<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
10-QA
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended May 29, 1999
-------------------------------
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
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Certified Grocers of California, Ltd.
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(Exact name of registrant as specified in its charter)
California 95-0615250
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5200 Sheila Street, Los Angeles 90040
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(Address of principal executive offices) (Zip Code)
(323) 264-5200
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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 46,700 Shares as of May 29, 1999
Class B Shares 361,139 Shares as of May 29, 1999
Class C Shares 15 Shares as of May 29, 1999
1
<PAGE>
Item 1. Financial Statements
- ----------------------------
CERTIFIED GROCERS OF CALIFORNIA, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
May 29,
1999 August 29,
(as restated) 1998
----------------------- ---------------------
<S> <C> <C>
ASSETS (Unaudited)
Current:
Cash and cash equivalents $ 8,401 $ 4,105
Accounts and notes receivable, net 105,152 95,672
Inventories 140,192 124,419
Prepaid expenses 6,950 4,744
Deferred taxes 4,277 3,853
----------------------- ---------------------
Total current assets 264,972 232,793
Properties, at cost 178,585 160,808
Less, accumulated depreciation (99,308) (84,509)
----------------------- ---------------------
79,277 76,299
Investments 35,707 41,341
Notes receivable 19,090 21,792
Other assets 42,350 16,993
----------------------- ---------------------
TOTAL ASSETS $441,396 $389,218
======================= =====================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current:
Accounts payable $ 85,831 $ 80,870
Accrued liabilities 62,209 51,767
Current portion of notes payable 5,798 743
Patrons' excess deposits and estimated patronage dividends 14,433 13,630
----------------------- ---------------------
Total current liabilities 168,271 147,010
Notes payable, due after one year 150,792 125,130
Long-term liabilities, other 24,149 20,440
Patrons' deposits and certificates:
Patrons' required deposits 15,509 12,147
Subordinated patronage dividend certificates 5,986 6,158
Shareholders' equity:
Class A Shares 5,622 5,479
Class B Shares 54,404 56,992
Retained earnings 16,557 15,685
Accumulated other comprehensive earnings 106 177
----------------------- ---------------------
Total shareholders' equity 76,689 78,333
----------------------- ---------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $441,396 $389,218
======================= =====================
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE>
<TABLE>
<CAPTION>
CERTIFIED GROCERS OF CALIFORNIA, LTD. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS AND COMPREHENSIVE EARNINGS (UNAUDITED)
(dollars in thousands)
13 Weeks Ended 39 Weeks Ended
------------------------------- -----------------------------
May 29, May 30, May 29, May 30,
1999 1998 1999 1998
---------------- ------------- ----------------- ---------------
(as restated) (as restated)
<S> <C> <C> <C> <C>
Net sales $462,603 $452,259 $1,381,531 $1,401,219
---------------- ------------- ----------------- ---------------
Costs and expenses:
Cost of sales 419,059 411,395 1,256,294 1,276,960
Distribution, selling and administrative 36,929 35,982 104,386 103,697
---------------- ------------- ----------------- ---------------
Operating income 6,615 4,882 20,851 20,562
Interest expense (2,979) (2,937) (8,816) (9,444)
Other income (expense), net 1,500 3,347 1,500 3,347
---------------- ------------- ----------------- ---------------
Earnings before patronage dividends, provision for
income taxes and extraordinary item 5,136 5,292 13,535 14,465
Patronage dividends (3,509) (576) (10,580) (7,986)
---------------- ------------- ----------------- ---------------
Earnings before provision for income taxes and
extraordinary item 1,627 4,716 2,955 6,479
Provision for income taxes 609 1,789 1,021 2,373
---------------- ------------- ----------------- ---------------
Earnings before extraordinary item 1,018 2,927 1,934 4,106
Extraordinary item (net of income taxes of $714) 0 1,079 0 1,079
---------------- ------------- ----------------- ---------------
Net earnings 1,018 1,848 1,934 3,027
---------------- ------------- ----------------- ---------------
Other comprehensive earnings, net of income tax:
Unrealized holding (losses) gains (372) (45) (71) 109
---------------- ------------- ----------------- ---------------
Comprehensive earnings $ 646 $ 1,803 $ 1,863 $ 3,136
================ ============= ================= ===============
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
<TABLE>
<CAPTION>
CERTIFIED GROCERS OF CALIFORNIA, LTD. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THIRTY-NINE WEEKS ENDED MAY 29, 1999 AND MAY 30, 1998
(dollars in thousands)
May 29,
1999 May 30,
(as restated) 1998
--------------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 1,934 $ 3,027
