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 April 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 number ________1-6905_________________
RUDDICK CORPORATION
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-0905940
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1800 Two First Union Center
Charlotte, North Carolina 28282
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (704) 372-5404
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 such shorter period that
the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes X No ______________
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Outstanding Shares
Class As of May 15, 2000
Common Stock 46,204,308 shares
<PAGE>
RUDDICK CORPORATION
INDEX
PAGE NO.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED BALANCE SHEETS -
APRIL 2, 2000 AND OCTOBER 3, 1999 2
CONSOLIDATED CONDENSED STATEMENTS OF
INCOME - THREE MONTHS AND SIX MONTHS
ENDED APRIL 2, 2000 AND MARCH 28, 1999 3
CONSOLIDATED CONDENSED STATEMENTS OF
TOTAL NONOWNER CHANGES IN EQUITY -
THREE MONTHS AND SIX MONTHS
ENDED APRIL 2, 2000 AND MARCH 28,1999 4
CONSOLIDATED CONDENSED STATEMENTS OF
CASH FLOWS - THREE MONTHS AND SIX MONTHS
ENDED APRIL 2, 2000 AND MARCH 28, 1999 5
NOTES TO CONSOLIDATED CONDENSED FINANCIAL
STATEMENTS 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 7-12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK 12
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 14
SIGNATURES 14
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
RUDDICK CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands)
April 2, October 3,
ASSETS 2000 1999
(Unaudited) (Unaudited)
------------- -------------
CURRENT ASSETS:
Cash and Temporary Cash Investments $ 15,876 $ 14,467
Accounts Receivable, Net 84,679 76,827
Inventories 239,305 223,694
Other 33,900 43,886
------------- ------------
Total Current Assets 373,760 358,874
PROPERTY, NET 549,742 539,557
INVESTMENTS AND OTHER ASSETS 73,839 71,683
------------- -------------
Total $ 997,341 $ 970,114
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes Payable $ 14 $ 177
Current Portion of Long-Term Debt 2,905 429
Accounts Payable 135,978 143,095
Income Taxes Payable 11,877 14,986
Other Accrued Liabilities 76,472 80,181
------------ -----------
Total Current Liabilities 227,246 238,868
LONG-TERM DEBT 220,755 198,532
DEFERRED LIABILITIES 86,557 84,305
MINORITY INTEREST 4,900 4,726
SHAREHOLDERS' EQUITY:
Capital Stock - Common 48,205 52,137
Retained Earnings 412,086 393,699
Cumulative Translation Adjustments (2,408) (2,153)
----------- -----------
Shareholders' Equity 457,883 443,683
----------- -----------
Total $ 997,341 $ 970,114
=========== ===========
<PAGE>
RUDDICK CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(in thousands, except share and per share data)
THREE MONTHS ENDED SIX MONTHS ENDED
--------------------------- --------------------------
April 2, March 28, April 2, March 28,
2000 1999 2000 1999
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
------------- ------------- ------------- ------------
NET SALES
American & Efird $ 88,559 $ 81,303 $ 170,746 $ 167,450
Harris Teeter 573,760 564,336 1,157,030 1,130,334
----------- ------------ -------------- -----------
Total 662,319 645,639 1,327,776 1,297,784
----------- ------------ -------------- -----------
GROSS PROFIT
American & Efird 26,627 24,030 51,568 49,281
Harris Teeter 161,482 151,102 324,847 304,062
------------ ------------ -------------- -----------
Total 188,109 175,132 376,415 353,343
------------ ------------ -------------- -----------
