SCHULTZ SAV O STORES INC
10-Q, 1999-05-25
GROCERY STORES
Previous: SANTA FE SNYDER CORP, 8-K/A, 1999-05-25
Next: SECURITY EQUITY FUND, N-30D, 1999-05-25






                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM 10-Q

(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 24, 1999

                                       OR

         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
         OF THE SECURITIES EXCHANGE ACT OF 1934

         For the transition period from  _________ to __________

                          Commission File Number 0-549

                           SCHULTZ SAV-O STORES, INC.
              ----------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

             WISCONSIN                               39-0600405
  --------------------------------                ------------------
    (State or other jurisdiction                   (I.R.S. Employer
  of incorporation of organization)               Identification No.)

          2215 UNION AVENUE
         SHEBOYGAN, WISCONSIN                         53081
        ----------------------                      ----------
        (Address of principal                       (Zip Code)
          executive offices)

                          Registrant's telephone number
                        including area code 920-457-4433


               ---------------------------------------------------
               Former name, former address and former fiscal year,
                          if changed since last report

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (of for such  shorter  period  that the
registrant was required to file such  reports),  and (2) has been subject to the
filing requirements for the past 90 days. Yes X No

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

     Indicate  by check  mark  whether  the  registrant  has filed  all  reports
required to be filed by Section 12, 13 or 15(d) of the  Securities  Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.      Yes      No

APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number of shares outstanding
of each of the issuer's  classes of common stock,  as of the latest  practicable
date.

     As of May 24, 1999, 6,430,179 shares of Common Stock, $0.05 par value, were
     issued and outstanding.


<PAGE>

                           SCHULTZ SAV-O STORES, INC.

                                 FORM 10-Q INDEX


                                                                          PAGE
                                                                         NUMBER

     PART I FINANCIAL INFORMATION

     Item 1. Financial Statements

                Consolidated Balance Sheets                                 3

                Unaudited Consolidated Statements of Earnings               4

                Unaudited Consolidated Statements of Cash Flows             5

                Notes to Unaudited Consolidated Financial Statements        6

     Item 2.  Management's Discussion and Analysis
                of Financial Condition and Results of
                Operations                                                  8

     Item 3. Quantitative and Qualitative Disclosures
                about Market Risk                                          11

     PART II OTHER INFORMATION

     Item 2. Changes in Securities and Use of Proceeds                     12

     Item 6. Exhibits and Reports on Form 8-K                              12

     SIGNATURES                                                            12


                                       2

<PAGE>

                          PART I FINANCIAL INFORMATION

Item 1.  Financial Statements

                           SCHULTZ SAV-O STORES, INC.

                           CONSOLIDATED BALANCE SHEETS

- - --------------------------------------------------------------------------------
                                                  (Unaudited)       (Audited)
                                                   April 24,       January 2,
Assets                                               1999             1999
- - --------------------------------------------------------------------------------
Current assets:
     Cash and equivalents                        $ 29,432,000    $ 34,334,000
     Receivables                                    9,654,000       6,233,000
     Inventories                                   21,959,000      23,951,000
     Other current assets                           3,499,000       2,385,000
     Deferred Income taxes                          4,376,000       4,376,000
- - --------------------------------------------------------------------------------
     Total current assets                          68,920,000      71,279,000
- - --------------------------------------------------------------------------------

Noncurrent receivable under capital subleases       5,986,000       6,107,000
Property under capital leases, net                  2,411,000       2,499,000
Other noncurrent assets                             3,325,000       3,524,000
Property and equipment, net                        21,146,000      21,687,000
- - --------------------------------------------------------------------------------
                                                 $101,788,000    $105,096,000
================================================================================

Liabilities and Shareholders' Investment
- - --------------------------------------------------------------------------------
Current liabilities:
     Accounts payable                            $ 23,257,000    $ 24,798,000
     Accrued salaries and benefits                  4,869,000       5,040,000
     Accrued insurance                              3,198,000       3,020,000
     Retail repositioning reserve                     594,000         685,000
     Other accrued liabilities                      2,950,000       4,060,000
     Current obligations under capital leases         669,000         656,000
     Current maturities of long-term debt             148,000         136,000
- - --------------------------------------------------------------------------------
     Total current liabilities                     35,685,000      38,395,000
- - --------------------------------------------------------------------------------