Adjustments to reconcile net earnings to net
cash provided (utilized) by operating activities:
Depreciation and amortization 12,300 11,163
Deferred taxes (424)
Gain on sale of investment and disposal of properties, net (1,490) (3,078)
(Increase) decrease in assets:
Accounts and notes receivable (5,178) 8,248
Inventories (10,413) 9,025
Prepaid expenses (1,937) 151
Notes receivable 3,650 (3,958)
Increase (decrease) in liabilities:
Accounts payable 877 (43,744)
Accrued liabilities 10,442 (2,878)
Patrons' excess deposits and estimated patronage dividends 803 (924)
Long-term liabilities, other 3,709 1,664
----------- ------------
Net cash provided (utilized) by operating activities (14,273) (21,304)
----------- ------------
Cash flows from investing activities:
Purchase of properties (11,752) (17,596)
Proceeds from sales of properties 61 11,914
Increase in other assets (25,847) (2,455)
Investment in securities, net 4,499 (3,546)
Proceeds from sale of notes receivable 2,652 2,780
Acquisition of net assets from wholesale distribution company* (8,954)
----------- ------------
Net cash utilized by investing activities (39,341) (8,903)
----------- ------------
Cash flows from financing activities:
Additions to long-term notes payable 26,605 135,000
Reduction of long-term notes payable (90,344)
Additions to short-term notes payable 3,628
Reduction of short-term notes payable (552) (11,151)
Redemption of patronage dividend certificates (172)
Increase (decrease) in members' required deposits 3,362 (242)
Repurchase of shares from members (4,093) (4,100)
Issuance of shares to members 586 400
----------- ------------
Net cash provided by financing activities 29,364 29,563
----------- ------------
Net increase (decrease) in cash and cash equivalents 4,296 (644)
Cash and cash equivalents at beginning of year 4,105 7,900
----------- ------------
Cash and cash equivalents at end of period $ 8,401 $ 7,256
=========== ============
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 9,344 $10,210
Income taxes $ 763 $ 1,497
*Acquisition of net assets from wholesale distribution company:
Working capital, other than cash ($5,847)
Property, plant and equipment (1,734)
Other assets (1,373)
-----------
Net cash effect due to acquisition of net assets from wholesale distribution company ($8,954)
===========
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
CERTIFIED GROCERS OF CALIFORNIA, LTD., AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. The condensed consolidated financial statements include the accounts of
Certified Grocers of California, Ltd. and all of its subsidiaries except as set
forth in Note 5 (the "Company"). Intercompany transactions and accounts with
consolidated 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, management 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 condensed consolidated financial statements reflect all
adjustments which are, in the opinion of management, both of a normal recurring
nature and necessary for a fair statement of the results of the interim periods
presented. Certain reclassifications have been made to prior period financial
statements to present them on a basis comparable with the current period's
presentation. The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
3. The Company reclassified $943,000 from long-term to short-term debt (a
noncash financing activity) for the thirty-nine weeks ended May 29, 1999, in its
Condensed Consolidated Statements of Cash Flows.
4. As of August 30, 1998, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 130, "Reporting Comprehensive Income." This statement
establishes standards for reporting and display of comprehensive income and its
components. Comprehensive income is net income, plus certain other items that
are recorded directly to shareholders' equity, bypassing net income. The only
items currently applicable to the Company are the unrealized gain or loss on
appreciation or depreciation of investments and the minimum pension liability
adjustment.
The Financial Accounting Standards Board ("FASB") issued SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information," which
establishes standards for reporting information about operating segments and
requires reporting for selected information about operating segments in
financial statements. It also establishes standards for related disclosures
about products and services, geographic areas, and major customers. This
statement is effective for the Company's 1999 fiscal year ending August 28,
1999. Management is in the process of determining the effects on the Company's
financial statements.
The FASB issued SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," which establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. The statement requires that the
Company recognize all derivatives as either assets or liabilities in the balance
sheet and measure those instruments at fair value. As amended by SFAS No. 137,
this statement is effective for all fiscal quarters of fiscal years beginning
after June 15, 2000. Management is in the process of determining the effects on
the Company's financial statements.
