SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 January 1, 2000
---------------------------------------
AND
[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the Transition Period from August 29, 1999 to October 2, 1999
Commission file number 0-10815
- --------------------------------------------------------------------------------
Unified Western Grocers, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 95-0615250
- --------------------------------------------------------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5200 Sheila Street, Commerce, CA 90040
- -----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (323) 264-5200
-----------------------------
Former Fiscal Year Ended August 28, 1999
- --------------------------------------------------------------------------------
(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. Outstanding Shares as of
January 1, 2000:
Class A Shares 64,300
Class B Shares 393,662
Class C Shares 24
Exhibit Index on page 18
1
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
- -----------------------------
<TABLE>
UNIFIED WESTERN GROCERS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(dollars in thousands)
<CAPTION>
(Audited) (Unaudited) (Unaudited)
August 28, October 2, January 1,
1999 1999 2000
--------------------------------------------------------
<S> <C> <C> <C>
ASSETS
Current:
Cash and cash equivalents $8,027 $17,057 $40,369
Accounts and notes receivable 108,786 189,379 177,488
Inventories 150,800 228,997 219,415
Other current assets 5,544 11,352 11,889
Deferred taxes 4,286 7,005 7,005
--------------------------------------------------------
Total current assets 277,443 453,790 456,166
Properties, net 79,231 119,574 123,060
Investments 35,017 40,479 40,334
Notes receivable 13,914 45,426 45,371
Goodwill, net 25,126 54,297 53,962
Other assets 20,404 38,337 38,541
--------------------------------------------------------
TOTAL ASSETS $451,135 $751,903 $757,434
========================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current:
Accounts payable $102,172 $170,711 $145,732
Accrued liabilities 54,536 82,881 77,928
Notes payable 6,623 7,605 10,096
Patrons' excess deposits and estimated patronage dividends 16,091 13,026 14,030
--------------------------------------------------------
Total current liabilities 179,422 274,223 247,786
Notes payable, due after one year 143,727 291,261 323,755
Long-term liabilities, other 29,393 53,336 54,779
Patrons' deposits and certificates:
Patrons' required deposits 12,450 22,325 24,058
Subordinated patronage dividend certificates 5,986 5,986 5,986
Shareholders' equity:
Class A Shares 5,669 10,398 10,320
Class B Shares 57,833 70,591 70,233
Additional paid in capital 18,095 18,095
Retained earnings 17,160 6,247 3,040
Accumulated other comprehensive losses (505) (559) (618)
--------------------------------------------------------
Total shareholders' equity 80,157 104,772 101,070
--------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $451,135 $751,903 $757,434
========================================================
The accompanying notes are an integral part of these statements.
</TABLE>
2
<PAGE>
<TABLE>
UNIFIED WESTERN GROCERS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF LOSSES/EARNINGS AND COMPREHENSIVE LOSSES/EARNINGS
(UNAUDITED)
(dollars in thousands)
<CAPTION>
5 Weeks Ended 13 Weeks Ended
------------------------------------------------------------
October 2, November 28, January 1,
1999 1998 2000
------------------------------------------------------------
<S> <C> <C> <C>
Net sales $211,633 $462,141 $819,415
------------------------------------------------------------
Costs and expenses:
Cost of sales 192,323 420,574 735,649
Distribution, selling and administrative 20,459 34,655 77,611
------------------------------------------------------------
Operating (loss) income (1,149) 6,912 6,155
Interest expense 1,495 2,856 7,205
Other expense 7,218
(Losses) earnings before estimated patronage
dividends and (benefit) provision for income taxes (9,862) 4,056 (1,050)
Estimated patronage dividends 0 3,263 2,728
------------------------------------------------------------
(Losses) earnings before (benefit) provision for
income taxes (9,862) 793 (3,778)
(Benefit) provision for income taxes (2,593) 250 (948)
------------------------------------------------------------
Net (losses) earnings $(7,269) $ 543 $(2,830)
============================================================
Other comprehensive (losses) earnings, net of
income tax:
Unrealized holding (losses) gains (54) 196 (59)
------------------------------------------------------------
Comprehensive (losses) earnings $(7,323) $739 $(2,889)
============================================================
The accompanying notes are an integral part of these statements.