Long-term obligations under capital leases          9,550,000       9,764,000
Long-term debt                                      2,948,000       3,021,000
Deferred income taxes                                 831,000         831,000
Shareholders' investment:
     Common stock                                     438,000         438,000
     Additional paid-in capital                    14,359,000      14,359,000
     Retained earnings                             59,095,000      57,792,000
     Treasury stock                               (21,118,000)    (19,504,000)
- - --------------------------------------------------------------------------------
     Total shareholders' investment                52,774,000      53,085,000
- - --------------------------------------------------------------------------------
                                                 $101,788,000    $105,096,000
================================================================================


                                       3
<PAGE>


                           SCHULTZ SAV-O STORES, INC.

                  UNAUDITED CONSOLIDATED STATEMENTS OF EARNINGS

  ------------------------------------------------------------------------------
                                                  For the 16-weeks ended
                                          April 24, 1999       April 25, 1998
  ------------------------------------------------------------------------------

  Net sales                                 $ 146,951,000       $ 142,142,000
  Costs and expenses:
       Cost of products sold                  123,155,000         119,079,000
       Operating and
        administrative expenses                20,965,000          20,301,000

  Operating income                              2,831,000           2,762,000

  Interest income                                 392,000             305,000
  Interest expense                               (231,000)           (271,000)

  Earnings before income taxes                  2,992,000           2,796,000

  Provision for income taxes                    1,161,000           1,085,000
  ------------------------------------------------------------------------------

  Net earnings                              $   1,831,000       $   1,711,000
  ==============================================================================

  Earnings per share - basic                $        0.28       $        0.25

  Earnings per share - diluted              $        0.27       $        0.24

  Cash dividends paid per share
       of common stock                      $        0.08       $        0.07

  Weighted average common shares
       and equivalents                          6,756,000           7,012,000


                                       4
<PAGE>


                           SCHULTZ SAV-O STORES, INC.

                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

- - --------------------------------------------------------------------------------
                                                         For the 16-weeks ended
                                                  April 24, 1999  April 25, 1998
- - --------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net earnings                                $  1,831,000    $  1,711,000
     Adjustments to reconcile net earnings to
       net cash flows from operating activities
         Depreciation and amortization              1,527,000       1,574,000
     Changes in assets and liabilities
         Receivables                               (3,421,000)     (1,273,000)
         Inventories                                1,992,000         110,000
         Other current assets                      (1,032,000)       (265,000)
         Accounts payable                          (1,541,000)      2,673,000
         Accrued liabilities                       (1,194,000)       (766,000)
- - --------------------------------------------------------------------------------
Net cash flows from operating activities           (1,838,000)      3,764,000
- - --------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Expenditures for property and equipment         (787,000)       (749,000)
     Receipt of principal amounts under capital
       sublease agreements                            125,000         136,000
     Other                                              2,000          36,000
- - --------------------------------------------------------------------------------
Net cash flows from investing activities             (660,000)       (577,000)
- - --------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Payment for acquisition of treasury stock     (1,627,000)       (673,000)
     Payment of cash dividends                       (528,000)       (477,000)
     Principal payments under capital lease
      obligations                                    (201,000)       (205,000)
     Principal payments on long-term debt             (61,000)       (121,000)
     Proceeds from exercise of stock options                -         232,000
     Other                                             13,000          14,000
- - --------------------------------------------------------------------------------
Net cash flows from financing activities           (2,404,000)     (1,230,000)
- - --------------------------------------------------------------------------------

CASH AND EQUIVALENTS:
     Net change                                    (4,902,000)      1,957,000
     Balance, beginning of period                  34,334,000      23,124,000
- - --------------------------------------------------------------------------------
Balance, end of period                           $ 29,432,000    $ 25,081,000
================================================================================

SUPPLEMENTAL CASH FLOW DISCLOSURES:
     Interest paid                               $    226,000    $    293,000
     Income taxes paid                              1,349,000       1,068,000


                                       5
<PAGE>

                           SCHULTZ SAV-O STORES, INC.

