<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] Quarterly report pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
For the quarterly period ended August 15, 1997
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 1-7623
GENOVESE DRUG STORES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 11-1556812
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
80 Marcus Drive, Melville, New York 11747
(Address of principal executive offices)
(Zip Code)
(516) 420-1900
(Registrant's telephone number, including area code)
NONE
(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
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report.
<TABLE>
<CAPTION>
CLASS OUTSTANDING AT AUGUST 15, 1997
- ----------------------------------- ------------------------------
<S> <C>
COMMON STOCK:
Class A, par value $1.00 per share 6,404,083
Class B, par value $1.00 per share 6,014,768
</TABLE>
<PAGE> 2
GENOVESE DRUG STORES, INC.
INDEX
PAGE
----
PART I. FINANCIAL INFORMATION
Condensed Balance Sheets - August 15, 1997
(Unaudited) and January 31, 1997 2
Condensed Statements of Income - Twelve and
Twenty Eight Weeks Ended August 15, 1997 and
August 16, 1996 (Unaudited) 3
Condensed Statements of Cash Flows -
Twenty-Eight Weeks Ended August 15, 1997 and
August 16, 1996 (Unaudited) 4
Notes to Unaudited Condensed Financial
Statements 5
Management's Discussion and Analysis of
Financial Condition and Results of Operations 6 - 7
PART II. OTHER INFORMATION AND SIGNATURES 8
EXHIBIT 11 - Statement Re: Computation of Net Income
Per Common Share 9
<PAGE> 3
GENOVESE DRUG STORES, INC.
CONDENSED BALANCE SHEETS
(Dollars in Thousands)
<TABLE>
<CAPTION>
August 15, January 31,
1997 1997
---------- -----------
(Unaudited) (Note 1)
<S> <C> <C>
ASSETS
Current Assets:
Cash $ 2,479 $ 2,368
Receivables 18,716 21,179
Merchandise inventory 109,741 113,182
Prepaid expenses and other 2,423 4,527
-------- --------
Total Current Assets 133,359 141,256
-------- --------
Property and Equipment, net 81,227 79,435
-------- --------
Other Assets 11,821 9,372
-------- --------
Total Assets $226,407 $230,063
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable, accrued expenses
and other $ 73,764 $ 87,958
Current portion of long-term debt 871 871
-------- --------
Total Current Liabilities 74,635 88,829
-------- --------
Long-Term Liabilities 66,444 55,073
-------- --------
Deferred Income Taxes Payable 5,881 8,481
-------- --------
Stockholders' Equity 79,447 77,680
-------- --------
Total Liabilities and
Stockholders' Equity $226,407 $230,063
======== ========
</TABLE>
See accompanying notes to unaudited condensed financial statements.
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<PAGE> 4
GENOVESE DRUG STORES, INC.
CONDENSED STATEMENTS OF INCOME
(Dollars in Thousand Except Per Share Amounts)
(Unaudited)
<TABLE>
<CAPTION>
Twelve Weeks Ended Twenty-Eight Weeks Ended
----------------------------- -----------------------------
August 15, August 16, August 15, August 16,
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Sales $ 173,067 $ 155,792 $ 399,973 $ 356,615
----------- ----------- ----------- -----------
Cost and Expenses:
Cost of merchandise sold 123,895 109,840 289,010 253,565
Selling, general and
administrative expenses 46,094 41,745 103,626 95,300
----------- ----------- ----------- -----------
169,989 151,585 392,636 348,865
----------- ----------- ----------- -----------
Operating Profit 3,078 4,207 7,337 7,750
Interest Expense 798 964 1,809 2,213
----------- ----------- ----------- -----------
Income Before Income Taxes 2,280 3,243 5,528 5,537
Income Taxes 997 1,427 2,416 2,436
----------- ----------- ----------- -----------
Net Income $ 1,283 $ 1,816 $ 3,112 $ 3,101
=========== =========== =========== ===========
Net Income Per Common Share (a) $ .10 $ .15 $ .25 $ .25
=========== =========== =========== ===========
Average Number of Common Shares
Outstanding (a) 12,398,000 12,216,000 12,365,000 12,215,000
=========== =========== =========== ===========
Cash Dividends Paid Per Common Share (a) $ .07 $ .05 $ .13 $ .11
=========== =========== =========== ===========
</TABLE>
(a) Adjusted where appropriate, to retroactively reflect the effect of a 10
percent stock dividend distributed on January 14, 1997.
See accompanying notes to unaudited condensed financial statements.
