<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 10-Q/A No. 1
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For 39 Weeks Ended: November 3, 1994 Commission File Number: 1-6187
ALBERTSON'S, INC.
______________________________________________________
(Exact name of Registrant as specified in its charter)
Delaware 82-0184434
_______________________________ ____________________________________
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
250 Parkcenter Blvd., P.O. Box 20, Boise, Idaho 83726
_______________________________________________ __________
(Address) (Zip Code)
Registrant's telephone number, including area code: (208) 385-6200
______________
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
_____ _____
Number of Registrant's $1.00 par value
common shares outstanding at December 9, 1994: 253,784,150
<PAGE>
The results for the 39 weeks ended November 3, 1994 have been
restated to give effect to a correction of the cumulative effect of the
adoption of Statement of Financial Accounting Standards (SFAS) No. 112,
"Employers' Accounting for Postemployment Benefits" recorded in the
first quarter. The cumulative effect (net of tax) of the adoption of
SFAS No. 112 amounted to $17.0 million, or $.07 per share, compared to
$6.4 million, or $.03 per share, as previously reported.
The undersigned Registrant hereby amends the following items,
financial statements, exhibits or other portions of its quarterly report
on Form 10-Q for the period ended November 3, 1994, (the "Form 10-Q"),
as set forth below:
Part I
Financial Information (including Notes to Consolidated Financial
Statements) which appears on pages 2 through 6 of Albertson's, Inc.
Form 10-Q, is hereby amended and restated to read in its entirety
as it appears on pages 3 through 7 of this Form 10-Q/A No. 1.
Management's Discussion and Analysis of Financial Condition and
Results of Operations which appears on pages 7 through 9 of
Albertson's, Inc. Form 10-Q, is hereby amended and restated to read
in its entirety as it appears on pages 8 through 10 of this Form
10-Q/A No. 1.
Part II
The Financial Data Schedule for the 39 weeks ended November 3, 1994
which is included as Exhibit 27 of Albertson's, Inc. Form 10-Q is
hereby amended and restated to read in its entirety as it appears in
Exhibit 27 of this Form 10-Q/A No. 1.
All other information contained in Part II which appears on page 10
of Albertson's, Inc. Form 10-Q is included herewith, as originally
filed, and appears on page 11 of this Form 10-Q/A No. 1.
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ALBERTSON'S, INC.
CONSOLIDATED EARNINGS
(in thousands except per share data)
(unaudited)
<CAPTION>
13 WEEKS ENDED 39 WEEKS ENDED
________________________ ________________________
November 3, October 28, November 3, October 28,
1994 1993 1994 1993
____________ ___________ ____________ ___________
<S> <C> <C> <C> <C>
Sales $2,928,012 $2,733,773 $8,825,500 $8,221,648
Cost of sales 2,187,602 2,065,716 6,611,423 6,219,527
__________ __________ __________ __________
Gross profit 740,410 668,057 2,214,077 2,002,121
Selling, general and
administrative expenses 569,744 528,368 1,720,913 1,594,765
__________ __________ __________ __________
Operating profit 170,666 139,689 493,164 407,356
Other (expenses) income:
Interest, net (15,384) (4,579) (46,857) (34,037)
Other, net (1,906) (220) (2,143) 2,353
Nonrecurring charge (29,900) (29,900)
__________ __________ __________ __________
Earnings before income taxes
and cumulative effect of
accounting change 153,376 104,990 444,164 345,772
Income taxes 59,050 42,278 171,004 133,053
__________ __________ __________ __________
Earnings before cumulative
effect of accounting change 94,326 62,712 273,160 212,719
Cumulative effect of
accounting change:
Postemployment benefits (17,006)
__________ __________ __________ __________
NET EARNINGS $ 94,326 $ 62,712 $ 256,154 $ 212,719
Earnings per share before
cumulative effect of
accounting change $ .37 $ .25 $1.08 $ .84
Cumulative effect of accounting
change:
Postemployment benefits (.07)
__________ __________ __________ __________
EARNINGS PER SHARE $ .37 $ .25 $1.01 $ .84
DIVIDENDS DECLARED PER SHARE $ .11 $ .09 $ .33 $ .27
