ROUNDYS INC - 10-Q Quarterly Report

Back to GetFilings.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 September 28, 2002

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 333-97623
-----------------------------------------------

Roundy's, Inc.
- ---------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Wisconsin 39-0854535
- ---------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

23000 Roundy Drive, Pewaukee, Wisconsin 53072
- ---------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)

(262) 953-7999
- ---------------------------------------------------------------------
(Registrant's telephone number, including area code)

NOT APPLICABLE
- ---------------------------------------------------------------------
(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 __ No X

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

Class Outstanding at September 28, 2002
- ------------------------------ ----------------------------------
Common Stock, $0.01 par value 1,000 Shares

ROUNDY'S, INC.

INDEX

Page
No.
----
PART I. Item 1. Financial Statements:

Condensed Consolidated Balance Sheets - 3
September 28, 2002 (Successor) and December 29, 2001
(Predecessor)

Condensed Statements of Consolidated Income 4
Thirteen Weeks Ended September 28, 2002 (Successor)
Thirteen Weeks Ended September 29, 2001 (Predecessor)
Period from June 7, 2002 to September 28, 2002(Successor)
Period from December 30, 2001 to June 6, 2002(Predecessor)
Thirty-nine Weeks Ended September 29, 2001 (Predecessor)

Condensed Statements of Consolidated Cash Flows- 5
Period from June 7, 2002 to September 28, 2002(Successor)
Period from December 30, 2001 to June 6, 2002(Predecessor)
Thirty-nine Weeks Ended September 29, 2001 (Predecessor)

Notes to Condensed Consolidated Financial Statements 6

Item 2. Management's Discussion and Analysis of 16
Financial Condition and Results of Operations

Item 3. Quantitative and Qualitative Disclosures
About Market Risk 21

Item 4. Controls and Procedures 21

PART II. Other Information 22

Item 1. Legal Proceedings

Item 2. Changes in Securities and Use of Proceeds

Item 3. Defaults Upon Senior Securities

Item 4. Submission of Matters to a Vote of Security holders

Item 5. Other Information

Item 6. Exhibits and Reports on Form 8-K

SIGNATURES 23

PART I. ITEM 1. FINANCIAL INFORMATION
--------------------------------------
ROUNDY'S, INC. AND SUBSIDIARIES
-------------------------------
CONDENSED CONSOLIDATED BALANCE SHEETS
-------------------------------------
(UNAUDITED)

Successor Predecessor
----------------- ----------------
September 28,2002 December 29,2001
----------------- ----------------
CURRENT ASSETS:
Cash and cash equivalents $ 78,585,400 $ 45,516,500
Notes and accounts receivable, less allowance
for losses, $6,099,700 and $7,021,400, 81,242,400 74,783,900
respectively
Merchandise inventories 241,354,900 247,567,100
Prepaid expenses 7,652,600 17,749,900
Deferred income tax benefits 14,760,300 9,693,000
----------------- ----------------
Total Current Assets 423,595,600 395,310,400
----------------- ----------------
OTHER ASSETS:
Goodwill - net 438,189,400 113,616,200
Other assets - net 96,539,200 3,790,000
Notes receivable, less allowance for
losses of $1,300,000 4,471,800 5,686,000
Other real estate 6,070,600 6,019,100
----------------- ----------------
Total Other Assets 545,271,000 129,111,300
----------------- ----------------
PROPERTY AND EQUIPMENT - Net 284,314,700 270,088,700
----------------- ----------------
$ 1,253,181,300 $ 794,510,400
================= ================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $ 2,917,000 $ 27,717,000
Accounts payable 215,155,600 243,649,300
Accrued expenses 110,138,400 97,688,300
Income taxes 13,256,800 1,315,600
----------------- ----------------
Total Current Liabilities 341,467,800 370,370,200

