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 29, 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 Number 33-57505
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 29, 1997
- ----------------------------- -----------------------------
Common Stock, $1.25 par value
Class A (Voting) 13,100 Shares
Class B (Non-voting) 1,148,193 Shares
ROUNDY'S, INC.
INDEX
Page No.
PART I. Financial Information:
Consolidated Balance Sheets -
March 29, 1997 and December 28, 1996 3
Statements of Consolidated Earnings -
Thirteen Weeks Ended March 29, 1997
and March 30, 1996 4
Statements of Consolidated Cash Flows -
Thirteen Weeks Ended March 29, 1997
and March 30, 1996 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 29, 1997 and December 28, 1996
March 29, 1997 December 28, 1996
(Unaudited) (Audited)
ASSETS -------------- -----------------
CURRENT ASSETS:
Cash and cash equivalents............. $ 48,590,400 $ 40,342,300
Notes and accounts receivable, less
allowance for losses, $6,800,100
and $6,314,700, respectively........ 89,425,100 98,593,300
Merchandise inventories............... 153,615,800 155,562,300
Prepaid expenses...................... 3,765,000 2,741,000
Refundable and future income tax
benefits............................ 7,817,400 7,817,400
------------ ------------
Total Current Assets............... 303,213,700 305,056,300
------------ ------------
OTHER ASSETS:
Notes receivable, less allowance for
losses, $5,576,000 and $4,641,000,
respectively........................ 12,013,500 12,386,600
Goodwill and other assets.............. 11,892,400 12,100,600
Other real estate..................... 4,448,500 4,439,700
Deferred income tax benefit........... 1,922,000 1,922,000
------------ ------------
Total Other Assets................. 30,276,400 30,848,900
------------ ------------
PROPERTY AND EQUIPMENT - Net........... 95,943,400 98,735,800
------------ ------------
$429,433,500 $434,641,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt.. $ 10,199,500 $ 10,225,800
Accounts payable...................... 149,204,100 159,038,100
Accrued expenses...................... 46,616,000 44,358,400
Income taxes.......................... 2,508,000 936,100
------------ ------------
Total Current Liabilities 208,527,600 214,558,400
------------ ------------
LONG-TERM DEBT, LESS CURRENT MATURITIES 92,410,500 93,614,600
OTHER LIABILITIES....................... 16,556,600 16,522,700
------------ ------------
Total Liabilities.................... 317,494,700 324,695,700
------------ ------------
REDEEMABLE CLASS B COMMON STOCK......... 5,915,200 6,217,100
------------ ------------
STOCKHOLDERS' EQUITY:
Common Stock:
Voting (Class A)..................... 16,400 16,300
Non-Voting (Class B)................. 1,373,400 1,325,200
------------ ------------
Total Common Stock................... 1,389,800 1,341,500
Amount related to recording minimum
pension liability...................... (232,800) (232,800)
Patronage dividends payable in
common stock........................... 3,779,000
Additional paid-in capital.............. 28,647,400 24,920,600
Reinvested earnings..................... 77,350,400 75,051,100
------------ ------------
107,154,800 104,859,400
Less treasury stock, at cost............ 1,131,200 1,131,200
------------ ------------
Total Stockholders' Equity........... 106,023,600 103,728,200
------------ ------------
$429,433,500 $434,641,000
============ ============
See Notes to Financial Statements.
ROUNDY'S, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED EARNINGS
FOR THE THIRTEEN WEEKS ENDED MARCH 29, 1997 AND MARCH 30, 1996
(UNAUDITED)
Thirteen Weeks Ended
March 29, 1997 March 30, 1996
-------------- --------------
REVENUES:
Net sales and service fees............. $617,499,000 $613,824,300
Other - net............................ 1,095,600 783,700
------------ ------------
618,594,600 614,608,000
COSTS AND EXPENSES:
Cost of sales.......................... 557,341,800 556,779,200
Operating and administrative........... 55,138,600 53,920,500
Interest............................... 2,016,800 1,803,500
------------ ------------
614,497,200 612,503,200
EARNINGS BEFORE INCOME TAXES............ 4,097,400 2,104,800
------------ ------------
PROVISION FOR INCOME TAXES.............. 1,669,700 857,700
------------ ------------
NET EARNINGS............................ $ 2,427,700 $ 1,247,100
============ ============
See Notes to Financial Statements.
