Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended December 2, 2000
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 No. 0-5815
AMERICAN CONSUMERS, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-1033765
(State or other jurisdiction of (I.R.S. Employer Identification
Incorporation or organization) Number)
P. O. Box 2328, 418 Alamar Street, Fort Oglethorpe, GA 30742
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (706) 861-3347
N/A
(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 CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at January 10, 2001
COMMON STOCK - $.10 PAR VALUE 832,716
NON VOTING COMMON STOCK - $.00 PAR VALUE --
NON VOTING PREFERRED STOCK - $.00 PAR VALUE --
<PAGE>
FINANCIAL INFORMATION
AMERICAN CONSUMERS, INC.
CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED TWENTY-SIX WEEK ENDED
-------------------------- ----------------------------
December 2, November 27, December 2, November 27,
2000 1999 2000 1999
----------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
NET SALES $ 6,364,584 $ 6,328,416 $ 12,764,680 $ 12,286,578
COST OF GOODS SOLD 4,850,768 4,883,198 9,743,508 9,451,112
----------- ----------- ------------ ------------
Gross Margin 1,513,816 1,445,218 3,021,172 2,835,466
OPERATING EXPENSES 1,510,532 1,479,875 3,031,544 2,921,554
----------- ----------- ------------ ------------
Operating Loss 3,284 (34,657) (10,372) (86,088)
OTHER INCOME (EXPENSE)
Interest income 7,150 5,864 13,861 10,484
Other income 19,088 22,624 37,658 40,006
Interest expense (6,872) (19,164) (12,648) (26,962)
----------- ----------- ------------ ------------
Income (Loss) Before Income Tax (Benefit) 22,650 (25,333) 28,499 (62,560)
INCOME TAXES (BENEFIT) 6,843 (9,871) 9,492 (24,758)
----------- ----------- ------------ ------------
NET INCOME (LOSS) 15,807 (15,462) 19,007 (37,802)
RETAINED EARNINGS:
Beginning 1,695,165 1,720,561 1,691,965 1,744,798
Redemption of common stock (192) (311) (192) (2,208)
----------- ----------- ------------ ------------
Ending $ 1,710,780 $ 1,704,788 $ 1,710,780 $ 1,704,788
=========== =========== ============ ============
PER SHARE:
Net income (loss) $ 0.019 $ (0.018) $ 0.023 $ (0.045)
=========== =========== ============ ============
Cash dividends $ 0.000 $ 0.000 $ 0.000 $ 0.00
=========== =========== ============ ============
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 831,530 842,467 834,641 840,892
=========== =========== ============ ============
</TABLE>
See Notes to Financial Statements
2
<PAGE>
FINANCIAL INFORMATION
AMERICAN CONSUMERS, INC.
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
December 2, June 3,
2000 2000
----------- -----------
<S> <C> <C>
--A S S E T S--
CURRENT ASSETS
Cash and short-term investments $ 915,857 $ 852,652
Certificate of deposit 448,272 434,887
Accounts receivable 125,847 140,593
Inventories 1,630,382 1,659,588
Prepaid expenses 20,192 53,473
----------- -----------
Total current assets 3,140,550 3,141,193
----------- -----------
PROPERTY AND EQUIPMENT - at cost
Leasehold improvements 201,253 201,253
Furniture, fixtures and equipment 2,757,744 2,755,604
----------- -----------
2,958,997 2,956,857
Less accumulated depreciation (2,527,235) (2,424,512)
----------- -----------
431,762 532,345
----------- -----------
TOTAL ASSETS $ 3,572,312 $ 3,673,538
=========== ===========
--LIABILITIES AND STOCKHOLDERS' EQUITY--
CURRENT LIABILITIES
Accounts payable $ 607,550 $ 696,560
Short-term borrowings 120,012 128,675
Obligations under capital leases, current portion 20,491 63,321
Accrued sales tax 107,223 117,954
Federal and state income taxes 13,389 3,706
Other 153,368 112,647
----------- -----------
Total current liabilities 1,022,033 1,122,863
----------- -----------
DEFERRED INCOME TAXES 10,586 12,587
----------- -----------
OBLIGATIONS UNDER CAPITAL LEASE AGREEMENTS -- 3,904
----------- -----------
DEFERRED INCOME 51,221 61,818
----------- -----------
STOCKHOLDERS' EQUITY
Nonvoting preferred stock - authorized 5,000,000
Shares of no par value; no shares issued -- --
Nonvoting common stock - authorized 5,000,000
Shares of no par value; no shares issued -- --
Common stock - $.10 par value; authorized 5,000,000
Shares; shares issued of 832,716 and 835,618 83,272 83,562
Additional paid-in capital 694,420 696,839
Retained earnings 1,710,780 1,691,965
----------- -----------
Total Stockholders' Equity 2,488,472 2,472,366
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,572,312 $ 3,673,538
=========== ===========
</TABLE>
See Notes to Financial Statements
3
<PAGE>
FINANCIAL INFORMATION
AMERICAN CONSUMERS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
TWENTY-SIX WEEKS ENDED
--------------------------
December 2, November 27,
2000 1999
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 19,007 $ (37,802)
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 99,329 111,438
Deferred income taxes (2,000) (2,000)
Deferred income (10,597) (14,981)
Change in operating assets and liabilities:
Accounts receivable 14,746 (47,729)
Inventories 29,206 (55,619)
Prepaid expenses 33,282 (12,324)
Refundable income taxes -- 1,505
Accounts payable (89,010) 8,606
Accrued sales tax (10,731) (32,022)
Accrued income taxes 9,683 --
Other accrued liabilities 40,720 38,676
----------- -----------
Net cash provided by (used in) operating activities 133,635 (42,252)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in Certificate of Deposit (13,385) (9,216)