LONG-TERM DEBT, LESS CURRENT MATURITIES 485,970,100 200,831,500
OTHER LIABILITIES 69,373,600 42,981,600
DEFERRED INCOME TAXES 29,343,600 591,000
---------------- ----------------
Total Liabilities 926,155,100 614,774,300
---------------- ----------------
REDEEMABLE COMMON STOCK 9,244,100
---------------- ----------------
STOCKHOLDERS' EQUITY:
Common Stock:
Common Stock (1,000 shares issued and
outstanding at $0.01 par value)
Voting (Class A) 12,600
Non-Voting (Class B) 1,377,800
---------------- ----------------
Total Common Stock 1,390,400

Patronage dividends payable in common stock 5,950,000
Additional paid-in capital 314,500,000 45,753,500
Reinvested earnings 12,526,200 144,392,600
---------------- ----------------
LESS:
Treasury stock, at cost (145,615 shares) 18,327,500
Accumulated other comprehensive loss 8,667,000
---------------- ----------------
Total Stockholders' Equity 327,026,200 170,492,000
---------------- ----------------
$ 1,253,181,300 $ 794,510,400
================ ================

See Notes to Condensed Consolidated Financial Statements.

ROUNDY'S, INC. AND SUBSIDIARIES

CONDENSED STATEMENTS OF CONSOLIDATED INCOME

(UNAUDITED)

See Notes to Condensed Consolidated Financial Statements.

ROUNDY'S, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(UNAUDITED)

ROUNDY'S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1) In the opinion of Roundy's, Inc. ("Roundy's" or the "Company"), the
accompanying condensed consolidated financial statements contain all
adjustments (consisting only of normal recurring accruals) necessary to
present fairly the consolidated financial position as of September 28, 2002
(Successor) and December 29, 2001 (Predecessor) and the consolidated
results of operations for the thirteen weeks ended September 28, 2002
(Successor), the thirteen weeks ended September 29, 2001 (Predecessor),
the period from June 7, 2002 to September 28, 2002 (Successor), the
period from December 30, 2001 to June 6, 2002 (Predecessor), and the
thirty-nine weeks ended September 29,2001 (Predecessor) and consolidated
cash flows for the period from June 7, 2002 to September 28, 2002
(Successor), the period from December 30, 2001 to June 6, 2002
(Predecessor) and the thirty-nine weeks ended September 29, 2001
(Predecessor). Certain amounts previously reported have been reclassified
to conform to the current presentation. As discussed in Note 7, the
Company was acquired on June 6,2002, and accordingly has adjusted its
assets and liabilities to fair value as of that date. Therefore, since
June 6, 2002, depreciation and amortization have been recorded based upon
the fair values of those assets. Predecessor information represents the
results of Roundy's prior to the acquisition of the Company (see Note 7).

2) The consolidated results of operations for the thirteen weeks ended
September 28, 2002 (Successor), the thirteen weeks ended September 29, 2001
(Predecessor), the period from June 7, 2002 to September 28, 2002
(Successor), the period from December 30, 2001 to June 6, 2002
(Predecessor), and the thirty-nine weeks ended September 29, 2001
(Predecessor)are not necessarily indicative of the results to be expected
for the full fiscal year.

3) Income per share is not presented because it is not deemed to be meaningful.

4) During 2001, the Emerging Issues Task Force ("EITF") reached a consensus on
EITF 01-9, "Accounting for Consideration Given by a Vendor to a Customer or
a Reseller of the Vendor's Products." This pronouncement relates to the
income statement classification of sales incentives and requires that the
Company classify certain sales promotions offered to its retail customers
as a reduction of net sales (versus cost of sales as previously recorded).
The Company has adopted this pronouncement effective December 30, 2001.
Net sales and service fees and cost of sales have been reduced by
approximately $14.4 million and $41.6 million for the thirteen and thirty-
nine weeks ended September 29, 2001, respectively.

