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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 22, 1996
JP Foodservice, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware 0-24954 52-1634568
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
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9830 Patuxent Woods Drive, Columbia, Maryland 21046
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: 410-312-7100
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ITEM 5. OTHER EVENTS.
The Registrant hereby incorporates by reference the information
contained in Attachment A hereto in response to this Item 5.
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SIGNATURE
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.
JP FOODSERVICE, INC.
By: /s/ Lewis Hay, III
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Lewis Hay, III
Senior Vice President and
Chief Financial Officer
Date: October 24, 1996
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Attachment A
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JP FOODSERVICE, INC. News Release
9830 Patuxent Woods Drive For More Information Contact:
Columbia, MD 21046 Lewis Hay, III
(410) 312-7100 Chief Financial Officer
JP FOODSERVICE REPORTS $.26 RECURRING FIRST QUARTER EPS
Columbia, MD, October 22, 1996 - JP Foodservice, Inc. (Nasdaq: JPFS)
today announced its ninth consecutive quarter of record sales and operating
earnings with the reporting of its results for the fiscal year 1997 first
quarter which ended September 28, 1996.
The Company's results for the first quarters of fiscal 1997 and fiscal
1996 are restated to reflect the combined operations of JP Foodservice and
Valley Industries, Inc. ("Valley"). As previously announced, JP acquired Valley
on August 30, 1996 and is accounting for the acquisition as a
pooling-of-interests. JP's financial results also include the financial results
of Arrow Paper Supply and Food Company ("Arrow") for the period following JP's
August 31, 1996 acquisition of Arrow, which is being accounted for as a
purchase.
Net sales for the first quarter increased by 15.2% ($51.6 million) to
$390.8 million over the restated sales level achieved in the first quarter of
fiscal 1996. The acquisitions of Valley and Arrow accounted for sales growth of
4.5%. Income from operations (after amortization charges of $.6 million)
increased from $9.9 million to $12.0 million, representing a 20.5% increase over
the 1996 quarter.
In connection with the acquisition of Valley, the combined entities
incurred non-recurring charges of $5.3 million (primarily investment banking and
legal fees) which under pooling accounting must be expensed in the period
incurred. Of this amount, $4.0 million was incurred by Valley, and under the
terms of JP's purchase agreement with Valley, JP received a reduction in the
purchase price of an equal amount. On an aftertax basis, these charges had an
impact on earnings per share of $.17.
The Company's earnings per share prior to these non-recurring charges
was $.26, which represents a 23.8% increase over the first quarter of 1996.
Commenting on the first quarter results, Jim Miller, Chairman and Chief
Executive Officer, stated, "The first quarter of fiscal 1997 has been an
exciting and productive time for JP. We successfully sold 3.075 million shares
in a public offering, we completed the acquisitions of Valley and Arrow and
initiated the integration of both companies, we reached an agreement to acquire
Squeri Food Service, Inc., located in Cincinnati, Ohio, which will fill a void
in our Midwest distribution network, and we continued to generate strong sales
and earnings growth in our core business. With all these accomplishments, we
are extremely pleased with the first quarter financial results."
"While Squeri's results are not included in JP's first quarter report
because the acquisition was consummated after the end of the quarter, and
Arrow's results are included for only one month of the quarter, JP's current pro
forma sales level, including a full quarter for both of these entities,
represents a 38% increase over the sales reported last year at this time.
Clearly, our acquisition strategy is paying off."
Mr. Miller reported that the 45,000 square foot expansion of the
Company's Allentown facility is well underway, with completion anticipated
around mid-November. He also reported that the Company had begun construction
of a 20,000 square foot expansion at its Fort Wayne branch. Other initiatives
in progress include the laptop computer conversion for the Company's sales force
and the expansion of the Beijing Chef(TM) line, which was introduced late this
summer.
JP Foodservice, Inc. is a leading distributor of food and related
products to restaurants and other institutional foodservice establishments in
the Mid-Atlantic, Midwestern, Northeastern and Western regions of the United
States. JP markets and distributes 30,000 national, private label and signature
brand items to over 34,000 foodservice customers, including restaurants, hotels,
healthcare facilities, cafeterias and schools, and employs over 3,500
foodservice professionals. JP's diverse customer base encompasses both
independent and chain businesses, including Old Country Buffet, Perkins Family
Restaurants, Subway, Eurest Dining Services, Pizzeria Uno and Ruby Tuesdays.
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JP FOODSERVICE, INC.
FINANCIAL HIGHLIGHTS
(In thousands, except share and per share amounts)
Unaudited)
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Three Months Ended
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September 30, September 28,
1995* 1996*
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Net sales $ 339,257 $ 390,832
Costs and expenses
Cost of sales 281,576 324,280
Operating expenses 47,194 53,998
Amortization 565 597
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Total costs and expenses 329,335 378,875
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Income from operations 9,922 11,957
Interest expense 3,428 3,542
Nonrecurring charge 5,300 **
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Income before income taxes and
extraordinary charge 6,494 3,115
Provision for income taxes 2,774 1,306
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Net income applicable to
common shareholders 3,720 1,809
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Net income per common share:
Before nonrecurring charges $0.21 $0.26
Nonrecurring charges 0.17
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Net income per common share $0.21 $0.09
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Weighted average number of shares
of common stock outstanding 17,844,428 19,559,806
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* - Includes pooled results of Valley Foods.
** - Costs associated with completing the acquisition of Valley Foods.
