-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, aOMSBHGBjhRhpKQEwJRMCK7i3wSUJzxonOf1FAmQyu7zfffSqOT0zBX9+zch1SkD 56hofSPcGq5Z2cNkctspgA== 0000003333-95-000002.txt : 19950417 0000003333-95-000002.hdr.sgml : 19950417 ACCESSION NUMBER: 0000003333-95-000002 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931028 FILED AS OF DATE: 19950407 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALBERTSONS INC /DE/ CENTRAL INDEX KEY: 0000003333 STANDARD INDUSTRIAL CLASSIFICATION: 5411 IRS NUMBER: 820184434 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06187 FILM NUMBER: 95527523 BUSINESS ADDRESS: STREET 1: 250 PARKCENTER BLVD STREET 2: P O BOX 20 CITY: BOISE STATE: ID ZIP: 83726 BUSINESS PHONE: 2083856200 MAIL ADDRESS: STREET 1: 250 PARKCENTER BLVD STREET 2: P O BOX 20 CITY: BOISE STATE: ID ZIP: 83726 10-Q/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________ FORM 10-Q/A No. 1 Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For 13 Weeks Ended: May 5, 1994 Commission File Number: 1-6187 ALBERTSON'S, INC. ______________________________________________________ (Exact name of Registrant as specified in its charter) Delaware 82-0184434 _______________________________ ___________________________________ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 250 Parkcenter Blvd., P.O. Box 20, Boise, Idaho 83726 _______________________________________________ __________ (Address) (Zip Code) Registrant's telephone number, including area code: (208) 385-6200 ______________ 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 _____ _____ Number of Registrant's $1.00 par value common shares outstanding at June 1, 1994: 253,571,383 The results for the first quarter of 1994 have been restated to give effect to a correction of the cumulative effect of the adoption of Statement of Financial Accounting Standards (SFAS) No. 112, "Employers' Accounting for Postemployment Benefits." The cumulative effect (net of tax) of the adoption of SFAS No. 112 amounted to $17.0 million, or $.07 per share, compared to $6.4 million, or $.03 per share, as previously reported. The undersigned Registrant hereby amends the following items, financial statements, exhibits or other portions of its quarterly report on Form 10-Q for the period ended May 5, 1994, (the "Form 10-Q"), as set forth below: Part I Financial Information (including Notes to Consolidated Financial Statements) which appears on pages 2 through 5 of Albertson's, Inc. Form 10-Q, is hereby amended and restated to read in its entirety as it appears on pages 3 through 7 of this Form 10-Q/A No. 1. Management's Discussion and Analysis of Financial Condition and Results of Operations which appears on pages 6 and 7 of Albertson's, Inc. Form 10-Q, is hereby amended and restated to read in its entirety as it appears on pages 8 and 9 of this Form 10-Q/A No. 1. Other information contained in Part II which appears on pages 8 and 9 of Albertson's, Inc. Form 10-Q is included herewith, as originally filed, and appears on pages 10 and 11 of this Form 10-Q/A No. 1. PART I. FINANCIAL INFORMATION ALBERTSON'S, INC. CONSOLIDATED EARNINGS (in thousands except per share data) (unaudited)
13 WEEKS ENDED __________________________ May 5, April 29, 1994 1993 ____________ ___________ Sales $2,909,808 $2,719,633 Cost of sales 2,187,053 2,058,146 ___________ ___________ Gross profit 722,755 661,487 Selling, general and administrative expenses 566,678 526,885 ___________ ___________ Operating profit 156,077 134,602 Other (expenses) income: Interest, net (16,146) (14,249) Other, net (1,464) (1,353) ___________ ___________ Earnings before income taxes and cumulative effect of accounting change 138,467 119,000 Income taxes 53,310 44,863 ___________ ___________ Earnings before cumulative effect of accounting change 85,157 74,137 Cumulative effect of accounting change: Postemployment benefits (17,006) ___________ ___________ NET EARNINGS $ 68,151 $ 74,137 Earnings per share before cumulative effect of accounting change $ .34 $ .29 Cumulative effect of accounting change: Postemployment benefits (.07) ___________ ___________ EARNINGS PER SHARE $ .27 $ .29 DIVIDENDS DECLARED PER SHARE $ .11 $ .09 Average number of shares outstanding 253,499 257,283