</TABLE>
3
<PAGE>
<TABLE>
UNIFIED WESTERN GROCERS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE FIVE WEEKS ENDED OCTOBER 2, 1999 AND
THIRTEEN WEEKS ENDED NOVEMBER 28, 1998 AND JANUARY 1, 2000
(dollars in thousands)
<CAPTION>
FIVE WEEKS THIRTEEN WEEKS ENDED
ENDED
----------------------------------------------------
October 2, November 28, January 1,
1999 1998 2000
----------------------------------------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net (losses) earnings $(7,269) $543 $(2,830)
----------------------------------------------------
Adjustments to reconcile net (losses) earnings to net
cash utilized by operating activities:
Depreciation and amortization 2,478 3,864 7,458
(Gain) loss on disposal of properties (32) (17) 105
Changes in operating assets and liabilities:
Accounts and notes receivable (17,173) (12,496) 11,891
Inventories (5,804) (4,923) 9,582
Prepaid expenses 1,554 245 (537)
Notes receivable (700) (58) 55
Accounts payable 8,517 (9,420) (23,503)
Accrued liabilities 9,155 6,869 (4,953)
Patrons' excess deposits and estimated
patronage dividends (3,065) 2,953 1,004
Long-term liabilities, other 6,458 936 1,443
----------------------------------------------------
Net cash utilized by operating activities (5,881) (11,504) (285)
----------------------------------------------------
Cash flows from investing activities:
Purchase of properties (1,141) (2,770) (8,642)
Proceeds from sales of properties 81 17 82
Increase in other assets (4,473) (795) (3,834)
Investment in securities, net 200 18 86
Acquisition of net assets from United Grocers, Inc. (see 7,134
Note 7)
Proceeds from sale of notes receivable 2,652
----------------------------------------------------
Net cash provided (utilized) by investing activities 1,801 ( 878) (12,308)
----------------------------------------------------
Cash flows from financing activities:
Additions to long-term notes payable 114,000 18,000 37,700
Reduction of long-term notes payable (86,098) (363)
Additions to short-term notes payable 109
Reduction of short-term notes payable (3,010) (181) (2,352)
Increase in members' required deposits 1,230 1,103 1,375
Repurchase of shares from members (13,177) (183) (493)
Issuance of shares to members 56 255 38
----------------------------------------------------
Net cash provided by financing activities 13,110 18,994 35,905
----------------------------------------------------
Net increase in cash and cash equivalents 9,030 6,612 23,312
Cash and cash equivalents at beginning of year 8,027 4,105 17,057
----------------------------------------------------
Cash and cash equivalents at end of period $17,057 $10,717 $40,369
====================================================
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $2,426 $2,938 $4,112
Income taxes 90
The accompanying notes are an integral part of these statements.
4
</TABLE>
<PAGE>
UNIFIED WESTERN GROCERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. The consolidated condensed financial statements include the accounts of
Unified Western Grocers, Inc. 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, 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.
The accompanying consolidated condensed 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.
2. On September 27, 1999, the shareholders of Unified Western Grocers, Inc.
(formerly Certified Grocers of California, Ltd.) and United Grocers, Inc.
("United") (a grocery cooperative headquartered in Portland, Oregon) approved a
merger agreement in which United merged with a wholly owned subsidiary of
Certified (the "Acquisition Subsidiary"). The merger became effective on
September 29, 1999. In connection with the merger, Certified Grocers of
California, Ltd. changed its name to Unified Western Grocers, Inc. (the
"Company" or "Unified"). The Acquisition Subsidiary was merged into Unified
effective February 11, 2000. United's financial information is contained herein
for the period September 30, 1999 through October 2, 1999 and for the thirteen
week period ended January 1, 2000.
Effective September 27, 1999, the Company changed its fiscal year end
from the Saturday nearest August 31 to the Saturday nearest September 30. The
financial statements for the thirteen weeks ended November 28, 1999 are most
nearly comparable to the thirteen weeks ended January 1, 2000 of the Company's
newly adopted fiscal year. The Company has elected not to recast data for the
thirteen weeks ended November 28, 1998 since it is not practicable and since the
comparability of information or trends reflected is not deemed impaired.
As a result of the merger, Unified now serves a broader geographic
region. The Company serves independent supermarket operators in California,
Oregon, western Washington, western Idaho, Nevada, Arizona, Hawaii, and various
countries in the South Pacific and elsewhere as a wholesale grocery cooperative.
In addition to offering a complete line of food and general merchandise
products, Unified also provides finance, insurance, store design and real estate
services to its patrons.
5
<PAGE>
The merger of Unified and United was accounted for as a purchase
pursuant to Accounting Principles Board Opinion No. 16, "Business Combinations."
Accordingly, the consideration was allocated to the assets acquired and
liabilities assumed based on their relative estimated fair values. The excess of
the purchase price over the fair value of the net assets acquired was $29.2
million and was recorded as goodwill. Goodwill is being amortized over forty
years. The following summarizes the preliminary estimated fair value of assets
acquired and liabilities assumed based on United's balance sheet as of September
29, 1999.
(dollars in thousands)
Current assets $151,305
Equipment and leasehold improvements, net 40,709
Other 45,457
-----------------------
Total assets 237,471
-----------------------
Accounts payable 58,546
Other liabilities 36,675
Notes payable 123,050
-----------------------
Total liabilities 218,271
-----------------------
Net 19,200
Total investment common and preferred stock 48,433
-----------------------
Goodwill $29,233
-----------------------
3. On December 31, 1998, the Company purchased the additional shares of
common and preferred stock it did not already own which gave the Company a 100%
ownership of SavMax Foods, Inc. ("SavMax"), a member-patron with seven retail
grocery stores in northern California. Sales on an annual basis are
approximately $118 million for the stores acquired on December 31, 1998. The
acquisition was accounted for as a purchase pursuant to APB Opinion No. 16,
"Business Combinations." Consideration was allocated to the assets acquired and
liabilities assumed based on their relative fair values. The excess of the
purchase price over the fair value of the net assets acquired was $23.4 million
and was recorded as goodwill. Goodwill is being amortized over forty years. The
results of the acquired business have been included in the consolidated
financial statements from December 31, 1998. Although SavMax has been
consolidated, the Company continues to intend to sell its investment in SavMax.