OPERATING PROFIT
American & Efird 12,073 10,816 23,743 22,158
Harris Teeter 15,781 15,213 31,535 29,651
------------ ------------ -------------- -----------
Total 27,854 26,029 55,278 51,809
------------ ------------ -------------- -----------
OTHER COSTS AND DEDUCTIONS
Interest expense, net 3,750 3,679 7,586 7,416
Other expense, net 1,812 1,867 3,269 3,559
Minority interest 194 84 335 193
----------- ------------ -------------- -----------
Total 5,756 5,630 11,190 11,168
----------- ------------ -------------- -----------
Income before income
taxes 22,098 20,399 44,088 40,641
Income taxes 8,737 7,669 17,370 15,270
----------- ------------- -------------- -----------
Net income $ 13,361 $ 12,730 $ 26,718 $ 25,371
=========== ============= ============== ===========
WEIGHTED AVERAGE NUMBER OF SHARES OF
COMMON STOCK OUTSTANDING:
Basic 46,282,579 46,560,396 46,336,761 46,576,050
Diluted 46,343,903 46,801,439 46,452,806 46,832,054
NET INCOME PER SHARE -
BASIC $.29 $.27 $.58 $.54
DILUTED $.29 $.27 $.58 $.54
DIVIDENDS DECLARED
PER SHARE - COMMON $.09 $.08 $.18 $.16
<PAGE>
RUDDICK CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF TOTAL NONOWNER CHANGES IN EQUITY
(in thousands)
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------ -----------------------
April 2, March 28, April 2, March 28,
2000 1999 2000 1999
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
------------- ----------- ----------- -----------
Net Income $ 13,361 $ 12,730 $ 26,718 $ 25,371
Other nonowner changes in
equity, net of tax:
Foreign currency translation
adjustment (182) 44 (255) (237)
------------ --------- ----------- ----------
Total nonowner changes in
equity $13,179 $12,774 $26,463 $25,134
============ ========= =========== ===========
<PAGE>
RUDDICK CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(in thousands)
SIX MONTHS ENDED
---------------------------
April 2, March 28,
2000 1999
(Unaudited) (Unaudited)
------------- -------------
CASH FLOW FROM OPERATING ACTIVITIES
Net Income $ 26,718 $ 25,371
Non-Cash Items Included in Net Income
Depreciation and Amortization 37,584 34,715
Other, Net 195 (1,256)
Decrease (Increase) in Current Assets (13,565) (23,997)
Increase (Decrease) in Current Liabilities (14,097) (25,991)
------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 36,835 8,842
------------ ------------
INVESTING ACTIVITIES
Capital Expenditures (51,090) (40,800)
Cash Proceeds from Sale of Property 308 950
Company Owned Life Insurance, Net (2,646) 6,394
Other, Net 4,884 1,654
----------- ------------
NET CASH USED IN INVESTING ACTIVITIES (48,544) (31,802)
----------- ------------
FINANCING ACTIVITIES
Proceeds of Long-Term Borrowings 24,900 28,837
Payment of Principal on Long-Term Debt (201) (580)
Dividends (8,330) (7,449)
Other, Net (3,251) (168)
---------- -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 13,118 20,640
----------- ------------
INCREASE (DECREASE) IN BALANCE SHEET CASH 1,409 (2,320)
BALANCE SHEET CASH AT BEGINNING OF PERIOD 14,467 16,668
----------- ------------
BALANCE SHEET CASH AT END OF PERIOD $ 15,876 $ 14,348
=========== ============
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
Cash Paid During the Period for:
Interest $ 7,751 $ 7,561
Income Taxes $ 17,959 $ 12,916
<PAGE>
RUDDICK CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
IN THE OPINION OF MANAGEMENT, THE INFORMATION FURNISHED REFLECTS
ALL ADJUSTMENTS (CONSISTING ONLY OF NORMAL RECURRING ACCRUALS)
NECESSARY TO PRESENT FAIRLY THE RESULTS FOR THE INTERIM PERIODS
PRESENTED.