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(1)  Basis of Presentation

The  financial  statements  included  herein have been  prepared by the Company,
without audit. Certain information and footnote disclosures normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles  have been condensed or omitted,  although the Company  believes that
the disclosures  are adequate to make the information  presented not misleading.
The  interim  financial  statements  furnished  with  this  report  reflect  all
adjustments  of a  normal  recurring  nature,  which  are,  in  the  opinion  of
management,  necessary  for a fair  statement  of the  results  for the  interim
periods  presented.  It is suggested that these financial  statements be read in
conjunction with the audited financial statements and the notes thereto included
in the  Company's  1998  annual  report  to  shareholders,  as  incorporated  by
reference in the Company's Form 10-K for the fiscal year ended January 2, 1999.

(2)  Interest Expense

- - --------------------------------------------------------------------------------
                                                  For the 16 weeks ended
                                          April 24, 1999        April 25, 1998
- - --------------------------------------------------------------------------------

Imputed - capital leases                  $    137,000         $     145,000
Long-term debt                                  94,000               100,000
Other                                                -                26,000
- - --------------------------------------------------------------------------------

Interest expense                          $    231,000         $     271,000
================================================================================

(3)  Other Current Assets

- - --------------------------------------------------------------------------------
                                          April 24, 1999        January 2, 1999
- - --------------------------------------------------------------------------------

Property held for resale                  $  1,727,000         $     578,000
Prepaid expenses                               737,000             1,086,000
Retail systems and supplies for resale         633,000               314,000
Receivable under capital subleases             402,000               407,000
- - --------------------------------------------------------------------------------

Other current assets                      $  3,499,000         $   2,385,000
================================================================================

(4)  Segment Reporting

The Company  adopted FAS Statement No. 131,  "Disclosures  about  Segments of an
Enterprise  and Related  Information"  for its fiscal 1998.  Based on management
responsibility,  the Company  identified  two business  segments,  wholesale and
retail, in which it operates.

The Company's  management  utilizes several measurement tools in evaluating each
segment's  performance and each segment's resource  requirements.  However,  the
principal  measurement  tools are  consistent  with the  Company's  consolidated
financial statements and accordingly are reported on a similar basis.  Wholesale
operating profits on sales through the Company's  corporate stores are allocated
to the retail segment. The "corporate" heading includes corporate-related items,
principally cash and equivalents. As it relates to operating income, "corporate"
heading includes corporate-related items allocated to the appropriate segments.


                                       6
<PAGE>


Summarized  financial  information  for the  first  quarters  of 1999  and  1998
concerning the Company's  reportable  segments is shown in the following  tables
(in thousands):

- - --------------------------------------------------------------------------------
Sales                                        1999                1998
- - --------------------------------------------------------------------------------
Wholesale sales                       $     122,493      $      119,357
Intracompany sales                          (38,304)            (37,374)
Net wholesale sales                          84,189              81,983
Retail sales                                 62,762              60,159
- - --------------------------------------------------------------------------------
Total sales                           $     146,951      $      142,142
================================================================================


- - --------------------------------------------------------------------------------
Earnings Before Income Tax                   1999                1998
- - --------------------------------------------------------------------------------
Wholesale                             $       2,326      $        2,288
Retail                                          505                 474
Total operating income                        2,831               2,762
Interest income                                 392                 305
Interest expense                               (231)               (271)
- - --------------------------------------------------------------------------------
Earnings before income taxes          $       2,992      $        2,796
================================================================================


(5)  Reclassification

Certain first quarter 1998 information previously reported has been reclassified
to conform to the first quarter 1999 presentation.