4. The accompanying consolidated statements of earnings do not include any
revenues or expenses related to United prior to September 30, 1999 and SavMax
prior to December 31, 1998. The following unaudited consolidated pro forma
information utilizes the unaudited information for the Company, United, and
SavMax for the thirteen week period ended November 28, 1998. The pro forma
information below presents the Company's operating results assuming the
acquisitions had taken place on August 30, 1998.
For the thirteen weeks
ended November 28, 1998
-----------------------
(dollars in thousands)
Sales $755,071
Loss before patronage dividends and
provision for income taxes $(3,556)
Net loss $(6,345)
These unaudited pro forma results have been prepared for comparative
purposes only and do not purport to be indicative of the results of operations
which would have actually resulted had the acquisitions been in effect on August
30, 1998, or of future results of operations.
5. In May, 1999, Unified entered into an agreement with Albertson's, Inc.
to purchase certain assets related to 32 stores being sold as a result of a
required divestiture of stores associated with Albertson's, Inc's. merger with
American Stores, Inc. The acquisition of the retail stores was completed in
October, 1999. Unified sold or otherwise permitted the direct transfer of a
total of 26 of the stores to Unified members coincident with the closing of the
transaction. Unified was required to retain and
6
<PAGE>
operate the remaining six stores until it locates a buyer(s) for the stores. If
no suitable buyers are available, any under-performing stores will be closed
after meeting certain conditions of sale. Unified has provided some members with
financing support in connection with this transaction. Financing support is
provided on a member by member basis. In addition, Unified has provided credit
enhancement with respect to certain of the leases involved in the transaction in
the form of guarantees or as a sublessor/sublessee.
6. Based on information monitored by the Company's operating decision
makers to manage the business, the Company has identified one reportable
segment. Wholesale distribution includes the results of operations from the sale
of food and general merchandise items to independent supermarket operators, both
members and non-members, and sales to company-owned retail stores. The "all
other" category includes the aggregation of retail sales, finance, insurance and
other services provided to a common customer base, none of which individually
meets the quantitative thresholds of a reportable segment.
Information about the Company's operations by segment is as follows:
<TABLE>
<CAPTION>
5 Weeks 13 Weeks Ended
Ended
October 2, November 28, January 1,
1999 1998 2000
--------------------------------------------------
(dollars in thousands)
<S> <C> <C> <C>
Net sales
Wholesale distribution $208,279 $456,142 $785,518
All other 12,969 9,098 69,656
Intersegment elimination (9,615) (3,099) (35,759)
--------------------------------------------------
Total net sales $211,633 $462,141 $819,415
--------------------------------------------------
Operating (loss) income
Wholesale distribution $(499) $6,330 $10,352
All other (650) 582 (4,197)
--------------------------------------------------
Total operating (loss) income (1,149) 6,912 6,155
Interest expense 1,495 2,856 7,205
Other expense 7,218
Estimated patronage dividends 3,263 2,728
--------------------------------------------------
(Loss) earnings before provision for income taxes (9,862) $793 (3,778)
--------------------------------------------------
Depreciation and amortization
Wholesale distribution $2,328 $3,784 $6,861
All other 150 80 597
--------------------------------------------------
Total depreciation and amortization $2,478 $3,864 $7,458
--------------------------------------------------
Capital expenditures
Wholesale distribution $40,561 $2,481 $3,222
All other 1,289 289 5,420
--------------------------------------------------
Total capital expenditures $41,850 $2,770 $8,642
--------------------------------------------------
Identifiable assets
Wholesale distribution $616,701 $333,388 $613,999
All other 135,202 76,900 143,435
--------------------------------------------------
Total identifiable assets $751,903 $410,288 $757,434
--------------------------------------------------
</TABLE>
7
<PAGE>
7. Supplemental disclosure of cash flow information:
<TABLE>
<CAPTION>
September 29,
Acquisition of net assets of United Grocers, Inc. 1999
- ----------------------------------------------------------------------------------------
(dollars in
thousands)
<S> <C> <C>
Working capital, other than cash $(62,814)
Property, plant, and equipment (40,709)
Notes receivable and other long-term assets (45,457)
Goodwill (29,233)
Long-term notes payable 119,429
Long-term liabilities, other 17,485
-------------
$(41,299)
Total equity investment in United Grocers, Inc. 48,433
-------------
Net cash effect due to acquisition of net assets of United Grocers, Inc. $7,134
=============
</TABLE>
8
<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,
shareholdings, and borrowings under the Company's credit lines, to finance
operations. Net cash utilized by operating activities totaled $0.3 million for
the first thirteen weeks of fiscal 2000 (the "2000 period"), as compared to
$11.5 million utilized by operations for the first thirteen weeks of fiscal 1999
(the "1999 period"). Net cash utilized for the 2000 period is primarily due to
decreased accounts payable and accrued liabilities in the distribution
operations. At January 1, 2000, working capital was $208.4 million, as compared
to $98.0 million at August 28, 1999, and the Company's current ratio was 1.8 to
1 at January 1, 2000 and 1.5 to 1 at fiscal 1999 year end. Working capital
varies primarily as a result of seasonal inventory requirements.
