<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 June 1, 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 0-10815
- --------------------------------------------------------------------------------
Certified Grocers of California, Ltd.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 95-0615250
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. employer Identification No.)
incorporation or organization)
2601 S. Eastern Avenue, Los Angeles 90040
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(213) 726-2601
- --------------------------------------------------------------------------------
Registrant's telephone number, including area code
- --------------------------------------------------------------------------------
(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
----- -----
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes No
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class A Shares 50,300 Shares as of June 1, 1996
Class B Shares 365,393 Shares as of June 1, 1996
Class C Shares 15 Shares as of June 1, 1996
1
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CERTIFIED GROCERS OF CALIFORNIA, LTD. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
(dollars in thousands)
<TABLE>
<CAPTION>
June 1, September 2,
1996 1995
-------- ------------
<S> <C> <C>
ASSETS
Current:
Cash and cash equivalents $ 7,840 $ 7,329
Accounts and notes receivable 103,213 104,249
Inventories 132,004 149,432
Prepaid expenses 5,251 4,789
Deferred taxes 2,850 2,850
-------- --------
Total current assets 251,158 268,649
Properties, at cost 152,091 148,285
Less, accumulated depreciation (80,144) (76,469)
-------- --------
71,947 71,816
Investments 27,921 22,051
Notes receivable 30,199 25,622
Other assets 10,799 10,465
-------- --------
TOTAL ASSETS $392,024 $398,603
-------- --------
-------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current:
Accounts payable $ 82,270 $ 86,159
Accrued liabilities 62,149 51,018
Notes payable 72,203 11,573
Patrons' excess deposits and estimated patronage dividends 15,082 12,214
-------- --------
Total current liabilities 231,704 160,964
Notes payable, due after one year 50,119 129,686
Long-term liabilities 13,764 12,210
Commitments and contingencies
Patrons' deposits and certificates:
Patrons' required deposits 18,272 17,022
Subordinated patronage dividend certificates 6,549 6,561
Shareholders' equity:
Class A Shares 5,454 5,292
Class B Shares 53,409 56,266
Retained earnings 13,005 10,488
Net unrealized (loss) gain
on (depreciation) appreciation of investments (252) 114
-------- --------
Total shareholders' equity 71,616 72,160
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $392,024 $398,603
-------- --------
-------- --------
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE>
CERTIFIED GROCERS OF CALIFORNIA, LTD. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS (UNAUDITED)
(dollars in thousands)
<TABLE>
<CAPTION>
13 Weeks Ended 39 Weeks Ended
----------------------- -------------------------
June 1, June 3, June 1, June 3,
1996 1995 1996 1995
-------- -------- ---------- ----------
<S> <C> <C> <C> <C>
Net sales $486,725 $453,931 $1,458,706 $1,341,118
-------- -------- ---------- ----------
Costs and expenses:
Cost of sales 446,003 413,448 1,332,120 1,224,254
Distribution, selling and administrative 34,023 33,823 102,289 98,302
-------- -------- ---------- ----------
Operating income 6,699 6,660 24,297 18,562
Interest expense (3,446) (3,846) (11,226) (11,421)
Other income (expense), net 366 (162) 366 509
-------- -------- ---------- ----------
Earnings before estimated patronage dividends
and provision for income taxes 3,619 2,652 13,437 7,650
Estimated patronage dividends (2,050) (2,023) (8,606) (6,477)
-------- -------- ---------- ----------
Earnings before income tax provision 1,569 629 4,831 1,173
Provision for income taxes 635 434 1,795 649
-------- -------- ---------- ----------
Net earnings $ 934 $ 195 $ 3,036 $ 524
-------- -------- ---------- ----------
-------- -------- ---------- ----------
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
CERTIFIED GROCERS OF CALIFORNIA, LTD. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THIRTY-NINE WEEKS ENDED JUNE 1, 1996 AND JUNE 3, 1995
(dollars in thousands)
<TABLE>
<CAPTION>
June 1, June 3,
1996 1995
-------- -------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 3,036 $ 524