THE COMPANY ADOPTED SFAS NO. 131, "DISCLOSURES ABOUT SEGMENTS OF AN
ENTERPRISE AND RELATED INFORMATION", EFFECTIVE WITH THE BEGINNING OF
ITS FIRST FISCAL QUARTER OF 1999. ALL INTERIM PERIOD INFORMATION AND
DISCLOSURES REGARDING THE BUSINESS SEGMENTS OF THE COMPANY -
INDUSTRIAL THREAD, AMERICAN & EFIRD AND RETAIL GROCERY, HARRIS
TEETER - REQUIRED BY THIS ACCOUNTING PRONOUNCEMENT ARE CONTAINED
IN THESE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
<PAGE>
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
The following table shows net sales, gross profit and operating profit
for each of Ruddick Corporation's operating subsidiaries for the quarters
and six months ended April 2, 2000 and March 28, 1999:
(In Thousands) Quarter Ended Six Months Ended
------------------------- --------------------------
April 2, March 28, April 2, March 28,
2000 1999 2000 1999
---------- ------------ ------------ ------------
Net Sales
American & Efird $ 88,559 $ 81,303 $ 170,746 $ 167,450
Harris Teeter 573,760 564,336 1,157,030 1,130,334
---------- ------------- ------------ ------------
Total $ 662,319 $ 645,639 $1,327,776 $1,297,784
Gross Profit
American & Efird $ 26,627 $ 24,030 $ 51,568 $ 49,281
Harris Teeter 161,482 151,102 324,847 304,062
---------- ------------- ----------- -----------
Total $ 188,109 $ 175,132 $ 376,415 $ 353,343
Operating Profit
American & Efird $ 12,073 $ 10,816 $ 23,743 $ 22,158
Harris Teeter 15,781 15,213 31,535 29,651
---------- ------------- ------------ -----------
Total $ 27,854 $ 26,029 $ 55,278 $ 51,809
For the Three Months Ended April 2, 2000 and March 28, 1999
Consolidated sales of $662 million in the second quarter of fiscal 2000
increased 2.6% over the $646 million reported for the comparable period last
year. Total gross profit was up 7.4% from $175 million in the second quarter
of fiscal 1999 to $188 million in the second quarter of fiscal 2000. Total
operating profit of $27.9 million increased 7.0% from $26.0 million
for the comparable period last year. Net income of $13.4 million increased
5.0% from the $12.7 million reported in the second fiscal quarter last year,
and the quarter's basic and diluted earnings per share rose from $.27 in
fiscal 1999 to $.29 in fiscal 2000. Higher sales and profitability were
recorded at both American & Efird (A&E), the industrial thread subsidiary,
and Harris Teeter, the supermarket subsidiary.
Harris Teeter sales in the second quarter of fiscal 2000 of $573.8
million increased by 1.7% over the $564.3 million reported for the
comparable period last year. Net sales for stores in operation during both
periods were flat. Sales at Harris Teeter were impacted by the continuation
of the highly competitive supermarket environment in the Southeast
characterized by competitor store openings and aggressive feature pricing.
Higher sales early in the quarter due to the threat of bad weather were
offset by the impact of somewhat lower customer demand later in the
quarter. In addition, total sales for the eight new stores acquired last
year from Kroger in the Greensboro/Winston-Salem, North Carolina market,
were less than total sales during the comparable period
for the 11 stores in western Virginia that were sold in 1999. The company
reiterated its opinion that the store trades with Kroger were strategically
important and have the potential for higher sales in future periods due to
superior market demographics. While Harris Teeter expects both the intensely
competitive environment and minimal food inflation to continue for the
foreseeable future, senior management is continuing to deploy targeted
promotional activities to drive customer traffic while refocusing sales
efforts throughout the remainder of the fiscal year. Gross profit of $161.5
million increased by 6.9% from $151.1 million in the second fiscal quarter
of 1999 and gross margin on sales grew to 28.1% from 26.8% last year due
primarily to pricing programs and an increase in private label and store
brand sales. Operating profit in the second fiscal quarter of
2000 of $15.8 million increased by 3.7% over the $15.2 million reported
for the comparable period last year. Operating margin on sales increased
to 2.75% of sales in the current quarter from 2.70% in the second quarter
of fiscal 1999. The improvement in operating margin was due primarily to
the improved gross margin on sales and continued programs to enhance
productivity. At April 2, 2000, 151 stores were in operation, up from 148
at March 28, 1999. Harris Teeter opened two new stores in its Atlanta,
Georgia market during the second quarter of fiscal 2000. Harris Teeter
expects to open six more stores in the second half of the fiscal year.
