<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES
EXCHANGE ACT OF 1934 for the quarterly period ended June 28, 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 0-981
-----
PUBLIX SUPER MARKETS, INC.
----------------------------------------------------
(Exact name of Registrant as specified in its charter)
Florida 59-0324412
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1936 George Jenkins Blvd.
Lakeland, Florida 33815
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (941) 688-1188
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
---------------- -------
The number of shares outstanding of the Registrant's common
stock, $1.00 par value, as of August 1, 1997 was 219,158,329.
Page 1 of 9 pages
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts are in thousands, except share amounts)
ASSETS
June 28, 1997 December 28, 1996
------------- -----------------
(Unaudited)
<S> <C> <C>
Current Assets
- --------------
Cash and cash equivalents $ 533,139 $ 457,405
Short-term investments 81,354 65,586
Trade receivables 54,728 61,221
Merchandise inventories 545,128 570,254
Deferred tax assets 70,690 71,027
Prepaid income taxes 13,111 ---
Prepaid expenses 7,235 1,339
---------- ----------
Total Current Assets 1,305,385 1,226,832
---------- ----------
Long-term investments 233,325 172,486
Other noncurrent assets 8,478 11,491
Property, plant and equipment 2,635,552 2,728,466
Accumulated depreciation (1,079,685) (1,218,191)
---------- ----------
Total Assets $3,103,055 $2,921,084
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
- -------------------
Current installments of long-term debt $ 135 $ 130
Accounts payable 501,425 523,497
Accrued contributions to retirement plans 146,334 73,555
Accrued salaries and wages 66,329 47,115
Accrued self-insurance reserves 68,140 64,250
Accrued nonrecurring charge 80,438 89,000
Federal and state income taxes --- 21,036
Other 95,664 90,984
---------- ----------
Total Current Liabilities 958,465 909,567
---------- ----------
Long-term debt, excluding current installments 39 108
Deferred tax liabilities, net 109,064 100,127
Self-insurance reserves 76,573 73,336
Accrued postretirement benefit cost 40,020 37,295
Other noncurrent liabilities 43,865 49,472
Stockholders' Equity
- --------------------
Common stock of $1 par value. Authorized
300,000,000 shares; issued 220,293,812
shares at June 28, 1997 and 219,942,912
shares at December 28, 1996 220,294 219,943
Additional paid-in capital 99,145 91,991
Reinvested earnings 1,580,302 1,437,902
1,899,741 1,749,836
Less treasury shares of 1,280,284
at June 28, 1997, at cost (27,227) ---
Unrealized gain on investment
securities available-for-sale, net 2,515 1,343
---------- ----------
Total Stockholders' Equity 1,875,029 1,751,179
---------- ----------
Total Liabilities and Stockholders'
Equity $3,103,055 $2,921,084
========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial
statements.
-2-
<PAGE>
<TABLE>
<CAPTION>
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATAED STATEMENTS OF EARNINGS
(Amounts are in thousands, except per share and share amounts)
Three Months Ended
June 28, 1997 June 29, 1996
------------- -------------
(Unaudited)
<S> <C> <C>
Revenues
- --------
Sales $ 2,674,469 $ 2,525,535
Other income, net 28,337 24,177
------------ ------------
Total revenues 2,702,806 2,549,712
------------ ------------
Costs and expenses
- ------------------
Cost of merchandise sold, including store
occupancy, warehousing and delivery
expenses 2,049,577 1,948,239
Operating and administrative expenses 540,581 489,314
Interest expense 3 58
------------ ------------
Total costs and expenses 2,590,161 2,437,611
------------ ------------
Earnings before income tax expense 112,645 112,101
Income tax expense 40,313 41,494
------------ ------------
Net earnings $ 72,332 $ 70,607
============ ============
Weighted average number of common
shares outstanding 219,396,670 221,128,885
============ ============
Net earnings per common share $ .33 $ .32
============ ============
Cash dividends per common share $ .15 $ .13
============ ============
</TABLE>
See accompanying notes to condensed consolidated financial
statements.
-3-
<PAGE>
<TABLE>
<CAPTION>
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts are in thousands, except per share and share amounts)
Six Months Ended
June 28, 1997 June 29, 1996
------------- -------------
(Unaudited)
<S> <C> <C>
Revenues
- --------
Sales $ 5,588,531 $ 5,206,929
Other income, net 58,219 46,976
------------ ------------
Total revenues 5,646,750 5,253,905
------------ ------------
Costs and expenses
- ------------------
Cost of merchandise sold, including store
occupancy, warehousing and delivery
expenses 4,281,309 4,032,543
Operating and administrative expenses 1,089,180 973,822
Interest expense 8 125
------------ ------------
Total costs and expenses 5,370,497 5,006,490
------------ ------------
Earnings before income tax expense 276,253 247,415
Income tax expense 100,718 92,295
------------ ------------
Net earnings $ 175,535 $ 155,120
============ ============
Weighted average number of common
shares outstanding 219,651,708 223,139,011
============ ============
Net earnings per common share $ .80 $ .70
============ ============
Cash dividends per common share $ .15 $ .13
============ ============
</TABLE>
See accompanying notes to condensed consolidated financial
statements.