-3-
<PAGE> 5
GENOVESE DRUG STORES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Twenty-Eight Weeks Ended
-------------------------
August 15, August 16,
1997 1996
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 3,112 $ 3,101
Adjustment to reconcile net income to
net cash used for operating activities:
Depreciation and amortization 6,937 5,999
Provision for LIFO inventory valuation 1,600 1,900
Provision for deferred taxes (2,600) --
Provision for other non cash items 39 139
Changes in certain assets and liabilities:
Receivables 2,463 (2,015)
Merchandise inventory 1,434 (3,255)
Prepaid expenses and other 1,943 3,034
Other assets (3,080) (2,415)
Supplier advances 6,224 --
Accounts payable, accrued expenses
and other (14,518) (7,875)
-------- --------
Net cash provided by operating activities 3,554 (1,387)
-------- --------
Cash flows from investing activities:
Purchase of property and equipment, net (11,476) (9,602)
Proceeds from the sale of the Living
Color Photo Processing Lab 3,952 --
-------- --------
Net cash used for investing activities (7,524) (9,602)
-------- --------
Cash flows from financing activities:
Net increase in bank borrowings 6,000 12,100
Repayments of long-term liabilities (529) (434)
Payment of cash dividends (1,608) (1,333)
Issuance of common stock under the Employee
Stock Option and Rights Appreciation Plan 1,308 6
Treasury stock purchased (1,090) (1)
-------- --------
Net cash provided by financing activities 4,081 10,338
-------- --------
Net increase (decrease) in cash 111 (651)
Cash at beginning of period 2,368 2,251
-------- --------
Cash at end of period $ 2,479 $ 1,600
======== ========
Supplemental disclosure:
Interest paid $ 1,788 $ 2,187
======== ========
Income taxes paid $ 7,033 $ 3,486
======== ========
</TABLE>
See the accompanying notes to unaudited condensed financial statements.
-4-
<PAGE> 6
GENOVESE DRUG STORES, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
1. The condensed balance sheet as of August 15, 1997, the condensed
statements of income for the twelve and twenty-eight week periods
ended August 15, 1997 and August 16, 1996 and the condensed
statements of cash flows for the twenty-eight week periods ended
August 15, 1997 and August 16, 1996 have been prepared in
accordance with generally accepted accounting principles for
interim financial information and with the instructions for Form
10-Q and Article 10 of Regulations S-X by the Company, without
audit. The balance sheet as of January 31, 1997 was derived from
the audited balance sheet included in the Company's Annual Report
on Form 10-K. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present
fairly the financial condition, results of operations and cash
flows at August 15, 1997 and for the periods presented have been
made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. These condensed
financial statements should be read in conjunction with the financial
statements and notes thereto included in the Company's Annual Report on
Form 10-K for the year ended January 31, 1997.
2. The results of operations for the twelve and twenty-eight weeks ended
August 15, 1997 and August 16, 1996 are not necessarily indicative of
the results to be expected for the full year.
3. Merchandise inventory is valued at the lower of cost or market,
cost being determined by the last in first out (LIFO) method. LIFO
inventory costs are determined at the end of each fiscal year when
inflation rates are finalized. Therefore, LIFO inventory costs and
cost of merchandise sold for interim periods are estimated and
adjusted based on periodic physical inventories. At August 15,
1997 and January 31, 1997, inventories would have been greater by
$20,300,000 and $18,700,000, respectively, if they had been valued
at replacement costs.
4. During the twenty-eight weeks ended August 15, 1997, the Company sold
the assets of its Living Color Photo Processing Plant. Simultaneously
with the sale of the processing plant, the Company entered into an
agreement whereby the Company will outsource all of its out of store
photofinishing.
5. On September 9, 1997, the Company's Board of Directors declared a cash
dividend of $.07 per common share payable on October 3, 1997 to holders
of record as of September 26, 1997.
-5-
<PAGE> 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE TWELVE AND TWENTY-EIGHT WEEKS ENDED AUGUST 15, 1997
Sales increased by 11.1% for the second quarter and 12.2% for the first half. On
a comparable store basis (stores opened during all of fiscal 1997 and 1998 to
date), sales increased by 6.4% for the quarter and 7.7% for the half. The sales
contribution of the 21 stores opened during fiscal 1996, 1997 and 1998 to date
in addition to the maturation of existing stores were the primary components of
the sales increases.
Cost of merchandise sold, expressed as a percentage of sales, increased to 71.6%
for the second quarter versus 70.5% last year. The results for the first half
followed the same trend with the cost of merchandise sold at 72.3% this year
versus 71.1% last year. The primary factors resulting in the decrease in gross
profit margins are the reduction of reimbursement rates from third party
prescription plans and the increases of pharmacy sales as a percentage of total
sales and third party plan sales as a percentage of pharmacy sales. For the
first half of fiscal 1998, prescription sales represented 40.3% of total sales
versus 38.9% in the first half of fiscal 1997. Pharmacy sales to individuals
covered by third party prescription plans increased to 79.2% this year from
74.7% in the same period last year.
Selling, general and administrative expenses decreased to 26.6% of sales from
26.8% for the quarter, and decreased to 25.9% from 26.7% for the half. These
decreases follow the recent trend and are a result of cost control measures put
in place during the past few years.
Interest expense was $798,000 versus $964,000 for the quarter and $1,809,000
versus $2,213,000 for the first half. This decrease was primarily due to lower
levels of borrowings during this year.