Average number of shares
outstanding 253,648 253,218 253,573 254,542
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
ALBERTSON'S, INC.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
<CAPTION>
November 3, 1994 February 3,
(unaudited) 1994
________________ ____________
ASSETS
______
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 67,906 $ 62,463
Accounts and notes receivable 114,211 114,493
Inventories 929,322 871,719
Prepaid expenses 29,100 13,589
Deferred income tax benefits 64,554 59,967
__________ __________
TOTAL CURRENT ASSETS 1,205,093 1,122,231
OTHER ASSETS 119,439 90,810
LAND, BUILDINGS AND EQUIPMENT 3,377,159 3,109,172
Less accumulated depreciation and amortization 1,138,211 1,027,318
__________ __________
2,238,948 2,081,854
__________ __________
$3,563,480 $3,294,895
LIABILITIES AND STOCKHOLDERS' EQUITY
____________________________________
CURRENT LIABILITIES:
Accounts payable $ 626,719 $ 600,376
Notes payable 10,000
Salaries and related liabilities 111,619 101,443
Taxes other than income taxes 60,679 38,095
Income taxes 3,537 48,622
Self-insurance 68,179 58,436
Unearned income 20,113 19,927
Other current liabilities 36,935 30,277
Current maturities of long-term debt 201,635 76,692
Current portion of capitalized lease obligations 6,703 6,194
__________ _________
TOTAL CURRENT LIABILITIES 1,136,119 990,062
LONG-TERM DEBT 458,022 554,092
CAPITALIZED LEASE OBLIGATIONS 117,371 110,919
DEFERRED INCOME TAXES 10,804 28,766
UNEARNED INCOME 21,387 10,825
OTHER LONG-TERM LIABILITIES AND DEFERRED CREDITS 252,880 210,852
STOCKHOLDERS' EQUITY:
Preferred stock - $1 par value; authorized -
10,000,000 shares; issued - none
Common stock - $1 par value; authorized -
600,000,000 shares; issued - 253,712,438
shares and 253,406,983 shares, respectively 253,712 253,407
Capital in excess of par value 6,869 2,117
Retained earnings 1,306,316 1,133,855
__________ __________
1,566,897 1,389,379
__________ __________
$3,563,480 $3,294,895
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
ALBERTSON'S, INC.
CONSOLIDATED CASH FLOWS
(in thousands)
(unaudited)
<CAPTION>
39 WEEKS ENDED
______________________________
November 3, October 28,
1994 1993
_____________ _____________
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 256,154 $ 212,719
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 165,886 143,695
Net deferred income taxes (11,903) (2,332)
Cumulative effect of accounting change 17,006
Changes in operating assets and liabilities (22,230) (829)
__________ __________
Net cash provided by operating activities 404,913 353,253
CASH FLOWS FROM INVESTING ACTIVITIES:
Net capital expenditures excluding
noncash activities (311,604) (295,247)
Increase in other assets (28,629) (1,647)
__________ __________
Net cash used in investing activities (340,233) (296,894)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net line of credit activity (10,000) (5,000)
Proceeds from long-term borrowings 252,075
Payments on long-term borrowings (80,330) (30,216)
Net commercial paper activity 104,629 47,122
Proceeds from stock options exercised 5,057 3,133
Purchase of treasury shares (517,526)
Net proceeds from issuance of treasury shares 264,527
Cash dividends (78,593) (66,736)
__________ __________
Net cash used in financing activities (59,237) (52,621)
__________ __________
NET INCREASE IN CASH AND CASH EQUIVALENTS 5,443 3,738
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 62,463 39,541
__________ __________
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 67,906 $ 43,279
NON-CASH ACTIVITIES:
Capital lease obligations incurred $ 14,081 $ 7,900
Capital lease obligations terminated 2,658 730
Liabilities assumed in connection with
acquisition 112
CASH PAYMENTS FOR:
Income taxes 226,590 163,351
Interest, net of amounts capitalized 37,294 26,579
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
ALBERTSON'S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Basis of Presentation
_____________________
The accompanying unaudited consolidated financial statements include
the results of operations, account balances and cash flows of the
Company and its wholly-owned subsidiaries. All material intercompany
balances have been eliminated.