                                       7

<PAGE>


Item 2. Management's Discussion and Analysisof
        Financial Condition and Results of Operations

Results of Operations
- - ---------------------

Selected costs and results as a percent of net sales:
- - --------------------------------------------------------------------------------
                                                For the 16-weeks ended
                                         April 24, 1999        April 25, 1998
- - --------------------------------------------------------------------------------
Cost of products sold                         83.8%                 83.7%
Operating and administrative expenses         14.3                  14.3
Earnings before income taxes                   2.0                   2.0
Net earnings                                   1.3                   1.2
- - --------------------------------------------------------------------------------

Net Sales

Net sales for the 16-week  first quarter ended April 24, 1999 were nearly $147.0
million, compared to $142.1 million for the same period in 1998. The increase of
$4.8 million,  or 3.4%, was due to increased  retail and wholesale sales volume.
Retail sales for the first  quarter of 1999 improved  4.3%, or $2.6 million,  to
$62.8  million  compared to $60.2  million  for the same period last year.  This
increase was due primarily to the Appleton  market  replacement  corporate store
that was opened on August 19,  1998.  The retail  sales  increase  was  achieved
despite the absence of food price  inflation  during the first  quarter of 1999.
Net wholesale sales volume for the first quarter of 1999 increased 2.7%, or $2.2
million,  to $84.2  million,  compared to $82.0  million for the same quarter in
1998. Net wholesale  sales  benefited from the completion of franchise  facility
projects in Howards  Grove,  Waupaca and Lomira in 1998 and, to a lesser extent,
in Fort  Atkinson in March  1999.  Wholesale  sales,  however,  were  negatively
impacted by the two  consolidations  that were  completed  in November  1998 and
January 1999 resulting in two franchise store  closures.  Net sales continued to
benefit from the continued  success of the Piggly Wiggly Preferred Club(R) Card,
a sophisticated  electronic card marketing initiative that rewards shoppers with
instant  savings,  incentives and promotions.  As of April 24, 1999, the Company
had 67 independent  franchise-owned  supermarkets and 18 corporate  stores,  all
operating under the Piggly Wiggly banner.

Consistent  with the  Company's  business  strategy  to  continue  to expand its
wholesale volume,  since April 24, 1999, the Company has completed the following
franchise facility projects:
=    opened one new market  franchise  supermarket  approximating  26,000 square
     feet in Cottage Grove, Wisconsin; and
=    substantially  completed  the  facility  expansion  projects in Beaver Dam,
     Crivitz and Randolph,  Wisconsin,  thereby  increasing  the stores'  square
     footage by  approximately  35%.
In  addition  to these  recently  completed  projects,  the  Company  expects to
complete the expansion of one franchise  supermarket in Kiel,  Wisconsin  during
the second quarter of 1999. The Company  anticipates that these franchise stores
will have a positive  impact on  wholesale  sales for the rest of the year.  The
expected  sales  increase  from these  projects  should  offset the  anticipated
slowdown in sales trend due to increased  competitive activity in several of the
Company's  market  areas;  the  closure of two  franchise  stores as part of two
recent consolidations; and the continued lack of any food price inflation.

As part of the Company's  continuing  efforts to increase its sales, the Company
plans to begin two replacement supermarket projects, one of which is a corporate
store, during the second half of 1999. The Company expects the square footage of
these two stores in Racine  and  Pardeeville,  Wisconsin  to double in size from
approximately  30,000 to 60,000  square feet.  Both  projects are expected to be
completed in 2000.

                                       8

<PAGE>


Cost of Products Sold

Cost of products  sold, as a percent of sales,  increased  0.1% to 83.8% for the
first quarter of 1999, compared to the same quarter in 1998. The Company's sales
mix of 42.8%  retail  and  57.2%  wholesale  for the first  quarter  of 1999 was
comparable  to the  42.4%  retail  and  57.6%  wholesale  sales mix for the same
quarter last year.  Due to  competitive  pressures,  the Company's  gross margin
essentially  stayed constant between the periods in spite of a small increase in
higher  margin  retail  sales  relative  to total  sales.  Based  solely  on the
anticipated  sales  increase from completed  franchise  facility  projects,  the
Company  expects the wholesale  sales mix to increase  nominally for the rest of
1999.

