<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 13 Weeks Ended: May 5, 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 June 1, 1994: 253,571,383
<PAGE>
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
Statement of Financial Accounting Standards (SFAS) No. 112, "Employers'
Accounting for Postemployment Benefits." 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 May 5, 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 5 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 6 and 7 of Albertson's,
Inc. Form 10-Q, is hereby amended and restated to read in its
entirety as it appears on pages 8 and 9 of this Form 10-Q/A No. 1.
Other information contained in Part II which appears on pages 8 and 9
of Albertson's, Inc. Form 10-Q is included herewith, as originally
filed, and appears on pages 10 and 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
__________________________
May 5, April 29,
1994 1993
____________ ___________
<S> <C> <C>
Sales $2,909,808 $2,719,633
Cost of sales 2,187,053 2,058,146
___________ ___________
Gross profit 722,755 661,487
Selling, general and administrative expenses 566,678 526,885
___________ ___________
Operating profit 156,077 134,602
Other (expenses) income:
Interest, net (16,146) (14,249)
Other, net (1,464) (1,353)
___________ ___________
Earnings before income taxes and cumulative
effect of accounting change 138,467 119,000
Income taxes 53,310 44,863
___________ ___________
Earnings before cumulative effect of
accounting change 85,157 74,137
Cumulative effect of accounting change:
Postemployment benefits (17,006)
___________ ___________
NET EARNINGS $ 68,151 $ 74,137
Earnings per share before cumulative
effect of accounting change $ .34 $ .29
Cumulative effect of accounting change:
Postemployment benefits (.07)
___________ ___________
EARNINGS PER SHARE $ .27 $ .29
DIVIDENDS DECLARED PER SHARE $ .11 $ .09
Average number of shares outstanding 253,499 257,283
</TABLE>
See Notes to Consolidated Financial Statements.
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<TABLE>
ALBERTSON'S, INC.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
<CAPTION>
May 5, 1994 February 3,
(unaudited) 1994
______________ ____________
ASSETS
______
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 99,739 $ 62,463
Accounts and notes receivable 116,503 114,493
Inventories 838,860 871,719
Prepaid expenses 17,796 13,589
Deferred income taxes 61,407 59,967
__________ __________
TOTAL CURRENT ASSETS 1,134,305 1,122,231
OTHER ASSETS 95,499 90,810
LAND, BUILDINGS AND EQUIPMENT 3,179,645 3,109,172
Less accumulated depreciation and amortization 1,070,650 1,027,318
__________ __________
2,108,995 2,081,854
__________ __________
$3,338,799 $3,294,895
LIABILITIES AND STOCKHOLDERS' EQUITY
____________________________________
CURRENT LIABILITIES:
Accounts payable $ 549,427 $ 600,376
Notes payable 10,000
Salaries and related liabilities 119,216 101,443
Taxes other than income taxes 44,489 38,095
Income taxes 61,340 48,622
Self-insurance 62,088 58,436
Unearned income 17,944 19,927
Other current liabilities 38,576 30,277
Current maturities of long-term debt 226,538 76,692
Current capitalized lease obligations 6,161 6,194
__________ _________
TOTAL CURRENT LIABILITIES 1,125,779 990,062
LONG-TERM DEBT 398,735 554,092
CAPITALIZED LEASE OBLIGATIONS 110,529 110,919
DEFERRED INCOME TAXES 18,185 28,766
OTHER LONG-TERM LIABILITIES AND DEFERRED CREDITS 252,921 221,677
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 - 253,571,383
shares and 253,406,983 shares, respectively 253,571 253,407
Capital in excess of par value 4,966 2,117
Retained earnings 1,174,113 1,133,855
__________ __________
1,432,650 1,389,379
__________ __________
$3,338,799 $3,294,895
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
ALBERTSON'S, INC.
CONSOLIDATED CASH FLOWS
(in thousands)
(unaudited)
<CAPTION>
13 WEEKS ENDED
______________________________
May 5, April 29,
1994 1993
_____________ _____________
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 68,151 $ 74,137
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 53,291 46,599
Net deferred income taxes (4,114) (2,521)
Cumulative effect of accounting change 17,006
Changes in operating assets and liabilities 23,848 46,224
__________ __________
Net cash provided by operating activities 158,182 164,439
CASH FLOWS FROM INVESTING ACTIVITIES:
Net capital expenditures excluding
non-cash activities (79,576) (87,948)
Increase in other assets (4,689) (6,016)
__________ __________
Net cash used in investing activities (84,265) (93,964)
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 (1,534) (1,761)
Net commercial paper activity (5,313) (41,095)
Proceeds from stock options exercised 3,013 506
Purchase of treasury shares (517,526)
Net proceeds from issuance of treasury shares 264,527
Cash dividends paid (22,807) (21,174)
__________ __________
Net cash used in financing activities (36,641) (59,448)
__________ __________
NET INCREASE IN CASH AND CASH EQUIVALENTS 37,276 11,027
CASH AND CASH EQUIVALENTS AT BEGINNING
OF QUARTER 62,463 39,541
__________ __________
CASH AND CASH EQUIVALENTS AT END OF QUARTER $ 99,739 $ 50,568
NON-CASH ACTIVITIES:
Capitalized lease obligations incurred $ 1,783
Capitalized lease obligations terminated 870 $ 223
CASH PAYMENTS FOR:
Income taxes 40,625 29,535
Interest, net of amounts capitalized 8,490 4,206
</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. 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.