In the opinion of management, the accompanying unaudited
consolidated financial statements include all adjustments necessary to
present fairly, in all material respects, the results of operations of
the Company for the periods presented. Such adjustments consisted only
of normal recurring items, except for the cumulative effect adjustment
associated with the adoption of Statement of Financial Accounting
Standards No. 112 recorded in 1994 and a nonrecurring charge for a
lawsuit settlement recorded in 1993. The statements have been prepared
by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. It is suggested that these
consolidated financial statements be read in conjunction with the
consolidated financial statements and the accompanying notes included in
the Company's 1993 Annual Report.
The balance sheet at February 3, 1994 has been taken from the
audited financial statements at that date.
Cumulative Effect of Accounting Change
______________________________________
At the beginning of the 1994 fiscal year, the Company adopted the
provisions of Statement of Financial Accounting Standard (SFAS) No. 112,
"Employers' Accounting for Postemployment Benefits." This statement
requires employers to recognize the obligation for benefits provided to
former or inactive employees after employment but before retirement.
The Company is self-insured for its employees' short-term and long-term
disability plans which are the primary benefits paid to inactive
employees prior to retirement. In prior years, expenses for disability
benefits were charged to earnings under the pay-as-you-go method. The
total cumulative effect of this accounting change (net of $10.6 million
in tax benefits) was to decrease net earnings by $17.0 million or $.07
per share. The impact of this change on current year operations is not
material. As of November 3, 1994, $26.9 million of the obligation for
postemployment benefits is included with other long-term liabilities and
$2.6 million is included with current salaries and related liabilities
in the Company's consolidated balance sheets.
The results for the first quarter of 1994 have been restated to give
effect to a correction of the cumulative effect of the adoption of SFAS
No. 112. The cumulative effect was originally reported as $6.4 million
or $.03 per share.
<PAGE>
Indebtedness
____________
In October 1994, the Company entered into a new revolving credit
agreement with several banks, whereby the Company may borrow principal
amounts up to $400 million at varying interest rates any time prior to
October 5, 1999. A previous $200 million revolving credit agreement was
terminated in conjunction with the new agreement. The current agreement
contains certain covenants, the most restrictive of which requires the
Company to maintain consolidated tangible net worth, as defined, of at
least $750 million.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
_____________________
Results for the quarter:
Sales for the 13 weeks ended November 3, 1994 increased by
$194,239,000 (7.1%) over sales for the 13 weeks ended October 28, 1993.
This increase was due to improved identical store sales, inflation and
the continued expansion of net retail square footage. Identical store
sales, sales in stores that have been in operation for the equivalent 13
week periods of both years, increased 1.6% and comparable store sales
(which include replacement stores) increased 1.8%. Management estimates
that inflation accounted for approximately 1.0% of the identical store
sales increase. During the quarter six stores were opened, two stores
were closed and six store remodels were completed. Net retail square
footage increased 6.6% from October 28, 1993.
The following table sets forth certain income statement components
expressed as a percent to sales and the year-to-year percentage changes
in the amounts of such components:
<TABLE>
<CAPTION>
Percent to Sales Percentage Incr. (Decr.)
____________________ _________________________
13 Weeks Ended Third Quarter
____________________ _________________________
11-03-94 10-28-93 1994/1993 1993/1992
________ ________ ___________ __________
<S> <C> <C> <C> <C>
Sales 100.00% 100.00% 7.1% 5.7%
Gross profit 25.29 24.44 10.8 7.3
Selling, general &
administrative
expenses 19.46 19.33 7.8 5.8
Operating profit 5.83 5.11 22.2 13.7
Net interest
expense 0.53 0.17 236.0 (59.5)
Nonrecurring charge 1.09 N/A
Earnings before
income taxes 5.24 3.84 46.1 (7.7)
Net earnings 3.22 2.29 50.4 (12.3)
</TABLE>
Gross profit, as a percent to sales, increased due primarily to the
expansion and increased utilization of the Company's distribution
system. Utilization of the Company's distribution system has enabled
the Company to better control product costs and product distribution.