Operating and Administrative Expenses

Operating and administrative  expenses, as a percent of sales, remained constant
at 14.3%  between  the first  quarters  of 1999 and 1998.  Total  operating  and
administrative  expenses  increased $664,000 for the first quarter of 1999. More
than  60% of the  additional  expenses  was  attributable  to  higher  operating
expenses the Company incurred in connection with its newer Appleton  replacement
corporate store,  compared to the older  noncompetitive store that was closed in
August 1998.

Due to the ongoing  highly  competitive  nature of the industry in the Company's
markets,  certain Company franchise  operators and corporate retail supermarkets
continue   to   experience   operational   difficulties   in  their   respective
marketplaces.  The Company  continues to evaluate various business  alternatives
relating to its underperforming  operations. The Company's business alternatives
include, but are not limited to, the sale and subsequent conversion of corporate
stores to franchise units,  closing stores,  or implementing  other  operational
changes.  Similar to certain prior years,  implementation of these  alternatives
may result in the  Company  incurring  certain  repositioning  or  restructuring
charges for replaced, closed or sold stores. These actions can negatively impact
net earnings in the short-term,  but the Company believes that such actions will
help improve the Company's long-term profitability.

Net Earnings

Net  earnings  for the first  quarter of 1999  increased  7.0% to $1.8  million,
compared to $1.7  million for the same period last year.  Net  earnings  for the
first quarter of 1999 benefited from a combination of gross margin  contribution
from increased retail and wholesale sales volume, increased interest income from
short-term investment of cash and reduced interest expense due to a reduction in
long-term  debt. With continuing  improvements  in sales and  productivity,  the
Company's net earnings-to-sales  ratio for the first quarter of 1999 improved to
1.3%, compared to 1.2% for the first quarter of 1998. Additionally,  the Company
has 25  consecutive  quarters  of  increased  earnings  over  the  prior  year's
comparable  quarter.  Diluted  earnings per share for the first  quarter of 1999
increased  12.5% to $0.27  from  $0.24  for the same  quarter  last  year.  On a
percentage  basis,  diluted  earnings per share increased more than net earnings
due to additional share repurchases  aggregating  333,100 shares since April 25,
1998,   which  reduced  the  weighted  average  common  shares  and  equivalents
outstanding.

                                       9

<PAGE>


Liquidity and Capital Resources
- - -------------------------------

At April 24, 1999, the Company had cash and equivalents  totaling $29.4 million.
At year-end 1998, cash and equivalents  aggregated  $34.3 million.  The net cash
utilization of $4.9 million was attributable to certain significant operational,
investing and financing activities as described below.

The Company had net cash outflows from  operating  activities  aggregating  $1.8
million during the first quarter of 1999,  compared to a net cash inflow of $3.8
million for the same quarter in 1998. The first quarter  increase in receivables
of $3.4 million over the 1998  year-end  balance was due  principally  to a $2.0
million increase in short-term  financing to the Company's wholesale  customers.
The Company expects to settle these short-term financing  receivables during the
second and third quarters of 1999. The additional $1.4 million  increase was due
to timing of cash receipts.  Although inventory levels based on replacement cost
at April 24,  1999  decreased  by nearly $2.0  million,  this  decrement,  on an
overall  basis,  did not positively  impact cash flows due to the  corresponding
decrease in accounts  payable.  The cash flow realized from net earnings  before
depreciation  and  amortization  for the first  quarter of 1999 and 1998 totaled
$3.4 million and $3.3 million, respectively.

The Company incurred $787,000 in capital  expenditures  during the first quarter
of 1999. More than 85% of the expenditures related to retail store equipment and
technological  upgrades. At April 24, 1999, of the fiscal 1999 capital budget of
$3.3 million,  the Company has approximately $2.5 million available for the rest
of the year.  Total  capital  expenditures  for the first  quarter  of 1998 were
comparable at $749,000.

The  Company  repurchased  98,100  shares of its common  stock  during the first
quarter of 1999 at an aggregate  price of $1.6 million as part of the  Company's
existing  stock  repurchase  program.  During the first  quarter of 1998,  total
repurchases were only $673,000. First quarter 1999 cash dividend payouts totaled
$528,000   compared   to  $477,000   for  the  same   period   last  year.   The
quarter-to-quarter  cash dividend per share increased to $0.08,  or 14.3%,  from
$0.07 last year. With the percentage increase in dividends per share higher than
the net earnings  percentage  increase,  the first quarter  dividend payout as a
percentage  of net earnings  increased to 28.8%,  compared to 27.9% for the same
period last year.