In the second quarter of fiscal 1999, A&E sales of $88.6 million
increased 8.9% from the $81.3 million reported for the comparable period
last year. This increase was partially due to the timing of customer
holiday plant closings which occurred in their entirety in the first
quarter this year versus being spread over the first and second quarters
last year. General business conditions worldwide improved during the second
quarter, with the exception of Europe where the shifting of apparel sourcing
and weakness in the denim market continued to have a negative impact. A&E
sales in its U.S. market increased by 3.5% compared to the same quarter
last year. A&E continued significant rates of sales growth in Canada,
Mexico and the Caribbean Basin due to the growth in apparel production in
those regions as a result of NAFTA and the Caribbean Basin Initiative (CBI).
Rates of sales growth in Asia were also favorable. A&E's aggregate foreign
sales increased by 23% in the quarter in comparison to the prior year period
and accounted for 32% of A&E's total sales in the current quarter. Despite
highly competitive pricing in the market and rising raw material costs,
A&E's gross profit of $26.6 million in the second quarter of fiscal 2000
increased 10.8% from $24.0 million in the second quarter last year, due
primarily to a better mix of products sold, better running schedules in its
manufacturing facilities which improved efficiencies and the 1999
consolidation of finishing and distribution operations. Gross margin on
sales increased to 30.1% in fiscal 2000 from 29.6% in the previous year.
Operating profit of $12.1 million in the second quarter of fiscal 2000
grew by 11.6% from $10.8 million in the comparable period last year. The
majority of the foreign operations of A&E generated improvements in
operating profitability, although none are individually material to the
Company. A&E's operating profit in its foreign operations increased 24.8%
and in the U.S. market, increased by 9.1% in comparison to the prior year
quarter.
For the Six Months Ended April 2, 2000 and March 28, 1999
Consolidated sales in the six months ended April 2, 2000 of $1.33
billion increased 2.3% over the $1.30 billion reported for the first
six months of fiscal 1999. Total gross profit increased by 6.5% from
$353.3 million in the first half of fiscal 1999 to $376.4 million in
the first six months of fiscal 2000. Operating profit of $55.3 million
was up 6.7% from $51.8 million in the comparable period of fiscal 1999.
Net income rose by 5.3%, from $25.4 million in the first half of fiscal
1999 to $26.7 million for the current six-month period. Basic and diluted
earnings per share for the first six months of this year were $.58
versus $.54 a year ago.
Harris Teeter sales of $1.16 billion for the first six months of fiscal
2000 increased by 2.4% over the $1.13 billion recorded in the period last
year and net sales for stores in operation during both periods were flat.
Sales results were impacted by the lack of inflation in the grocery sector,
competitors' new stores opened in the region and aggressive feature pricing
by competitors. In addition, total sales for the eight stores acquired
last year from Kroger were less than total sales during the comparable
period for the 11 stores in western Virginia that were sold in 1999. The
company plans to continue to utilize customer data obtained from the VIC
loyalty card program to help develop customized merchandising and
promotional programs to drive customer traffic in its key markets. Even
given the difficult pricing environment during the past six months, Harris
Teeter was able to increase gross profit by 6.8%, from $304.1 million during
fiscal 1999 to $324.8 million in fiscal 2000, and gross margin on sales
increased from 26.9% in fiscal 1999 to 28.1% in fiscal 2000. Gross margin
increases were driven by an increased sales distribution in private label
and store brands and by pricing and merchandising programs. Operating
profit increased by 6.4% to $31.5 million in the first six months of fiscal
2000 from $29.7 million in the comparable prior year period and operating
margin on sales improved to 2.73% in fiscal 2000 from 2.62% in fiscal 1999.
These results were primarily achieved due to the increased gross margin on
sales and store productivity enhancements, offset somewhat by higher
merchandising, operations and store occupancy costs. A total of four new
stores were opened during the six-month period in fiscal 2000 resulting in
151 stores in operation at April 2, 2000.
A&E sales of $170.7 million for the first six months of this year
increased by 2.0% from $167.5 million in the comparable period last year.
A&E's sales growth reflected the adverse impact of the growth of apparel
imports, the shift of apparel manufacturing out of the U.S. and weakness in
European retail denim apparel sales, offset by strong growth in foreign
sales. While A&E's sales in its U.S. markets declined 2.2%, its total
foreign sales increased by 12.4% for the six months in comparison to the
comparable six months in fiscal 1999 and accounted for 32% of total
year-to-date sales. The relative sales distribution of the company's
business in Latin America, particularly in Mexico, continued to grow as
the result of NAFTA. For the first six months of fiscal 2000, A&E's gross
profit of $51.6 million increased by 4.6% from the $49.3 million in the
comparable period last year and gross margin on sales expanded somewhat.
Despite a more favorable mix of products sold, which improved gross margins
over the previous year, A&E continued to experience pressure on margins
due to competitive pricing and rising raw materials prices. Further,
margins were favorably impacted by the better running schedules in
manufacturing facilities during the second fiscal quarter and by the
benefits realized from the consolidation of certain dyeing, finishing
and distribution facilities in 1999. Operating profit of $23.7 million
in the first six months increased by 7.2% from $22.2 million in the first
six months of last year and operating margin on sales increased to
13.9% in fiscal 2000 from 13.2% in the prior year. Although none of
the foreign operations are individually material to the Company, the
majority showed improvements in operating profit. A&E's operating profit
in the U.S. during the six-month period increased by 3.5% as compared
to the prior year six months primarily as a result of the improvement in
manufacturing operating schedules.
Capital Resources and Liquidity
Ruddick Corporation is a holding company which, through its wholly-owned
subsidiaries, American & Efird, Inc. and Harris Teeter, Inc., is engaged
in the primary businesses of industrial sewing thread manufacturing and
distribution, and regional supermarket operations, respectively. Ruddick
has no material independent operations, nor material assets, other than the
investments in its operating subsidiaries. Ruddick provides a variety of
services to its subsidiaries and is dependent upon income and upstream
dividends from its subsidiaries. There exist no material restrictions on
such dividends, which are determined as a percentage of net income of each
subsidiary.
The Company seeks to limit long-term debt so that it constitutes no
more than 40% of capital employed, which includes long-term debt, minority
interest and shareholders' equity. As of April 2, 2000, this percentage
was 32.6%, as compared to 30.7% at October 3, 1999.
The Company's principal source of liquidity has been revenues from
operations. The Company also has the ability to borrow up to an aggregate
of $100 million under established revolving lines of credit with three
banks. The maximum amount outstanding under these credit facilities during
the quarter ended April 2, 2000 was $84.0 million, and $65.7 million was
outstanding at quarter end compared to $40.8 million at October 3, 1999.
The additional borrowings under Ruddick's revolving credit facilities
were used primarily for capital expenditures. Borrowings and repayments
under these revolving credit facilities are of the same nature as
short-term credit lines; however, due to the nature and terms of the
agreements allowing up to five years for repayment, all borrowings under
these facilities are classified as long-term debt. Two-thirds of the
aggregate balance outstanding under these revolving lines of credit will
mature February 15, 2005, and one-third will mature February 15, 2004,
however, an annual one-year extension of term may be provided by the
lenders under the evergreen provisions of the loan agreement. In addition,
the Company has a short-term, uncommitted bank line of credit for $10
million on which no borrowing was outstanding at quarter end.
Working capital of $146.5 million at April 2, 2000 increased $26.5
million from October 3, 1999, primarily the result of increases in both
inventories (up $15.6 million) and accounts receivable (up $7.9 million)
to support increased sales activity at Harris Teeter and A&E and reductions
in their accounts payable and accrued liabilities. The current ratio
was 1.6 at April 2, 2000 and 1.5 at October 3, 1999.