-------- -------
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Gain on sales of investments in affiliates (366) (511)
Depreciation and amortization 7,477 7,940
(Gain) loss on disposal of properties (127) 237
Decrease (increase) in assets:
Accounts and notes receivable (3,067) (5,330)
Inventories 11,263 5,451
Prepaid expenses (650) (1,144)
Notes receivable (4,577) 844
Increase (decrease) in liabilities:
Accounts payable (461) (225)
Accrued liabilities 11,528 (1,794)
Patrons' excess deposits and estimated
patronage dividends 2,868 856
Long-term liabilities 1,783 3,575
-------- -------
Total adjustments 25,671 9,899
-------- -------
Net cash provided by operating activities 28,707 10,423
-------- -------
Cash flows from investing activities:
Purchase of properties (7,472) (7,485)
Proceeds from sales of properties 22 11,363
Increase in other assets (911) (1,081)
Investment in preferred stocks, net (49) (177)
Investment in long-term bonds, net (2,187) (1,882)
Investment in common stocks, net (3,000) (180)
Sales of investments in affiliates, net of cash disposed* 1,902 (479)
-------- -------
Net cash (utilized) provided by investing activities (11,695) 79
-------- -------
Cash flows from financing activities:
Reduction of long-term notes payable (6,013) (6,973)
Additions to short-term notes payable 2,000
Reduction of short-term notes payable (10,524) (1,368)
Increase in members' required deposits 1,250 1,589
Repurchase of shares from members (3,839) (3,899)
Issuance of shares to members 625 799
-------- -------
Net cash utilized by financing activities (16,501) (9,852)
-------- -------
Net increase in cash and cash equivalents 511 650
Cash and cash equivalents at beginning of year 7,329 7,702
-------- -------
Cash and cash equivalents at end of period $ 7,840 $ 8,352
-------- -------
-------- -------
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
CERTIFIED GROCERS OF CALIFORNIA, LTD. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THIRTY-NINE WEEKS ENDED JUNE 1, 1996 AND JUNE 3, 1995
(dollars in thousands)
<TABLE>
<CAPTION>
June 1, June 3,
1996 1995
-------- -------
<S> <C> <C>
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 12,705 $12,321
Income taxes 380 1,958
-------- -------
$ 13,085 $14,279
-------- -------
-------- -------
* Sales of investments in affiliates, net of cash disposed:
Working capital, other than cash $ 6,431 ($ 980)
Property, plant and equipment 435 1,596
Note receivable (2,580)
Investment in preferred stock (1,000)
Other assets 70 1,857
Proceeds in excess of net assets of affiliates sold, net 366 511
Long-term debt (4,400) (883)
-------- -------
Net cash effect from sales of investments in affiliates $ 1,902 ($ 479)
-------- -------
-------- -------
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
CERTIFIED GROCERS OF CALIFORNIA, LTD., AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. The consolidated condensed financial statements include the accounts of
Certified Grocers of California, Ltd. and all of its subsidiaries (the
"Company"). Intercompany transactions and accounts with subsidiaries have been
eliminated. The interim financial statements included herein have been prepared
by the Company without audit, pursuant to the rules and regulations promulgated
by the Securities and Exchange Commission (the "Commission"). Certain
information and footnote disclosures, normally included in the financial
statements prepared in accordance with generally accepted accounting principles,
have been omitted pursuant to Commission rules and regulations; nevertheless,
the Company believes that the disclosures are adequate to make the information
presented not misleading. These condensed financial statements should be read in
conjunction with the audited financial statements and notes thereto included in
the Company's latest annual report filed on Form 10-K. The results of operations
for the interim periods are not necessarily indicative of the results for the
full year.
2. The accompanying consolidated condensed financial statements reflect all
adjustments which are, in the opinion of management, both of a normal recurring
nature and necessary to a fair statement of the results of the interim periods
presented. Certain reclassifications have been made to prior period's financial
statements to present them on a basis comparable with the current period's
presentation.
