SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------------
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): April 24, 1997
JP FOODSERVICE, INC.
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 0-24954 52-1634568
- ----------------------------- ------------ --------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
9830 Patuxent Woods Drive
Columbia, Maryland 21046
---------------------------------------- ----------
(Address of Principal Executive Offices) (ZIP Code)
Registrant's telephone number, including area code (410) 312-7100
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events
The Registrant hereby incorporates by reference the information contained
in Attachment A hereto in response to this Item 5.
2
<PAGE>
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 hereunto duly authorized.
JP Foodservice, Inc.
Date: May 29, 1997 By: /s/ Lewis Hay III
--------------------------
Lewis Hay III, Director
Senior Vice President and
Chief Financial Officer
3
<PAGE>
Attachment A
JP LOGO
- --------------------------------------------------------------------------------
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 35% INCREASE IN THIRD QUARTER EPS
--------------------------------------------------------
Columbia, MD, April 24, 1997 - JP Foodservice, Inc. (NYSE: JPF) today
announced its eleventh consecutive quarter of record sales and operating
earnings with the reporting of its results for the fiscal year 1997 third
quarter which ended March 29, 1997.
Net sales for the third quarter increased by 16.6% ($57.9 million) to
$407.7 million compared to the sales level achieved in the third quarter of
fiscal 1996. For the nine months ended March 29, 1997, net sales increased by
17.5% ($185.1 million) to $1,244.6 million compared to the prior corresponding
period. The acquisition of Arrow Paper Supply and Food Company ("Arrow")
accounted for sales growth of 6.9% and 5.2% for the third quarter and nine
months ended March 29, 1997, respectively. Income from operations for the third
quarter (after goodwill amortization charges of $.8 million) increased from $9.2
million to $12.5 million, representing a 35.7% increase over the 1996 quarter.
For the nine months ended March 29, 1997, income from operations increased
31.0%.
The Company's earnings per share for the quarter was $.23, which
represents a 35.3% increase over the third quarter of 1996 (before nonrecurring
charges). In connection with the acquisitions of Valley and Squeri in the nine
months ended March 29, 1997, the combined entities incurred non-recurring
charges of $5.4 million (primarily investment banking and legal fees) which
under pooling accounting must be expensed in the period incurred. The Company's
earnings per share prior to these nonrecurring charges was $.76 for the
year-to-date, which represents a 33.3% increase over the corresponding prior
period. The Company's earnings per share, after nonrecurring charges, was $.55
for the nine months ended March 29,1997.
Commenting on the third quarter results, Jim Miller, Chairman and Chief
Executive Officer, stated, "The third quarter of fiscal 1997 continues JP's
trend of double-digit core sales growth despite what industry experts are
referring to as a temporary softening in the food-away-from-home market. While
the Northeast and Mid-Atlantic experienced a relatively mild winter, our Midwest
operations felt the adverse effects of a number of winter storms. Additionally,
our Cincinnati facility was affected by the flooding that plagued much of Ohio.
Despite these challenges, the Company was still able to post sales and earnings
growth outpacing the industry, and as a result, we are very pleased with the
third quarter and year-to-date financial results."
Mr. Miller reported that integration efforts with the Arrow, Valley and
Squeri operations continue and have resulted in increased sales of our private
and signature brand lines at those entities. Mr. Miller added that the Company's
laptop computer conversion for the Company's sales force is well underway with
positive feedback from the field. This conversion is expected to be completed by
the end of the fiscal year. In conclusion, Mr. Miller reported that the Company
continues to identify and follow-up on new acquisition candidates and is
confident that its efforts will result in accretive transactions.
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.
The statements in this press release regarding management's
expectations regarding accretive acquisitions constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These statements are subject
to risks and
4
<PAGE>
uncertainties that could cause the Company's actual operating results to differ
materially. Such risks and uncertainties include the sensitivity of the
Company's business to national and regional economic conditions, the effects of
inflation and deflation in food prices, the highly competitive markets in which
the Company operates and the Company's ability to implement a successful
acquisition program. The Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 23, 1997 discusses some of the
important factors that could cause JP's actual results to differ materially from
those in such forward-looking statements.
5
<PAGE>
JP FOODSERVICE, INC.
FINANCIAL HIGHLIGHTS
(In thousands, except share and per share amounts)
(Unaudited)
Three Months Ended Nine Months Ended
------------------ -----------------
March 30, March 29, March 30, March 29,
1996 1997 1996 1997
---- ---- ---- ----
Net sales ...................... $349,717 $407,665 $1,059,565 $1,244,629
-------- -------- ---------- ----------
Costs and expenses
Cost of sales ............... 288,852 336,687 877,313 1,029,077
Operating expenses .......... 51,049 57,682 150,785 174,469
Amortization ................ 591 774 1,741 2,156
-------- -------- ---------- ----------
Total costs and expenses ....... 340,492 395,143 1,029,839 1,205,702
-------- -------- ---------- ----------
Income from operations ......... 9,225 12,522 29,726 38,927
Interest expense ............... 3,930 4,100 11,405 11,927
Nonrecurring charges ........... 1,517* 1,517* 5,400**
-------- -------- ---------- ----------
Income before income taxes ..... 3,778 8,422 16,804 21,600
Provision for income taxes ..... 1,577 3,341 7,060 9,751
-------- -------- ---------- ----------
Net income applicable to
common shareholders ......... $ 2,201 $ 5,081 $ 9,744 $ 11,849
======== ======== ========== ==========
Net income per common share:
Before nonrecurring charges . $ 0.17 $ 0.23 $ 0.57 $ 0.76
Nonrecurring charges ........ 0.05 0.05 0.21
--------- --------- ---------- -----------
Net income per common share .... $ 0.12 $ 0.23 $ 0.52 $ 0.55
========= ========= ========== ===========
Weighted average number
of shares of common
stock outstanding ........... 18,828,078 22,257,662 18,784,974 21,703,219
========== ========== ========== ==========
* - Costs written off related to terminated merger discussions.
** - Costs associated with completing the acquisition of
Valley Foods and Squeri Food Service.
(Unaudited)
June 29, March 29,
Balance Sheet Data (in thousands): 1996 1997
------------- ---------
Current assets ..................................... $260,323 $276,552
Property and equipment, net ........................ 104,258 131,557
Goodwill and other noncurrent assets ............... 83,698 109,898
-------- --------
Total assets ....................................... $448,279 $518,007
======== ========
Current liabilities ................................ $139,457 $130,441
Long-term debt ..................................... 168,647 171,204
Other noncurrent liabilities ....................... 12,026 8,882
Stockholders' equity ............................... 128,149 207,480
-------- --------
Total liabilities and stockholders' equity ......... $448,279 $518,007
======== ========
6