See Notes to Consolidated Financial Statements. ALBERTSON'S, INC. CONSOLIDATED BALANCE SHEETS (dollars in thousands)
May 5, 1994 February 3, (unaudited) 1994 ______________ ____________ ASSETS ______ CURRENT ASSETS: Cash and cash equivalents $ 99,739 $ 62,463 Accounts and notes receivable 116,503 114,493 Inventories 838,860 871,719 Prepaid expenses 17,796 13,589 Deferred income taxes 61,407 59,967 __________ __________ TOTAL CURRENT ASSETS 1,134,305 1,122,231 OTHER ASSETS 95,499 90,810 LAND, BUILDINGS AND EQUIPMENT 3,179,645 3,109,172 Less accumulated depreciation and amortization 1,070,650 1,027,318 __________ __________ 2,108,995 2,081,854 __________ __________ $3,338,799 $3,294,895 LIABILITIES AND STOCKHOLDERS' EQUITY ____________________________________ CURRENT LIABILITIES: Accounts payable $ 549,427 $ 600,376 Notes payable 10,000 Salaries and related liabilities 119,216 101,443 Taxes other than income taxes 44,489 38,095 Income taxes 61,340 48,622 Self-insurance 62,088 58,436 Unearned income 17,944 19,927 Other current liabilities 38,576 30,277 Current maturities of long-term debt 226,538 76,692 Current capitalized lease obligations 6,161 6,194 __________ _________ TOTAL CURRENT LIABILITIES 1,125,779 990,062 LONG-TERM DEBT 398,735 554,092 CAPITALIZED LEASE OBLIGATIONS 110,529 110,919 DEFERRED INCOME TAXES 18,185 28,766 OTHER LONG-TERM LIABILITIES AND DEFERRED CREDITS 252,921 221,677 STOCKHOLDERS' EQUITY: Preferred stock - $1 par value; authorized - 10,000,000 shares; issued - none Common stock - $1 par value; authorized - 600,000,000 shares; issued - 253,571,383 shares and 253,406,983 shares, respectively 253,571 253,407 Capital in excess of par value 4,966 2,117 Retained earnings 1,174,113 1,133,855 __________ __________ 1,432,650 1,389,379 __________ __________ $3,338,799 $3,294,895
See Notes to Consolidated Financial Statements. ALBERTSON'S, INC. CONSOLIDATED CASH FLOWS (in thousands) (unaudited)
13 WEEKS ENDED ______________________________ May 5, April 29, 1994 1993 _____________ _____________ CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 68,151 $ 74,137 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 53,291 46,599 Net deferred income taxes (4,114) (2,521) Cumulative effect of accounting change 17,006 Changes in operating assets and liabilities 23,848 46,224 __________ __________ Net cash provided by operating activities 158,182 164,439 CASH FLOWS FROM INVESTING ACTIVITIES: Net capital expenditures excluding non-cash activities (79,576) (87,948) Increase in other assets (4,689) (6,016) __________ __________ Net cash used in investing activities (84,265) (93,964) CASH FLOWS FROM FINANCING ACTIVITIES: Net line of credit activity (10,000) 5,000 Proceeds from long-term borrowings 252,075 Payments on long-term borrowings (1,534) (1,761) Net commercial paper activity (5,313) (41,095) Proceeds from stock options exercised 3,013 506 Purchase of treasury shares (517,526) Net proceeds from issuance of treasury shares 264,527 Cash dividends paid (22,807) (21,174) __________ __________ Net cash used in financing activities (36,641) (59,448) __________ __________ NET INCREASE IN CASH AND CASH EQUIVALENTS 37,276 11,027 CASH AND CASH EQUIVALENTS AT BEGINNING OF QUARTER 62,463 39,541 __________ __________ CASH AND CASH EQUIVALENTS AT END OF QUARTER $ 99,739 $ 50,568 NON-CASH ACTIVITIES: Capitalized lease obligations incurred $ 1,783 Capitalized lease obligations terminated 870 $ 223 CASH PAYMENTS FOR: Income taxes 40,625 29,535 Interest, net of amounts capitalized 8,490 4,206