3. The Company reclassified $69,154,000 from long-term to short-term debt (a
noncash financing activity) for the thirty-nine weeks ended June 1, 1996, in its
Consolidated Condensed Statements of Cash Flows. Included within this
reclassification is maturing long-term debt under two of the Company's lines of
credit which expire on March 17, 1997. The combined reclassification of $60.5
million to current liabilities did not cause the Company to be in default with
the respective covenants included in the Company's various loan agreements. The
Company intends to complete its refinancing prior to the issuance of its year
end financial statements.
4. In third quarter 1996, the Company sold 100% of its common stock ownership
in Hawaiian Grocery Stores, Ltd. ("HGS"), a wholly-owned subsidiary, for $2.4
million. The sale resulted in a pretax gain of $366,000. The net cash effect of
this transaction is disclosed in the Company's Consolidated Condensed Statements
of Cash Flows for the thirty-nine weeks ended June 1, 1996. Pursuant to this
transaction, the Company retained an ownership interest in HGS represented by
1,000 shares of preferred stock with a total liquidation value of $1 million.
The Company and HGS intend to continue a business relationship in the future
through supply and joint purchasing arrangements.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Company relies upon cash flow from operations, patron deposits,
Patronage Certificates, shareholdings, and borrowings under the Company's credit
lines, to finance operations. Net cash provided by operating activities totaled
$28.7 million for the first thirty-nine weeks of fiscal 1996 (the "1996
period"), as compared to $10.4 million for the first thirty-nine weeks of fiscal
1995 (the "1995 period"). Net cash provided for the 1996 period is primarily a
result of improved income from operations and accompanying increased estimated
patronage dividends, as well as reductions in inventory levels. Net cash
provided for the 1995 period reflected reductions in inventory levels, offset by
increased cash utilized by the change in accounts and notes receivable, accrued
liabilities, and other net operating activities. Cash used by the Company in the
1996 period and 1995 period reflects higher accounts and notes receivable due to
volume increases in the cooperative and finance subsidiary operations, as well
as increased premium receivables in the insurance operations due to workers'
compensation and general liability policy renewals. The Company's cost and
expense reductions, revised marketing programs, and the dividend retention
program provide adequate operating cash flow to conduct the Company's business
operations. At June 1, 1996, working capital was $19.5 million, as compared to
$107.7 million at September 2, 1995, and the Company's current ratio was 1.1 to
1 at the end of the 1996 period and 1.7 to 1 at the end of the 1995 period. The
reduction in working capital and the Company's current ratio at June 1, 1996 was
a direct result of the Company's reclassification of $43 million and $17.5
million related to maturing debt as discussed below.
Capital expenditures totaled $7.5 million in the first thirty-nine weeks of
fiscal 1996. The 1996 expenditures include purchases of warehouse, maintenance,
and computer equipment.
The Company and one of its subsidiaries, Grocers Capital Company ("GCC")
have agreements with certain banks that provide for committed lines of credit.
These credit lines are available for general working capital, acquisitions, and
maturing long-term debt. One credit agreement is collateralized by accounts
receivable, inventory, and certain other assets of Certified Grocers of
California, Ltd. and two of its principal subsidiaries, excluding equipment,
real property and the assets of GCC. GCC's credit agreement is collateralized
primarily by its loan portfolio. The agreements provide for Eurodollar basis or
prime basis borrowings at the Company's option. At the end of the third quarter
of fiscal 1996, the Company had $160 million in committed lines of credit, of
which $99.5 million was not utilized. As of June 1, 1996, the Company's
outstanding borrowings, including obligations under capital leases of
approximately $5.8 million, amounted to $122.3 million, of which $50.1 million
was classified as noncurrent. The Company's borrowings of $43 million and $17.5
million under its revolving lines of credit of $135 million and $25 million,
respectively, are classified as current liabilities due to these lines of credit
maturing on March 17, 1997. This did not cause the Company to be in default
under any of its agreements for borrowed funds. The Company is in the process of
restructuring its liabilities for borrowed funds and as such, has chosen not to
extend these lines of credit at this time. The Company intends to have lines of
credit in place prior to issuance of its fiscal year end financial statements.