Purchase of property (2,140) (37,113)
----------- -----------
Net cash used in investing activities (15,525) (46,329)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in short-term borrowings (8,663) 359,187
Principal payments on obligations under capital leases (43,340) (56,605)
Redemption of common stock (2,902) (33,417)
----------- -----------
Net cash provided by (used in) financing activities (54,905) 269,165
----------- -----------
Net increase (decrease) in cash 63,205 180,584
Cash and cash equivalents at beginning of period 852,652 917,438
----------- -----------
Cash and cash equivalents at end of period $ 915,857 $ 1,098,022
=========== ===========
</TABLE>
See Notes to Financial Statements
4
<PAGE>
AMERICAN CONSUMERS, INC.
NOTES TO FINANCIAL STATEMENTS
(1) Basis of Presentation.
The financial statements have been prepared in conformity with generally
accepted accounting principles and general practices within the industry.
The interim financial statements should be read in conjunction with the
notes to the financial statements presented in the Corporation's 2000
Annual Report to Shareholders. The quarterly financial statements reflect
all adjustments which are, in the opinion of management, necessary for a
fair presentation of the results for interim periods. All such adjustments
are of a normal recurring nature. The results for the interim periods are
not necessarily indicative of the results to be expected for the complete
fiscal year.
(2) Commitments and Contingencies.
A decision has been made to purchase all of the Company's cash registers
and scanning equipment, at a total cost of $490,000, as the existing leases
for such equipment expire during the current fiscal year. The Company
presently is negotiating long-term financing to fund this purchase with a
local bank, and believes that it will be able to obtain such financing on
terms that do not vary significantly from the current leasing arrangement.
Therefore, management believes that the purchase of this equipment will not
have a significant effect on the Company's results of operations or
financial condition. Other capital expenditures are not expected to exceed
$150,000 during the current fiscal year.
The Company adopted a retirement plan effective January 1, 1995. The plan
is a 401(k) plan administered by BISYS Qualified Plan Services.
Participation in the plan is available to all full-time employees after one
year of service and age 19. Any contribution by the Company is at the
discretion of the Board of Directors, which makes its decision annually at
the quarterly meeting in January. The Board voted to contribute $7,500 to
the plan for both calendar year 2000 and 1999.
None of the Company's employees are represented by a union.
(3) Securities Purchases Under Agreement to Resell.
The Company invests excess funds in U.S. Government or U.S. Government
Agency securities which are purchased under an agreement to resell (reverse
repurchase agreement). The securities are purchased from a bank but do not
constitute deposits at the bank and are not insured by the Federal Deposit
Insurance Corporation. The bank maintains possession of the securities, but
title of ownership passes to the Company according to the terms of the
agreement. The bank repurchases the securities the business day immediately
following the Company's purchase date. The carrying amount of securities
purchased under agreement to resell approximates fair value. Risk of market
value deterioration is mitigated by the short-term nature of the
transaction and the type of securities purchased. There were no funds
invested at the balance sheet dates presented.
5
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
THIRTEEN WEEK ENDED TWENTY-SIX WEEKS ENDED
December 2, November 27, December 2, November 27,
2000 1999 2000 1999
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Sales $ 6,364,584 $ 6,328,416 $ 12,764,680 $ 12,286,578
% Sales Increase (Decrease) 0.57% 0.46% 3.89% (5.04)%
Gross Margin % 23.78% 22.48% 23.67% 23.08%
Operating and Administrative
Expense:
Amount 1,510,532 1,479,875 3,031,545 2,921,554
% of Sales 23.73% 23.38% 23.75% 23.78%
Net Income (Loss) 15,870 (15,462) 19,007 (37,802)
</TABLE>
Management believes that the sales increase of only .57%, as compared to
7.42% last quarter, is due primarily to two significant factors: (1) the opening
of a Wal-Mart Supercenter in the trade area of two of the Company's stores and
(2) the fact that the quarter ended December 2, 2000 marks the first time that
results for the prior-year period also include Sunday sales (which the Company
commenced in the Fall of 1999). Still, the access to improved lines of generic
grocery items which we are able to price more competitively versus national
brands appears to have increased overall traffic in the Company's grocery stores
and may have helped offset some of the impact of the Wal-Mart expansion. This
access was gained as a result of the Company's switch to a different wholesaler
during the last quarter of fiscal 2000. Management believes that competitive
pressures on the Company will continue to increase over time as a result of
competitors opening more new stores in the trade area of the Company. In
response to these developments, management continuously seeks to improve the
gross margin and increase profitability by obtaining the lowest cost for the
Company's inventory.
Operating and administrative expenses, as a percent of sales for the
quarters presented, has remained fairly consisent.
Income Taxes:
The provision (benefit) for income taxes for the quarters ended above do
not vary significantly from the Federal statutory rate of 34% and state rates of
5% - 6%. Taxes are recorded as a current liability in each of the periods
presented.
Inflation:
Although currently not a significant factor, the Company continues to seek
ways to cope with the threat of renewed inflation. To the extent permitted by
competition, increased costs of goods and services to the Company are reflected
in increased selling prices for the goods sold by the Company.
6
<PAGE>
FINANCIAL CONDITION
Liquidity and Capital Resources:
The Company finances its working capital requirements principally through
its cash flow from operations and short-term borrowings. Short-term borrowing to
finance inventory purchases is provided by the Company's $600,000 line of credit
from its lead bank, Wachovia Bank, Dalton, Georgia. Short-term borrowings as of
the end of specific quarters are presented below:
12/2/00 6/3/00 11/27/99
-------- -------- --------
Michael and Diana Richardson $ 56,528 $ 62,239 $100,983
Matthew Richardson 57,164 56,480 54,326
Line of Credit-Wachovia Bank 6,320 9,956 510,833
-------- -------- --------
Total $120,012 $128,675 $666,142
======== ======== ========
Notes to Michael and Diana Richardson and to Matthew Richardson are
unsecured, payable on demand and bear interest at .25% below the base rate
charged by Wachovia Bank which provides the Company with its line of credit.
Management believes that the Company's current sources of short-term
financing are adequate to meet the Company's anticipated needs for working
capital to fund operations. The Company is in the process of completing
negotiations on a loan with a local bank to finance the purchase of new cash
registers and other equipment which the Company is currently leasing. The
purchase of the equipment is not expected to have a significant effect on the
Company's working capital.
The ratio of current assets to current liabilities was 3.07 to 1 at the end
of the latest quarter, December 2, 2000, as compared to 2.24 to 1 on November
27, 1999 and 2.80 to 1 at the end of the fiscal year ended on June 3, 2000. Cash
and cash equivalents constituted 43.44% of the total current assets at December
2, 2000 as compared to 41.28% at November 27, 1999 and 40.99% at June 3, 2000.
During the quarter ended December 2, 2000 retained earnings increased as a
result of the Company's net income for the quarter.
Forward - Looking Statements
Information provided by the Company, including written or oral statements
made by its representatives, may contain "forward-looking information" as
defined in Section 21E of the Securities Exchange Act of 1934, as amended. All
statements, other than statements of historical facts, which address activities,
events or developments that the Company expects or anticipates will or may occur
in the future, including such things as expansion and growth of the Company's
business, the effects of future competition, future capital expenditures and the
Company's business strategy, are forward-looking statements. In reviewing such
information it should be kept in mind that actual results may differ materially
from those projected or suggested in such forward-looking statements. This
forward-looking information is based on various factors and was derived
utilizing numerous assumptions. Many of these factors previously have been
identified in filings or statements made by or on behalf of the Company,
including filings with the Securities and Exchange Commission of Forms 10-Q,
10-K and 8-K. Important assumptions and other important factors that could cause
actual results to differ materially from those set forth in the forward-looking
statements include: changes in the general economy of the Company's primary
markets, changes in consumer spending, competitive factors, the nature and
extent of continued consolidation in the grocery store industry, changes in the
rate of inflation, changes in state or federal legislation or regulation,
adverse determinations with respect to any litigation or other claims, inability
to develop new stores or complete remodels as rapidly as planned, stability of
product costs, supply or quality control
7
<PAGE>
problems with the Company's vendors, and other issues and uncertainties detailed
from time to time in the Company's filings with the Securities and Exchange
Commission.
AMERICAN CONSUMERS, INC.
PART II OTHER INFORMATION
Item 6 EXHIBTS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed as a part of the report.
(11) Statement re: computation of per share earnings.
(b) During the most recent quarter, the Company has not filed a
report on Form 8-K
8
<PAGE>
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.
AMERICAN CONSUMERS, INC.
(Registrant)
Date: 10/15/01 /s/ Michael A. Richardson
----------------------- ------------------------------------------
Michael A. Richardson
CHAIRMAN
(Principal Executive Officer)
Date: 10/15/01 /s/ Paul R. Cook
----------------------- ------------------------------------------
Paul R. Cook
EXECUTIVE VICE PRESISENT AND
TREASURER
(Principal Financial Officer & Chief
Accounting Officer)
9