Covenants in certain of the Company's long-term debt agreements limit
the total indebtedness that the Company may incur. Management believes
that the limit on indebtedness does not significantly restrict the Company's
liquidity and that such liquidity is adequate to meet foreseeable requirements.
During the first six months of fiscal 2000, capital expenditures
totaled $51.1 million. A&E has spent $8.4 million of the $32 million it
is budgeted to spend in fiscal year 2000, and Harris Teeter has spent
$42.7 million of an anticipated $98 million. These expenditures are for
modernization and expansion. Management expects that internally
generated funds, supplemented by available borrowing capacity, will be
adequate to finance such expenditures.
Other Matters
As a result of federal legislation which phased out, effective
January 1, 1999, interest deductions on certain insurance policy loans
and thereby significantly diminished the favorable tax attributes of
company owned life insurance ("COLI"), the Company's effective income tax
rate, in comparison to the prior fiscal year, has risen to a level slightly
below statutory rates domestically. The Company has recorded income tax
reductions of approximately $25 million cumulatively as the result of COLI
interest deductions from October 1993 through December 27, 1998. The
Internal Revenue Service, on a comprehensive national level, is pursuing
an adverse position regarding the deductibility of COLI policy loan
interest for years prior to January 1, 1999. The IRS issued Technical
Advice Memoranda regarding the COLI deductibility to taxpayers unrelated
to the Company. Further, on October 19, 1999, the Tax Court ruled, in a
single judge's decision, that Winn-Dixie Stores, Inc. was not entitled to
deduct interest on policy loans from its COLI program, finding that the
program lacked economic substance. Management understands that the adverse
position taken by the IRS will be subjected to extensive further challenges
in the courts, not only by Winn-Dixie but also by many other large
corporations with similar life insurance programs. On June 17, 1999, the
IRS issued a notice of assessment of tax to the Company for the amounts of
COLI loan interest deducted in fiscal years 1994 and 1995. If the IRS were
to prevail, the income tax payable (including federal and state amounts)
would total approximately $7.4 million, for 1994 and 1995, and for all
years a total of approximately $30.4 million, including interest thereon.
The Company strongly disagrees with the position of the IRS, has begun the
appeal of the assessment and intends to vigorously pursue justice through
the taxpayer appeals process and, if necessary, the judicial system.
In the event that the IRS prevails, this outcome would result in a material
impact upon the Company's future income taxes and results of operations.
Regarding Forward-Looking Statements
The foregoing discussion contains some forward-looking statements about
the Company's financial condition and results of operations, which are
subject to certain risks and uncertainties that could cause actual results
to differ materially from those reflected in the forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which reflect management's judgment only as of the date hereof.
The Company undertakes no obligation to publicly revise these forward-looking
statements to reflect events and circumstances that arise after the date
hereof.
Factors that might cause the Company's actual results to differ
materially from those anticipated in forward-looking statements include
the following:
-generally adverse economic and industry conditions, including a decline
in consumer demand for apparel products or significant changes in consumer
food preferences or eating habits,
-changes in the competitive environment, including increased competition
in the Company's primary geographic markets, the entry of new competitors
and consolidation in the supermarket industry,
-economic or political changes in the countries in which the Company
operates or adverse trade regulations,
-the passage of future tax legislation, or any regulatory or judicial
position which prevails, if any, that could have an adverse impact on the tax
benefits of COLI,
-management's ability to accurately predict the adequacy of the
Company's present liquidity to meet future requirements, and
-changes in the Company's capital expenditures, new store openings and
store closings.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
The Company's market risk sensitive instruments do not subject the Company
to material market risk exposures.
<PAGE>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders of Ruddick Corporation was held on
February 17, 2000 (the "Annual Meeting"). Proxies for the Annual
Meeting were solicited pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended. The shareholders voted upon the
following matter at the Annual Meeting.