See Notes to Consolidated Financial Statements. ALBERTSON'S, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Basis of Presentation _____________________ The accompanying unaudited consolidated financial statements include the results of operations, account balances and cash flows of the Company and its wholly-owned subsidiaries. All material intercompany balances have been eliminated. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments necessary to present fairly, in all material respects, the results of operations of the Company for the periods presented. Such adjustments consisted only of normal recurring items, except for the cumulative effect adjustment associated with the adoption of Statement of Financial Accounting Standards No. 112. The statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and the accompanying notes included in the Company's 1993 Annual Report. The balance sheet at February 3, 1994 has been taken from the audited financial statements at that date. Capital Stock _____________ Average shares outstanding and per share data have been retroactively adjusted to reflect the two-for-one stock split distributed on October 4, 1993. Cumulative Effect of Accounting Change ______________________________________ At the beginning of the 1994 fiscal year, the Company adopted the provisions of Statement of Financial Accounting Standard (SFAS) No. 112, "Employers' Accounting for Postemployment Benefits." This statement requires employers to recognize the obligation for benefits provided to former or inactive employees after employment but before retirement. The Company is self-insured for its employees' short-term and long-term disability plans which are the primary benefits paid to inactive employees prior to retirement. In prior years, expenses for disability benefits were charged to earnings under the pay-as-you-go method. The total cumulative effect of this accounting change (net of $10.6 million in tax benefits) was to decrease net earnings by $17.0 million or $.07 per share. The impact of this change on current year operations is not material. As of May 5, 1994, $26.1 million of the obligation for postemployment benefits is included with other long-term liabilities and $2.2 million is included with current salaries and related liabilities in the Company's consolidated balance sheets. The results for the first quarter of 1994 have been restated to give effect to a correction of the cumulative effect of the adoption of SFAS No. 112. The cumulative effect was originally reported as $6.4 million or $.03 per share. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations _____________________ Sales for the 13 weeks ended May 5, 1994 increased by $190,175,000 (7.0%) over sales for the 13 weeks ended April 29, 1993. This increase was due to improved identical store sales, inflation and the continued expansion of net square footage. Identical store sales, sales in stores that have been in operation for the full 13 week periods of both years, increased 3.0% and comparable store sales (which include replacement stores) increased 3.3%. Management estimates that inflation accounted for approximately 0.3% of the identical store sales increase. During the quarter six stores were opened, four stores were closed and ten store remodels were completed. Net square footage has increased 5.4% from April 29, 1993. The following table sets forth certain income statement components expressed as a percent to sales and the year-to-year percentage changes in the amounts of such components:
Percent to Sales Percentage Incr.(Decr.) ___________________ _________________________ 13 weeks ended First Quarter ___________________ _________________________ 5-5-94 4-29-93 1994/1993 1993/1992 _______ ________ ___________ __________ Sales 100.00% 100.00% 7.0% 18.4% Gross profit 24.84 24.32 9.3 23.8 Selling, general and administrative expenses 19.47 19.37 7.6 12.4 Operating profit 5.36 4.95 16.0 105.2 Interest expense, net 0.55 0.52 13.3 70.1 Earnings before income taxes and cumulative effect of accounting change 4.76 4.38 16.4 110.4 Net earnings 2.34 2.73 (8.1) 184.6
Gross profit, as a percent to sales, increased due primarily to the expansion and increased utilization of the Company's distribution facilities. Utilization of the Company's distribution system has enabled the Company to better control product costs and product distribution. The pre-tax LIFO charge reduced gross profit by $12,000,000 (0.41% to sales) for the 13 weeks ended May 5, 1994 and $11,200,000 (0.41% to sales) for the 13 weeks ended April 29, 1993. Net interest expense increased as a result of borrowings associated with the Company's purchase of its common stock from the estate of J. A. Albertson on March 10, 1993. The decrease in net earnings resulted from the cumulative effect