Capital expenditures totaled $8.6 million in the first thirteen weeks of
fiscal 2000. The fiscal 2000 expenditures include purchases of computer
equipment, leasehold improvements and warehouse equipment.
The Company refinanced its existing institutional and bank indebtedness
in connection with the acquisition of United Grocers, Inc. The Company entered
into a five-year $200 million revolving credit facility secured by accounts
receivable and inventories. Borrowings bear interest at either LIBOR plus an
applicable margin based on a funded debt to operating cash flow ratio or the
higher of the lender's base rate or 0.50% above the lender's federal funds
borrowing rate. The new revolving credit facility permits advances up to 85% of
eligible accounts receivable and 65% of eligible inventories. The security
interest would be released if Unified achieves designated investment grade
ratings for a period of not less than one year.
Pursuant to new term credit agreements with existing term lenders,
Unified collateralized its existing $80 million of 7.22% senior unsecured notes
due 2008 with buildings and equipment and issued $40 million of new ten-year
senior secured notes. The interest rate on the existing $80 million senior notes
increased by 0.50% and the senior mortgage notes bear interest at 8.71%. The
interest rate increase on the existing $80 million senior notes and the
securitization of both notes could be eliminated if Unified achieves designated
investment grade ratings for a period of not less than one year.
The new credit agreements contain customary representations, warranties,
covenants and default provisions for financing of this type.
The merger with United was effective September 29, 1999. United's final
audited results for its fiscal year ended September 29, 1999 reported a net loss
of $17.6 million. The loss was in part due to substantially reduced margins
realized in the fourth quarter of fiscal 1999, which lower margins carried over
into the first quarter of fiscal 2000 and are expected to impact the second
quarter. The Company believes margins will begin to return to anticipated levels
in the third quarter. The losses were also attributable in part to United
subsidiary operations, including retail, which likewise may continue to reflect
losses in the second quarter.
At January 1, 2000, the Company had $7.9 million in deferred tax assets
related to net operating loss carryforwards that expire in various years through
2019. For financial reporting purposes, a valuation allowance of $5.5 million is
offset against the net operating loss carryforward asset since the entire asset
is not expected to be realized before expiration. The valuation allowance is
primarily related to SavMax. The total valuation allowance is $6.4 million. The
remaining balance of the net deferred tax asset should be realized through
future operating results, the reversal of taxable temporary differences, and tax
planning strategies.
Unified 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. Dairy patronage dividends were paid in cash in the
periods required. Patrons are generally required to maintain cash
9
<PAGE>
subordinated deposits with Unified and member-patrons may purchase (or acquire
as patronage dividends) Class B Shares to apply against this requirement. In the
merger, former United members were provided the opportunity to build the minimum
subordinated deposit over time, provided that they agree to assign 80% of
patronage dividends received for this purpose and maintain a supply agreement
with Unified until the minimum deposit condition is satisfied. Upon termination
of patron status, the withdrawing patron will be entitled to recover deposits in
excess of its obligations to Unified 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. With certain exceptions, Unified's current
redemption policy limits the Class B Shares that Unified 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. For fiscal 2000, this limitation has been
exceeded by purchases in connection with the merger described below. In
connection with the merger, Unified redeemed 71,310 Class B Shares of
discontinued members for a total consideration before set-offs of $13.4 million.
As described in the Form 10-K, Unified is not obligated to repurchase Class B
Shares of terminated members until after September 27, 2002. Other limitations
on repurchase are described in the most recent Form 10-K.
The Company's ability to redeem or repurchase shares is dependent in
part upon the existence of retained earnings in excess of the repurchase
obligation immediately prior to any repurchase. The reduction of retained
earnings due to the losses recorded by the former United and by operating losses
in the Company's subsidiary operations and cooperative division will negatively
impact the Company's ability to repurchase or redeem shares. The Company's
ability to repurchase and redeem shares in the future will be dependent on its
ability to realize and maintain levels of retained earnings which permit
purchases of shares from time to time as contemplated by the Bylaws. Credit
agreements also restrict repurchase of shares and all purchases will be subject
to limitations of existing credit agreements, the Articles and Bylaws and
applicable laws.
Year 2000
The Company experienced no significant difficulties with its software
applications or hardware systems during the calendar change to the year 2000.
The Company was not impacted by any significant product supply or customer
delivery delays associated with the year 2000 calendar change.
