SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q/A1
(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
.
Explanatory Note:
This Form 10-Q/A1 amends the quarterly report that was filed on February 20,
1996. This Form 10-Q/A1 reflects additional adjustments to conform certain of
Super Rite Corporation's accounting practices and methods to those of the
Company.
Page 1 of 12 pages.
<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)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(Unaudited)
Third Quarter Ended
January 6, January 7,
1996 1995
(12 Weeks) % (12 Weeks) %
---------- - ---------- --
<S> <C> <C> <C> <C>
Sales $ 766,802 100.00 $ 756,873 100.00
Costs and expenses, net:
Cost of goods sold 691,071 90.12 681,629 90.06
Operating and adminis-
trative expenses 53,831 7.02 54,478 7.20
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 loss 7,669 1.00 17,131 2.26
Income taxes 3,895 0.51 7,045 0.93
--------- ---- -------- ----
Earnings before extraordinary
loss 3,774 0.49 10,086 1.33
Extraordinary loss, net of tax 1,002 0.13 -- --
-------- ---- -------- ---- -------
Net earnings $ 2,772 0.36 $ 10,086 1.33
======== ==== ======== ====
Earnings per common share:
Before extraordinary loss $ .12 $ .32
Extraordinary loss .03 --
----------- --------
Net earnings $ .09 $ .32
========== ========
Cash dividends declared
per common share $ .03 $ .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)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(Unaudited)
Year-to-Date
January 6, January 7,
1996 1995
(36 Weeks) % (36 Weeks) %
---------- - ---------- --
<S> <C> <C> <C> <C>
Sales $ 2,251,312 100.00 $ 2,089,081 100.00
Costs and expenses, net:
Cost of goods sold 2,029,874 90.16 1,880,272 90.00
Operating and adminis-
trative expenses 160,425 7.13 150,750 7.22
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 loss 41,414 1.84 47,090 2.25
Income taxes 17,625 0.78 19,491 0.93
--------- ---- ------------- ----
Earnings before extraordinary
loss 23,789 1.06 27,599 1.32
Extraordinary loss, net of tax 1,002 0.05 -- --
--------- ---- -------------- -------
Net earnings $ 22,787 1.01 $ 27,599 1.32
========= ==== ============= ====
Earnings per common share:
Before extraordinary loss $ .76 $ .89
Extraordinary loss .03 --
---------- ------------
Net earnings $ .73 $ .89
========= ==========
Cash dividends declared
per common share $ .085 $ .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)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
January 6, April 29,
1996 1995
(Unaudited)
- --------------------------------------------------------------------------------------------------
<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 $ 11,205 $ 11,618
Accounts payable 178,806 162,189
Accrued expenses and other current
liabilities 54,831 57,752
----------- -----------
Total current liabilities 244,842 231,559
---------- ----------
Long-term debt and capital lease
obligations 105,299 166,913
Deferred credits and other 23,643 21,968
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 120,213 96,352
----------- ------------
Total stockholders' equity 185,039 160,330
----------- -----------
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)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
(Unaudited)
Year-to-Date
January 6, January 7,
1996 1995
(36 Weeks) (36 Weeks)
- ------------------------------------------------------------------------------------------------
<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 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 "Super Rite Acquisition") 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 practices and methods to its own in conjunction with the
restatement of the prior historical consolidated financial statements
in accordance with the pooling-of-interests method.
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 on sales of $228.1 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:
<TABLE>
<CAPTION>
(Amounts in thousands)
(Unaudited)
October 14, October 15, January 7,
1995 1994 1995
(24 Weeks) (24 Weeks) (36 Weeks)
--------------------------------------------------------------------------
<S> <C> <C> <C>
Sales:
Richfood Holdings, Inc. $ 782,932 $ 641,084 $ 1,021,542
Super Rite Corporation 703,244 691,833(a) 1,068,603(b)
Adjustments to conform
certain of Super Rite's
accounting practices
and methods (1,666) (709) (1,064)
------------- ------------ ------------
Combined $ 1,484,510 $ 1,332,208 $ 2,089,081
=========== =========== ============
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 practices
and methods 1,070 1,320 1,805
--------------- ------------- -------------
Combined $ 20,027 $ 17,413 $ 27,599
============= ============= ==============
</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 Corporation's accounting
practices and methods to those of Richfood primarily relate to the
accounting for inventories, pre-opening and closing expenses,
insurance and certain other operating expenses.
