SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 October 7, 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 0-549
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SCHULTZ SAV-O STORES, INC.
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(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 (or 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 November 10, 2000, 5,971,669 shares of Common Stock, $0.05 par value,
were issued and outstanding.
<PAGE>
SCHULTZ SAV-O STORES, INC.
FORM 10-Q INDEX
PAGE
NUMBER
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets -
October 7, 2000 and January 1, 2000 3
Unaudited Consolidated Statements of Earnings -
12-weeks and 40-weeks ended October 7,
2000 and October 9, 1999 4
Unaudited Consolidated Statements of Cash Flows -
40-weeks ended October 7, 2000 and
October 9, 1999 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 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 12
2
<PAGE>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
SCHULTZ SAV-O STORES, INC.
CONSOLIDATED BALANCE SHEETS
<CAPTION>
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(Unaudited) (Audited)
October 7, January 1,
Assets 2000 2000
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Current assets:
<S> <C> <C>
Cash and equivalents $ 33,242,000 $ 22,433,000
Receivables 11,872,000 6,629,000
Inventories 23,537,000 26,313,000
Other current assets 3,049,000 3,410,000
Deferred Income taxes 3,900,000 3,900,000
--------------------------------------------------------------------------------------------------------------------------
Total current assets 75,600,000 62,685,000
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Noncurrent receivable under capital subleases 4,248,000 4,531,000
Property under capital leases, net 3,145,000 3,462,000
Other noncurrent assets 2,163,000 2,664,000
Property and equipment, net 19,794,000 20,285,000
--------------------------------------------------------------------------------------------------------------------------
Total assets $ 104,950,000 $ 93,627,000
==========================================================================================================================
Liabilities and Shareholders' Investment
--------------------------------------------------------------------------------------------------------------------------
Current liabilities:
Accounts payable $ 27,349,000 $ 19,545,000
Accrued salaries and benefits 5,788,000 5,284,000
Accrued insurance 3,502,000 3,002,000
Retail repositioning reserve 325,000 450,000
Other accrued liabilities 3,122,000 3,765,000
Current obligations under capital leases 764,000 696,000
Current maturities of long-term debt 166,000 146,000
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Total current liabilities 41,016,000 32,888,000
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Long-term obligations under capital leases 8,465,000 9,069,000
Long-term debt 2,721,000 2,865,000
Deferred income taxes 836,000 836,000
Shareholders' investment:
Common stock 438,000 438,000
Additional paid-in capital 14,980,000 14,961,000
Retained earnings 67,718,000 63,995,000
Treasury stock (31,224,000) (31,425,000)
--------------------------------------------------------------------------------------------------------------------------
Total shareholders' investment 51,912,000 47,969,000
--------------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' investment $ 104,950,000 $ 93,627,000
==========================================================================================================================
See notes to unaudited consolidated financial statements.
</TABLE>
3
<PAGE>
<TABLE>
SCHULTZ SAV-O STORES, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF EARNINGS
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
For the 12-weeks ended For the 40-weeks ended
----------------------------------------------------------------------------------------------------------------------------
October 7, October 9, October 7, October 9,
2000 1999 2000 1999
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $ 116,341,000 $ 113,406,000 $ 380,488,000 $ 375,481,000
Cost of products sold 97,498,000 95,053,000 317,716,000 314,584,000
----------------------------------------------------------------------------
Gross profit 18,843,000 18,353,000 62,772,000 60,897,000
Operating and administrative expenses 16,510,000 15,774,000 54,476,000 52,225,000
----------------------------------------------------------------------------
Operating income 2,333,000 2,579,000 8,296,000 8,672,000
Interest income 372,000 331,000 950,000 973,000
Interest expense (197,000) (177,000) (656,000) (590,000)
----------------------------------------------------------------------------
Earnings before income taxes 2,508,000 2,733,000 8,590,000 9,055,000
Provision for income taxes 953,000 1,060,000 3,264,000 3,513,000
----------------------------------------------------------------------------------------------------------------------------
Net earnings $ 1,555,000 $ 1,673,000 $ 5,326,000 $ 5,542,000
============================================================================================================================
Earnings per share
Basic: net earnings $ 0.26 $ 0.27 $ 0.90 $ 0.86
weighted average shares 5,951,000 6,251,000 5,945,000 6,432,000
Diluted: net earnings $ 0.26 $ 0.26 $ 0.89 $ 0.84
weighted average shares
and equivalents 5,998,000 6,421,000 5,994,000 6,607,000
Dividends per share $ 0.09 $ 0.09 $ 0.27 $ 0.25
============================================================================================================================
See notes to unaudited consolidated financial statements.