The  Company's  working  capital  position at April 24, 1999 was $33.2  million,
compared to $32.9  million at January 2, 1999.  The  Company's  current ratio at
April 24,  1999 was 1.93 to 1.00 with cash and  equivalents  constituting  $29.4
million of the working  capital.  The Company also has unsecured  revolving bank
credit  facilities  aggregating $16.0 million which remains available for use in
its entirety.  At April 24, 1999, the Company's  liquidity position continues to
be very favorable and strong.


Year 2000 Issues
- - ----------------

A team,  staffed  primarily  with  internal  professionals  within the Company's
business  systems  group and some outside  consultants  on an  as-needed  basis,
developed  a plan  in 1997 to  assess  its  information  technology  ("IT")  and
non-information  technology  systems.  The plan  consisted of three main project
phases:  (1) to make an inventory  listing of all IT and non-IT systems that may
be subject to the year 2000 issue  along with an  assessment  as to the scope of
the issue as it related to these systems; (2) to remediate any and all year 2000
compliance problems;  and (3) to test, validate and implement systems subsequent
to remediation.

As of April 24,  1999,  the Company  believes it is  essentially  on schedule to
complete all testing, validation and implementation of all IT and non-IT systems
before the end of the year. Based on tests,  validation and implementation  that
have been  completed  to date,  the Company  expects to be year 2000  compliant.
Total  year  2000  expenses  are not  expected  to  exceed  $500,000,  of  which
approximately  $360,000 will be charged to operations during fiscal 1999. During
the first quarter of 1999, the Company incurred nearly $150,000.


                                       10
<PAGE>


As  part  of  the  year  2000  project,  the  Company  has  identified  business
relationships  with  third  parties,  including  suppliers,  vendors,  financial
institutions  and other  service  providers,  which  the  Company  believes  are
critical to its business  operations.  The Company has been  communicating  with
these third parties through  correspondence  and/or  interviews to ascertain the
extent to which they are  addressing  their  year 2000  compliance  issues.  The
Company will  continue to assess and monitor the progress of these third parties
in resolving year 2000 issues.  The Company  undertakes a certain amount of risk
by relying on the third parties' own year 2000 assessments. Because of this, the
Company  believes that a key vendor's failure to resolve its year 2000 issues is
the most likely worst case  scenario for the Company.  Such failure could result
in the Company not being able to procure  products from a key vendor on a timely
basis.  The Company does not expect this most likely worst case scenario to have
a material  adverse  impact on its core  retail  and  wholesale  businesses  due
principally to the Company's network of alternative  suppliers and vendors.  The
Company will,  however,  develop  contingency plans to work with these key third
parties.


Special Note Regarding Forward-Looking Statements
- - -------------------------------------------------

Certain  matters  discussed in this Form 10-Q are  "forward-looking  statements"
intended to qualify  for the safe  harbors  from  liability  established  by the
Private  Securities   Litigation  Reform  Act  of  1995.  These  forward-looking
statements  can  generally  be  identified  as such  because  the context of the
statement  will  include  words such as the Company  "believes,"  "anticipates,"
"expects" or words of similar  import.  Similarly,  statements that describe the
Company's future plans, objectives, strategies or goals are also forward-looking
statements.  Such  forward-looking  statements  are subject to certain risks and
uncertainties  including,  but not limited,  to the  following:  (i) presence of
intense  competitive market activity in the Company's market areas; (ii) ability
to identify  and develop new market  locations  for  expansion  purposes;  (iii)
continuing  ability to obtain  reasonable vendor marketing funds for promotional
purposes;  (iv)  ongoing  advancing  information  technology  requirements;  (v)
ongoing  absence  of food price  inflation;  and (vi) the  Company's  ability to
continue to recruit,  train and retain  quality  franchise and corporate  retail
store operators.  Due principally to the competitive  nature of the industry and
to the quality of its retail store operators,  the Company continues to evaluate
various courses of action  relating to its  underperforming  retail  operations.
These courses of action include  closures,  conversions  and  consolidations  of
retail   stores.   Implementation   of  these  actions  can  result  in  certain
repositioning  charges to the Company.  Shareholders,  potential  investors  and
other readers are urged to consider  these factors  carefully in evaluating  the
forward-looking statements and are cautioned not to place undue reliance on such
forward-looking  statements. The forward-looking statements made herein are only
made as of the date of this report and the Company  undertakes  no obligation to
publicly update such forward-looking  statements to reflect subsequent events or
circumstances.