of adopting SFAS No. 112 "Employers Accounting for Postemployment Benefits." Liquidity and Capital Resources _______________________________ The Company's operating results continue to enhance its financial position and ability to continue its planned expansion program. Cash provided by operating activities during the first quarter of 1994 was $158 million as compared to $164 million in the prior year. During the quarter ended May 5, 1994 the Company spent $80 million for net capital expenditures, $23 million for the payment of dividends and $17 million to reduce commercial paper borrowings, long-term debt and current notes. The Company's commercial paper program is utilized to supplement cash requirements resulting from seasonal fluctuations created by the Company's capital expenditure program and changes in working capital. Accordingly, commercial paper borrowings will fluctuate between the Company's quarterly reporting periods. Since 1987 the Board of Directors has continuously adopted or renewed plans under which the Company is authorized, but not required, to purchase shares of its common stock on the open market. The current plan was adopted by the Board on March 7, 1994 and authorizes the Company to purchase up to 2.5 million shares through March 31, 1995. During the quarter ended May 5, 1994 no shares were purchased pursuant to this program. PART II. OTHER INFORMATION Item 1. Legal Proceedings __________________________ There have not been any material developments in the Super Food Services, Inc. lawsuit or the routine litigation referred to in the Form 10-K for the fiscal year ended February 3, 1994. Item 2. Changes in Securities ______________________________ In March 1992, the Company entered into a revolving credit agreement with several banks, whereby the Company may borrow, from time to time, principal amounts up to $200,000,000 at any time prior to April 1, 1997. In accordance with this revolving credit agreement, the Company's consolidated tangible net worth, as defined, shall not be less than $750 million. Item 3. Defaults upon Senior Securities ________________________________________ Not applicable. Item 4. Submission of Matters to a Vote of Security Holders ____________________________________________________________ The Company held its Annual Meeting of Stockholders on May 27, 1994 and transacted the following business: (a) Election of directors: Nominee Votes For % For Votes Withheld Kathryn Albertson 217,635,617 99.3% 1,625,762 A. Gary Ames 217,749,534 99.3% 1,511,845 John B. Carley 217,691,106 99.3% 1,570,273 Paul I. Corddry 217,727,013 99.3% 1,534,366 (b) Reappointment of Deloitte & Touche as the Company's independent auditors: Votes Broker Votes For % For Against Abstentions Nonvotes ______________ _____ _______ ___________ ________ 218,545,617 99.7% 319,510 394,211 2,041 (c) Stockholder proposal to declassify the Board of Directors for the purpose of director elections: Votes Broker Votes For % For Against Abstentions Nonvotes ______________ _____ ___________ ___________ __________ 53,801,702 24.5% 136,824,848 1,616,255 27,018,574 (d) Stockholder proposal to amend Albertson's, Inc. By-Laws to require secret ballot voting: Votes Broker Votes For % For Against Abstentions Nonvotes ______________ _____ ___________ ___________ __________ 44,348,514 20.2% 146,282,513 1,611,275 27,019,077 As set forth in the Company's definitive proxy statement for use in connection with the Annual Meeting of Stockholders, abstentions and broker nonvotes have been counted and had the same effect as a vote against the matter being voted upon. Item 5. Other Information __________________________ Not applicable. Item 6. Exhibits and Reports on Form 8-K _________________________________________ a. Exhibits None. b. The following reports on Form 8-K were filed during the quarter: None. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized. ALBERTSON'S, INC. _________________________________ (Registrant) Date: April 6, 1995 A. Craig Olson _____________________ _________________________________ A. Craig Olson Senior Vice President, Finance and Chief Financial Officer FORM 10-Q/A No. 1 14 -----END PRIVACY-ENHANCED MESSAGE-----