provided by
investing activities.................. (7,507,600) (3,725,700)
------------ ------------
Cash Flows from Financing Activities:
Proceeds from long-term borrowings.... 14,000,000 7,000,000
Principal payments of long-term debt.. (907,200) (754,900)
Decrease in notes payable and current
maturities of long-term debt........ (431,900) (750,000)
Common stock purchased................ (1,479,600) (1,092,600)
------------ ------------
Net cash flows provided by (used in)
financing activities.................. 11,181,300 4,402,500
------------ ------------
Net Increase (Decrease) in Cash and
Cash Equivalents...................... (77,300) (14,585,400)
Cash and Cash Equivalents,
Beginning of Period................... 26,382,000 40,268,800
------------ ------------
Cash and Cash Equivalents,
End of Period......................... $ 26,304,700 $ 25,683,400
============ ============
Cash paid during the period: - Interest $ 1,101,300 $ 1,454,200
- Income Taxes 1,372,800 5,305,300
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 March 30, 1996 and
December 30, 1995, and the results of operations
for the thirteen weeks ended March 30, 1996 and
April 1, 1995.
2) The results of operations for the thirteen weeks
ended March 30, 1996 and April 1, 1995 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) Class B common stock which is subject to
redemption is reflected outside of stockholders'
equity. As of March 30, 1996 and December 30,
1995, 78,963 and 95,502 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.
5) During the quarter ended March 30, 1996 the
Company announced the consolidation of Cardinal
Foods into the Lima Division. The Company
estimates the net costs of the consolidation will
be $1.0 to $1.5 million for fiscal 1996, of which
approximately half of these costs were recorded in
the first quarter. The balance of the costs will
occur in the second quarter when the Cardinal
Foods facility is finally vacated.
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 March 30, 1996
and April 1, 1995
------------------------------
Net sales and service fees $23,421,600 4.0 %
Cost of sales 21,338,000 4.0 %
Operating and admin. expenses 2,986,200 5.9 %
Interest expense (128,400) (6.6)%
Earnings before income taxes (682,700) (24.5)%
Net sales and service fees increased approximately $23.4
million during the first quarter of 1996 as compared to the
first quarter of 1995. The loss of wholesale customers
resulted in a decrease in sales of approximately $12.1
million. The closing or sale of two Company-owned stores
resulted in a decrease of approximately $3.3 million. New
Company-owned stores resulted in an increase of
approximately $5.2 million. Sales to new and existing
wholesale customers increased $33.6 million.
Cost of sales approximated 90.7% of net sales and service
fees for the thirteen weeks ended March 30, 1996 and April
1, 1995.
Operating and administrative expenses approximated 8.8% and
8.6% of net sales and service fees for the thirteen weeks
ended March 30, 1996 and April 1, 1995, respectively. The
increase is primarily due to the recording of the costs
associated with the consolidation of Cardinal Foods into the
Lima Division (See Note 5), and an increase in depreciation
and amortization expense.
Interest expense decreased primarily as a result of lower
borrowing levels during the quarter ended March 30, 1996 as
compared to the quarter ended April 1, 1995.
No patronage dividends have been accrued as of March 30,
1996 and April 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 1996 and
1995.
Liquidity and Capital Resources
The Company's current ratio increased from 1.43:1 at year-
end to 1.48:1 at March 30, 1996. The consolidated long-term
debt to equity ratio has increased from .79:1 at December
30, 1995 to .92:1 at March 30, 1996, primarily due to higher
seasonal inventory requirements.
Stockholders' equity, including redeemable common stock,
decreased approximately $0.2 million due to reinvested
earnings of $1.2 million offset by common stock purchases of
$1.4 million.
II. OTHER INFORMATION
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 March 30, 1996.
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: May 10, 1996 ROBERT D. RANUS
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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 MARCH 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-28-1996
<PERIOD-END> MAR-30-1996
<CASH> 26,304,700
<SECURITIES> 0
<RECEIVABLES> 101,354,400
<ALLOWANCES> 0
<INVENTORY> 167,250,300
<CURRENT-ASSETS> 307,024,800
<PP&E> 163,087,800
<DEPRECIATION> 82,704,800
<TOTAL-ASSETS> 415,160,700
<CURRENT-LIABILITIES> 207,097,800
<BONDS> 91,943,000
0
0
<COMMON> 1,348,200
<OTHER-SE> 91,728,700
<TOTAL-LIABILITY-AND-EQUITY> 415,160,700
<SALES> 613,824,300
<TOTAL-REVENUES> 614,608,000
<CGS> 556,779,200
<TOTAL-COSTS> 556,779,200
<OTHER-EXPENSES> 53,016,100
<LOSS-PROVISION> 904,400
<INTEREST-EXPENSE> 1,803,500
<INCOME-PRETAX> 2,104,800
<INCOME-TAX> 857,700
<INCOME-CONTINUING> 1,247,100
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,247,100
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
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