</TABLE>
4
<PAGE>
<TABLE>
SCHULTZ SAV-O STORES, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
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For the 40-weeks ended
October 7, October 9,
2000 1999
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CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net earnings $ 5,326,000 $ 5,542,000
Adjustments to reconcile net earnings to net cash flows
from operating activities
Depreciation and amortization 4,022,000 3,809,000
Changes in assets and liabilities
Receivables (5,243,000) (6,402,000)
Inventories 2,776,000 113,000
Other current assets 388,000 (340,000)
Accounts payable 7,804,000 2,008,000
Accrued liabilities 255,000 1,268,000
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Net cash flows from operating activities 15,328,000 5,998,000
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CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for property and equipment (2,714,000) (2,120,000)
Receipt of principal amounts under capital
sublease agreements 251,000 313,000
Other 7,000 129,000
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Net cash flows from investing activities (2,456,000) (1,678,000)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of cash dividends (1,604,000) (1,611,000)
Principal payments under capital lease obligations (536,000) (504,000)
Exercise of stock options 232,000 45,000
Principal payments on long-term debt (124,000) (117,000)
Payment for acquisition of treasury stock (55,000) (8,503,000)
Other 24,000 13,000
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Net cash flows from financing activities (2,063,000) (10,677,000)
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CASH AND EQUIVALENTS:
Net change 10,809,000 (6,357,000)
Balance, beginning of period 22,433,000 34,334,000
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Balance, end of period $ 33,242,000 $ 27,977,000
==========================================================================================================================
See notes to unaudited consolidated financial statements.
</TABLE>
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 1999 annual report to shareholders, as incorporated by
reference in the Company's Form 10-K for the fiscal year ended January 1, 2000.
(2) Interest Expense
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
For the 12-weeks ended For the 40-weeks ended
October 7, 2000 October 9, 1999 October 7, 2000 October 9, 1999
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Imputed - capital leases $ 130,000 $ 103,000 $ 434,000 $ 342,000
Long-term debt 67,000 70,000 222,000 235,000
Other - 4,000 - 13,000
-----------------------------------------------------------------------------------------------------------------------
Interest expense $ 197,000 $ 177,000 $ 656,000 $ 590,000
=======================================================================================================================
(3) Other Current Assets
----------------------------------------------------------------------------------------------------
October 7, 2000 January 1, 2000
----------------------------------------------------------------------------------------------------
<S> <C> <C>
Prepaid expenses $ 1,793,000 $ 1,500,000
Retail systems and supplies for resale 549,000 496,000
Receivable under capital subleases 358,000 326,000
Property held for resale 349,000 1,088,000
----------------------------------------------------------------------------------------------------
Other current assets $ 3,049,000 $ 3,410,000
====================================================================================================
</TABLE>
6
<PAGE>
(4) Segment Reporting
Summarized financial information for the third quarter and year-to-date of 2000
and 1999 concerning the Company's reportable segments is shown in the following
tables (in thousands):
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
For the 12-weeks ended For the 40-weeks ended
Sales October 7, October 9, October 7, October 9,
2000 1999 2000 1999
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Wholesale sales $ 94,871 $ 94,360 $ 309,336 $ 312,075
Intracompany sales (26,219) (27,787) (87,180) (94,103)
-------------- -------------- -------------- --------------
Net wholesale sales 68,652 66,573 222,156 217,972
Retail sales 47,689 46,833 158,332 157,509
------------------------------------------------------------------------------------------------------------------
Total sales $ 116,341 $ 113,406 $ 380,488 $ 375,481
==================================================================================================================
<CAPTION>
------------------------------------------------------------------------------------------------------------------
For the 12-weeks ended For the 40-weeks ended
Earnings Before Income Tax October 7, October 9, October 7, October 9,
2000 1999 2000 1999
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Wholesale $ 1,880 $ 2,089 $ 6,505 $ 6,772
Retail 453 490 1,791 1,900
-------------- -------------- -------------- -------------
Total operating income 2,333 2,579 8,296 8,672
Interest income 372 331 950 973
Interest expense (197) (177) (656) (590)
------------------------------------------------------------------------------------------------------------------
Earnings before income taxes $ 2,508 $ 2,733 $ 8,590 $ 9,055
==================================================================================================================
</TABLE>
(5) Supplementary Disclosure of Cash Flow Information
Interest and taxes paid included in the Company's cash flow from operations for
the 40-weeks ended were as follows:
-------------------------------------------------------------------------------
October 7, 2000 October 9, 1999