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>
For the Five For the Thirteen Weeks
Weeks Ended Ended
October 2, November 28, January 1,
1999 1998 2000
---------------------------------------------
<S> <C> <C> <C>
Net sales 100% 100% 100%
Cost of sales 90.9 91.0 89.8
Distribution, selling and administrative 9.6 7.5 9.5
Operating (loss) income (0.5) 1.5 0.7
Interest expense 0.7 0.6 0.9
Other expense 3.4 0.0 0.0
Estimated patronage dividends 0.0 0.7 0.3
(Losses) earnings before (benefit) provision for (4.6) 0.2 (0.5)
income taxes
(Benefit) provision for income taxes (1.2) 0.1 (0.1)
Net (losses) earnings (3.4) 0.1 (0.4)
</TABLE>
10
<PAGE>
Thirteen Week Period
Net sales
Net sales totaled $819.4 million for the 2000 period as compared to
$462.1 million for the 1999 period. The sales increase of $357.3 million
represents a 77.3% increase over the 1999 period. The increase in sales is
primarily related to the merger with United (approximately $263.1 million), the
consolidation of SavMax ($28.8 million), the purchase of the operating assets of
Gourmet Specialties, a northern California specialty foods distributor ($13.8
million), and additional wholesale supply volume to 32 stores which certain
member retailers and the Company acquired as a result of a required divestiture
of stores associated with Albertson's Inc. merger with American Stores, Inc.
($32.1 million).
Cost of sales
In the 2000 period, cost of sales were $735.6 million (89.8% of net
sales) compared to $420.6 million (91.0% of net sales) in the 1999 period. The
overall gross margin as a percentage of net sales is 1.2% higher compared to the
comparable period in 1999. The increase in gross margin is due in part to an
increase in retail sales which have higher gross margins than distribution
activities, and to an increase in higher margin sales from Gourmet Specialties,
offset by lower overall margins contributed by the former United operations.
Distribution, selling and administrative
Distribution, selling and administrative expenses were $77.6 million (or
9.5% of net sales) in the 2000 period, as compared to $34.7 million (or 7.5% of
net sales) in the 1999 period. The increase is due to higher operating costs for
Unified's expanding retail operations (1.3%) and higher warehousing and
distribution costs (0.3%).
Interest
Interest expense was $7.2 million (0.9% of net sales) in the 2000 period
as compared to $2.9 million (0.6% of net sales) in the 1999 period. Borrowings
under the Company's Credit Agreements were higher during the 2000 period as
compared to the 1999 period as a result of the financing required by the merger
with United. The Company has also experienced higher interest rates in the 2000
period compared to the 1999 period.
Estimated patronage dividends
Estimated patronage dividends totaled $2.7 million for the 2000 period
as compared to $3.3 million for the 1999 period. The decrease is due to the
lower margins in the former United operations and higher distribution costs and
higher interest expenses as a percentage of net sales as described above. The
estimated patronage earnings for fiscal 2000 is comprised of the interim
patronage earnings from the Company's two patronage pools: the cooperative and
dairy divisions. For the 2000 period, the Company had an interim patronage loss
of $0.4 million for the cooperative division and patronage earnings of $3.1
million from the dairy division.
Net (loss) earnings
Net loss for the 2000 period was $2.8 million compared to net earnings
of $0.5 million for the 1999 period. The losses resulted primarily from
Unified's retail operations ($3.7 million). This was predominately due to
start-up costs and initial operating losses from the stores operated by the
Company as a result of its store acquisitions from Albertson's, along with
losses of the retail operations of the former United. Net earnings/losses are
generated by the Company's subsidiaries and nonpatronage activities, which do
not distribute patronage dividends. The Company intends to sell or close
unprofitable retail operations and is evaluating under-performing subsidiary
operations.
Five Week Transition Period Ended October 2, 1999
The five week transition period resulting from the change in the
Company's fiscal year-end includes the operating activities of Unified for the
five week period ended October 2, 1999 and the operating activities of United
for the three day period between the effective date of the merger,
11
<PAGE>
September 29, 1999 and October 2, 1999. The operating results for the five week
transition period was a pretax loss of $9.9 million. Transition activities
accounted for $8.2 million of the loss. The primary components of the transition
activities included: an early retirement plan for employees of Unified totaling
$6.3 million (included in other expense), the write-off of United's deferred
financing costs of $0.7 million, and integration consulting costs of $0.3
million. The combined operations of the merged company experienced a pretax loss
of $1.7 million during the five week period.
12
<PAGE>
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
- --------------------------------------------------------------------
Unified has only limited involvement with derivative financial instruments and
does not use them for trading purposes. They are used to manage well-defined
interest rate risks. Unified entered into a five-year interest rate collar
agreement in February 1999 in relation to certain borrowings on its variable
rate revolving credit. The collar agreement was put in place without incurring a
fee with respect to the collar transaction. The hedge agreement is structured
such that Unified 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, prior to lender's margin, on borrowings on the revolving
credit was 6.23% at January 1, 2000.
13
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of the Security Holders.
- ----------------------------------------------------------------
(a) Date of Meeting: September 27, 1999
<TABLE>
<CAPTION>
(b) Matters Voted Upon For Against Abstain
<S> <C> <C> <C>
(i) Approval and Adoption of Agreement and Plan
of Merger
Class A 39,200 600 400
Class B 289,336 2,215 863
Class C 15 0 0
(ii) Approval to Amendments to the Articles of
Incorporation and Bylaws
Class A 38,900 600 700
Class B 289,336 2,215 863
Class C 15 0 0
</TABLE>
Item 5. Other Information.
- --------------------------
On September 27, 1999, the shareholders of Unified Western Grocers, Inc.
(formerly Certified Grocers of California, Ltd.) and United Grocers, Inc.