5. Prior to December 31, 1998, the Company owned an equity interest in
SavMax Foods, Inc. ("SavMax"), a member-patron. SavMax is an operator of seven
retail grocery stores with retail sales of approximately $110 million per year.
The investment consisted of (a) 10% of the outstanding Series A common stock
with an original cost of $2.5 million and (b) $6.3 million of 8.5% Series B
cumulative redeemable preferred stock. The Company purchased the remaining
common and preferred shares of SavMax as of December 31, 1998, for an aggregate
purchase price of approximately $4.5 million (see note 10). The transaction
also included an ongoing covenant not to compete from a selling shareholder,
termination of the sellers' existing employment and consulting agreements and
the entry into a consulting arrangement with a selling shareholder. The
acquisition has been accounted for as a purchase pursuant to Accounting
Principles Board Opinion No. 16, "Business Combinations." Accordingly, the
consideration has been allocated to the assets and liabilities based on their
relative fair values. The excess of the purchase price over the fair market
value of the net assets was $23.4 million
5
<PAGE>
and was recorded as goodwill. Goodwill is based on SavMax's balance sheet dated
January 2, 1999 and is subject to final determination based on real estate,
leasehold and equipment valuation studies which are not yet complete. The
results of the acquired business have been included in the consolidated
financial statements from the effective date December 31, 1998 through May 29,
1999. Although SavMax has been consolidated, the Company's plans are to sell
its investment to a qualified buyer(s) in the future.
6. In June 1999, the Company executed an Agreement and Plan of Merger with
respect to a proposed merger with United Grocers, Inc., a grocery cooperative
headquartered in Portland, Oregon. The consummation of the merger is
conditioned upon the approval of the agreement by the shareholders of both
entities, approval of the related amendments by the shareholders of the Company,
required filings with regulatory entities, and other customary conditions. It
is a condition to closing of the merger agreement that the Company obtain
financing of the transaction which will require expansion and modification or
replacement of the existing loan agreements. The Company is in the process of
negotiating the terms of the required financing.
7. Prior to March 27, 1999, Grocers Capital Company ("GCC") owned 10% of the
common stock of K.V. Mart Co. ("KV"), of which Company director Darioush Khaledi
is an affiliate. The cost of the investment was approximately $3 million. The
Stock Purchase Agreement contained a provision which allowed KV to repurchase
the shares upon certain terms and conditions. Prior to March 27, 1999, KV
exercised its repurchase rights under the agreement. On March 27, 1999, the
Company, GCC and KV entered into a stock repurchase agreement ("the Agreement").
Pursuant to the Agreement, KV purchased the shares for $4.5 million, payable in
cash and in an interest-bearing note as provided for in the Stock Purchase
Agreement, resulting in a pretax gain of $1.5 million reflected in other income.
Coincident with the transaction, KV entered into a supply agreement with
Certified for a five-year term. The Agreement also provides that for a three
year period commencing as of the date of the Agreement, in the event of (i) a
change of control of KV or (ii) a breach of the supply agreement by KV, KV shall
pay the Company $900,000 or an amount equal to the difference between 10% of the
appraised value of KV as of the approximate date of the Agreement (as prepared
by an independent third party appraisal firm) and $4.5 million, whichever is
greater.
8. Prior to April 5, 1999, the Company subleased a store in Riverside,
California to Jax Apple Market, Inc. ("Jax"), of which former director Willard
R. "Bill" MacAloney is a principal. Mr. MacAloney's term as a director expired
as of the Shareholders' Meeting held February 23, 1999. The Company asserted
that monthly lease and other occupancy-related payments and equipment purchases
related to the Riverside store had not been paid timely by Jax. Jax disputed
the amounts claimed due by the Company.
On April 5, 1999, the Company entered into an agreement with Jax, Mr.
MacAloney and other entities controlled by Mr. MacAloney (collectively, "the
MacAloney entities"). Pursuant to the Agreement, the MacAloney entities paid
the indebtedness due the Company and its affiliates related to the Riverside
store, and the sublease was terminated. In addition, the Company acquired a
right of first refusal to purchase all of the common stock related to
supermarket entities controlled by Mr. MacAloney for a period of five years.
9. On May 28, 1999, Certified and its subsidiary Grocers Specialty Co.
completed an asset purchase with Liberty Richter, Inc. and Hagemeyer Foods
(N.A.), Inc. whereby Certified and Grocers Specialty Co. purchased certain
assets and assumed certain liabilities. The certain net assets were acquired
for a purchase price of $9.0 million, and consisted of certain accounts and
notes receivable, inventory, prepaid expenses, property, plant and equipment,
other assets and accounts payable.
