-----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, QCpT9yWCs9oUsQr+WOYp7yLGzDPIvuJ0+lNKotgxrRxaE2w9mMR3xOYwnMEtOHYn IebHzWOJf9qdt988MJdJEw== 0000096021-95-000002.txt : 19950517 0000096021-95-000002.hdr.sgml : 19950517 ACCESSION NUMBER: 0000096021-95-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950210 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYSCO CORP CENTRAL INDEX KEY: 0000096021 STANDARD INDUSTRIAL CLASSIFICATION: 5140 IRS NUMBER: 741648137 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-06544 FILM NUMBER: 95508292 BUSINESS ADDRESS: STREET 1: 1390 ENCLAVE PKWY CITY: HOUSTON STATE: TX ZIP: 77077 BUSINESS PHONE: 7135841390 10-Q 1 2ND QUARTER 10-Q Page 1 of 12 SECURITIES AND EXCHANGE COMMISSION 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 December 31, 1994 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 1-6544 SYSCO CORPORATION (Exact name of registrant as specified in its charter) Delaware 74-1648137 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 1390 Enclave Parkway Houston, Texas 77077-2099 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (713) 584-1390 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 [ ] 182,616,855 shares of common stock were outstanding as of February 3, 1995. 2 PART I. FINANCIAL INFORMATION --------------------------------------------------- Item 1. Financial Statements The following consolidated financial statements have been prepared by the Company, without audit, with the exception of the July 2, 1994 consolidated balance sheet which was taken from the audited financial statements included in the Company's Fiscal 1994 Annual Report on Form 10-K. The financial statements include consolidated balance sheets, consolidated results of operations and consolidated cash flows. In the opinion of management, all adjustments, which consist of normal recurring adjustments, necessary to present fairly the financial position, results of operations and cash flows for all periods presented, have been made. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's Fiscal 1994 Annual Report on Form 10- K. A review of the financial information herein has been made by Arthur Andersen LLP, independent public accountants, in accordance with established professional standards and procedures for such a review. A letter from Arthur Andersen LLP concerning their review is included as Exhibit 15. 3 SYSCO CORPORATION and its Consolidated Subsidiaries CONSOLIDATED BALANCE SHEETS (In Thousands Except for Share Data)
Dec. 31, July 2, Jan. 1, 1994 1994 1994 (Unaudited) (Audited) (Unaudited) ----------- --------- ----------- ASSETS ---------- Current assets Cash $ 84,224 $ 86,735 $ 50,767 Accounts and notes receivable, less allowances of $29,366, $15,999 and $27,161 919,262 856,448 829,041 Inventories 703,318 601,994 640,172 Deferred taxes 35,837 38,091 32,116 Prepaid expenses 22,000 16,380 19,237 ---------- ---------- ---------- Total current assets 1,764,641 1,599,648 1,571,333 Plant and equipment at cost, less depreciation 839,761 817,221 790,433 Goodwill and intangibles, less amortization 262,072 266,021 265,544 Other assets 146,869 128,839 107,252 ---------- ---------- ---------- Total assets $3,013,343 $2,811,729 $2,734,562 ========== ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ Current liabilities Notes payable $ 66,508 $ 5,247 $ 56,826 Accounts payable 688,537 632,373 568,556 Accrued expenses 171,680 176,043 145,199 Accrued income taxes 11,596 29,168 19,704 Current maturities of long-term debt 3,146 3,730 6,535 ---------- --------- ---------- Total current liabilities 941,467 846,561 796,820 Long-term debt 561,066 538,711 565,756 Deferred taxes 202,643 185,548 167,418 Shareholders' equity Preferred stock, par value $1 per share: Authorized 1,500,000 shares; issued none --- --- --- Common stock, par value $1 per share: Authorized 500,000,000 shares; issued 191,293,725 shares 191,294 191,294 191,294 Paid-in capital 52,078 60,003 62,297 Retained earnings 1,289,643 1,200,735 1,120,797 ---------- ---------- ---------- 1,533,015 1,452,032 1,374,388 Less cost of treasury stock, 8,805,905, 8,224,505 and 6,661,743 shares 224,848 211,123 169,820 ---------- ---------- ---------- Total shareholders' equity 1,308,167 1,240,909 1,204,568 ---------- ---------- ---------- Total liabilities and shareholders' equity $3,013,343 $2,811,729 $2,734,562 ========== ========== ========== Note: The July 2, 1994 balance sheet has been taken from the audited financial statements at that date.