Note 4. The extraordinary loss, net of tax, of $1.0 million for the twelve
and thirty-six week periods ended January 6, 1996 primarily related
to the repurchase, at market prices above par, of approximately $9.7
million principal amount of Super Rite 10 5/8% Senior Subordinated
Notes ("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 market prices therefor are
economically beneficial in relation to the Company's cost of funds.
In addition, the Company expects to call the Senior Notes for
redemption on April 1, 1997, the first permitted redemption date, at
their redemption price of 105.31% of par.
Note 5. 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 operations.
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
Super Rite Acquisition, 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 Super
Rite Acquisition 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 eleven "superstores" in the Baltimore, Maryland and Dover,
Delaware markets operating under the METRO tradename, and six 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 Super Rite Acquisition 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, of $766.8
million consisted of $729.1 million of wholesale grocery sales, including
intersegment sales of $35.2 million, and $72.9 million of retail grocery sales.
Wholesale grocery sales of $729.1 million increased $6.6 million, or 0.9%, as
compared to sales of $722.5 million for the same period last fiscal year.
Excluding the additional week in the fiscal 1995 third quarter for Super Rite,
wholesale grocery sales would have increased $32.9 million, or 4.7%. The
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; sales to new customers at Super Rite; and
sales to customers who expanded their retail operations. Retail grocery sales of
$72.9 million decreased $3.0 million, or 3.9%, compared to sales of $75.9
million for the same period last fiscal year. Excluding the additional week in
the fiscal 1995 third quarter for Super Rite, retail grocery sales would have
increased $2.8 million, or 4.1%. The increase was primarily attributable to
effect of increased sales from three METRO stores opened between September 1994
and September 1995, offset in part by the loss of sales from the closing of two
BASICS stores in the fourth quarter of fiscal 1995.
Sales for the thirty-six week period ended January 6, 1996, of $2.25
billion consisted of $2.14 billion of wholesale grocery sales, including
intersegment sales of $101.8 million, and $211.0 million of retail grocery
sales. Wholesale grocery sales of $2.14 billion increased $146.8 million, or
7.4% over sales of $2.00 billion for the same period last fiscal year. Excluding
the three additional weeks in the fiscal 1995 year to date period for Super
Rite, wholesale grocery sales would have increased $221.7 million, or 11.5%.
This increase in wholesale grocery sales was primarily attributable to:
thirty-six weeks of Rotelle sales in the fiscal 1996 year to date period, as
compared to twenty weeks of Rotelle sales included in the fiscal 1995 year to
date period; sales to new customers served as a result of the Company's
acquisition of the wholesale division of Camellia; sales to new customers of
Super Rite; and sales to customers who expanded their retail operations. Retail
grocery sales of $211.0 million decreased $9.9 million, or 4.5%, from sales of
$220.8 million for the same period last fiscal year. Excluding the three
additional weeks in the fiscal 1995 year to date period for Super Rite, retail
grocery sales would have increased $7.2 million, or 3.5%. This increase in
retail grocery sales was primarily attributable to the effect of increased sales
from five METRO stores opened between March 1994 and September 1995, which was
partially offset by the loss of sales from the closing of two BASICS stores in
the fourth quarter of fiscal 1995.
Gross margin was 9.88% for the twelve week period ended January 6,
1996, compared to 9.94% for the same period last fiscal year. Gross margin was
9.84% for the thirty-six week period ended January 6, 1996 compared to 10.00%
for the same period last fiscal year. The decrease in gross margin is primarily
the result of increased sales by Super Rite 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 $54.5
million, or 7.20% 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 $150.8 million, or 7.22% 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 Super Rite Acquisition.