("United") approved a merger agreement in which United merged with a wholly
owned subsidiary of Certified (the "Acquisition Subsidiary"). The merger became
effective on September 29, 1999. The Acquisition Subsidiary was merged into
Unified effective February 11, 2000.
14
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
- -----------------------------------------
(a) Exhibits
4.23 Copy of indenture dated as of February 1, 1978, between
the Registrant (as successor to United Grocers, Inc.) and
United States National Bank of Oregon, as trustee,
relating to the Registrant's Capital Investment Notes
(incorporated by reference to Exhibit 4-I to United
Grocers, Inc.'s Registration Statement on Form S-1, No.
2-60488).
4.24 Copy of supplemental indenture dated as of January 27,
1989, between the Registrant (as successor to United
Grocers, Inc.) and United States National Bank of Oregon,
as trustee, relating to the Registrant's Series F 5%
Subordinated Redeemable Capital Investment Notes
(incorporated by reference to Exhibit 4-G to the United
Grocers, Inc. Form 10-K for the fiscal year ended
September 30, 1989).
4.25 Copy of supplemental indenture dated as of January 22,
1991, between the Registrant (as successor to United
Grocers, Inc.) and United States National Bank of Oregon,
as trustee, relating to the Registrant's Series G 5%
Subordinated Redeemable Capital Investment Notes
(incorporated by reference to Exhibit 4-D to the United
Grocers, Inc. Registration Statement on Form S-2, No.
33-38617).
4.26 Copy of supplemental indenture dated as of July 6, 1992,
between the Registrant (as successor to United Grocers,
Inc.) and United States National Bank of Oregon, as
trustee, relating to the Registrant's Series H 5%
Subordinated Redeemable Capital Investment Notes
(incorporated by reference to Exhibit 4-C to the United
Grocers, Inc. Registration Statement on Form S-2, No.
33-49450).
4.27 Copy of supplemental indenture dated as of January 9,
1995, between the Registrant (as successor to United
Grocers, Inc.) and First Bank National Association, as
trustee, relating to the Registrant's Series J 5%
Subordinated Redeemable Capital Investment Notes
(incorporated by reference to Exhibit 4-C to the United
Grocers, Inc. Registration Statement on Form S-2, No.
33-57199).
4.28 Copy of supplemental indenture dated as of January 21,
1997, between the Registrant (as successor to United
Grocers, Inc.) and First Bank National Association, as
successor trustee, relating to the Registrant's Series K
5% Subordinated Redeemable Capital Investment Notes
(incorporated by reference to Exhibit 4-C to the United
Grocers, Inc. Registration Statement on Form S-2, No.
333-26285).
4.29 Copy of supplemental indenture dated as of February 11,
2000 between the Registrant, United Grocers, Inc. and
State Street Bank and Trust Company (as successor
trustee).
27 Financial Data Schedules
(b) Reports on Form 8-K
Form 8-K dated October 13, 1999 filed October 13, 1999 reporting on
Items 2, 5, and 7 (incorporating financial statements of United and Proforma
Financial Information as contained in the Company's Registration Statement on
Form S-4 filed August 26, 1999 (File No. 333-85917).
15
<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.
Dated: March 2, 2000
Unified Western Grocers, Inc.
-----------------------------
(Registrant)
By /s/ Alfred A. Plamann
________________________
Alfred A. Plamann
President and
Chief Executive Officer
By /s/ Richard J. Martin
________________________
Richard J. Martin
Executive Vice President,
Finance & Administration
and Chief Financial Officer
By /s/ William O. Cote
________________________
William O. Cote
Vice President, Controller
16
<PAGE>
EXHIBIT INDEX
- --------------------------------------------------------------------------------
Exhibit Page
- ------- ----
4.23 Copy of indenture dated as of February 1, 1978, between the
Registrant (as successor to United Grocers, Inc.) and United
States National Bank of Oregon, as trustee, relating to the
Registrant's Capital Investment Notes (incorporated by
reference to Exhibit 4-I to United Grocers, Inc.'s
Registration Statement on Form S-1, No. 2-60488).
4.24 Copy of supplemental indenture dated as of January 27, 1989,
between the Registrant (as successor to United Grocers, Inc.)
and United States National Bank of Oregon, as trustee,
relating to the Registrant's Series F 5% Subordinated
Redeemable Capital Investment Notes (incorporated by reference
to Exhibit 4-G to the United Grocers, Inc. Form 10-K for the
fiscal year ended September 30, 1989).
4.25 Copy of supplemental indenture dated as of January 22, 1991,
between the Registrant (as successor to United Grocers, Inc.)
and United States National Bank of Oregon, as trustee,
relating to the Registrant's Series G 5% Subordinated
Redeemable Capital Investment Notes (incorporated by reference
to Exhibit 4-D to the United Grocers, Inc. Registration
Statement on Form S-2, No. 33-38617).
4.26 Copy of supplemental indenture dated as of July 6, 1992,
between the Registrant (as successor to United Grocers, Inc.)
and United States National Bank of Oregon, as trustee,
relating to the Registrant's Series H 5% Subordinated
Redeemable Capital Investment Notes (incorporated by reference
to Exhibit 4-C to the United Grocers, Inc. Registration
Statement on Form S-2, No. 33-49450).