-4-
<PAGE>
<TABLE>
<CAPTION>
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts are in thousands)
Six Months Ended
June 28, 1997 June 29, 1996
------------- -------------
(Unaudited)
<S> <C> <C>
Cash Flows From Operating Activities
- ------------------------------------
Cash received from customers $5,632,878 $5,240,800
Cash paid to employees and suppliers (5,133,644) (4,712,449)
Income taxes paid (126,326) (92,648)
Payment for self-insured claims (54,296) (50,856)
Other, net 18,125 10,570
---------- ----------
Net Cash Provided by Operating Activities 336,737 395,417
---------- ----------
Cash Flows From Investing Activities
- ------------------------------------
Payment for property, plant and equipment (121,626) (105,402)
Payment for investment securities -
available-for-sale (268,402) (217,118)
Proceeds from sale of investment securities -
available-for-sale 192,610 189,454
Other, net (3,244) 2,754
---------- ----------
Net Cash Used in Investing Activities (200,662) (130,312)
---------- ----------
Cash Flows From Financing Activities
- ------------------------------------
Payment of long-term debt (64) (732)
Proceeds from sale of common stock 31,929 16,948
Payment for acquisition of common stock (59,203) (127,132)
Dividends paid (33,003) (29,184)
---------- ----------
Net Cash Used in Financing Activities (60,341) (140,100)
---------- ----------
Net increase in cash and cash equivalents 75,734 125,005
Cash and cash equivalents at beginning of
year 457,405 276,700
---------- ----------
Cash and cash equivalents at end of period $ 533,139 $ 401,705
========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial
statements.
-5-
<PAGE>
PUBLIX SUPER MARKETS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. In the opinion of management, the accompanying condensed
consolidated financial statements include all adjustments
deemed necessary to fairly reflect the financial position,
results of operations and changes in cash flows of the
Company for the interim periods presented. These condensed
consolidated financial statements should be read in
conjunction with the fiscal 1996 Form 10-K Annual Report of
the Company.
2. Due to the seasonal nature of the Company's business, the
results for the three months and six months ended June 28,
1997 are not necessarily indicative of the results for the
entire 1997 fiscal year.
-6-
<PAGE>
PUBLIX SUPER MARKETS, INC.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources
- -------------------------------
Operating activities continue to be the Company's primary
source of liquidity. Net cash provided by operating
activities was approximately $336.7 million in the six months
ended June 28, 1997, as compared with $395.4 million in the
six months ended June 29, 1996. Cash and cash equivalents
totaled $533.1 million as of June 28, 1997.
Capital expenditures totaled $121.6 million in the six
months ended June 28, 1997. These expenditures were primarily
incurred in connection with the opening of 15 new stores and
the remodeling or enlarging of nine stores which added .60
million square feet. In addition, the Company closed one
store. Capital expenditures in the six months ended
June 29, 1996, were approximately $105.4 million. These
expenditures were primarily incurred in connection with the
opening of 14 new stores and the remodeling or enlarging of
four stores which added .74 million square feet. In addition,
the Company closed six stores.
The Company has budgeted approximately $178.4 million for
the remainder of 1997 for new store construction and the
remodeling or enlarging of several existing stores. The
capital budget is subject to continuing change and review.
The remaining capital expenditures are expected to be financed
by internally generated funds and current liquid assets.
As of June 28, 1997 the Company has committed lines of
credit for $100.0 million and one uncommitted line of credit
for $25.0 million. These lines are reviewed annually by the
banks. The interest rate for these lines is at or below the
prime rate. No amounts were outstanding as of June 28, 1997.
Cash generated in excess of the amount needed for current
operations and capital expenditures is invested in short-term
and long-term investments. Management believes the Company's
liquidity will continue to be strong.
Operating Results
- -----------------
Sales increased 5.9% in the second quarter of 1997 to
$2,674.5 million, an increase of $148.9 million compared to
the same quarter in 1996. This represents an increase of
$42.9 million or 1.7% additional sales from stores that were
open for all of both quarters (comparable stores) and
additional sales of $106.0 million or 4.2% from the net impact
of new and closed stores since March 30, 1996. Other income
increased $4.2 million or 17.2% in the second quarter of 1997
as compared to the same quarter in 1996.