10. Subsequent to the issuance of the Company's quarterly report on Form 10-Q
for the nine months ended May 29, 1999, the Company's management determined to
account for the acquisition of SavMax, as described in Note 5, as a purchase
pursuant to Accounting Principles Board Opinion No. 16 "Business Combinations".
As a result, the financial statements for the nine-month period ended May 29,
1999 have been restated from the amounts previously reported to reflect the
consolidation of SavMax with the Company. This restatement decreased current
assets by $6,500 and increased total assets by $14,000. Shareholder's equity
and net earnings each decreased by $16.
6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
- --------------------------------------------------------------------------------
of Operations
- -------------
General
Subsequent to the end of the quarter, in June 1999, the Company executed an
Agreement and Plan of Merger with respect to a proposed merger with United
Grocers, Inc. ("United"), a grocery cooperative headquartered in Portland,
Oregon. Pursuant to the merger agreement, shareholders of United would exchange
their shares for the Company's Class A Shares and Class B Shares based on an
exchange ratio of 0.228 shares of the Company's stock for each share of United
Common Stock outstanding. Existing Company Class A Shares and Class B Shares
would remain outstanding except that prior to the merger, Class B Shares held by
previously terminated members would be redeemed. Consummation of the merger
agreement is conditioned on the approval of amendments to the Articles of
Incorporation and Bylaws of the Company including amendments to increase the
number of directors of Certified and to modify redemption provisions as they
affect Class A Shares and Class B Shares. The consummation of the merger is
conditioned upon the approval of the agreement by the shareholders of both
entities, approval of the related amendments by the shareholders of the Company,
required filings with regulatory entities, and other customary conditions. It
is a condition to closing of the merger agreement that the Company obtain
financing of the transaction which will require expansion and modification or
replacement of the existing loan agreements. The Company is in the process of
negotiating the terms of the required financing.
Liquidity and Capital Resources
The Company relies upon cash flow from operations, patron deposits,
shareholdings, and borrowings under the Company's credit lines, to finance
operations. Net cash provided by operating activities totaled $14.3 million for
the first thirty-nine weeks of fiscal 1999 (the "1999 period"). Net cash
provided for the 1999 period is primarily due to decreased long-term notes
receivable in the distribution operations, increased accrued liabilities in the
distribution, insurance and SavMax operations, and increased long-term
liabilities in the distribution and SavMax operations. Net cash utilized by
operating activities totaled $21.3 million for the first thirty-nine weeks of
fiscal 1998 (the "1998 period"). At May 29, 1999, working capital was $96.7
million, as compared to $85.8 million at August 29, 1998. The Company's current
ratio was 1.6 to 1 at May 29, 1999 and August 29, 1998. Working capital varies
primarily as a result of seasonal inventory requirements.
Capital expenditures totaled $11.8 million in the first thirty-nine weeks
of fiscal 1999. The 1999 expenditures include purchases of computer equipment,
leasehold improvements, warehouse equipment and retail store equipment.
The Company has $80,000,000 in Senior Notes (the "Senior Notes")
outstanding to certain life insurance companies and pension funds. The Senior
Notes are unsecured, due in April 2008 and bear interest at 7.22% per annum.
The Company also has a $100,000,000 revolving credit facility with a group of
banks (the "Revolving Credit"). The Revolving Credit is unsecured, expires in
April 2003 and bears interest at the bank's base rate or at an adjusted LIBOR
rate plus a margin ranging from 0.375% to 0.90% depending on the Company's
leverage ratio. Both the Senior Notes and the Revolving Credit (the "Credit
Agreements") limit the incurrence of additional funded debt, restrict the
issuance of secured indebtedness and prohibit the payment of dividends (other
than patronage dividends). The Credit Agreements contain various financial
covenants pertaining to working capital, adjusted tangible net worth, funded
debt to EBITDA, funded debt to total capitalization, fixed charge coverage and
similar provisions. Obligations under the Credit Agreements are senior to the
rights of member patrons with respect to deposits and patronage dividend
certificates. GCC's existing $10,000,000 credit agreement also remains in
place.