1. ELECTION OF DIRECTORS
The shareholders elected five directors at the Annual Meeting,
four for three-year terms to expire in 2003 and one for a
two-year term to expire in 2002. In addition, the following
directors are currently serving for terms to expire in 2001 and
2002, as indicated: John W. Copeland (2001), Alan T. Dickson
(2001), Roddey Dowd, Sr. (2001), Anna Spangler Nelson
(2001), Edwin B. Borden, Jr. (2002), R. Stuart Dickson (2002)
and Hugh L. McColl, Jr. (2002). There was no solicitation
in opposition to management's nominees as listed in the proxy
statement, and all such nominees were elected. The following
information is furnished with respect to each director elected
at the meeting:
Shares
Director Elected Shares Voted Withholding Broker
at Annual Meeting for Election Authority Non-Votes
----------------- ------------- ------------ -------------
For a three-year term:
John R. Belk 37,743,105 892,151 N/A
Thomas W. Dickson 37,623,575 1,011,681 N/A
James E.S. Hynes 37,798,016 837,240 N/A
Harold C. Stowe 37,805,823 829,433 N/A
For a two-year term:
Isaiah Tidwell 37,770,767 864,489 N/A
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
Exhibit No. Description of Exhibit
11 Statement Re: Computation of Per Share Earnings
27 Financial Data Schedule
(B) REPORTS ON FORM 8-K - None
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.
RUDDICK CORPORATION
DATE: May 16, 2000 /s/ John B. Woodlief
John B. Woodlief
VICE PRESIDENT - FINANCE
(PRINCIPAL FINANCIAL OFFICER)
<PAGE>
EXHIBIT INDEX
Exhibit No.
(per Item 601 Description Sequential
Of Reg. S-K) of Exhibit Page No.
- --------------- ------------------------------------- -------------
11 Statement Re: Computation of Per
Share Earnings
27 Financial Data Schedule
EXHIBIT 11
RUDDICK CORPORATION
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
SIX MONTHS ENDED
-----------------------------------
April 2, March 28,
2000 1999
-------------- ----------------
NET INCOME PER SHARE COMPUTED AS
FOLLOWS:
BASIC:
1. Net Income available to
common shareholders $ 26,718,000 $ 25,371,000
============== ===============
2. Weighted average common
shares outstanding -- Basic 46,336,761 46,576,050
============== ===============
3. Basic net income per share
(Item 1 divided by Item 2) $.58 $.54
============== ===============
DILUTED:
1. Net income available to
common shareholders $ 26,718,000 $ 25,371,000
=============== ================
2. Weighted average common
shares outstanding - Basic 46,336,761 46,576,050
3. Weighted potential shares under
stock options computed for the
periods using the Treasury
Stock Method 116,045 256,004
---------------- ---------------
4. Weighted average common
shares outstanding - Diluted 46,452,806 46,832,054
================ ===============
5. Net Income Per Share (Item
1 divided by Item 4) $ .58 $.54
================ ================
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-END> APR-02-2000
<CASH> 15,876,000
<SECURITIES> 0
<RECEIVABLES> 87,837,000
<ALLOWANCES> 3,158,000
<INVENTORY> 239,305,000
<CURRENT-ASSETS> 373,760,000
<PP&E> 1,007,137,000
<DEPRECIATION> 457,395,000
<TOTAL-ASSETS> 997,341,000
<CURRENT-LIABILITIES> 227,246,000
<BONDS> 220,755,000
0
0
<COMMON> 48,205,000
<OTHER-SE> 409,678,000
<TOTAL-LIABILITY-AND-EQUITY> 997,341,000
<SALES> 662,319,000
<TOTAL-REVENUES> 662,319,000
<CGS> 474,210,000
<TOTAL-COSTS> 634,465,000
<OTHER-EXPENSES> 2,006,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,750,000
<INCOME-PRETAX> 22,098,000
<INCOME-TAX> 8,737,000
<INCOME-CONTINUING> 13,361,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,361,000
<EPS-BASIC> 0.29
<EPS-DILUTED> 0.29