Sales increased 7.3% in the six months ended June 28, 1997,
to $5,588.5 million, an increase of $381.6 million over the
six months ended June 29, 1996. This reflects an increase of
$168.9 million or 3.2% in sales from comparable stores and
sales of $212.7 million or 4.1% from the net impact of new and
closed stores since the beginning of 1996. Other income
increased 23.9% in the first six months of 1997 as compared to
the first six months of 1996.
Cost of merchandise sold including store occupancy,
warehousing and delivery expenses, as a percentage of sales,
was approximately 76.6% and 77.1% in the quarters ended June
28, 1997 and June 29, 1996, respectively. These cost of sales
percentages were 76.6% and 77.4% for the six months ended June
28, 1997 and June 29, 1996, respectively. The decreases in
cost of merchandise sold, as a percentage of sales, are due to
buying and merchandising efficiencies.
-7-
<PAGE>
PUBLIX SUPER MARKETS, INC.
Operating and administrative expenses, as a percentage of
sales, were approximately 20.2% and 19.4% for the quarters
ended June 28, 1997, and June 29, 1996, respectively. The
operating and administrative expenses, as a percentage of
sales, were 19.5% and 18.7% for the six months ended June 28,
1997 and June 29, 1996, respectively. The significant
components of operating and administrative expenses are
payroll costs, employee benefits and depreciation.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
- --------------------------
In the Company's Form 10-K for the fiscal year ended
December 28, 1996, the Company disclosed that on January 24,
1997, the Company, the plaintiffs in the Shores case and the
Equal Employment Opportunity Commission (the "EEOC") entered
into a settlement agreement (the "Shores Agreement") with
respect to all matters related to the case. The Court approved
the Shores Agreement and entered a Consent Decree
incorporating its terms on May 23, 1997.
Also, as reported in the Company's Form 10-Q for the
quarterly period ended March 29, 1997, a purported class
action was filed against the Company on April 3, 1997 in the
Federal District Court for the Middle District of Florida,
Tampa Division, Case No. 97-760-Civ-T-25E, by Lemuel Middleton
and 15 other present or former employees of the Company,
individually and on behalf of all other persons similarly
situated. In their Complaint, the plaintiffs allege that the
Company has and is currently engaged in a pattern and practice
of race-based discriminatory treatment of black employees and
applicants with respect to hiring, promotion, job assignment,
conditions of employment, pay, discharge, and other employment
aspects, all in violation of federal and state law. The
plaintiffs seek, among other relief, a certification of the
suit as a class action, declaratory and injunctive relief,
back pay, front pay, benefits and other compensatory damages,
and punitive damages. The Company denies the allegations of
the Complaint and intends to vigorously defend the action. No
material developments have occurred since the action was
originally reported.
Item 4. Results of Votes of Security Holders
- ---------------------------------------------
The Annual Meeting of Stockholders of the Company was held
on May 13, 1997, for the purpose of electing a board of
directors. Proxies for the meeting were solicited pursuant to
Section 14(a) of the Securities Exchange Act of 1934 and there
were no solicitations in opposition to management's
solicitation. All of management's nominees for directors as
listed in the proxy statement were elected.
Item 6(a). Exhibits
- --------------------
27. Financial Data Schedule for the six months ended June 28,
1997.
Item 6(b). Reports on Form 8-K
- -------------------------------
The Company filed a report on Form 8-K dated April 8, 1997,
reporting the legal proceeding disclosed in Part II, Item 1
above.
-8-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be
signed in its behalf by the undersigned thereunto duly
authorized.
PUBLIX SUPER MARKETS, INC.
Date: August 8, 1997 /s/ S. Keith Billups
---------------------------
S. Keith Billups, Secretary
Date: August 8, 1997 /s/ David P. Phillips
-----------------------------------
David P. Phillips, Vice President
Finance and Treasurer (Principal
Financial Officer)
-9-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
financial statements for the six months ended June 28, 1997, and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-27-1997
<PERIOD-START> DEC-29-1996
<PERIOD-END> JUN-28-1997
<EXCHANGE-RATE> 1
<CASH> 533,139
<SECURITIES> 81,354
<RECEIVABLES> 54,728
<ALLOWANCES> 0
<INVENTORY> 545,128
<CURRENT-ASSETS> 1,305,385
<PP&E> 2,635,552
<DEPRECIATION> (1,079,685)
<TOTAL-ASSETS> 3,103,055
<CURRENT-LIABILITIES> 958,465
<BONDS> 39
0
0
<COMMON> 220,294
<OTHER-SE> 1,654,735
<TOTAL-LIABILITY-AND-EQUITY> 3,103,055
<SALES> 5,588,531
<TOTAL-REVENUES> 5,646,750
<CGS> 4,281,309
<TOTAL-COSTS> 5,370,489
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8
<INCOME-PRETAX> 276,253
<INCOME-TAX> 100,718
<INCOME-CONTINUING> 175,535
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 175,535
<EPS-PRIMARY> .80
<EPS-DILUTED> .80
</TABLE>