-------------------------------------------------------------------------------
Interest paid $ 654,000 $ 587,000
Taxes paid 3,697,000 3,794,000
-------------------------------------------------------------------------------
7
<PAGE>
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations
---------------------
--------------------------------------------------------------------------------
For the 12-weeks ended For the 40-weeks ended
October 7, October 9, October 7, October 9,
2000 1999 2000 1999
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Gross margin 16.2% 16.2% 16.5% 16.2%
Operating and administrative expenses 14.2 13.9 14.3 13.9
Earnings before income taxes 2.2 2.4 2.3 2.4
Net earnings 1.3 1.5 1.4 1.5
--------------------------------------------------------------------------------
Net Sales
Net sales for the 12- and 40-week periods ended October 7, 2000 were $116.3
million and $380.5 million, respectively, compared to $113.4 million and $375.5
million, respectively, for the same periods in 1999. The increases of $2.9
million and $5.0 million, or 2.6% and 1.3%, respectively, were due primarily to
increased net wholesale sales volume. Retail sales for the 12- and 40-week
periods ended October 7, 2000 were $47.7 million and $158.3 million,
respectively, compared to $46.8 million and $157.5 million for the same periods
in 1999. Total retail sales volume was positively impacted by one corporate
store that was converted from a franchise unit in November 1999 and the
increased volume resulting from the replacement store in Racine, Wisconsin in
May 2000. However, several of the Company's retail market areas continued to
experience intense competitive activities. Net wholesale sales for the 12- and
40-week periods ended October 7, 2000 were $68.7 million and $222.2 million,
respectively, compared to $66.6 million and $218.0 million for the same periods
in 1999. The increases of $2.1 million and $4.2 million, or 3.1% and 1.9%,
respectively, were attributable to: (1) the successful conversion to the Piggly
Wiggly program of two new market Wisconsin franchise stores from other
wholesalers during the third quarter of 1999; (2) the successful conversion to
the Piggly Wiggly program of one new market Wisconsin franchise unit from
another wholesaler in January 2000; and (3) the opening of one new market
franchise supermarket in Kewaskum, Wisconsin in June 2000. The conversion of one
franchise supermarket into a corporate store in November 1999 and additional
competitive activities in certain franchise market areas offset some of the net
wholesale sales volume increase. As of October 7, 2000, the Company had 71
independent franchise-owned supermarkets and 19 corporate stores, all operating
under the Piggly Wiggly(R) banner. For the remainder of 2000, the Company
anticipates corporate retail sales to be flat or to decrease relative to last
year's same quarter due to the successful 50th anniversary of Piggly Wiggly in
Wisconsin held during the fourth quarter of 1999.
With regard to store projects, the Company facilitated the opening of a
franchise replacement supermarket in New Holstein, Wisconsin in September 2000.
Additionally, the Company has expansion projects in various phases of planning
and construction which include replacement franchise stores in Slinger and
Campbellsport, Wisconsin and a replacement corporate store in Sheboygan,
Wisconsin. These projects are scheduled for completion throughout 2001. On an
aggregate basis, the Company anticipates these projects to have an approximately
$7.5 million positive impact on sales on an annualized basis.
Gross Margin
Gross margin, as a percent of sales, for the third quarters of 2000 and 1999
remained constant at 16.2%. For the three quarters ended October 7, 2000, gross
margin, as a percent of sales, improved to 16.5% compared to 16.2% for same
period last year. This improvement, primarily due to retail operations,
8
<PAGE>
continued to be attributable to merchandising and product promotional mix
improvements that were initiated at the beginning of 2000.
The incremental sales generated by the Company resulting from the success of the
50th anniversary promotion held during the fourth quarter last year had a
corresponding negative impact on gross margin, as a percent of sales. Therefore,
the Company projects that gross margin, as a percent of sales, for the fourth
quarter of 2000 should be nominally higher than the same period in 1999.
Operating and Administrative Expenses
Operating and administrative expenses, as a percent of sales, increased to 14.2%
and 14.3% for the 12- and 40-week periods ended October 7, 2000 respectively,
compared to 13.9% for both periods in 1999. For the third quarter of 2000, the
Company incurred incremental retail health and accident insurance expenses of
$260,000 and additional distribution payroll costs approximating $200,000,
compared to the same quarter last year. For the 2000 year-to-date three
quarters, the Company has incurred incremental retail health and accident
insurance expenses of $910,000, distribution payroll and fuel costs totaling
$490,000, and one-time professional service fees approximating $380,000,
respectively. Projected on an annualized basis, the Company anticipates
incremental retail health and accident insurance and distribution payroll
expenses of approximately $1.2 million and $500,000, respectively, compared to a
year ago. The incremental retail health and accident insurance expenses was
solely attributable to three rate increases between September 1, 1999 and
February 1, 2000. The increase in distribution payroll costs was due primarily
to increased levels of overtime being utilized. This was a direct result of a
very tight labor market in Sheboygan, Wisconsin. One-time professional fees were
incurred to evaluate certain Company strategic initiatives.