Capital Stock
_____________
Average shares outstanding and per share data have been retroactively
adjusted to reflect the two-for-one stock split distributed on October
4, 1993.
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 May 5, 1994, $26.1 million of the obligation for
postemployment benefits is included with other long-term liabilities and
$2.2 million is included with current salaries and related liabilities
in the Company's consolidated balance sheets.
<PAGE>
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>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
_____________________
Sales for the 13 weeks ended May 5, 1994 increased by $190,175,000
(7.0%) over sales for the 13 weeks ended April 29, 1993. This increase
was due to improved identical store sales, inflation and the continued
expansion of net square footage. Identical store sales, sales in stores
that have been in operation for the full 13 week periods of both years,
increased 3.0% and comparable store sales (which include replacement
stores) increased 3.3%. Management estimates that inflation accounted
for approximately 0.3% of the identical store sales increase. During
the quarter six stores were opened, four stores were closed and ten
store remodels were completed. Net square footage has increased 5.4%
from April 29, 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 First Quarter
___________________ _________________________
5-5-94 4-29-93 1994/1993 1993/1992
_______ ________ ___________ __________
<S> <C> <C> <C> <C>
Sales 100.00% 100.00% 7.0% 18.4%
Gross profit 24.84 24.32 9.3 23.8
Selling, general and
administrative
expenses 19.47 19.37 7.6 12.4
Operating profit 5.36 4.95 16.0 105.2
Interest expense,
net 0.55 0.52 13.3 70.1
Earnings before
income taxes and
cumulative effect
of accounting
change 4.76 4.38 16.4 110.4
Net earnings 2.34 2.73 (8.1) 184.6
</TABLE>
Gross profit, as a percent to sales, increased due primarily to the
expansion and increased utilization of the Company's distribution
facilities. 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
$12,000,000 (0.41% to sales) for the 13 weeks ended May 5, 1994 and
$11,200,000 (0.41% to sales) for the 13 weeks ended April 29, 1993.
Net interest expense increased as a result of borrowings associated
with the Company's purchase of its common stock from the estate of J. A.
Albertson on March 10, 1993.
The decrease in net earnings resulted from the cumulative effect of
adopting SFAS No. 112 "Employers Accounting for Postemployment
Benefits."
<PAGE>
Liquidity and Capital Resources
_______________________________
The Company's operating results continue to enhance its financial
position and ability to continue its planned expansion program. Cash
provided by operating activities during the first quarter of 1994 was
$158 million as compared to $164 million in the prior year. During the
quarter ended May 5, 1994 the Company spent $80 million for net capital
expenditures, $23 million for the payment of dividends and $17 million
to reduce commercial paper borrowings, long-term debt and current notes.
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.
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 quarter ended May 5, 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 March 1992, the Company entered into a revolving credit agreement
with several banks, whereby the Company may borrow, from time to time,
principal amounts up to $200,000,000 at any time prior to April 1, 1997.
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
____________________________________________________________
The Company held its Annual Meeting of Stockholders on May 27, 1994
and transacted the following business:
(a) Election of directors:
Nominee Votes For % For Votes Withheld
Kathryn Albertson 217,635,617 99.3% 1,625,762
A. Gary Ames 217,749,534 99.3% 1,511,845
John B. Carley 217,691,106 99.3% 1,570,273
Paul I. Corddry 217,727,013 99.3% 1,534,366
(b) Reappointment of Deloitte & Touche as the Company's independent
auditors:
Votes Broker
Votes For % For Against Abstentions Nonvotes
______________ _____ _______ ___________ ________
218,545,617 99.7% 319,510 394,211 2,041
(c) Stockholder proposal to declassify the Board of Directors for
the purpose of director elections:
Votes Broker
Votes For % For Against Abstentions Nonvotes
______________ _____ ___________ ___________ __________
53,801,702 24.5% 136,824,848 1,616,255 27,018,574
(d) Stockholder proposal to amend Albertson's, Inc. By-Laws to
require secret ballot voting:
Votes Broker
Votes For % For Against Abstentions Nonvotes
______________ _____ ___________ ___________ __________
44,348,514 20.2% 146,282,513 1,611,275 27,019,077
<PAGE>
As set forth in the Company's definitive proxy statement for use in
connection with the Annual Meeting of Stockholders, abstentions and
broker nonvotes have been counted and had the same effect as a vote
against the matter being voted upon.
Item 5. Other Information
__________________________
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
_________________________________________
a. Exhibits
None.
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
14