In July 2002, the financial Accounting Standards Board ("FASB") issued SFAS
146, Accounting for Costs Associated with Exit or Disposal Activities
("SFAS 146"), which addresses financial accounting and reporting associated
with exit or disposal activities. Under SFAS 146, costs associated with an
exit or disposal activity shall be recognized and measured at their fair
value in the period in which the liability is incurred rather than the date
of a commitment to an exit or disposal plan. The Company is required to
adopt SFAS 146 for all exit and disposal activities initiated after
December 31, 2002. Management believes there will be no material effect on
the Company's financial statements resulting from its adoption.

5) In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 requires that goodwill and intangible assets with
indefinite useful lives recorded for acquisitions completed subsequent to
June 30, 2001 no longer be amortized and the amortization of goodwill and
intangible assets with indefinite useful lives recorded for acquisitions
completed prior to June 30, 2001 cease upon adoption of the statement.
Instead, the carrying value of goodwill and intangible assets with
indefinite useful lives will be evaluated for impairment on an annual
basis, or more frequently if circumstances indicate that an impairment may
exist. The Company adopted SFAS No. 142 on December 30, 2001.

As required by SFAS No. 142, the results for periods prior to its adoption
have not been restated. The following table reconciles the reported net
earnings to that which would have resulted for each of the periods
presented, if SFAS No. 142 had been effective.

13 Weeks Ended 39 Weeks Ended
September 29, September 29,
2001 2001
-------------- ---------------
Net Income $7,673,000 $20,723,000
Goodwill amortization, net of tax 962,100 2,927,600
-------------- ---------------
Pro Forma net income $8,635,100 $23,650,600
============== ===============

Goodwill as of September 28, 2002:

Balance at December 29, 2001 $113,616,200
Purchase accounting adjustments 1,847,700
Write off of predecessor's goodwill (115,463,900)
Successor's goodwill 438,189,400
------------
Balance at September 28, 2002 $438,189,400
============

Other assets at September 28, 2002, and December 29, 2001 consisted of the
following:

September 28, 2002
--------------------------------------
Carrying Accumulated
Amount Amortization Net
----------- ------------ -------------
Amortized intangible assets:
Supply agreements $71,946,000 $2,273,700 $69,672,300
Non-compete 562,600 62,600 500,000
----------- ------------ -------------
Total amortized intangible assets 72,508,600 2,336,300 70,172,300
----------- ------------ -------------
Debt issuance costs 23,021,800 559,500 22,462,300
Other Assets 3,904,600 3,904,600
----------- ------------ -------------
Total $99,435,100 $2,895,800 $96,539,200
=========== ============ =============

December 29, 2001
--------------------------------------
Carrying Accumulated
Amount Amortization Net
----------- ------------ -------------
Amortized intangible asset-Non-compete $ 1,000,000 $ 350,000 $ 650,000
Debt issuance cost 1,207,500 238,400 969,100
Other assets 2,170,900 2,170,900
----------- ------------ -------------
Total $ 4,378,400 $ 588,400 $ 3,790,000
=========== ============ =============

Intangible amortization expense for the thirteen weeks ended September 28,
2002 and the period from June 7, 2002 to September 28, 2002 (successor) was
$1,848,700 and $2,336,300, respectively. Intangible amortization expense,
excluding goodwill amortization, for the thirteen and thirty-nine weeks ended
September 29, 2001 (predecessor) was $62,500 and $187,500, respectively.
Intangible amortization expense for the period December 30, 2001 to June 6,
2002 (predecessor) was $80,800. Expected intangible amortization expense
for the remainder of 2002 and each of the subsequent five fiscal years is
as follows:

2002 $1,848,700
2003 7,394,600
2004 7,394,600
2005 7,244,600
2006 7,194,600
2007 7,194,600

6)Comprehensive income was:

7) On June 6, 2002, Roundy's and Roundy's Acquisition Corp. ("RAC") entered
into a share exchange agreement pursuant to which RAC acquired all of the
issued and outstanding capital stock of Roundy's for cash of $575.4 million
(the "Acquisition"). RAC is a corporation formed at the direction of
Willis Stein & Partners III, L.P. for the purpose of acquiring Roundy's.
The Acquisition was financed through cash contributed by RAC
($314.5 million), the proceeds from a term loan ($250.0 million) and a
subordinated offering ($225.0 million) of Senior Subordinated Notes issued
by Roundy's. Proceeds from the debt issuance were also used to retire
previously outstanding debt of Roundy's and for additional working capital.