Item 3.       Quantitative and Qualitative Disclosures About Market Risk

The Company  believes  that its exposure to market  risks  related to changes in
foreign currency  exchange rates,  interest rate fluctuations and trade accounts
receivable is immaterial.


                                       11

<PAGE>

PART II       Other Information

Item 2.       Changes in Securities and Use of Proceeds

In accordance with its program for annual compensation of independent directors,
on January 28, 1999,  the Company  issued 300 shares of its Common Stock to each
of its three  non-employee  directors that are not otherwise  compensated by the
Company  for  professional  services.  The Company  issued  such shares  without
registration  under the  Securities  Act of 1933 in reliance on Section  4(2) of
such Act.

Item 6.       Exhibits and Reports on Form 8-K

    (a)       Exhibits

              Exhibit 27       Financial Data Schedule.


    (b) No  reports  of Form 8-K were  filed by the  Company  during  the  first
quarter of fiscal 1999.



                                   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.


                                     SCHULTZ SAV-O STORES, INC.
                                          (Registrant)



  May 25, 1999                     /s/ Armand C. Go.
  ------------                     -------------------------------------------
   (Date)                          Armand C. Go, Vice President, Treasurer and
                                          Chief Accounting Officer

                                       12

<PAGE>


                                  EXHIBIT INDEX

 Exhibit No.                        Description

    27                         Financial Data Schedule


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF NSCHULTZ,  SAV-O STORES,  INC. AS OF AND FOR THE FOUR MONTHS ENDED
APRIL 24, 1999 AND IS QUALIFIED  IN ITS ENTIRETY BY REFERENCE TO SUCH  FINANCIAL
STATEMENTS.
</LEGEND>


<S>                             <C>
<PERIOD-TYPE>                   4-MOS
<FISCAL-YEAR-END>                              JAN-01-2000
<PERIOD-START>                                 JAN-03-1999
<PERIOD-END>                                   APR-24-1999
<CASH>                                         29,432,000
<SECURITIES>                                   0
<RECEIVABLES>                                  9,654,000 <F1>
<ALLOWANCES>                                   0         <F1>
<INVENTORY>                                    21,959,000
<CURRENT-ASSETS>                               68,920,000
<PP&E>                                         58,243,000
<DEPRECIATION>                                 37,097,000
<TOTAL-ASSETS>                                 101,788,000
<CURRENT-LIABILITIES>                          35,685,000
<BONDS>                                        2,948,000
                          438,000
                                    0
<COMMON>                                       0
<OTHER-SE>                                     52,336,000
<TOTAL-LIABILITY-AND-EQUITY>                   101,788,000
<SALES>                                        146,951,000
<TOTAL-REVENUES>                               146,951,000
<CGS>                                          123,155,000
<TOTAL-COSTS>                                  0          <F2>
<OTHER-EXPENSES>                               20,965,000 <F2>
<LOSS-PROVISION>                               0          <F2>
<INTEREST-EXPENSE>                             231,000
<INCOME-PRETAX>                                2,992,000
<INCOME-TAX>                                   1,161,000
<INCOME-CONTINUING>                            1,831,000
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   1,831,000
<EPS-BASIC>                                  0.28
<EPS-DILUTED>                                  0.27

<FN>
<F1> Net of "Allowances for doubtful accounts".
<F2> Amounts included in "Other Costs and expenses".
</FN>


</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission