SECURITIES AND EXCHANGE COMMISSION{PRIVATE }
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 May 2, 1998
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 1-5392
AMERICAN STORES COMPANY
(Exact name of registrant as specified in its charter)
Delaware 87-0207226
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
299 South Main Street
Salt Lake City, Utah 84111-2203
(Address of principal executive offices) (Zip Code)
801-539-0112
(Registrant's telephone number, including area code)
None
(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 such 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 documents and
reports required to be filed by Sections 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 May 29, 1998: Common Stock, Par Value $1.00 - 274,133,046
shares.
Part I. Financial Information
Item 1. Financial Statements
AMERICAN STORES COMPANY
Consolidated Condensed Statements of Earnings
(unaudited)
(In thousands, except per share data)
<TABLE>
Thirteen Weeks Ended
May 2, May 3,
1998 1997
<C> <C>
Sales $4,872,686 $4,747,644
Cost of merchandise sold, including
warehousing and transportation expenses 3,606,144 3,496,839
Gross profit 1,266,542 1,250,805
Operating and administrative expenses 1,092,027 1,069,874
Restructuring and impairment 13,400
Operating profit 174,515 167,531
Other income (expense):
Interest income 964 744
Interest expense (60,132) (50,796)
Shareholder related expenses (33,913)
Net other income (expense) (59,168) (83,965)
Earnings before income taxes 115,347 83,566
Federal and state income taxes 49,486 49,341
Net earnings $ 65,861 $ 34,225
Basic earnings per share $ 0.24 $ 0.12
Diluted earnings per share $ 0.24 $ 0.12
Average number of common shares outstanding
used for basic earnings per share 273,942 286,237
Dilutive common stock options 1,658 1,258
Average number of common shares outstanding
used for dilutive earnings per share 275,600 287,495
Dividends per share $0.09 $0.08
</TABLE>
See accompanying notes to consolidated condensed financial statements.
AMERICAN STORES COMPANY
Consolidated Condensed Balance Sheets
(unaudited)
(In thousands of dollars)
<TABLE>
May 2, January 31,
1998 1998
<C> <C>
Current Assets:
Cash and cash equivalents $ 34,367 $ 47,794
Inventories 1,646,881 1,714,229
Other current assets 527,616 499,757
Total current assets 2,208,864 2,261,780
Property, plant and equipment and property
under capital leases, less accumulated
depreciation and amortization of $2,552,481
on May 2, 1998 and $2,552,723 on January
31, 1998 4,259,117 4,260,921
Goodwill, net of accumulated amortization 1,598,455 1,611,812
Other assets 429,035 401,502
Assets $8,495,471 $8,536,015
Current Liabilities:
Accounts payable $1,114,672 $1,186,845
Other current liabilities 704,189 833,554
Current maturities of long-term debt and
capital lease obligations 48,619 100,935
Total current liabilities 1,867,480 2,121,334
Other liabilities 913,888 903,629
Long-term debt and obligations under capital
leases, less current maturities 3,354,108 3,201,970
Shareholders' Equity - shares outstanding of
274,116,927 on May 2, 1998 and
273,606,510 on January 31, 1998 2,359,995 2,309,082
Liabilities and Shareholders' Equity $8,495,471 $8,536,015
</TABLE>
See accompanying notes to consolidated condensed financial statements.
AMERICAN STORES COMPANY
Consolidated Condensed Statements of Cash Flows
(unaudited)
(In thousands of dollars)
<TABLE>
Thirteen Weeks Ended
May 2, May 3,
1998 1997
<C> <C>
Cash Flows from Operating Activities:
Net earnings $ 65,861 $ 34,225
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 122,090 113,372
Net (gain) loss on asset sales (474) 242
Changes in operating assets and liabilities (175,572) (21,907)
Total adjustments (53,956) 91,707
Net cash provided by operating activities 11,905 125,932
Cash Flows from Investing Activities:
Expended for property, plant and equipment (169,163) (165,567)
Proceeds from sale of other assets 58,763 5,467
Net cash used in investing activities (110,400) (160,100)
Cash Flows from Financing Activities:
Issuance of new debt 145,000 300,000
Other (decrease) increase in borrowings (44,985) 292,002
Other changes in equity 9,684 5,133
Repurchase of common stock from major stockholder (550,000)
Issuance of common stock for over-allotments 95,914
Cash dividends (24,631) (23,348)
Net cash provided by financing activities 85,068 119,701
Net (decrease) increase in cash and cash
equivalents (13,427) 85,533
Cash and cash equivalents:
Beginning of year 47,794 37,467
End of quarter $ 34,367 $ 123,000
Supplementary Information - Statements of Cash Flows:
Cash paid during the quarter for:
Interest (net of amounts capitalized) $ 69,056 $ 47,992
Income taxes, net of refunds $ 20,672 $ 46,857
</TABLE>
See accompanying notes to consolidated condensed financial statements.
AMERICAN STORES COMPANY
Notes to Consolidated Condensed Financial Statements
(unaudited)
May 2, 1998
Basis of Presentation
In the opinion of management, the accompanying unaudited consolidated condensed
financial statements contain all normal recurring adjustments necessary to
present fairly the financial position of American Stores Company and its
subsidiaries as of May 2, 1998 and January 31, 1998 and the results of its
operations and cash flows for the thirteen weeks ended May 2, 1998 and May 3,
1997. The operating results for the interim periods are not necessarily
indicative of results for a full year. For a further discussion of the
Company's accounting policies, please refer to the Company's Form 10-K for the
fiscal year ended January 31, 1998.
Net Earnings Per Share
Earnings per share amounts are calculated in accordance with Statement of
Financial Accounting Standards No. 128, Earnings Per Share. Stock options
outstanding during the first quarter of 1998 having no dilutive effect totaled
127,000 at exercise prices ranging from $24.88-$25.00 per share.
Employee Stock Purchase Plan (ESPP)
During the quarter, 270,285 shares were issued under the ESPP at $17.45 per
share. As of May 2, 1998, 2.1 million shares have been issued under the ESPP
and 11.9 million shares remain authorized for issuance.
Debt
On March 19, 1998, the Company issued $45 million under the outstanding Series B
Medium Term Note Program. On March 30, 1998, the Company issued an additional
$100 million under the same Program. The $45 million notes bear interest at a
rate of 6.5% and mature March 20, 2008. The $100 million notes bear interest at
a rate of 7.1% amd mature March 20, 2028. Proceeds were used to refinance
short-term debt and for general corporate purposes.
During 1997 the Company entered into a $100 million treasury rate lock agreement
for the purpose of hedging the interest rate on a portion of debt to be issued
under the universal shelf registration statement. In March 1998, the treasury
lock was terminated in connection with the issuance of the $100 million notes.
The Company realized a net loss of $1.0 million, which is being amortized over
the term of the debt as an addition to interest expense.
Part I - Financial Information (continued)
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
First Quarter 1998 Compared to First Quarter 1997
Total sales for the first quarter of 1998 increased 2.6% to $4.9 billion
compared to first quarter 1997 sales of $4.7 billion. Total sales increased
primarily due to increased retail square footage from capital spending over the
past few years and stronger pharmacy sales. Net retail square footage increased
3.7% from first quarter 1997 to first quarter 1998. Comparable store sales
(sales from stores that have been open at least one year, including replacement
stores) increased 0.9% in the first quarter of 1998 over 1997 due to aggressive
promotional activity and stronger pharmacy sales. Pharmacy department
comparable sales in the first quarter of 1998 increased 13.6% over the prior
year first quarter.
Gross profit as a percent of sales decreased to 26.0% in the first quarter of
1998, compared to 26.3% in the first quarter of 1997. The gross profit
percentage decrease was primarily due to aggressive promotional activity and
lower pharmacy margins compared to the prior year caused by the shift to third-
party payers and lower reimbursement rates from third-party plans.
Operating and administrative expenses as a percent of sales decreased to
22.4% in the first quarter of 1998 from 22.8% in 1997. Operating and
administrative expenses in the first quarter of 1997 included costs related to
the sale of a division of the Company's communications subsidiary totaling $13.4
million. Adjusting for this cost, operating expense as a percent of sales was
22.5% in the first quarter of 1997. The decrease was primarily attributable to
better labor management and lower risk expense.
Total operating profit for the first quarter of 1998 was $174.5 million compared
to $167.5 million in the first quarter of 1997, an increase of 4.2%. Operating
profit was 3.6% of sales in 1998 and 3.5% in 1997. Operating profit as a
percent of sales in the first quarter of 1997 adjusted for the one-time cost of
the sale of a division of the Company's communications subsidiary was 3.8%. The
decrease in 1998 operating profit as a percent of sales, excluding the one-time
charge, is due primarily to lower gross profit margins.
Interest expense was $60.1 million in the first quarter of 1998 compared to
$50.8 million in the first quarter of 1997. Outstanding debt levels were higher
during the first quarter of 1998 due primarily to the financing of the stock
repurchase from the Company's former chairman and related parties in April of
1997.
The Company's effective income tax rate was 42.9% in the first quarter of 1998
compared to 59.0% in the prior year. The prior year effective tax rates are
higher due to the one-time non-deductible expenses related to the stock
repurchase. The effective tax rate in 1997 excluding one-time items was 43.0%.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Diluted earnings per share amounted to $0.24 per share in the first quarter of
1998 and $0.12 per share in the same quarter of the prior year.
The Company recorded special charges aggregating approximately $100.0 million,
before taxes, or $0.21 per share, during 1996 related primarily to its re-
engineering program initiatives. The following table details the components of
the reserve and the activity to date as of the end of first quarter 1998:
<TABLE>
Original Reserve
Reserve Activity Reserve Balance
(in millions) Balance to Date Adjustments 5/2/98
<C> <C> <C> <C>
Warehouse consolidation $ 26.4 $31.0 $ 6.8 $ 2.2
Office consolidation 26.3 5.9 (4.6) 15.8
Asset impairment 26.4 24.2 (2.2)
Closed store costs 12.9 12.9
Other 8.0 8.0
Total $100.0 $82.0 $18.0
</TABLE>
The Company has charged $11.3 million against the reserve related to termination
benefits paid to date, of which $619,700 was paid during the thirteen week
period ended May 2, 1998. There have been 499 people terminated out of the 550
people that were estimated to be terminated over the course of the
restructuring. Total cash expenditures related to the charge are expected to be
$40.0 million, of which $27.2 million has been paid through the end of first
quarter 1998. The warehouse and office consolidation efforts are expected to be
complete during 1998.
Liquidity and Capital Resources
Cash provided by operating activities decreased to $11.9 million in the first
quarter 1998 compared to $125.9 million in the same period of 1997. The
decrease is primarily attributable to the unusually large amount of cash
provided by operating activities during the 1997 first quarter as a result of
the implementation of the Company's working capital initiatives. The Company
initially realized significant increases in working capital as a result of the
working capital initiatives which have tapered off over time as payables have
become better managed and inefficiencies have been eliminated. The working
capital initiatives are continuing in 1998 and cash provided by operating
activities during the first quarter of 1998 was in line with the Company's
expectations.
Cash capital expenditures for the first thirteen weeks of 1998 and 1997 amounted
to $169.2 million and $165.6 million, respectively. Total capital expenditures
including the net present value of leases amounted to $210.2 million in 1998,
compared to $190.3 million in 1997. For the first quarter of 1998, 13 new
stores were opened, 12 stores were closed and 6 stores were remodeled. Capital
expenditures for fiscal 1998 are expected to be approximately $1.0 billion and
will be funded from cash flows from operations and existing credit facilities.
In addition, the Company has $855 million
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
available under its universal shelf registration statement. The Company
currently plans to open a total of 65 new stores and remodel 70 stores in 1998.
On March 19, 1998, the Company issued $45 million under the outstanding Series B
Medium Term Note Program. On March 30, 1998, the Company issued an additional
$100 million under the same Program. The $45 million notes bear interest at a
rate of 6.5% and mature March 20, 2008. The $100 million notes bear interest at
a rate of 7.1% and mature March 20, 2028. Proceeds were used to refinance
short-term debt and for general corporate purposes.
During 1997 the Company entered into a $100 million treasury rate lock agreement
for the purpose of hedging the interest rate on a portion of debt to be issued
under the universal shelf registration statement. In March 1998, the treasury
lock was terminated in connection with the issuance of the $100 million notes.
The Company realized a net loss of $1.0 million, which is being amortized over
the term of the debt as an addition to interest expense.
The net increase in debt of $100.1 million in the first quarter of 1998 is
compared to a net increase of $592.0 million in the same quarter of 1997. The
increase in 1997 was due primarily to the repurchase of stock from a major
shareholder.
The Company believes that its cash flow from operations, supplemented by credit
available under the Company's existing credit facilities, availability under a
universal shelf registration statement, as well as its ability to refinance
debt, will be adequate to meet its presently identifiable cash requirements.
Year 2000
The efficient operation of the Company's business is dependent in part on its
computer software programs and operating systems (collectively, Programs and
Systems). These Programs and Systems are used in several key areas of the
Company's business including store operations, merchandise purchasing, inventory
management, pricing, sales, warehousing, transportation and financial reporting,
as well as in various administrative functions. The Company is in the process
of updating its Programs and Systems for Year 2000 compliance. The Company has
also been communicating with its vendors, financial institutions and others to
assess the status of Year 2000 conversion of their systems since the failure to
make their systems Year 2000 compliant could have an adverse affect on the
Company's operations.
Based on present information, the Company believes that it will be able to
achieve such Year 2000 compliance through a combination of modification or
replacement of some existing Programs and Systems. The Company expects that the
expenses associated with achieving Year 2000 compliance will be approximately
$27 million. The Company has spent approximately $18 million on Year 2000
compliance through May 2, 1998. No assurance can be given that the Company's
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (concluded)
efforts nor those of its vendors, financial institutions and others who interact
with the Company will be successful.
Environmental
The Company has identified environmental contamination at certain of its store,
warehouse, office and manufacturing facilities (related to current operations as
well as previously disposed of businesses) which are primarily related to
underground petroleum storage tanks (USTs) and ground water contamination. The
Company conducts an on-going program for the inspection and evaluation of new
sites proposed to be acquired by the Company and the remediation/monitoring of
contamination at existing and previously owned sites. The Company anticipates
that all USTs will be in compliance with 1998 UST upgrade requirements
established by the Environmental Protection Agency. Although the ultimate
outcome and expense of environmental remediation is uncertain, the Company
believes that the required costs of remediation, UST upgrades and continuing
compliance with environmental laws will not have a material adverse effect on
the financial condition or operating results of the Company.
Cautionary Note
This report contains certain forward-looking statements about the future
performance of the Company which are based on management's assumptions and
beliefs in light of the information currently available to it. The Company
assumes no obligation to update the information contained herein. These
forward-looking statements are subject to uncertainties and other factors that
could cause actual results to differ materially from such statements including,
but not limited to: competitive practices and pricing in the food and drug
industry generally and particularly in the Company's principal markets; the
implementation of the Company's re-engineering initiatives in accordance with
the currently contemplated schedule and budget; the Company's relationships
with its employees and the terms of future collective bargaining agreements; the
costs and other effects of legal and administrative cases and proceedings; the
nature and extent of continued consolidation in the food and drug industry;
changes in the financial markets which may affect the Company's cost of capital
and the ability of the Company to access the public debt and equity markets to
refinance indebtedness and fund the Company's capital expenditure program on
satisfactory terms; supply or quality control problems with the Company's
vendors; changes in economic conditions which affect the buying patterns of the
Company's customers; and the ability of the Company and its vendors, financial
institutions and others to resolve Year 2000 processing issues in a timely
manner.
Part II - Other Information
Item 1.Legal Proceedings -- For a description of legal proceedings, please
refer to the footnote entitled "Legal Proceedings" contained in the
Notes to Consolidated Financial Statements section of the Company's
Form 10-K for the fiscal year ended January 31, 1998.
The Company is also involved in various claims, administrative
proceedings and other legal proceedings which arise from time to time in
connection with the ordinary conduct of the Company's business.
Item 2. Changes in Securities -- None
Item 3. Defaults upon Senior Securities -- None
Item 4. Submission of Matters to a Vote of Security Holders -- None.
Item 5. Other Information -- None
Item 6. Exhibits and Reports on Form 8-K --
(a) Exhibits --
10.1 Third Amendment to Employment Agreement between the Company
and Martin A. Scholtens dated as of March 17, 1998.
27.1 Financial Data Schedule.
27.2 Restated Financial Data Schedule - FAS 128 restatements
of Earnings Per Share.
(b) Reports on Form 8-K filed during the quarter -- None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
American Stores Company
(Registrant)
Dated June 11, 1998 /s/ Neal J. Rider
Neal J. Rider
Chief Financial Officer
(Principal Financial Officer)
Dated June 11, 1998 /s/ Kathleen E. McDermott
Kathleen E. McDermott
Chief Legal Officer and Assistant Secretary
Dated June 11, 1998 /s/ Bradley M. Vierig
Bradley M. Vierig
Senior Vice President and Controller
(Chief Accounting Officer)
Exhibit 10.1
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
Third Amendment dated as of March 17, 1998 (Amendment) to Employment Agreement
dated as of November 1, 1994, as amended July 25, 1996 and December 9, 1997
(Employment Agreement), between American Stores Company, a Delaware corporation
(Company), and Martin A. Scholtens (Executive). The Company and Executive are
collectively referred to as the Parties, and individually as a Party.
WHEREAS, the Parties desire to amend certain provisions of the Employment
Agreement;
NOW, THEREFORE, in consideration of the premises and their mutual
agreements hereinafter set forth, the Parties agree as follows:
1. Section VI-B of the Employment Agreement is hereby amended by inserting the
following new subparagraph 2-A immediately following the Service Table set forth
in subparagraph 2 of Section VI-B:
2-A. Notwithstanding the foregoing, the minimum annual retirement
benefit payable to Executive hereunder shall be Two Hundred Twenty
Five Thousand Dollars ($225,000); provided, that Executive shall not
be entitled to such minimum annual retirement benefit if he terminates
the Parties' employment relationship prior to April 1, 2000 for any
reason other than the Company's breach of a material provision of this
Agreement.
2. Except as specifically provided herein, the Employment Agreement shall be
unmodified and shall continue in full force and effect.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date
first above written.
AMERICAN STORES COMPANY
By: /s/ Kathleen E. McDermott
Name: Kathleen E. McDermott
Title: Chief Legal Officer &
Assistant Secretary
EXECUTIVE
/s/ Martin A. Scholtens
Martin A. Scholtens
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the balance
sheet and income statements for the thirteen week period ended May 2, 1998 and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-30-1999
<PERIOD-END> MAY-02-1998
<CASH> 34,367
<SECURITIES> 0
<RECEIVABLES> 400,461
<ALLOWANCES> 0
<INVENTORY> 1,646,881
<CURRENT-ASSETS> 2,208,864
<PP&E> 6,656,849
<DEPRECIATION> 2,456,680
<TOTAL-ASSETS> 8,495,471
<CURRENT-LIABILITIES> 1,867,480
<BONDS> 3,354,108
0
0
<COMMON> 299,778
<OTHER-SE> 2,060,217
<TOTAL-LIABILITY-AND-EQUITY> 8,495,471
<SALES> 4,872,686
<TOTAL-REVENUES> 4,872,686
<CGS> 3,606,144
<TOTAL-COSTS> 3,606,144
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 60,132
<INCOME-PRETAX> 115,347
<INCOME-TAX> 49,486
<INCOME-CONTINUING> 65,861
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 65,861
<EPS-PRIMARY> .24
<EPS-DILUTED> .24<F1>
<FN>
<F1>All numbers except EPS are in (000's)
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the balance
sheets and income statements for the twenty-six week period ended August 3, 1996
and the fifty-two week period ended February 1, 1997 and is qualified in its
entirety by reference to such financial statements.
Earnings per share amounts have been restated to comply with Statements of
Financial Accounting Standards No. 128, Earnings Per Share.
Restated as necessary to reflect the July 1997 two-for-one stock split.
</LEGEND>
<RESTATED>
<S> <C> <C>
<PERIOD-TYPE> 6-MOS 12-MOS
<FISCAL-YEAR-END> FEB-01-1997 FEB-01-1997
<PERIOD-END> AUG-03-1996 FEB-01-1997
<CASH> 112,921<F1> 37,467<F1>
<SECURITIES> 0 0
<RECEIVABLES> 261,494 318,878
<ALLOWANCES> 0 0
<INVENTORY> 1,483,023 1,725,542
<CURRENT-ASSETS> 1,932,407 2,166,496
<PP&E> 5,502,086 5,837,907
<DEPRECIATION> 2,169,031 2,250,876
<TOTAL-ASSETS> 7,359,091 7,881,405
<CURRENT-LIABILITIES> 1,673,784 1,801,681
<BONDS> 2,336,109 2,613,144
0 0
0 0
<COMMON> 299,778 299,778
<OTHER-SE> 2,133,117 2,235,649
<TOTAL-LIABILITY-AND-EQUITY> 7,359,091 7,881,405
<SALES> 9,205,094 18,678,129
<TOTAL-REVENUES> 9,205,094 18,678,129
<CGS> 6,783,590 13,713,151
<TOTAL-COSTS> 6,783,590 13,713,151
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 82,154 171,558
<INCOME-PRETAX> 255,404 504,552
<INCOME-TAX> 108,035 217,331
<INCOME-CONTINUING> 147,369 287,221
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 147,369 287,221
<EPS-PRIMARY> .51 .99
<EPS-DILUTED> .50 .98
<FN>
<F1>All numbers except EPS are in (000's).
</FN>
</TABLE>