As of September 28, 2002, long-term debt consists of the following:

Bank term loan .................................... $250,000,000
Senior Suborinated notes payable, 8.875%, due 2012 225,000,000
Capital lease obligations, 8.5%, due 2002 to 2020.. 13,706,900
Other.............................................. 180,200
------------
488,887,100
Less current maturities......................... 2,917,000
------------
Total long-term debt, less current maturities $485,970,100
============

The senior credit facility provides for aggregate borrowings of up to $375
million, $250 million in a term loan and $125 million in a five-year
revolving credit facility, which bear interest based on LIBOR and Prime
rates. The credit facility includes covenants that, among other things,
limit dividends and additional borrowings and provide for a minimum fixed
charge coverage ratio and maximum total and senior leverage ratios. The
term loan is repayable in 28 consecutive quarterly installments, commencing
September 30, 2002, the first 24 of which will be $625,000 and the last
four of which will each be in an amount of $58,750,000. On September 28,
2002, the Company had approximately $114.8 million of unused borrowing
capacity after the issuance of $10.2 million of letters of credit to
replace existing letters of credit under the Company's former credit
agreement. The Company's assets are pledged as collateral to the credit
facility.

The total purchase price was allocated to the tangible and intangible assets
and liabilities acquired based upon their respective fair values as of the
closing date of the Acquisition. Roundy's is in the process of obtaining
third party valuations of certain property and equipment and intangible
assets and allocating goodwill to its segments. Accordingly, its allocation
of purchase price is subject to adjustment and such adjustment could be
material.

The Company is in the process of finalizing plans to exit certain operating
facilities as of September 28, 2002. Adjustments, if any, may consist of
severance and future lease costs and would be recorded as additional
goodwill.

The following information presents the unaudited pro forma results of
operations of the Company for fiscal 2001 and 2002, and includes the
Company's consolidated results of operations and the results of The Copps
Corporation acquired during fiscal 2001 as if the Acquisition had been made
at the beginning of fiscal 2001. The results presented below include
certain pro forma adjustments to reflect the amortization of intangible
assets and adjustments to interest expense and depreciation:

Thirty-nine Weeks Ended
September 28, 2002 September 29, 2001
------------------ ------------------
Net sales & service fees $2,691,238,600 $2,684,611,500
Net income 23,284,200 11,634,500

The unaudited pro forma results of operations are prepared for comparative
purposes only and do not necessarily reflect the results that would have
occurred had the acquisitions occurred at the beginning of fiscal 2001 or
the results that may occur in the future.

8) Segment Reporting. The Company and its subsidiaries sell and distribute
food and nonfood products that are typically found in supermarkets primarily
located in the Midwest. The Company's wholesale distribution segment sells
to both Company-owned and independent retail food stores, while the retail
segment sells directly to the consumer.

Eliminations represent the activity between wholesale and Company-owned
retail stores. Inter-segment revenues are recorded at amounts consistent
with those charged to independent retail stores.

Identifiable assets are those used exclusively by that industry segment.
Corporate assets are principally cash and cash equivalents, notes
receivable, transportation equipment, corporate office facilities, equipment
and unallocated goodwill (approximately $330 million) and other intangible
assets.

9) Condensed Consolidating Financial Information. The following
presents condensed consolidating financial statements of Roundy's,
Inc. and its subsidiaries. All subsidiaries are 100% owned by
Roundy's, Inc. The accounting policies for all entities are
consistent with those previously described herein.