The Company entered into a five-year interest rate collar agreement during
February 1999 in relation to certain borrowings on its variable rate Revolving
Credit. The collar agreement was put in place without incurring any costs. The
hedge agreement is structured such that the Company pays a variable rate of
interest between 6% (cap rate) and 4.94% (floor rate) based on a notional amount
of $50,000,000. The weighted average interest rate on borrowings on the
revolving credit were 5.96% at May 29, 1999.
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.
7
<PAGE>
Patrons are generally required to maintain subordinated deposits with the
Company and member-patrons purchase Class B Shares to satisfy this requirement,
in whole or in part. 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 fiscal year to 5% of the number of Class B Shares
deemed outstanding at the end of the preceding fiscal year. In fiscal 1998,
this limitation restricted the Company's redemption of shares to 19,300 shares
for $3.4 million. In fiscal 1999, the 5% limitation restricted the Company's
redemption of shares to 19,007 shares for $3.5 million. The number of shares
tendered for redemption at May 29, 1999, totaled 66,022 (or approximately $12.1
million using fiscal 1998 year end book value), which exceeds the amount that
can be redeemed in fiscal 2000. Consequently, the Company estimates that it
will be required to make redemptions in fiscal 2000, 2001, 2002, and 2003. The
redemption price for shares is based upon their book value as of the end of the
year preceding redemption. Cash to fund redemption of shares is provided from
operations, patron deposits, issuance of shares and borrowings under the
Company's credit lines.
Year 2000
The Company has had an active Year 2000 ("Y2K") program since August 1996.
This program includes a detailed review of the Company's software applications,
hardware, and embedded technology. The Company has utilized an outside
consultant to assess the embedded chip technology within its facilities. This
assessment found 95% of the chips to be either already compliant or in the
process of being updated by various vendors.
In 1996, the Company began assessing the application software of the
Company to determine risk of Y2K failure. The assessment process was used to
identify the business applications that would be at risk for potential century
date impact and to prioritize the critical, moderate, and low risk applications
for remediation or replacement. Applications that will be impacted by Y2K are
scheduled for remediation or replacement. The Company is approximately 85%
complete with replacing or remediating business critical applications, 75%
complete with respect to applications that were identified as moderate risk and
50% complete as to low risk applications. The schedules for remediation or
replacement are reviewed monthly by management. With the exception of one
system that is being replaced and will be completed by December 1999, the
Company expects that 100% of all critical and moderate risk applications will be
completed by August 1999.
The Company had decided to replace certain systems that were not Y2K
compliant. The systems being replaced are older systems that would have been
replaced prior to Y2K regardless of the non-compliant issue. The estimated
total cost of the Y2K project, including replacement of the systems, is
approximately $6.8 million. The estimated total cost of the new systems is
approximately $3.1 million, which is being capitalized. The remaining $3.7
million has been or will be expensed. The total amount incurred on the project
through May 29, 1999 was $5.4 million, of which $2.7 million related to the cost
to remediate software, which cost has been expensed, and $2.7 million related to
the replacement of systems including hardware.
The Company has notified its members of the Y2K issues through newsletters,
meetings, and discussions. Certified's Interactive Ordering Program, which
allows retailers to order electronically, and CertiNet, which is a comprehensive
in-store system, are Y2K compliant.
The Y2K project team is also addressing interaction with vendors and the
potential impact of Y2K issues. The Company has completed the upgrade and
implementation of the Y2K compliant version of the Uniform Commercial Standard
("UCS") transactions. The Company is working with UCS vendors to make sure that
processing of orders, invoices, and payments via electronic data interchange
will be Y2K compliant. For those UCS vendors that are not ready for Y2K, the
Company has a contingency plan that converts the vendor's data into Y2K
compliant data before processing through the Company's systems.
8
<PAGE>
Additionally, the Company is a member of the National Grocers Association's
("NGA") Year 2000 Task Force, which was formed to assist retailers in resolving
the Y2K problem in their businesses through the sharing of information. The
objectives of this group are to: (1) identify the hardware and software systems
at risk; (2) communicate with the vendor community and establish definitive
position statements regarding cash systems; and (3) communicate these findings
to NGA members. Many of Certified's members are members of NGA. A
comprehensive report of the findings of the Task Force is available to all
members and vendors that are associated with Certified and the contents thereof
have been discussed at several recent industry meetings. The Company has set up
an electronic bulletin board with information on Y2K issues for its members.