The pre-tax LIFO charge reduced gross profit by $2,700,000 (0.09% to
sales) for the 13 weeks ended November 3, 1994 as compared to a zero
LIFO charge for the 13 weeks ended October 28, 1993.
Selling, general and administrative expenses, as a percent to sales,
increased due primarily to increased costs associated with the Company's
workers' compensation self-insurance program.
Net interest expense for the 13 weeks ended October 28, 1993
included a reduction of approximately $9.7 million due to the successful
resolution of a tax issue for which interest expense had previously been
<PAGE>
accrued. Excluding the prior year adjustment, net interest expense for
the 13 weeks ended November 3, 1994 would have increased 8.0% over the
same quarter last year as a result of increased interest on capitalized
lease obligations and increased interest rates associated with the
Company's commercial paper program.
Net earnings for the 13 weeks ended October 28, 1993 included a
nonrecurring charge for a lawsuit settlement, a decrease in interest
expense due to the resolution of a tax issue (discussed above) and a
retroactive increase in the Federal income tax rate. Those adjustments
decreased last year's third quarter net earnings by $14.4 million or
$.05 per share.
Year-to-date results:
Sales for the 39 weeks ended November 3, 1994 increased by
$603,852,000 (7.3%) over sales for the 39 weeks ended October 28, 1993.
This increase was due to improved identical store sales, inflation and
the continued expansion of net retail square footage. Identical store
sales, sales in stores that have been in operation for the equivalent 39
week periods of both years, increased 2.6% and comparable store sales
(which include replacement stores) increased 2.9%. Management estimates
that inflation accounted for approximately 1.0% of the identical store
sales increase. During the 39 weeks 26 stores were opened, nine stores
were closed and 23 store remodels were completed.
The following table sets forth certain income statement components
expressed as a percent to sales and the year-to-year percentage changes
in the amounts of such components:
<TABLE>
<CAPTION>
Percent to Sales Percentage Increase
____________________ _________________________
39 Weeks Ended Year-to-Date
____________________ _________________________
11-03-94 10-28-93 1994/1993 1993/1992
________ ________ ___________ __________
<S> <C> <C> <C> <C>
Sales 100.00% 100.00% 7.3% 9.8%
Gross profit 25.09 24.35 10.6 12.6
Selling, general &
administrative
expenses 19.50 19.40 7.9 8.1
Operating profit 5.59 4.95 21.1 34.5
Net interest
expense 0.53 0.41 37.7 7.8
Nonrecurring charge 0.36 N/A
Earnings before
income taxes & cum-
ulative effect of
accounting change 5.03 4.21 28.5 25.6
Net earnings 2.90 2.59 20.4 30.1
</TABLE>
Gross profit, as a percent to sales, increased due primarily to
expansion and increased utilization of the Company's distribution
system. Utilization of the Company's distribution system has enabled
the Company to better control product costs and product distribution.
The pre-tax LIFO charge reduced gross profit by $24,400,000 (0.28% to
<PAGE>
sales) for the 39 weeks ended November 3, 1994 and $21,600,000 (0.26% to
sales) for the 39 weeks ended October 28, 1993.
Selling, general and administrative expenses for the 39 weeks ended
November 3, 1994 increased due primarily to increased costs associated
with the Company's workers' compensation self-insurance program.
Net interest expense for the 39 weeks ended October 28, 1993
included a reduction of approximately $9.7 million due to the successful
resolution of a tax issue for which interest expense had previously been
accrued. Excluding this adjustment, net interest expense for the 39
weeks ended November 3, 1994 would have increased 7.2% over the prior
year as a result of increased interest on capitalized lease obligations
and increased interest rates associated with the Company's commercial
paper program.
Net earnings for the 39 weeks ended November 3, 1994 included a
cumulative effect for the adoption of Statement of Financial Accounting
Standards No. 112, "Employers' Accounting for Postemployment Benefits"
which reduced net earnings by $.07 per share. Net earnings for the 39
weeks ended October 28, 1993 included a nonrecurring charge for a
lawsuit settlement and a decrease in interest expense due to the
resolution of a tax issue (discussed above) which decreased last year's
net earnings by $.05 per share.
Liquidity and Capital Resources
_______________________________
The Company's operating results continue to enhance its financial
position and ability to fund its capital expansion program from
operating activities. Cash provided by operating activities during the
39 weeks ended November 3, 1994 was $405 million as compared to $353
million in the prior year. During the 39 weeks ended November 3, 1994
the Company spent $312 million for net capital expenditures and $79
million for the payment of dividends. The Company's commercial paper
program is utilized to supplement cash requirements resulting from
seasonal fluctuations created by the Company's capital expenditure
program and changes in working capital. Accordingly, commercial paper
borrowings will fluctuate between the Company's quarterly reporting
periods. In conjunction with its new revolving credit agreement, the
Company's commercial paper program was expanded from $200 million to
$400 million in October, 1994. The revolving credit agreement serves as
alternative funding for the Company's commercial paper program.
Since 1987 the Board of Directors has continuously adopted or
renewed plans under which the Company is authorized, but not required,
to purchase shares of its common stock on the open market. The current
plan was adopted by the Board on March 7, 1994 and authorizes the
Company to purchase up to 2.5 million shares through March 31, 1995.
During the 39 weeks ended November 3, 1994 no shares were purchased
pursuant to this program.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
__________________________
There have not been any material developments in the Super Food
Services, Inc. lawsuit or the routine litigation referred to in the Form
10-K for the fiscal year ended February 3, 1994.
Item 2. Changes in Securities
______________________________
In October 1994, the Company entered into a revolving credit
agreement with several banks, whereby the Company may borrow, from time
to time, principal amounts up to $400 million at any time prior to
October 5, 1999. In accordance with this revolving credit agreement,
the Company's consolidated tangible net worth, as defined, shall not be
less than $750 million.
Item 3. Defaults upon Senior Securities
________________________________________
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
____________________________________________________________
Not applicable.
Item 5. Other Information
__________________________
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
_________________________________________
a. Exhibits
4.1.4 Fourth Amendment to Stockholders Rights Plan Agreement
(dated September 6, 1994)
10.14 Credit Agreement (dated October 5, 1994)
27 Financial data schedule for the 39 weeks ended
November 3, 1994
b. The following reports on Form 8-K were filed during the
quarter:
None.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amended report to be signed on its
behalf by the undersigned thereunto duly authorized.
ALBERTSON'S, INC.
_________________________________
(Registrant)
Date: April 6, 1995 A. Craig Olson
_____________________ _________________________________
A. Craig Olson
Senior Vice President, Finance
and Chief Financial Officer
FORM 10-Q/A No. 1
1
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS AMENDED SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
ALBERTSON'S QUARTERLY REPORT TO STOCKHOLDERS FOR THE QUARTER ENDED NOVEMBER 3,
1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> QTR-3
<FISCAL-YEAR-END> FEB-02-1995
<PERIOD-START> FEB-04-1994
<PERIOD-END> NOV-03-1994
<CASH> 67,906
<SECURITIES> 0
<RECEIVABLES> 115,626
<ALLOWANCES> 1,415
<INVENTORY> 929,322
<CURRENT-ASSETS> 1,205,093
<PP&E> 3,377,159
<DEPRECIATION> 1,138,211
<TOTAL-ASSETS> 3,563,480
<CURRENT-LIABILITIES> 1,136,119
<BONDS> 575,393
<COMMON> 253,712
0
0
<OTHER-SE> 1,313,185
<TOTAL-LIABILITY-AND-EQUITY> 3,563,480
<SALES> 8,825,500
<TOTAL-REVENUES> 8,825,500
<CGS> 6,611,423
<TOTAL-COSTS> 6,611,423
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 46,857
<INCOME-PRETAX> 444,164
<INCOME-TAX> 171,004
<INCOME-CONTINUING> 273,160
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> (17,006)
<NET-INCOME> 256,154
<EPS-PRIMARY> 1.01
<EPS-DILUTED> 1.01
</TABLE>
