13
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 January 6, 1996.
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period_______________________ to
___________________.
Commission file number: 0-16900
RICHFOOD HOLDINGS, INC.
Incorporated under the laws I.R.S. Employer Identification
of Virginia No. 54-1438602
8258 Richfood Road
Mechanicsville, Virginia 23111
Telephone Number (804) 746-6000
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 as of February 14, 1996 was as follows:
Common Stock, without par value: 31,273,279 shares.
Page 1 of 15 pages.
Exhibit Index appears on page 13.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements.
RICHFOOD HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Dollar amounts in thousands, except per share data)
(Unaudited)
Third Quarter Ended
January 6, January 7,
1996 1995
(12 Weeks) % (12 Weeks) %
<TABLE>
<S> <C> <C> <C> <C>
Sales $ 766,802 100.00 $ 757,228 100.00
Costs and expenses, net:
Cost of goods sold 691,071 90.12 681,176 89.96
Operating and adminis-
trative expenses 53,831 7.02 55,286 7.30
Merger and integration costs 11,993 1.57 -- --
Interest expense 3,020 0.39 4,418 0.58
Interest income (782) (0.10) (783) (0.10)
Earnings before income taxes
and extraordinary item 7,669 1.00 17,131 2.26
Income taxes 3,895 0.51 7,045 0.93
Earnings before extraordinary
item 3,774 0.49 10,086 1.33
Extraordinary item, net of tax 1,002 0.13 -- --
Net earnings $ 2,772 0.36 $ 10,086 1.33
Earnings per common share:
Before extraordinary item $ .12 $ .32
Extraordinary item (.03) --
Net earnings $ .09 $ .32
Cash dividends declared
per common share $ 0.03 $ 0.025
Average common shares
outstanding 31,238,018 31,143,963
</TABLE>
See accompanying Notes to the Consolidated Financial
Statements.
<PAGE>
RICHFOOD HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Dollar amounts in thousands, except per share data)
(Unaudited)
Year-to-Date
January 6, January 7,
1996 1995
(36 Weeks) % (36 Weeks) %
<TABLE>
<S> <C> <C> <C> <C>
Sales $ 2,251,312 100.00 $ 2,090,145 100.00
Costs and expenses, net:
Cost of goods sold 2,029,874 90.16 1,878,912 89.89
Operating and adminis-
trative expenses 160,425 7.13 153,174 7.33
Merger and integration costs 11,993 0.53 -- --
Interest expense 9,887 0.44 13,074 0.63
Interest income (2,281) (0.10) (2,105) (0.10)
Earnings before income taxes
and extraordinary item 41,414 1.84 47,090 2.25
Income taxes 17,625 0.78 19,491 0.93
Earnings before extraordinary
item 23,789 1.06 27,599 1.32
Extraordinary item, net of tax 1,002 0.05 -- --
Net earnings $ 22,787 1.01 27,599 1.32
Earnings per common share:
Before extraordinary item $ .76 $ .89
Extraordinary item (.03) --
Net earnings $ .73 $ .89
Cash dividends declared
per common share $ 0.09 $ 0.075
Average common shares
outstanding 31,218,195 31,124,023
</TABLE>
See accompanying Notes to the Consolidated Financial
Statements.
<PAGE>
RICHFOOD HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands)
January 6, April 29,
1996 1995
(Unaudited)
<TABLE>
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 4,149 $ 29,381
Receivables, less allowance for doubtful
accounts of $2,982 and $3,667 97,959 107,651
Inventories 165,923 147,005
Other current assets 23,754 20,302
Total current assets 291,785 304,339
Notes receivable, less allowance for
doubtful accounts of $1,619 and $1,077 28,352 26,988
Property and equipment, net 122,929 130,261
Goodwill, net 75,188 79,732
Other assets 40,569 39,450
Total assets $ 558,823 $ 580,770
Liabilities and Stockholders' Equity
Current liabilities:
Current installments of long-term debt
and capital lease obligations $ 2,205 $ 11,618
Accounts payable 178,806 162,189
Accrued expenses and other current
liabilities 59,923 62,844
Total current liabilities 240,934 236,651
Long-term debt and capital lease
obligations 114,299 166,913
Deferred credits and other 21,385 19,710
Stockholders' equity:
Preferred stock, without par value; authorized
5,000,000 shares; none issued or outstanding - -
Common stock, without par value; authorized
60,000,000 shares; issued and outstanding
31,247,164 and 31,199,663 64,826 63,978
Retained earnings 117,379 93,518
Total stockholders' equity 182,205 157,496
Total liabilities and stockholders'
equity $ 558,823 $ 580,770
</TABLE>
See accompanying Notes to the Consolidated Financial
Statements.
<PAGE>
RICHFOOD HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
Year-to-Date
January 6, January 7,
1996 1995
(36 Weeks) (36 Weeks)
<TABLE>
<S> <C> <C>
Operating activities:
Net earnings $ 22,787 $ 27,599
Adjustments to conform the fiscal
year ends of pooled companies:
net earnings 2,548 --
non-cash components 1,959 --
Adjustments to reconcile net earnings
to net cash
provided by operating activities:
Depreciation and amortization 20,363 18,637
Provision for doubtful accounts 3,276 1,536
Extraordinary item-loss on debt
extinguishment, non-cash component 673 --
Other, net (2,805) (1,870)
Changes in operating assets and liabilities:
Receivables 5,617 (12,685)
Inventories (22,867) (16,141)
Other current assets 729 371
Accounts payable, accrued expenses
and other liabilities 19,427 22,850
Net cash provided by operating activities 51,707 40,297
Investing activities:
Purchases of property and equipment (9,504) (17,251)
Business acquisition, net of cash acquired -- (50,766)
Issuance of notes receivable (9,038) (9,681)
Collections on notes receivable 9,031 8,311
Other, net (3,823) 1,611
Net cash used for investing activities (13,334) (67,776)
Financing activities:
Net proceeds of (repayments on)
long-term debt (62,027) 11,632
Proceeds from issuance of common stock
under employee stock incentive plans 431 34
Cash dividends paid on common stock (2,009) (1,514)
Net cash provided by (used for)
financing activities (63,605) 10,152
Net decrease in cash and cash equivalents (25,232) (17,327)
Cash and cash equivalents at beginning
of period 29,381 21,088
Cash and cash equivalents at
end of period $ 4,149 $ 3,761
</TABLE>
See accompanying Notes to the Consolidated Financial
Statements.
<PAGE>
RICHFOOD HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 1. The consolidated financial statements of Richfood
Holdings, Inc. and subsidiaries (the "Company")
presented herein are unaudited (except for the
consolidated balance sheet as of April 29, 1995, which
has been derived from the audited consolidated balance
sheet as of that date and restated for the effect of the
Super Rite Corporation ("Super Rite") acquisition
accounted for as a pooling-of-interests, see Note 3),
and have been prepared by the Company pursuant to the
rules and regulations of the Securities and Exchange
Commission. The accounting policies and principles used
to prepare these interim consolidated financial
statements are consistent in all material respects with
those reflected in the consolidated financial statements
included in the Annual Report on Form 10-K for the
fiscal year ended April 29, 1995 ("fiscal 1995"). In
the opinion of management, such consolidated financial
statements include all adjustments, consisting of normal
recurring adjustments and the use of estimates,
necessary to summarize fairly the Company's financial
position and results of operations. Certain information
and note disclosures normally included in consolidated
financial statements prepared in accordance with
generally accepted accounting principles have been
omitted pursuant to such rules and regulations. These
consolidated financial statements should be read in
conjunction with the consolidated financial statements
and notes thereto of Richfood Holdings, Inc., included
in its Annual Report on Form 10-K for fiscal year 1995,
and the consolidated financial statements and notes
thereto of Super Rite, included in its Annual Report on
Form 10-K for the fiscal year ended March 4, 1995. The
results of operations for the twelve and thirty-six week
periods ended January 6, 1996, may not be indicative of
the results that may be expected for the fiscal year
ending April 27, 1996 ("fiscal 1996").
Note 2. On August 23, 1994, the Company acquired all of
the outstanding common stock of Rotelle, Inc.
("Rotelle"), a wholesale frozen food distributor
headquartered near Philadelphia, Pennsylvania. The
purchase price of the acquisition was $50.7 million. The
Company accounted for the acquisition under the purchase
method of accounting. Accordingly, the results of
operations of the acquired business have been included
in the Company's Consolidated Statements of Earnings
since the date of the acquisition. On April 3, 1995,
the Company acquired certain assets and assumed certain
contracts of the wholesale grocery division of Camellia
Food Stores, Inc. ("Camellia"), a wholesale and retail
food distributor headquartered in Norfolk, Virginia.
As a result of that acquisition, the Company serves as a
wholesale supplier to Camellia's 46 retail stores and
most of the 120 independent retail stores that
previously had been served by Camellia's wholesale
division. The purchase price of the acquisition was
approximately $7.1 million. See Note 2 to the
Consolidated Financial Statements included in the
Company's Annual Report on Form 10-K for fiscal 1995.
Note 3. Effective October 15, 1995 (the "Effective
Time"), SR Acquisition, Inc., a wholly-owned subsidiary
of Richfood Holdings, Inc. ("Richfood"), was merged (the
"Merger") with and into Super Rite pursuant to an
Agreement and Plan of Reorganization, dated as of June
26, 1995, and amended as of October 13, 1995 and
February 6, 1996 (the "Agreement"), and a related Plan
of Merger. As a result, at the Effective Time, Super
Rite became a wholly-owned subsidiary of Richfood and
each outstanding share of common stock, no par value,
$.01 stated value per share, of Super Rite was converted
into the right to receive 1.0205 shares of common stock,
no par value, of Richfood. Under the terms of the
Agreement, Richfood issued 9,770,188 shares of Richfood
common stock to the shareholders of Super Rite, and all
outstanding options to acquire shares of Super Rite
common stock were converted into options to acquire
approximately 230,000 shares of Richfood common stock.
The acquisition has been accounted for as a pooling-of-
interests and, accordingly, the consolidated financial
statements for periods prior to the combination have
been restated to include the accounts of Super Rite.
The fiscal 1995 third quarter and year-to-date
consolidated financial statements presented, which
present twelve and thirty-six weeks, include thirteen
weeks and thirty-nine weeks, respectively, of Super
Rite's financial information. Richfood has conformed
certain of Super Rite's accounting methods to the
Company's in conjunction with the restatement of the
prior historical consolidated financial statements, in
accordance with the pooling-of-interests method.
<PAGE>
Note 3. continued
Super Rite previously used the fiscal year ending on the
Saturday closest to February 29th or March 1st for
financial reporting purposes. In order to conform to
Richfood's fiscal year, Super Rite's net earnings of
$2.5 million for the eight week period from March 4,
1995 to April 29, 1995, have been reflected as a direct
adjustment to retained earnings.
Sales and net earnings of the separate companies, and
their respective subsidiaries, for the twenty-four week
period preceding the Effective Time and the comparable
prior year period, and for the thirty-six week period
ended January 7, 1995 are as follows:
(Dollar amounts in thousands)
(Unaudited)
October 14, October 15, January 7,
1995 1994 1995
(24 Weeks) (24 Weeks) (36 Weeks)
<TABLE>
<S> <C> <C> <C>
Sales:
Richfood Holdings, Inc. $ 782,932 $ 641,084 $ 1,021,542
Super Rite Corporation 703,863 691,833(a) 1,068,603(b)
$1,486,795 $ 1,322,917 $ 2,090,145
Net earnings:
Richfood Holdings, Inc. $ 12,903 $ 10,172 $ 16,603
Super Rite Corporation 6,054 5,921(a) 9,191(b)
Adjustments to conform
certain of Super Rite's
accounting methods 1,070 1,320 1,805
$ 20,027 $ 17,413 $ 27,599
<FN>
</TABLE>
(a) Reflects operating results of Super Rite
Corporation and subsidiaries for the twenty-six week
period from February 27, 1994 to August 27, 1994.
(b) Reflects operating results of Super Rite
Corporation and subsidiaries for the thirty-nine week
period from February 27, 1994 to November 26, 1994.
Adjustments to conform certain of Super Rite's methods
of accounting to those used by Richfood primarily relate
to accounting for inventory, pre-opening and closed-store
expenses, insurance and certain other operating expenses.
Note 4. The Company is party to legal actions that are
incidental to its business. While the outcome of such
legal actions cannot be predicted with certainty, the
Company believes that the outcome of any of these
proceedings, or all of them combined, will not have a
material adverse effect on its consolidated financial
position or business.
<PAGE>
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Recent Acquisition
As described in Note 3 to the Notes to the Consolidated
Financial Statements included herein, at the Effective Time,
Super Rite became a wholly-owned subsidiary of Richfood and
each outstanding share of Super Rite common stock was
converted into the right to receive 1.0205 shares of Richfood
common stock. Richfood issued 9,770,188 shares of Richfood
common stock in the Merger, resulting in former Super Rite
shareholders holding approximately 31 percent of the
outstanding shares of Richfood common stock. The Agreement
and the issuance of Richfood common stock in connection with
the Merger were approved by the shareholders of Super Rite and
Richfood at separate meetings held on October 12, 1995.
Super Rite is a full service wholesale food distributor
supplying more than 240 retail supermarkets in Pennsylvania,
New Jersey, Maryland, Delaware, Virginia and West Virginia.
Super Rite also operates a retail grocery division, consisting
of ten superstores in the Baltimore, Maryland and Dover,
Delaware markets operating under the METRO tradename, and five
supermarkets in metropolitan Baltimore, Maryland operating
under the BASICS tradename. Super Rite operates as a
separate, wholly-owned subsidiary of Richfood.
Additional information with respect to the Merger is set
forth in the Joint Proxy Statement/Prospectus included in
Richfood's Registration Statement on Form S-4 (File No. 33-
62413) which is incorporated by reference herein.
Results of Operations
Sales for the twelve week period ended January 6, 1996
were $766.8 million, an increase of $9.6 million, or 1.3%,
compared to sales of $757.2 million for the same period last
fiscal year. The Company's operating results for the third
quarter of fiscal 1996 include twelve weeks of operations for
Super Rite, as compared to thirteen weeks in the third quarter
of fiscal 1995. On a pro forma basis, excluding the
additional week in the prior year period for Super Rite, sales
would have increased 5.2%. This increase was primarily
attributable to sales to former customers of the wholesale
division of Camellia Food Stores, Inc. ("Camellia"), which was
acquired by the Company in April 1995, and to sales to
customers who have expanded their retail operations. Sales
for the thirty-six week period ended January 6, 1996 were
$2.25 billion, an increase of $161.2 million, or 7.7%,
compared to sales of $2.09 billion for the same period last
fiscal year. Fiscal 1996 year-to-date operating results
include thirty-six weeks of operations for Super Rite, as
compared to thirty-nine weeks in the fiscal 1995 year-to-date
operating results. On a pro forma basis, excluding the effect
of the additional weeks in the prior year-to-date period for
Super Rite, sales would have increased 12.1%. This increase
was primarily attributable to thirty-six weeks of Rotelle
sales included in the fiscal 1996 year-to-date period, as
compared to approximately twenty weeks of Rotelle sales
included in the fiscal 1995 year-to-date period, and sales to
former customers of Camellia.
Gross margin was 9.88% for the twelve week period ended
January 6, 1996 compared to 10.04% for the same period last
fiscal year. Gross margin was 9.84% for the thirty-six week
period ended January 6, 1996 compared to 10.11% for the same
period last fiscal year. The decrease in gross margin is
primarily the result of a greater percentage of Super Rite
sales in lower-margin dry grocery product lines.
Operating and administrative expenses for the twelve week
period ended January 6, 1996 were $53.8 million, or 7.02% of
sales, compared to $55.3 million, or 7.30% of sales, for the
same period last fiscal year. Operating and administrative
expenses for the thirty-six week period ended January 6, 1996
were $160.4 million, or 7.13% of sales, compared to $153.2
million, or 7.33% of sales, for the same period last fiscal
year. The decrease in operating and administrative expenses,
as a percent of sales, was primarily due to the Company's
continued focus on operating efficiency and cost control and
its commitment to realizing the synergies available from the
Merger with Super Rite.
<PAGE>
The Company's operating results for the twelve and thirty-
six week periods ended January 6, 1996 include a one-time
charge for merger and integration costs of $12.0 million on a
pre-tax basis, or $7.8 million on an after-tax basis, in
connection with the Merger. This charge relates primarily to
transaction costs associated with the Merger, severance costs
and costs related to the conversion of certain retail
locations to the METRO store format.
Interest expense for the twelve and thirty-six week
periods ended January 6, 1996 was $3.0 million and $9.9
million, respectively, compared to interest expense of $4.4
million and $13.1 million, respectively, for the same periods
last fiscal year. The decrease is primarily due to lower
average borrowings under revolving credit facilities and the
repayment of certain long-term debt during the thirty-six week
period ended January 6, 1996. The long-term debt repaid
consisted of Super Rite's $25.0 million term loan facility and
the early extinguishment of $9.7 million of Super Rite Foods,
Inc.'s $75.0 million 10 5/8% Senior Subordinated Notes, due
April 1, 2002 ("Senior Notes").
Interest income for the twelve and thirty-six week
periods ended January 6, 1996 was $0.8 million and $2.3
million, respectively, as compared to interest income of $0.8
million and $2.1 million, respectively, for the same periods
last fiscal year.
The Company's effective income tax rate was 50.8% and
42.6% for the twelve and thirty-six week periods ended January
6, 1996, respectively, compared to 41.1% and 41.4%,
respectively, for the same periods last fiscal year. The
higher effective tax rate for the third quarter of fiscal 1996
is attributable to the nondeductible nature of the merger and
integration costs associated with the Merger.
The extraordinary item, net of tax, of $1.0 million for
the twelve week period ended January 6, 1996 related to the
repurchase, at market prices above par, of $9.7 million
principal amount of the Senior Notes and is comprised of (i)
the amount paid in excess of their par value, and (ii) the
write-off of related deferred financing costs. The Company
expects to continue to repurchase Senior Notes, from time-to-
time, when the market prices are economically beneficial in
relation to the Company's cost of funds. In addition, the
Company expects to call the Senior Notes for redemption as of
April 1, 1997, the first permitted redemption date, at their
redemption price of 105.31% of par.
Net earnings for the twelve and thirty-six week periods
ended January 6, 1996 were $2.8 million, or $0.09 per share,
and $22.8 million, or $0.73 per share, respectively.
Excluding the effects of the one-time merger and integration
costs and the extraordinary item related to the early
extinguishment of the Senior Notes, net earnings for the
twelve and thirty-six week periods ended January 6, 1996 were
$11.6 million, or $0.37 per share, and $31.6 million, or $1.01
per share, respectively. Net earnings, excluding the effects
of the one-time charge and the extraordinary item, represent a
14.7% and 14.4% increase, respectively, over net earnings of
$10.1 million and $27.6 million for the same periods last
fiscal year.
<PAGE>
Liquidity and Capital Resources
Cash and cash equivalents were $4.1 million at January 6,
1996, compared to $29.4 million at April 29, 1995.
Net cash provided by operating activities for the thirty-
six week period ended January 6, 1996 was $51.7 million. This
amount includes net earnings of $22.8 million, adjustments to
conform the fiscal year ends of pooled companies, including
net earnings of $2.5 million and non-cash components of $2.0
million, depreciation and amortization of $20.4 million,
and the effects of seasonal changes in operating
assets and liabilities, including inventory and accounts
payable. The adjustments to conform the fiscal year ends
of the pooled companies consist of Super Rite's net earnings
for the eight week period between its March 4, 1995 fiscal
year end and Richfood's April 29, 1995 fiscal year end and
certain non-cash components of net earnings, primarily
consisting of depreciation and amortization, for the same period.
The higher depreciation and amortization expense for the
thirty-six week period ended January 6, 1996, compared to
depreciation and amortization expense of $18.6 million for the
same period last fiscal year is primarily related to
incremental depreciation expense resulting from fiscal 1995
capital expenditures and thirty-six weeks of Rotelle
depreciation and amortization expense in the fiscal 1996 year-
to-date operating results, as compared to approximately twenty
weeks of Rotelle depreciation and amortization expense
included in the fiscal 1995 year-to-date operating results.
Fiscal 1995 capital expenditures primarily consisted of the
leasehold improvements and equipment relating to the addition
of three new METRO superstores.
Working capital decreased from $67.7 million at April 29,
1995 to $50.9 million at January 6, 1996. The ratio of
current assets to current liabilities was 1.21 to 1 at January
6, 1996, compared to 1.29 to 1 at April 29, 1995. This
decrease primarily relates to a reduction in cash and cash
equivalents which were utilized during the third quarter of
fiscal 1996 to reduce long-term debt.
Net cash used for investing activities for the thirty-six
week period ended January 6, 1996 included $9.5 million of
capital expenditures and $9.0 million of loans issued to
retailers, which were offset by $9.0 million of loan
repayments by retailers. During the thirty-six week period
ended January 7, 1995, net cash used for investing activities
of $67.8 million included $50.8 million, net of cash acquired,
to purchase Rotelle (see Note 2 to the Consolidated Financial
Statements).
Net cash used for financing activities of $63.6 million
for the thirty-six week period ended January 6, 1996 consisted
primarily of $62.0 million of net repayments on long-term debt
obligations. The $62.0 million of net repayments primarily
related to the payoff of certain Super Rite long-term debt,
including the $25.0 million revolving credit facility, the
$25.0 million term loan facility and the early extinguishment
of $9.7 million of the Senior Notes.
The Company believes that it has the ability to continue
to generate adequate capital for liquidity from its operations
and through borrowings under its long-term debt facilities to
maintain its competitive position and expand its business.
<PAGE>
PART II - OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit 2.1 - Agreement and Plan of Reorganization,
dated June 26, 1995, by and between Richfood
Holdings, Inc. and Super Rite Corporation
(incorporated herein by reference to Richfood's
Joint Proxy Statement/Prospectus dated September 7,
1995 and filed with the Securities and Exchange
Commission on September 7, 1995, as part of
Richfood's Registration Statement on Form S-4 (File
No. 33-62413))
Exhibit 2.2 - Amendment No. 1, dated October 13, 1995,
to the Agreement and Plan of Reorganization by and
between Richfood Holdings, Inc. and Super Rite
Corporation (filed as exhibit 2.2 to Richfood's
Current Report on Form 8-K dated October 15, 1995,
and incorporated herein by reference)
Exhibit 2.3 - Plan of Merger (incorporated herein by
reference to Richfood's Joint Proxy
Statement/Prospectus dated September 7, 1995 and
filed with the Securities and Exchange Commission
on September 7, 1995, as part of Richfood's
Registration Statement on Form S-4 (File No. 33-
62413))
Exhibit 2.4 - Amendment No. 2, dated February
6, 1996 and effective as of October 15, 1995, to
the Agreement and Plan of Reorganization by and
between Richfood Holdings, Inc. and Super Rite
Corporation.
Exhibit 11.1 - Earnings Per Share Computation
(a) for the twelve week periods ended January
6, 1996 and January 7, 1995.
(b) for the thirty-six week periods ended
January 6, 1996 and January 7, 1995.
Exhibit 27.1 - Financial Data Schedule
(b) Reports on Form 8-K
1. Current Report on Form 8-K, dated October 15, 1995,
reporting (under Item 2 thereof) consummation of
the Merger.
2. Current Report on Form 8-K, dated November 30, 1995,
reporting (under Item 5 thereof) certain financial
results for the thirty day period following consummation
of the Merger.
<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.
RICHFOOD HOLDINGS, INC.
Date: February 20, 1996 By/s/ John E. Stokely
John E. Stokely
President & Chief
Operating Officer
Date: February 20, 1996 By/s/ J. Stuart Newton
J. Stuart Newton
Senior Vice President
and Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit Page
Exhibit 2.1 - Agreement and Plan of
Reorganization, dated June 26, 1995, by
and between Richfood Holdings, Inc. and
Super Rite Corporation (incorporated
herein by reference to Richfood's Joint
Proxy Statement/Prospectus dated
September 7, 1995 and filed with the
Securities and Exchange Commission on
September 7, 1995, as part of Richfood's
Registration Statement on Form S-4 (File
No. 33-62413))
Exhibit 2.2 - Amendment No. 1, dated October
13, 1995, to the Agreement and Plan of
Reorganization by and between Richfood
Holdings, Inc. and Super Rite
Corporation (filed as exhibit 2.2 to
Richfood's Current Report on Form 8-K
dated October 15, 1995, and incorporated
herein by reference)
Exhibit 2.3 - Plan of Merger (incorporated
herein by reference to Richfood's Joint
Proxy Statement/Prospectus dated
September 7, 1995 and filed with the
Securities and Exchange Commission on
September 7, 1995, as part of
Richfood's Registration Statement on
Form S-4 (File No. 33-62413))
Exhibit 2.4 - Amendment No. 2,
dated February 6, 1996 and effective
as of October 15, 1995, to the
Agreement and Plan of Reorganization
by and between Richfood Holdings, Inc.
and Super Rite Corporation.
Exhibit 11.1 - Earnings Per Share Computation
(a) for the twelve week periods ended January
6, 1996 and January 7, 1995.
(b) for the thirty-six week periods ended
January 6, 1996 and January 7, 1995.
Exhibit 27.1 - Financial Data Schedule
EXHIBIT 11.1 (a)
RICHFOOD HOLDINGS, INC.
COMPUTATION OF NET EARNINGS PER COMMON SHARE
(Dollar amounts in thousands, except per share data)
Third Quarter
January 6, January 7,
1996 1995
(12 Weeks) (12 Weeks)
<TABLE>
<S> <C> <C>
NET EARNINGS $ 2,772 $ 10,086
PRIMARY EARNINGS PER COMMON SHARE:
Weighted average number of
common shares outstanding 31,238,018 31,143,963
Net additional common shares
issuable upon exercise of
dilutive options, determined
by treasury stock method 491,148 320,155
Common shares and equivalents 31,729,166 31,464,118
Net earnings per common share (a) $ 0.09 $ 0.32
FULLY DILUTED EARNINGS PER COMMON SHARE:
Common shares and equivalents 31,729,166 31,464,118
Net additional common shares
issuable upon exercise of
dilutive options, determined by
treasury stock method
using quarter-end market price,
if higher than average price -- 33,441
Common shares and equivalents (b) 31,729,166 31,497,559
Net earnings per common share (a) $ 0.09 $ 0.32
<FN>
</TABLE>
NOTE:(a) Dilution is less than 3%.
(b) The Company does not have any other potentially
dilutive securities.
<PAGE>
EXHIBIT 11.1 (b)
RICHFOOD HOLDINGS, INC.
COMPUTATION OF NET EARNINGS PER COMMON SHARE
(Dollar amounts in thousands, except per share data)
Year-to-Date
January 6, January 7,
1996 1995
(36 Weeks) (36 Weeks)
<TABLE>
<S> <C> <C>
NET EARNINGS $ 22,787 $ 27,599
PRIMARY EARNINGS PER COMMON SHARE:
Weighted average number of
common shares outstanding 31,218,195 31,124,023
Net additional common shares
issuable upon exercise of
dilutive options, determined
by treasury stock method 491,148 314,845
Common shares and equivalents 31,709,343 31,438,868
Net earnings per common share (a) $ 0.72 $ 0.88
FULLY DILUTED EARNINGS PER COMMON SHARE:
Common shares and equivalents 31,709,343 31,438,868
Net additional common shares
issuable upon exercise of
dilutive options, determined by
treasury stock method
using quarter-end market price,
if higher than average price -- 33,441
Common shares and equivalents (b) 31,709,343 31,472,309
Net earnings per common share (a) $ 0.72 $ 0.88
<FN>
</TABLE>
NOTE:(a) Dilution is less than 3%.
(b) The Company does not have any other potentially
dilutive securities.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE COMPANY'S
CONSOLIDATED FINANCIAL STATEMENTS FOR THE THIRTY-SIX WEEK PERIOD ENDED JANUARY
6, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> APR-27-1996
<PERIOD-END> JAN-06-1996
<CASH> 4,149
<SECURITIES> 0
<RECEIVABLES> 97,959
<ALLOWANCES> 2,982
<INVENTORY> 165,923
<CURRENT-ASSETS> 291,785
<PP&E> 220,875
<DEPRECIATION> 97,946
<TOTAL-ASSETS> 558,823
<CURRENT-LIABILITIES> 240,934
<BONDS> 0
<COMMON> 64,826
0
0
<OTHER-SE> 117,379
<TOTAL-LIABILITY-AND-EQUITY> 558,823
<SALES> 2,251,312
<TOTAL-REVENUES> 2,251,312
<CGS> 2,029,874
<TOTAL-COSTS> 2,029,874
<OTHER-EXPENSES> 172,418
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,887
<INCOME-PRETAX> 41,414
<INCOME-TAX> 17,625
<INCOME-CONTINUING> 23,789
<DISCONTINUED> 0
<EXTRAORDINARY> 1,002
<CHANGES> 0
<NET-INCOME> 22,787
<EPS-PRIMARY> .73
<EPS-DILUTED> .73
</TABLE>
Exhibit 2.4
AMENDMENT
AMENDMENT, made as of February 6, 1996, but effective as of
October 15, 1995 (the "Amendment"), to the Agreement and Plan of
Reorganization, dated June 26, 1995 (as previously amended, the
"Original Agreement"), by and between Richfood Holdings, Inc.
("Richfood") and Super Rite Corporation ("Super Rite").
Capitalized terms not otherwise defined herein shall have the
meanings given in the Original Agreement.
RECITALS
WHEREAS, all third party beneficiaries of the provisions of
Subsections 6.14(e)(iii) and (iv) of the Original Agreement have
consented to the amendment and restatement of such Subsections as
contemplated herein.
NOW, THEREFORE, in consideration of the premises and of the
mutual agreements set forth herein, the parties hereby agree as
follows:
AGREEMENT
1. Subsections 6.14(e)(iii) and (iv) of the Original
Agreement are hereby amended and restated, in their entirety, to
read as set forth in Exhibit A attached hereto, such amendment
and restatement to be effective as of the Effective Time.
2. Except as expressly amended hereby, the Original
Agreement remains in full force and effect. This Amendment shall
be governed by the laws of the Commonwealth of Virginia,
regardless of any applicable provisions thereof governing
conflicts of laws. This Amendment may be executed in one or more
counterparts, all of which shall together constitute one
Amendment.
IN WITNESS WHEREOF, each party hereto has caused this
Amendment to be duly executed on its behalf by its officer
thereunto duly authorized, all as of October 15, 1995.
RICHFOOD HOLDINGS, INC.
By:____________________________
Donald D. Bennett
Chairman & Chief Executive
Officer
SUPER RITE CORPORATION
By:____________________________
Peter Vanderveen
President
EXHIBIT A
AMENDED AND RESTATED SUBSECTIONS 6.14(e)(iii) and (iv)
(iii) Richfood shall pay all SEC and state "Blue Sky"
filing fees, all fees and expenses of Richfood's counsel and
accountants and all printing and mailing fees (collectively,
"Registration Expenses") associated with the first registration
and offering of shares for the benefit of members of the Super
Rite Group pursuant to Section 6.14(a) (it being understood that
Registration Expenses shall not include underwriting fees,
commissions or expenses, the fees and expenses of counsel for the
underwriters or the fees and expenses of any counsel or
accountants retained by any member of the Super Rite Group in
connection with such registration and offering). For all other
registrations and offerings of shares pursuant to this Section
6.14, the selling Super Rite Group shareholders shall pay, on a
pro rata basis, all Registration Expenses and other costs and
expenses associated with such registrations and offerings;
(iv) Richfood shall not be obligated to provide more than a
total of two registrations pursuant to Section 6.14(a) and
Section 6.14(c) hereof; provided, that in the event any shares
are excluded in an initial registration pursuant to Section
6.14(c) or in the event such registration is withdrawn or
abandoned by Richfood, the Super Rite Group shareholders shall
have additional registration rights pursuant to such subsection
until such time as the shares originally proposed to be
registered thereunder have been registered pursuant to this
Section; and provided, further, that the Selling Shareholders
will be entitled to withdraw any request for registration
pursuant to Section 6.14(a) or Section 6.14(c) hereof prior to
the sale of shares pursuant thereto, and such withdrawn request
shall not be considered one of the two registrations to which the
Super Rite Group shareholders are entitled, if such shareholders
reimburse Richfood promptly upon request for its actual out-of-
pocket expenses in connection with such withdrawn registration.