4.27 Copy of supplemental indenture dated as of January 9, 1995,
between the Registrant (as successor to United Grocers, Inc.)
and First Bank National Association, as trustee, relating to
the Registrant's Series J 5% Subordinated Redeemable Capital
Investment Notes (incorporated by reference to Exhibit 4-C to
the United Grocers, Inc. Registration Statement on Form S-2,
No. 33-57199).
4.28 Copy of supplemental indenture dated as of January 21, 1997,
between the Registrant (as successor to United Grocers, Inc.)
and First Bank National Association, as successor trustee,
relating to the Registrant's Series K 5% Subordinated
Redeemable Capital Investment Notes (incorporated by reference
to Exhibit 4-C to the United Grocers, Inc. Registration
Statement on Form S-2, No. 333-26285).
4.29 Copy of supplemental indenture dated as of February 11, 2000 18
between the Registrant, United Grocers, Inc. and State Street
Bank and Trust Company (as successor trustee).
27 Financial Data Schedules 25
17
<PAGE>
Exhibit 4.29
------------
UNIFIED WESTERN GROCERS, INC.
AND
UNITED GROCERS, INC.
AND
STATE STREET BANK AND TRUST COMPANY
TRUSTEE
----------------
SUPPLEMENTAL INDENTURE
DATED AS OF FEBRUARY 11, 2000
<PAGE>
THIS SUPPLEMENTAL INDENTURE dated as of February 11, 2000, is by and
among Unified Western Grocers, Inc., a California corporation (hereinafter
called "Unified"), having its principal offices at 5200 Sheila Street, Commerce,
California, UNITED GROCERS, INC., an Oregon corporation and wholly-owned
subsidiary of Unified (hereinafter called the "Company"), having its principal
offices at 6433 S.E. Lake Road, Milwaukie, Oregon, and STATE STREET BANK AND
TRUST COMPANY, a Massachusetts trust company (hereinafter called the "Trustee")
having its principal corporate trust office at 2 Avenue de Lafayette, Boston,
Massachusetts 02111.
W I T N E S S E T H :
WHEREAS the Company and the Trustee, as successor trustee to First
Trust National Association (the "Original Trustee"), are parties to an Indenture
dated as of February 1, 1978 between the Company and the Original Trustee as
such Indenture has been amended and/or supplemented to date by the execution and
delivery of certain supplemental indentures from time to time (as so
supplemented and/or amended to date, the "Indenture"), providing for the
issuance by the Company of its Capital Investment Notes;
WHEREAS the Company became a wholly-owned subsidiary of Unified on
September 29, 1999 pursuant to the terms of an Agreement and Plan of Merger
dated as of June 14, 1999, by and among Unified, the Company and New UG Corp.,
an Oregon corporation;
WHEREAS Unified desires to merge the Company with and into Unified,
with Unified as the surviving corporation (the "Merger");
WHEREAS the Indenture provides, under Section 12.01 therein, that
when the Company merges with another entity and is not the continuing
corporation, the continuing corporation must expressly assume, through a
supplemental indenture delivered to the Trustee, all of the Company's
obligations under the Capital Investment Notes and the Indenture;
WHEREAS Unified is entering into this supplemental indenture to
assume the Company's obligations in accordance with the terms of the Indenture;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH that, in
consideration of the premises and the Merger of the Company with and into
Unified, the Company and Unified covenant and agree to and with the Trustee, for
the equal and proportionate benefit of all present and future Holders under the
Indenture and the indentures supplemental thereto, as follows:
-1-
<PAGE>
1. Upon consummation of the Merger, Unified shall fully and
unconditionally assume all of the Company's obligations under the Indenture and
the indentures supplemental thereto, whether now existing or hereafter arising,
including, but not limited to:
(a) The due and punctual payment of the principal of (and premium,
if any) and interest on all the Investment Notes, whether currently outstanding
or hereafter issued (including, without limitation, all Additional Investment
Notes of any series); and
(b) The performance of every covenant of the Indenture, and
indentures supplemental thereto, on the part of the Company to be performed or
observed.
2. Acknowledgment of Trustee.
-------------------------
The Trustee hereby acknowledges receipt of the following documents
pursuant to the provisions of Sections 12.01 and 13.03 of the Indenture:
(1) An Officers' Certificate of the Company stating that,
among other things, to the knowledge of the signing officers no event has
occurred and is continuing which is, or after notice or lapse of time or both
would become, an Event of Default and that all conditions precedent provided for
in the Indenture relating to the execution and delivery of this Supplemental
Indenture have been complied with.
(2) An Opinion of Counsel specifying, among other things,
that all conditions precedent provided for in the Indenture relating to the
execution and delivery of this Supplemental Indenture relating to the Merger
have been complied with.
(3) A counterpart of this Supplemental Indenture
acknowledging the assumption by Unified of the Company's obligations under the
Indenture, and indentures supplemental thereto, and executed by Unified, the
Company and the Trustee.
3. Incorporation by Reference.
--------------------------
This Supplemental Indenture shall be construed as supplemental to
the Indenture and shall form a part thereof. The Indenture is hereby
incorporated by reference herein and is hereby ratified, approved, and
confirmed. Any capitalized terms appearing but not otherwise defined herein
shall have the meaning given to such terms in the Indenture.