As the Y2K program progresses, the Company will be developing additional
contingency plans. The Company's contingency plans will be intended to address
both remediation of systems and the overall business operating risk.
The Company has not initiated a formal confirmation process with its
members or vendors on their state of readiness for Y2K. However, the Company
has been meeting with its members during the last two years to raise their
awareness of the potential for business interruption due to Y2K. Transactions
with vendors are being reviewed vendor by vendor. The Company has established
contingency plans that will convert member and vendor data into Y2K compliant
data before processing through the Company's systems. Failure of the Company's
members or vendors to be Y2K compliant could have a material adverse impact on
the Company's operations. However, as discussed above, the Company is actively
working with members and vendors to address the Y2K issues.
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:
<TABLE>
<CAPTION>
Thirteen Week Period Thirty-nine Week Period
-------------------- -----------------------
1999 1998 1999 1998
-------------------- -----------------------
<S> <C> <C> <C> <C>
Net sales 100% 100% 100% 100%
Cost of sales 90.6 91.0 90.9 91.1
Distribution, selling and administrative 8.0 7.9 7.6 7.4
Operating income 1.4 1.1 1.5 1.5
Interest expense 0.6 0.7 0.6 0.7
Other income (expense) 0.3 0.7 0.1 0.2
Estimated patronage dividends 0.8 0.1 0.8 0.5
Earnings after dividends, before income taxes
and extraordinary item 0.3 1.0 0.2 0.5
Provision for income taxes 0.1 0.4 0.1 0.2
Earnings before extraordinary item 0.2 0.6 0.1 0.3
Extraordinary item, net of taxes 0.0 0.2 0.0 0.1
Net earnings 0.2 0.4 0.1 0.2
</TABLE>
Thirteen Week Period
Net sales
Net sales totaled $462.6 million for the 1999 period as compared to
$452.3 million in the 1998 period. The sales increase of $10.3 million
represents a 2.3% increase over the 1998 period. The increase in sales is
primarily related to the addition of North State Grocery Company as a member-
patron in October 1998 and increased sales to the ongoing membership base. The
increases in sales were partially offset by the elimination of sales to Hughes
Family Markets, Inc. ("Hughes"), and Nob Hill General Store Inc. ("Nob Hill").
Hughes and Nob Hill were acquired by entities that have self-distribution
programs.
9
<PAGE>
Cost of sales
In the 1999 period cost of sales were $419.1 million (90.6% of net
sales) compared to $411.4 million (91.0% of net sales) in the 1998 period. The
overall gross margin as a percentage of net sales is slightly higher compared to
the comparable period in 1998. The increase in gross margin is due to
additional gross margin from retail sales generated by SavMax, which Certified
acquired in December 1998. The increased margins were partially offset by
increased claims expense of $0.8 million in one of Certified's insurance
subsidiaries and lower margins in the cooperative divisions.
Distribution, selling and administrative
Distribution, selling and administrative expenses were $36.9 million
(or 8.0% of net sales) in the 1999 period, as compared to $36.0 million (or 7.9%
of net sales) in the 1998 period. The increase is due to additional costs of
$5.7 million related to retail operations of SavMax. These costs were partially
offset by efficiency improvements in warehouse and delivery expenses in the 1999
period, and nonrecurring charges relating to a settlement of litigation that
occurred in the 1998 period.
Interest
Interest expense of $3.0 million (0.6% of net sales) in the 1999
period is comparable to the 1998 period which was $2.9 million (0.7% of net
sales). Borrowings under the Company's Credit Agreements were higher during the
1999 period as compared to the 1998 period. The impact of the higher borrowings
was offset by decreased interest rates in the 1999 period compared to the 1998
period due to the refinancing which was completed in April 1998.
Other income (expense)
During the 1999 period, the Company sold its 10% investment in common
stock of KV for $4.5 million. The sale resulted in a pretax gain of $1.5
million. Other income in the 1998 period was $3.3 million. In May 1998, the
Company completed the sale of approximately 24 acres of property located in
Commerce, California. This sale resulted in a gain (net of expenses related to
the sale) of $3.2 million. Additionally, GCC periodically sells loans in its
portfolio to a third party. These loan sales resulted in a net gain of $147,000
in the 1998 period.
Estimated patronage dividends
Estimated patronage dividends totaled $3.5 million for the 1999 period
as compared to $0.6 million for the 1998 period. The increase is due to
efficiency improvements in warehouse and delivery expenses in the cooperative
divisions in the 1999 period, and nonrecurring charges relating to a settlement
of litigation that occurred in the 1998 period as discussed above.
Extraordinary item
The extraordinary loss of $1.08 million, net of taxes, in the 1998
period is related to the early extinguishment of debt in connection with a
$180.0 million refinancing transaction. This charge covers prepayment premiums
paid and the write-off of financing costs relating to debt refinanced in the
transaction.
Net earnings
Net earnings for the 1999 period were $1.0 million compared to net
earnings of $1.8 million for the 1998 period. Net earnings are generated by the
Company's subsidiaries and nonpatronage activities, which do not distribute
patronage dividends.
Thirty-nine Week Period
Net sales
Net sales totaled $1.38 billion for the 1999 period and $1.4 billion
in the 1998 period. The sales decrease of $19.7 million represents a 1.4%
decrease over the 1998 period. Hughes Markets and Nob Hill Markets were
acquired by entities that have self-distribution programs; accordingly, product
supply to the Hughes and Nob Hill stores migrated into the corresponding self-
distribution facilities in the period between March 1998 through November 1998.
The $81.3 million sales volume lost as a result of the Hughes and Nob Hill
transactions has been
10
<PAGE>
partially offset by $24.8 million from the addition of North State Grocery
Company as a member-patron in October 1998 and increased sales to the ongoing
membership base.
Cost of sales
In the 1999 period cost of sales were $1.3 billion, or 90.9% of net
sales, compared to $1.3 billion, or 91.1% of net sales, in the 1998 period. The
overall gross margin as a percentage of net sales is slightly higher compared to
the comparable period in 1998. The increase in gross margin is due to
additional gross margin from retail sales generated by SavMax, which Certified
acquired in December 1998. The increased margins were partially offset by
increased claims expense of $4.0 million in one of Certified's insurance
subsidiaries and lower margins in the cooperative divisions.
Distribution, selling and administrative
Distribution, selling and administrative expenses were $104.4 million,
or 7.6% of net sales in the 1999 period, as compared to $103.7 million, or 7.4%
of net sales, in the 1998 period. The increase is due to additional costs of
$9.3 million related to retail operations of SavMax. These costs were partially
offset by efficiency improvements in warehouse and delivery expenses in the 1999
period, and nonrecurring charges relating to a settlement of litigation that
occurred in the 1998 period.
Interest
Interest expense decreased from $9.4 million, or 0.7% of net sales, in
the 1998 period to $8.8 million, or 0.6% of net sales, in the 1999 period. The
decrease is due to lower interest rates associated with the $180.0 million
refinancing completed in April 1998. Interest rates related to the senior notes
and revolving credit in the 1998 period were 8.29% and 6.91% in the 1999 period.
Other income (expense)
During the 1999 period, the Company sold its 10% investment in common
stock of KV for $4.5 million. The sale resulted in a pretax gain of $1.5
million. Other income in the 1998 period was $3.3 million. In May 1998, the
Company completed the sale of approximately 24 acres of property located in
Commerce, California. This sale resulted in a gain (net of expenses related to
the sale) of $3.2 million. Additionally, GCC periodically sells loans in its
portfolio to a third party. These loan sales resulted in a net gain of $147,000
in the 1998 period.
Estimated patronage dividends
Estimated patronage dividends totaled $10.6 million for the 1999
period as compared to $8.0 million for the 1998 period. The increase is due to
lower distribution, selling and administrative expenses, and interest expense,
offset by lower gross margins.
Net earnings
Net earnings for the 1999 period were $1.93 million compared to $3.0
million for the 1998 period. Net earnings are generated by the Company's
subsidiaries and nonpatronage activities, which do not distribute patronage
dividends.
11
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27. Financial Data Schedule.
(b) Reports on Form 8-K
None.
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 the
undersigned, thereunto duly authorized.
Certified Grocers of California, Ltd.
-------------------------------------
(Registrant)
Dated: September 10, 1999 By ALFRED A. PLAMANN
----------------------------
Alfred A. Plamann
President and
Chief Executive Officer
By RICHARD J. MARTIN
----------------------------
Richard J. Martin
Senior Vice President --
Finance & Administration
and Chief Financial Officer
13
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<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> AUG-28-1999
<PERIOD-START> AUG-30-1998
<PERIOD-END> MAY-29-1999
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