ROUNDY'S, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
FOR THE THIRTEEN WEEKS ENDED MARCH 29, 1997 AND MARCH 30, 1996
(UNAUDITED)
Thirteen Weeks Ended
March 29, 1997 March 30, 1996
Cash Flows From Operating Activities: -------------- --------------
Net earnings.......................... $ 2,427,700 $ 1,247,100
Adjustments to reconcile net earnings
to net cash flows provided by operating
activities:
Depreciation and amortization......... 4,211,200 3,671,700
Allowance for losses.................. 706,600 904,400
Gain on sale of assets................ (11,600) (63,400)
(Increase) Decrease in Operating Assets:
Accounts receivable................... 8,461,600 (2,531,800)
Merchandise inventories............... 1,946,500 (4,046,200)
Prepaid expenses...................... (1,024,000) 1,442,100
Other real estate..................... (8,800) 234,800
Goodwill and other assets............. (10,600) (43,900)
Increase (Decrease) in Operating
Liabilities:
Accounts payable...................... (9,834,000) (6,791,000)
Accrued expenses...................... 2,296,100 2,712,200
Income taxes.......................... 1,571,900 (483,800)
Other liabilities..................... 33,900 (3,200)
----------- -----------
Net cash flows provided by (used in)
operating activities................... 10,766,500 (3,751,000)
----------- -----------
Cash Flows from Investing Activities:
Capital expenditures................... (1,311,300) (9,584,900)
Proceeds from sale of property and
equipment............................. 84,400 236,800
Decrease in notes receivable........... 373,100 1,840,500
----------- -----------
Net cash flows (used in) investing
activities............................ (853,800) (7,507,600)
----------- -----------
Cash Flows from Financing Activities:
Proceeds from long-term borrowings.... 14,000,000
Principal payments of long-term debt.. (1,204,100) (907,200)
Decrease in notes payable and current
maturities of long-term debt........ (26,300) (431,900)
Proceeds from sale of common stock.... 41,400
Common stock purchased................ (475,600) (1,479,600)
----------- -----------
Net cash flows (used in) provided by
financing activities.................. (1,664,600) 11,181,300
----------- -----------
Net Increase (Decrease) in Cash and
Cash Equivalents...................... 8,248,100 (77,300)
----------- -----------
Cash and Cash Equivalents,
Beginning of Period................... 40,342,300 26,382,000
----------- -----------
Cash and Cash Equivalents,
End of Period......................... $48,590,400 $26,304,700
=========== ===========
Cash paid during the period: - Interest $ 744,300 $ 1,101,300
- Income Taxes 138,600 1,372,800
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 29, 1997 and
December 28, 1996, and the results of operations
for the thirteen weeks ended March 29, 1997 and
March 30, 1996.
2) The results of operations for the thirteen weeks
ended March 29, 1997 and March 30, 1996 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 29, 1997 and December 28,
1996, 62,727 and 65,929 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 March 29, 1997
and March 30, 1996
------------------------------
Net sales and service fees $3,674,700 0.6 %
Cost of sales 562,600 0.1 %
Operating and admin. expenses 1,218,100 2.3 %
Interest expense 213,300 11.8 %
Earnings before income taxes 1,992,600 94.7 %
Net sales and service fees increased approximately $3.7
million during the first quarter of 1997 as compared to the
first quarter of 1996. The loss of wholesale customers
resulted in a decrease in sales of approximately $10.7
million. The closing or sale of seven Company-owned stores
resulted in a decrease of approximately $6.7 million. New
Company-owned stores resulted in an increase of
approximately $16.9 million. Sales to new and existing
wholesale customers increased $4.2 million.
Cost of sales approximated 90.3% and 90.7% of net sales and
service fees for the thirteen weeks ended March 29, 1997 and
March 30, 1996, respectively.
Operating and administrative expenses approximated 8.9% and
8.8% of net sales and service fees for the thirteen weeks
ended March 29, 1997 and March 30, 1996, respectively.
Interest expense increased primarily as a result of higher
borrowing levels during the quarter ended March 29, 1997 as
compared to the quarter ended March 30, 1996.
No patronage dividends have been accrued as of March 29,
1997 and March 30, 1996. 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 1997 and
1996.
Liquidity and Capital Resources
The Company's current ratio increased from 1.42:1 at year-
end to 1.45:1 at March 29, 1997. The consolidated long-term
debt to equity ratio has decreased from .85:1 at December
28, 1996 to .83:1 at March 29, 1997, primarily due to higher
equity levels.
Stockholders' equity, including redeemable common stock,
increased approximately $2.0 million due to reinvested
earnings of $2.4 million offset by common stock purchases of
$0.4 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 29, 1997.
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: April 25, 1997 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 MARCH 29, 1997 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-03-1998
<PERIOD-END> MAR-29-1997
<CASH> 48,590,400
<SECURITIES> 0
<RECEIVABLES> 89,425,100
<ALLOWANCES> 0
<INVENTORY> 153,615,800
<CURRENT-ASSETS> 303,213,700
<PP&E> 189,904,900
<DEPRECIATION> 93,961,500
<TOTAL-ASSETS> 429,433,500
<CURRENT-LIABILITIES> 208,527,600
<BONDS> 92,410,500
0
0
<COMMON> 1,389,800
<OTHER-SE> 104,633,800
<TOTAL-LIABILITY-AND-EQUITY> 429,433,500
<SALES> 617,499,000
<TOTAL-REVENUES> 618,594,600
<CGS> 557,341,800
<TOTAL-COSTS> 557,341,800
<OTHER-EXPENSES> 54,432,000
<LOSS-PROVISION> 706,600
<INTEREST-EXPENSE> 2,016,800
<INCOME-PRETAX> 4,097,400
<INCOME-TAX> 1,669,700
<INCOME-CONTINUING> 2,427,700
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,427,700
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
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