4 SYSCO Corporation and its Consolidated Subsidiaries CONSOLIDATED RESULTS OF OPERATIONS (Unaudited) (In Thousands Except for Share Data)
26-Week Period Ended 13-Week Period Ended ---------------------------- ----------------------------- Dec. 31, Jan. 1, Dec. 31, Jan. 1, 1994 1994 1994 1994 ------------ ------------ ------------ ----------- Sales $ 5,989,759 $ 5,375,756 $ 3,006,663 $ 2,665,882 Costs and expenses Cost of sales 4,912,364 4,403,380 2,463,576 2,179,225 Operating expenses 857,867 773,589 428,276 384,340 Interest expense 18,421 19,949 9,968 10,347 Other income, net (1,073) (1,134) (545) (175) ------------ ----------- ------------ ------------ Total costs and expenses 5,787,579 5,195,784 2,901,275 2,573,737 ------------ ----------- ------------ ------------ Earnings before income taxes 202,180 179,972 105,388 92,145 Income taxes 80,265 76,349 41,839 36,582 ------------ ------------ ------------ ------------ Net earnings $ 121,915 $ 103,623 $ 63,549 $ 55,563 ============ ============ ============ ============ Average number of shares outstanding 183,091,860 184,836,752 182,890,596 184,751,726 ============ ============ ============ ============ Earnings per share $ 0.67 $ 0.56 $ 0.35 $ 0.30 ============ ============ ============ ============ Dividends paid per common share $ 0.18 $ 0.14 $ 0.09 $ 0.07 ============ ============ ============ ============ (/Table) 5
SYSCO CORPORATION and its Consolidated Subsidiaries CONSOLIDATED CASH FLOWS - (Unaudited) (In Thousands)
26-Week Period Ended ------------------------ Dec. 31, Jan. 1, 1994 1994 -------- ---------- Cash flows from operating activities: Net earnings $ 121,915 $103,623 Add non-cash items: Depreciation and amortization 64,308 58,391 Interest on Liquid Yield Option Notes 2,979 2,838 Deferred tax provision 19,349 11,336 Provision for losses on accounts receivable 10,265 9,319 Additional investment in certain assets and liabilities net of effect of business acquired: (Increase) in receivables (73,079) (50,481) (Increase) in inventories (101,324) (96,460) (Increase) decrease in prepaid expenses (5,620) 749 Increase in accounts payable 56,164 9,960 (Decrease) in accrued expenses (4,363) (15,334) (Decrease) in accrued income taxes (17,572) (7,386) (Increase) in other assets (20,909) (26,868) -------- -------- Net cash provided by (used for) operating activities 52,113 (313) -------- -------- Cash flows from investing activities: Additions to plant and equipment (82,058) (77,861) Proceeds from sales of plant and equipment 2,038 1,139 Acquisitions of business, net of cash acquired --- (11,925) -------- -------- Net cash used for investing activities (80,020) (88,647) -------- -------- Cash flows from financing activities: Bank and commercial paper borrowings 85,851 115,241 Other debt repayments (5,799) (5,806) Common stock reissued from treasury 16,415 15,030 Treasury stock purchases (38,064) (27,614) Dividends paid (33,007) (25,883) -------- -------- Net cash provided by financing activities 25,396 70,968 -------- -------- Net decrease in cash (2,511) (17,992) Cash at beginning of period 86,735 68,759 -------- -------- Cash at end of period $ 84,224 $ 50,767 ======== ======== Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 18,542 $ 20,186 Income taxes 78,133 74,200
6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources ------------------------------- The liquidity and capital resources discussion included on page 11 of the Company's Fiscal 1994 Annual Report on Form 10-K remains applicable, other than the common stock repurchase program described below. In Fiscal 1992, the Company began a common stock repurchase program and purchased 8,000,000 shares in Fiscal 1992 and 1993. In September 1993, the Board of Directors authorized an additional 10,000,000 shares to be purchased under this stock repurchase program. Under this program, 3,000,000 shares were purchased in Fiscal 1994 and 1,530,000 shares in the first half of Fiscal 1995. Results of Operations --------------------- Sales increased 11% during the 26 weeks and 13% in the second quarter of Fiscal 1995 over the same quarter of the prior year. Cost of sales increased 12% during the 26 weeks and 13% in the second quarter of Fiscal 1995 which is generally in line with the sales increases. Operating expenses for the periods presents remained approximately the same as a percent of sales. Interest expense in the current periods declined from the prior periods primarily due to expiration of the interest rate swap in December 1993 which more than offset the incremental interest expense related to increased borrowings and rates. Income taxes for the prior 26 weeks includes a $4.9 million provision relating to the retroactive impact of the Omnibus Budget Reconciliation Act of 1993. Excluding this charge, the effective tax rate for the current and prior periods was 39.7%, reflecting the current federal tax rate of 35%. Increases in pretax earnings, net earnings and earnings per share for the periods shown resulted from a combination of the above factors. 7 PART II. OTHER INFORMATION ------------------------- Item 4. Submission of Matters to a Vote of Security Holders The Company's Annual Meeting of Stockholders was held on November 4, 1994 ("1994 Annual Meeting"). At the 1994 Annual Meeting the following persons were elected to serve as directors of the Company for three year terms: John F. Baugh, Charles H. Cotros, Jonathan Golden, Arthur J. Swenka and Thomas B. Walker, Jr. The terms of the following persons as directors of the Company continued after the 1994 Annual Meeting: John W. Anderson, Colin G. Campbell, Frank A. Godchaux III, Donald H. Keller, Bill M. Lindig, Richard G. Merrill, Donald H. Pegler Jr., Frank H. Richardson, Phyllis S. Sewell and John F. Woodhouse. At the 1994 Annual Meeting, the stockholders voted upon the election of directors, as noted above, and approval of the Amended and Restated SYSCO Corporation Management Incentive Plan (the "Plan"). The results of such vote were as follows:
Number of Votes Cast -------------------- Withheld and Broker Matter Voted Upon For Against Abstained Non-votes ----------------- ----------- ---------- ------------ --------- (i) Approval of the Plan 142,186,337 15,915,402 3,085,851 -- (ii) Election as Director: John F. Baugh 159,298,164 1,889,426 -- -- Charles H. Cotros 159,352,842 1,834,748 -- -- Jonathan Golden 159,463,104 1,724,486 -- -- Arthur J. Swenka 159,516,781 1,670,809 -- -- Thomas B. Walker, Jr. 159,371,420 1,816,170 -- --
Item 6. Exhibits and Reports on Form 8-K (a) Exhibit 11, Statement re computation of per share earnings. Exhibit 15, Letter from Arthur Andersen LLP dated February 7, 1995, re unaudited financial statements. Exhibit 27, Financial Data Schedule. (b) No reports on Form 8-K have been filed during the quarter for which this report is filed. 8 SIGNATURES ------------------ Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SYSCO CORPORATION (Registrant) By /s/ JOHN K. STUBBLEFIELD, JR. ----------------------------- John K. Stubblefield, Jr. Senior Vice President & Chief Financial Officer Date: February 7, 1995 9 EXHIBIT INDEX ----------------------
SEQUENTIAL NO. DESCRIPTION PAGE NUMBER - - - ----- ----------------------------------------- ------------- 11 SYSCO Corporation and its Consolidated Subsidiaries statement re computation of per share earnings 10 15 Letter from Arthur Andersen LLP dated February 7, 1995, re unaudited financial statements 11 27 SYSCO Corporation and its Consolidated Subsidiaries Financial Data Schedule 12
EX-11 2 EXHIBIT 11 EPS COMP 10 Exhibit 11 SYSCO CORPORATION AND ITS CONSOLIDATED SUBSIDIARIES STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
26-Week Period Ended 13-Week Period Ended ----------------------------- ------------------------------- Dec. 31,1994 Jan. 1, 1994 Dec. 31, 1994 Jan. 1, 1994 ------------ -------------- ------------- ------------ Calculation of Primary Earnings Per Share: - - - ----------------------------------------- Net earnings applicable to common stock $ 121,915,000 $ 103,623,000 $ 63,549,000 $ 55,563,000 ============= ============= ============= ============= Average number of common shares and common stock equivalents outstanding 183,091,860 184,836,752 182,890,596 184,751,726 Dilutive effect of stock options --- --- --- --- ------------- ------------- ------------- ------------- 183,091,860 184,836,752 182,890,596 184,751,726 ============= ============= ============= ============= Primary earnings per share $ 0.67 $ 0.56 $ 0.35 $ 0.30 ============= ============= ============= ============= Calculation of Fully Diluted Earnings Per Share: - - - ------------------------------------------------ Net earnings applicable to common stock $ 121,915,000 $ 103,623,000 $ 63,549,000 $ 55,563,000 ============= ============= ============= ============= Average number of shares outstanding on a fully diluted basis - same as for calculation of primary earnings per share 183,091,860 184,836,752 182,890,596 184,751,726 Dilutive effect of stock options and Liquid Yield Option Notes --- --- --- --- ------------- ------------- ------------- ------------ 183,091,860 184,836,752 182,890,596 184,751,726 ============= ============= ============= ============ Fully diluted earnings per share $ 0.67 $ 0.56 $ 0.35 $ 0.30 ============= ============= ============= ============ Maximum possible dilutive effect of outstanding options in each period is less than 3%. Maximum possible dilutive effect of outstanding effect of outstanding options and Liquid Yield Option Notes during each period is less than 3%.
EX-15 3 AA LETTER 11 Exhibit 15 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Board of Directors and Shareholders of Sysco Corporation: We have reviewed the consolidated balance sheet of Sysco Corporation (a Delaware corporation) and subsidiaries as of December 31, 1994, and the related consolidated statements of results of operations and cash flows for the twenty-six week and thirteen week periods then ended included in the Company's Quarterly Report on Form 10-Q. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with generally accepted accounting principles. /s/ ARTHUR ANDERSEN LLP Houston, Texas February 7, 1995 EX-27 4 ART. 5 FDS FOR 2ND QUARTER 10-Q
5 This schedule contains summary financial information extracted from Item 1. Financial Statements and is qualified in its entirety by reference to such financial statements. 1,000 6-MOS JUL-01-1995 DEC-31-1994 84,224 0 948,628 (29,366) 703,318 1,764,641 1,470,618 (630,857) 3,013,343 941,467 561,066 191,294 0 0 1,116,873 3,013,343 5,989,759 5,989,759 4,912,364 5,787,579 (1,073) 10,265 18,421 202,180 80,265 121,915 0 0 0 121,915 0.67 0.67
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