Net income for the second quarter decreased 29.4% to $1,283,000, or $.10 per
share, from $1,816,000, or $.15 per share, last year. Net income for the first
half was $3,112,000, or $.25 per share, versus $3,101,000, or $.25 per share,
last year.
FINANCIAL CONDITION
The Company's operating investing and financing activities for the twenty-eight
weeks ended August 15, 1997 provided net cash of $111,000 as follows:
- - Operating activities provided $3,554,000 primarily due to the
reduction of accounts receivable and merchandise inventories, receipt
of supplier advances and cash generated by operations, offset by
reductions in accounts payable, accrued expenses and other and an
increase in other assets.
- - Investing activities utilized $7,524,000 due to purchases of property
and equipment of $11,476,000 offset by proceeds from the sale of the
Living Color Photo Processing plant.
-6-
<PAGE> 8
- - Financing activities provided $4,081,000 primarily from additional
bank borrowings partially offset by the repayment of long-term debt and
the payment of cash dividends.
Working capital at August 15, 1997 was $58.7 million. The working capital ratio
was 1.8 to 1.0 at August 15, 1997 versus 1.6 to 1.0 at January 31, 1997.
The Company maintains a revolving loan agreement with three banks under which
the banks are committed to lend up to $90 million to the Company. As of August
15, 1997, the Company had borrowings of $50 million under this agreement.
The Company anticipates that its working capital needs for the remainder of
fiscal 1998 will be satisfied through operating results and, as necessary,
through borrowing under facilities available to the Company.
RECENT ACCOUNTING PRONOUNCEMENTS
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128 "Earnings Per Share" ("SFAS 128"). SFAS
128 establishes standards for computing and presenting earnings per share
("EPS"). SFAS 128 replaces the presentation of primary EPS with the presentation
of basic EPS and requires the presentation of basic EPS and diluted EPS on the
face of the income statement.
This statement will be effective for the Company's fiscal year ending January
30, 1998. Early application for the quarter ended August 15, 1997 is not
permitted.
If SFAS 128 had been adopted for the twelve and twenty-eight weeks ended August
15, 1997 and August 16, 1996, there would have been no difference in the
reported earnings per share.
-7-
<PAGE> 9
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
The following exhibit is included herein:
(11) Statement re: computation of net income per common share.
There were no reports on Form 8-K filed during the twelve week period ended
August 15, 1997.
SIGNATURES
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.
GENOVESE DRUG STORES, INC.
(Registrant)
Date: September 19, 1997 By: /s/ Jerome Stengel
----------------------- ------------------------------
Jerome Stengel
(Vice President & Treasurer)
(Principal Financial Officer)
-8-
<PAGE> 10
EXHIBIT INDEX
EX-11 COMPUTATION OF NET INCOME PER COMMON SHARE
EX-27 FINANCIAL DATA SCHEDULE
<PAGE> 1
GENOVESE DRUG STORES, INC.
EXHIBIT 11
STATEMENT RE: COMPUTATION OF NET INCOME PER COMMON SHARE
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Twelve Weeks Ended Twenty-Eight Weeks Ended
----------------------------------------------------
August 15, August 16, August 15, August 16,
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Primary:
Weighted average shares outstanding (A) 12,398 12,216 12,365 12,215
Equivalent shares-dilutive stock options (B) -- -- -- --
------- ------- ------- -------
12,398 12,216 12,365 12,215
======= ======= ======= =======
Net income $ 1,283 $ 1,816 $ 3,112 $ 3,112
======= ======= ======= =======
Net income per common share (A) $ .10 $ .15 $ .25 $ .25
======= ======= ======= =======
</TABLE>
(A) Adjusted, where appropriate, to reflect the effect of the 10 percent
stock dividend distributed on January 14, 1997.
(B) The effect of equivalent shares of dilutive stock options is not
significant to net income per common share for any period presented.
There is no significant difference between primary and fully diluted
net income per common share.
-9-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> JAN-30-1998
<PERIOD-START> FEB-01-1997
<PERIOD-END> AUG-15-1997
<CASH> 2,479
<SECURITIES> 0
<RECEIVABLES> 18,716
<ALLOWANCES> 0
<INVENTORY> 109,741
<CURRENT-ASSETS> 133,359
<PP&E> 154,374
<DEPRECIATION> 73,147
<TOTAL-ASSETS> 226,407
<CURRENT-LIABILITIES> 74,635
<BONDS> 66,444
0
0
<COMMON> 12,530
<OTHER-SE> 66,917
<TOTAL-LIABILITY-AND-EQUITY> 226,407
<SALES> 399,973
<TOTAL-REVENUES> 399,973
<CGS> 289,010
<TOTAL-COSTS> 289,010
<OTHER-EXPENSES> 103,626
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,809
<INCOME-PRETAX> 5,528
<INCOME-TAX> 2,416
<INCOME-CONTINUING> 3,112
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,112
<EPS-PRIMARY> .25
<EPS-DILUTED> .25
</TABLE>