It is anticipated that the new financing will increase the Company's
availability of borrowed funds for a period of at least three years.
Certified distributes at least 20% of the patronage dividends in cash and
distributes Class B Shares as a portion of the patronage dividends distributed
to its member-patrons. In addition, under a patronage dividend retention program
authorized by Certified's Board of Directors, Certified retains a portion of the
patronage dividends to be distributed for a fiscal year and issues Patronage
Certificates evidencing its indebtedness respecting the retained amounts. The
program provides for the issuance of Patronage Certificates to patrons on an
annual basis in a portion and at an interest rate to be determined annually by
the Board of Directors. Patronage Certificates for each year are unsecured
general obligations of Certified, are subordinated to certain other indebtedness
of Certified, and are nontransferable without the consent of
7
<PAGE>
Certified. The Patronage Certificates are subject to redemption, at any time in
whole and from time to time in part, without premium, at the option of
Certified, and are subject to being set off, at the option of Certified, against
all or any portion of the amounts owing to the Company by the holder. Subject to
the payment of at least 20% of the patronage dividend in cash, the portion of
the patronage dividend retained is deducted from each patron's patronage
dividend prior to the issuance of Class B Shares as a portion of such dividend.
The Board of Directors determined that in fiscal years 1993 and 1994, the
portion of the patronage dividend retained and evidenced by the issuance of
Patronage Certificates was 20% of the fourth quarter dividend for dairy products
in fiscal 1993, 20% of the quarterly dairy patronage dividends for fiscal 1994
and 40% of the fiscal 1993 and 1994 dividends for non-dairy products. As to
patronage dividends distributed with respect to Certified's 1995 fiscal year,
the Board of Directors approved the issuance of Patronage Certificates
evidencing the allocation of an amount of such dividends equal to 40% of the
patronage dividends of all divisions, except the dairy division, and 20% of the
first and second quarter dairy division patronage dividends. The fiscal 1995
Patronage Certificates have a seven year term, maturing on December 15, 2002,
and will bear interest from the date of issuance at the rate of 7% per annum,
payable annually on December 15 in each year, commencing December 15, 1996.
Patronage Certificates are not expected to be issued with respect to 1996 dairy
patronage dividends.
The following table represents a summary of the Patronage Certificates
issued and their respective terms in fiscal 1993, 1994, and 1995.
Aggregate Annual
Fiscal Principal Interest Maturity
Year Amount Rate Date
------ --------- -------- --------
1993 . . . . . . . . . $2,018,000 7% 12/15/00
1994 . . . . . . . . . $2,426,000 8% 12/15/01
1995 . . . . . . . . . $2,117,000 7% 12/15/02
The Company expects to continue to distribute patronage dividends in the future,
although there can be no assurance of the amounts of such dividends.
Patrons are generally required to maintain subordinated deposits with the
Company and member-patrons purchase shares of stock of the Company. Upon
termination of patron status, the withdrawing patron will be entitled to recover
deposits in excess of its obligations to the Company if permitted by the
applicable subordination provisions, and a member-patron also will be entitled
to have its shares redeemed, subject to applicable legal requirements, Company
policies and credit agreement limitations. The Company's current redemption
policy limits the Class B Shares that the Company is obligated to redeem in any
year to 5% of the number of Class B Shares deemed outstanding at the end of the
preceding fiscal year. In fiscal 1995, this limitation restricted the Company's
redemption of shares to 19,414 shares for $3,165,064. In fiscal 1996, the 5%
limitation restricts the Company's redemption of shares to 19,238 shares for
$3,190,815, and as of June 1, 1996, that number of shares has been redeemed. Due
to the loss of a number of significant member-patrons in past fiscal years, the
number of shares tendered for redemption at June 1, 1996, totaled 73,551 (or
approximately $12.2 million using fiscal 1995 year end book values), which
exceeds the amount that can be redeemed in fiscal 1996. Consequently, the
Company will be required to make redemptions in fiscal 1997, 1998, and 1999,
with such redemptions approximating $9.4 million to $9.6 million based on 1995
year end book values and estimated share issuances for those years. The
redemption price for shares is based upon their book value as of the end of the
year preceding redemption. Cash flow to fund redemption of shares is provided
from operations, patron deposits, Patronage Certificates, current shareholdings,
issuance of shares to member-patrons and borrowings under the Company's credit
lines.