-2-
<PAGE>
4. Effect of Headings.
------------------
The headings herein are for convenience and reference only, are not
to be considered a part hereof, and shall not affect the construction hereof.
5. Successors and Assigns.
----------------------
All covenants and agreements in this Supplemental Indenture by the
Company and Unified shall bind their successors and assigns, whether so
expressed or not.
6. Separability Clause.
-------------------
In case any provision in this Supplemental Indenture or in the
Investment Notes shall be invalid, illegal or unenforceable, the validity,
legality, and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
7. Governing Law.
-------------
This Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of Oregon.
8. Additional Supplemental Indentures.
----------------------------------
Nothing contained herein shall alter or impair the rights of
Unified and the Trustee under the Indenture to enter into one or more additional
supplemental indentures in the manner provided in the Indenture which may be for
the purpose of authorizing one or more series of Additional Investment Notes or
for any other purpose provided by the Indenture.
9. Counterparts.
------------
This Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.
-3-
<PAGE>
IN WITNESS WHEREOF the parties hereto have caused this Supplemental
Indenture to be duly executed and their respective corporate seals to be
hereunto affixed and attested, all as of this 11 day of February, 2000.
UNIFIED WESTERN GROCERS, INC.
/s/ Richard J. Martin
---------------------------------------
By: Richard J. Martin
Its: Senior Vice President - Finance &
Administration and Chief Financial
Officer
Attest:
/s/ Robert M. Ling, Jr.
- --------------------------
By: Robert M. Ling, Jr.
Its: Senior Vice President, General
Counsel and Secretary
State of California )
)
County of Los Angeles )
On December 28, 1999 before me, Sossi A. Andonian, Notary Public, personally
appeared Richard J. Martin, ____ personally known to me or ____ proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to
the within instrument and acknowledged to me that he executed the same in his
authorized capacity(ies), and that by his signature on the instrument the
person, or the entity upon behalf of which the person(s) acted, executed the
instrument.
WITNESS my hand and official seal.
/s/ Sossi A. Andonian
(SEAL) -------------------------------
-4-
<PAGE>
UNITED GROCERS, INC.
/s/ Richard J. Martin
---------------------------------------
By: Richard J. Martin
Its: Vice President and Chief Financial
Officer
Attest:
/s/ Robert M. Ling, Jr.
- ---------------------------------
By: Robert M. Ling, Jr.
Its: Vice President and Secretary
State of California )
)
County of Los Angeles )
On December 28, 1999 before me, Sossi A. Andonian, Notary Public, personally
appeared Richard J. Martin, ____ personally known to me or ____ proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to
the within instrument and acknowledged to me that he executed the same in his
authorized capacity(ies), and that by his signature on the instrument the
person, or the entity upon behalf of which the person(s) acted, executed the
instrument.
WITNESS my hand and official seal.
/s/ Sossi A. Andonian
(SEAL) -------------------------------
-5-
<PAGE>
STATE STREET BANK AND TRUST
COMPANY, as Trustee
/s/ Jacqueline Bonhomme
---------------------------------------
By: Jacqueline A. Bonhomme
Its: Assistant Vice President
Attest:
/s/ Andrew M. Sinasky
- --------------------------
By: Andrew M. Sinasky
Its: Assistant Vice President
Commonwealth of )
Massachusetts )
)
County of Suffolk )
On Feb. 11, 2000 before me, James M. Coolidge, Notary Public, personally
appeared Jacqueline A. Bonhomme,
X
____ personally known to me or ____ proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal.
/s/ James M. Coolidge
------------------------------------
James M. Coolidge
Notary Public
My Commission Expires June 19, 2003
-6-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 1-MO 3-MOS
<FISCAL-YEAR-END> OCT-02-1999 SEP-30-2000
<PERIOD-START> AUG-29-1999 OCT-03-1999
<PERIOD-END> OCT-02-1999 JAN-01-2000
<CASH> 14,719 37,353
<SECURITIES> 42,817 43,350
<RECEIVABLES> 243,817 234,834
<ALLOWANCES> 9,012 11,975
<INVENTORY> 228,997 219,415
<CURRENT-ASSETS> 453,790 456,166
<PP&E> 261,621 263,355
<DEPRECIATION> 142,047 140,295
<TOTAL-ASSETS> 751,903 757,434
<CURRENT-LIABILITIES> 274,223 247,786
<BONDS> 291,261 323,755
0 0
0 0
<COMMON> 80,989 80,553
<OTHER-SE> 23,783 20,517
<TOTAL-LIABILITY-AND-EQUITY> 751,903 757,434
<SALES> 211,633 819,415
<TOTAL-REVENUES> 211,633 819,415
<CGS> 192,323 735,649
<TOTAL-COSTS> 212,782 813,260
<OTHER-EXPENSES> 7,218 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 1,495 7,205
<INCOME-PRETAX> (9,862) (3,778)
<INCOME-TAX> (2,593) (948)
<INCOME-CONTINUING> (7,269) (2,830)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (7,269) (2,830)
<EPS-BASIC> 0 0
<EPS-DILUTED> 0 0
</TABLE>