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 a variety of operational issues in their respective
marketplaces. The Company continues to evaluate various business alternatives
relating to these 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 is likely to result in the Company incurring certain repositioning
or restructuring charges for these replaced, closed or sold stores and
negatively impact net earnings in the short-term. However, the Company believes
that such actions will help improve the Company's long-term profitability.
Net Earnings
Net earnings for the 12- and 40-week periods ended October 7, 2000 decreased
7.1% and 3.9% to $1,555,000 and $5,326,000 respectively, compared to $1,673,000
and $5,542,000 for the same periods in 1999. Diluted earnings per share for both
2000 and 1999 third quarters were $0.26. For the 40-week period ended October 7,
2000, diluted earnings per share increased 6.0% to $0.89, compared to $0.84 in
1999. Due to significant share repurchases in 1999, the weighted average common
shares and equivalents for the third quarter and year-to-date of 2000 were
5,998,000 and 5,994,000, compared to 6,421,000 and 6,607,000, respectively, for
the same periods in 1999.
Liquidity and Capital Resources
-------------------------------
At October 7, 2000, the Company had cash and equivalents totaling $33.2 million.
At year-end 1999, cash and equivalents aggregated $22.4 million. The net cash
inflow of $10.8 million was attributable to certain operational, investing and
financing activities as described below.
9
<PAGE>
The Company had net cash inflows from operating activities of $15.3 million
during the first three quarters of 2000, compared to a net cash inflow of $6.0
million for the same period in 1999. The increase in cash flows from operations
was due primarily to the timing of cash receipts, cash payments and changes in
short-term financing to the Company's wholesale customers.
Net cash outflows from investing activities for the 40-week period ended October
7, 2000 totaled $2.5 million, compared to $1.7 million for the same period in
1999. The Company incurred $2.7 million in capital expenditures during the first
three quarters of 2000. Approximately 80% of the expenditures related to
equipment purchases for the replacement supermarket in Racine, Wisconsin as well
as other corporate retail store equipment and technological upgrades. As of
October 7, 2000, the Company still has approximately $2.7 million available as
part of its fiscal 2000 capital budget of $5.4 million. The Company does not
anticipate investing all of the remaining $2.7 million during the fourth quarter
of 2000.
Net cash outflows from financing activities for the 40-week period ended October
7, 2000 totaled nearly $2.1 million compared to $10.7 million for the same
period in 1999. The significant decrease was due exclusively to the Company
repurchasing only 5,000 shares of common stock from the open market during the
first three quarters of 2000 aggregating $55,000, compared to 523,600 shares
totaling $8.5 million for the same period last year. Due to certain strategic
initiatives that were reviewed and evaluated during early 2000, the Company
repurchased only 5,000 shares during the first three quarters of 2000. Subject
to market conditions and other factors, the Company has decided to resume its
repurchasing of its outstanding common stock from the open market.
The Company's working capital position at October 7, 2000 was $34.6 million,
compared to $29.8 million at January 1, 2000. The Company's current ratio at
October 7, 2000 was 1.84 to 1.00 with cash and equivalents constituting
substantially all 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 October 7, 2000, the Company's liquidity
position continues to be very favorable and strong. The Company, therefore,
anticipates that it will be able to satisfy its current operating needs and
planned capital expenditures with current working capital and expected cash
flows from operations.
Separately, the Company had previously announced that it expected to make a
decision and a selection of a software solution for the Company's business
system needs before the end of 2000. As of this date, the Company believes that
further investigation of alternatives is required and, therefore, a final
decision is expected to extend beyond 2000.
10
<PAGE>
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," "projects" 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 and
opportunities for expansion purposes; (iii) continuing ability to obtain
reasonable vendor marketing funds for promotional purposes; (iv) ongoing
advancing information technology requirements which may require the Company to
spend substantial capital expenditures and can dilute the Company's earnings for
a significant period; and (v) 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 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27 Financial Data Schedule.
(b) Reports of Form 8-K
The Company filed one current report on Form 8-K dated October 30,
2000 with respect to its press release for the third quarter and
related disclosure requirements of Regulation FD.
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)
November 13, 2000 /s/ Elwood F. Winn
--------------------------- ---------------------------------------------
(Date) Elwood F. Winn, Executive Vice President,
Chief Financial Officer and Secretary
November 13, 2000 /s/ Armand C. Go
--------------------------- ---------------------------------------------
(Date) Armand C. Go, Vice President,
Treasurer and Chief Accounting Officer
12
<PAGE>
EXHIBIT INDEX
Exhibit Description
27 Financial Data Schedule
13