8
<PAGE>
RESULTS OF OPERATIONS
The following table sets forth selected financial data of the Company
expressed as a percentage of sales for the periods indicated below:
For The Thirty-Nine Weeks Ended
-------------------------------
June 1, 1996 June 3, 1995
------------ ------------
Net sales 100% 100%
Cost of sales 91.3 91.3
Distribution, selling and administrative 7.0 7.3
Operating income 1.7 1.4
Interest expense 0.8 0.9
Other income, net 0.0 0.1
Estimated patronage dividends 0.6 0.5
Earnings after dividend and before income taxes 0.3 0.1
Provision for income taxes 0.1 0.1
Net earnings 0.2 0.0
NET SALES
Net sales increased $117.6 million (8.8%) to $1.5 billion in the 1996
period as compared to the 1995 period. The 8.8% sales increase was achieved
despite the loss of $5.4 million in sales volume from Major Market Inc. ("MMI"),
a previously consolidated subsidiary, which was sold during the 1995 period, and
a $43.9 million reduction in general merchandise volume resulting from the
merger between Food 4 Less and Ralphs Grocery Company. During the third quarter
of fiscal 1995, the Company added two significant customers which contributed an
approximate net increase of $111.5 million in net sales for the 1996 period as
compared to the 1995 period. Also, the Company added another significant
customer in the second quarter of the 1996 period which added approximately $14
million in net sales. The Company estimates these new customers will increase
net sales by approximately $215 million on an annualized basis. The remaining
increase is due to increased sales volume from new customers and expanded sales
volume to existing customers.
COST OF SALES
Cost of sales, as a percentage of sales, has remained comparable to the
prior thirty-nine week period (91.3% in the 1996 period and the 1995 period).
DISTRIBUTION, SELLING AND ADMINISTRATIVE
Distribution, selling and administrative expenses, as a percentage of
sales, have decreased with the comparable prior period (7.0% in the 1996 period
and 7.3% in the 1995 period). The decrease as a percentage of sales was
primarily due to the Company's ability to efficiently spread fixed costs over
higher sales volume and the implementation of other programs in the Company's
distribution and manufacturing facilities to increase efficiency and reduce
overhead costs.
OPERATING INCOME
Operating income totaled $24.3 million for the 1996 period, as compared to
$18.6 million for the 1995 period. This increase is a result of the increase in
sales volume as well as the reduction in distribution, manufacturing, and
overhead costs described above.
INTEREST
Interest expense in the 1996 period decreased 0.1% as a percentage of sales
with the comparable 1995 period, primarily as a result of maintaining a
consistent level of expense over higher sales volume.
9
<PAGE>
OTHER INCOME, NET
Other income of $366,000 in the 1996 period resulted from the disposition
of Hawaiian Grocery Stores ("HGS"), a wholly-owned subsidiary. The 1995 period
reflects a $511,000 gain on the sale of the Company's investment in preferred
and common stock of MMI.
NET EARNINGS
Net earnings for the 1996 period were $3,036,000 compared to net earnings
of $524,000 for the 1995 period. The increase is primarily due to the increased
volume and related efficiencies noted above, coupled with decreased claim costs
in the Company's insurance operations.
10
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Reference is made to the Company's Annual Report on Form 10-K for the
fiscal year ended September 2, 1995, for a description of the
Company's involvement with respect to the cleanup of hazardous waste
at Operating Industries, Inc. Superfund Site in Monterey Park,
California.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
A. Election of Directors
The Company's Annual Meeting of Shareholders was held on April 2,
1996, at which time the fifteen members of the Company's Board of
Directors were elected. The following tables set forth the twelve
individuals elected by the holders of Class A Shares and the three
individuals elected by the holders of Class B Shares, as well as the
number of votes cast for or withheld respecting each individual.