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, or $7.8 million on an after-tax basis, in
connection with the Super Rite Acquisition. This charge relates primarily to
transaction costs associated with the Super Rite Acquisition, severance costs
and costs related to the conversion of certain BASICS 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, the early extinguishment of $9.7
million of Super Rite Senior Notes and the repayment of borrowings under a $25.0
million Super Rite term loan facility.
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 twelve and thirty-six week periods of fiscal
1996 is attributable to certain non-deductible merger and integration costs
associated with the Super Rite Acquisition.
The extraordinary loss, net of tax, of $1.0 million for the twelve and
thirty-six week periods ended January 6, 1996, is related to the repurchase, at
market prices above par, of $9.7 million principal amount of the Super Rite
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 Super Rite Notes, from time to time, when the market
prices therefor are economically beneficial in relation to the Company's cost of
funds. In addition, the Company expects to call the Super Rite 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 charge related to the
Super Rite acquisition and the extraordinary loss related to the early
extinguishment of the debt, 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 for the twelve and
thirty-six week periods ended January 6, 1996, excluding the effects of the
one-time charge and the extraordinary loss, represent a 14.7% and 14.5%
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 end of the
pooled company, 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 end of the pooled
company consist of Super Rite's net earnings for the eight week period between
March 4, 1995, its former fiscal year end, and Richfood's April 29, 1995, fiscal
year end, and certain non-cash components, primarily depreciation and
amortization, for the same period.
Working capital was $46.9 million at January 6, 1996, and $72.8 million
at April 29, 1995. The decrease in working capital from April 29, 1995, to
January 6, 1996, related primarily to a reduction in cash and cash equivalents
that were utilized during the third quarter of fiscal 1996 to reduce long-term
debt.
Net cash used for investing activities of $13.3 million for the
thirty-six week period ended January 6, 1996 included $9.5 million of capital
expenditures. Capital expenditures include capital employed for the addition of
new METRO "superstores" and the conversion of existing BASICS stores to the
METRO format. In addition, capital expenditures included the purchase of
warehouse racking and material handling equipment at the Company's distribution
centers and improvements to the dairy.
The Company remains committed to providing secured financing to retail
customers. Loans issued to retailers were $9.0 million for the thirty-six week
period ended January 6, 1996, and were offset by $9.0 million of repayments by
retailers.
The Company financed its $50.7 million purchase of Rotelle during
fiscal 1995 with borrowings under a $35.0 million revolving credit facility with
a commercial bank, together with internally generated funds and borrowings under
an existing revolving credit facility. The $35.0 million revolving credit
facility was repaid in full in fiscal 1995.
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 and revolving credit facilities. The
$62.0 million of net repayments primarily related to the repayment of a $25.0
million revolving credit facility, a $25.0 million term loan facility and the
early extinguishment of $9.7 million of the Super Rite Notes.
The Company's long-term debt, including capital leases and current
maturities, was $116.5 million at January 6, 1996, compared to $178.5 million at
April 29, 1995. The ratio of long-term debt, including capital leases and
current maturities, to equity was 0.63 to 1 at January 6, 1996 and 1.11 to 1 at
April 29, 1995.
Since January 6, 1996, the Company has repurchased at market prices
above par, an additional $17.5 million principal amount of Super Rite Notes, and
expects to record an extraordinary loss, net of tax, of approximately $1.1
million during the fourth quarter of fiscal 1996, related to such repurchases.
The Company believes that it has the ability to continue to generate
adequate funds from its operations and through borrowings under its long-term
debt facilities to maintain its competitive position and expand its business.
<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: March 19, 1996 By /s/ J. Stuart Newton
--------------------
J. Stuart Newton
Senior Vice President
and Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> APR-27-1996
<PERIOD-END> JAN-6-1996
<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> 244,842
<BONDS> 0
0
0
<COMMON> 64,826
<OTHER-SE> 120,213
<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>