Class A Shares
--------------
Votes
Name Votes For Withheld
---- --------- --------
Louis A. Amen 29,100 200
John Berberian 29,200 100
Lyle A. Hughes 29,100 200
Darioush Khaledi 29,000 300
Mark Kidd 29,300 0
Willard R. MacAloney 29,200 100
Jay McCormack 29,300 0
Morrie Notrica 29,100 200
Michael A. Provenzano 29,300 0
Allan Scharn 29,200 100
James R. Stump 29,200 100
Kenneth Young 29,300 0
Class B Shares
--------------
Votes
Name Votes For Withheld
---- --------- --------
Michael Bonfante 365,529 0
Harley DeLano 365,184 345
Roger Hughes 365,474 55
11
<PAGE>
B. Approval of the Plan Respecting Loans and Guaranties
At the Company's Annual Meeting of Shareholders on April 2, 1996, the
shareholders of the Company's Class A Shares approved a plan (the
"Plan") under which the members of the Company's Credit Committee were
authorized, in their discretion, to approve loans of money or property
by the Company or any of its subsidiaries to, or guaranties by the
Company or any of its subsidiaries of the obligations of, (1) any
patron of the Company upon the security of the shares of stock of the
Company held by such patron, or (2) any director of the Company,
provided that, in each case, the loan or guaranty is of the type and
satisfies certain approved terms and conditions. The terms and
conditions may vary depending upon (a) the type and amount of the loan
or guaranty, and (2) whether the recipient is a director or other
patron. The Plan is effective until April 1, 1997 and does not allow
the members of the Credit Committee to approve loans or guaranties in
favor of officers of the Company.
Out of a total of 50,600 outstanding Class A Shares, 25,600 Class A
Shares excluding shares held by the directors of the Company were
voted in favor of approving the Plan, 700 Class A Shares were voted
against approving the Plan, and the shareholders of 3,000 Class A
Shares represented at the Annual Meeting abstained from voting.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27. Financial Data Schedule.
(b) Reports on Form 8-K
Reference is made to the Company's report on Form 8-K which was filed
with the Securities and Exchange Commission on April 10, 1996
respecting the Company's change in certifying accountants.
Reference is made to the Company's report on Form 8-K which was filed
with the Securities and Exchange Commission on June 12, 1996
respecting the Company's disposition of a significant subsidiary.
12
<PAGE>
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 undersigned
thereunto duly authorized.
Certified Grocers of Calofornia, Ltd.
-------------------------------------
(Registrant)
Dated: July 16, 1996 By ALFRED A. PLAMANN
--------------------------
Alfred A. Plamann
President and
Chief Executive Officer
By DANIEL T. BANE
--------------------------
Daniel T. Bane
Senior Vice President,
Finance and Administration
and Chief Financial Officer
By RANDALL G. SCOVILLE
--------------------------
Randall G. Scoville
Corporate Controller
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> SEP-03-1995
<PERIOD-END> JUN-01-1996
<CASH> 7,840
<SECURITIES> 27,921
<RECEIVABLES> 108,458
<ALLOWANCES> 5,245
<INVENTORY> 132,004
<CURRENT-ASSETS> 251,158
<PP&E> 152,091
<DEPRECIATION> 80,144
<TOTAL-ASSETS> 392,024
<CURRENT-LIABILITIES> 231,704
<BONDS> 50,119
0
0
<COMMON> 58,863
<OTHER-SE> 12,753
<TOTAL-LIABILITY-AND-EQUITY> 392,024
<SALES> 1,458,706
<TOTAL-REVENUES> 1,458,706
<CGS> 1,332,120
<TOTAL-COSTS> 1,434,409
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,226
<INCOME-PRETAX> 4,831
<INCOME-TAX> 1,795
<INCOME-CONTINUING> 3,036
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,036
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