CONDENSED CONSOLIDATING STATEMENT OF INCOME
13 Weeks Ended September 28, 2002

CONDENSED CONSOLIDATING STATEMENT OF INCOME
13 Weeks Ended September 29, 2001

CONDENSED CONSOLIDATING STATEMENT OF INCOME
Period from June 7, 2002 to September 28, 2002

CONDENSED CONSOLIDATING STATEMENT OF INCOME
Period from December 30, 2001 to June 6, 2002

CONDENSED CONSOLIDATING STATEMENT OF INCOME
39 Weeks Ended September 29, 2001

CONDENSED CONSOLIDATING BALANCE SHEET
As of September 28, 2002

CONDENSED CONSOLIDATING BALANCE SHEET
As of September 28, 2002

CONDENSED CONSOLIDATING BALANCE SHEET
As of December 29, 2001

CONDENSED CONSOLIDATING BALANCE SHEET
As of December 29, 2001

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
Period from 06/07/02 to 09/28/02

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
Period from 12/30/01 to 06/06/02

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
39 Weeks Ended 09/29/01

Item 2.

Management's Discussion & Analysis of Financial Condition
and Results of Operations

For the Three Month and Nine Month Periods, Ended September 28, 2002 and
September 29, 2001

Unless the context otherwise requires, references to "Roundy's," "we,"
"us," "our," "the Company," and other similar terms refer to the combined
business of Roundy's, Inc. and all of its subsidiaries.

The following discussion and analysis of our financial condition and
results of operations covers periods prior to the consummation of the
acquisition and related financing transactions. The results for the nine
months ended September 28, 2002 include the results of the Company through
June 6, 2002 (predecessor) and after the transaction (successor). As part
of the acquisition, we entered into the various financing arrangements
described herein and, as a result, we now have a different capital
structure. Accordingly, the results of operations for periods subsequent
to the consummation of the acquisition and related financing transactions
will not necessarily be comparable to prior periods.

Acquisitions
- ------------
On October 23, 2002, we purchased four Pick `n Save retail grocery stores
for approximately $26.0 million in cash plus the value at the seller's
cost for inventory in such stores.

Effective May 20, 2001, we acquired all of the outstanding stock of The
Copps Corporation for approximately $96.2 million in cash. Copps owned
and operated 21 Copps retail grocery stores and a wholesale distribution
center located in Stevens Point, Wisconsin. We financed the acquisition
through borrowings under our prior credit agreement.

On March 31, 2000, we acquired all of the outstanding stock of Mega Marts,
Inc. for approximately $125.0 million in cash and notes payable. Mega
Marts owned and operated 16 retail grocery stores, all of which were
licensed Pick `n Save locations. Also on March 31, 2000, we acquired
certain assets of NDC, Inc., an affiliate of Mega Marts, consisting of a
retail grocery store known as the Tri-City Pick `n Save, for approximately
$11.2 million in cash. We financed the acquisitions with borrowings under
our prior credit agreement and $39.0 million in promissory notes issued to
the shareholders of Mega Marts.

On February 2, 2000, we purchased seven Pick `n Save retail grocery stores
for approximately $37.7 million in cash from Ultra Mart, Inc.

Net Sales and Service Fees
- --------------------------

Net sales and service fees represent product sales less returns and
allowances and sales promotions. We derive our net sales from the
operation of retail grocery stores and the wholesale distribution of food
and non-food products.

The table below indicates the portion of our net sales attributable to
retail sales and wholesale distribution for the periods indicated.
Eliminations represent the intercompany activity between our wholesale
operations and our company-owned retail stores.

Costs and Expenses
- ------------------

Our costs and expenses consist of cost of sales, operating and
administrative expenses and interest expense.

- Cost of sales includes product costs and freight.

- Operating and administrative expenses consist primarily of personnel
costs, sales and marketing expenses, depreciation and amortization
expenses, expenses associated with our facilities, internal management
expenses, business development expenses and expenses for finance, legal,
human resources and other administrative departments.

- Interest expense includes interest on our outstanding indebtedness.

Results of Operations
- ---------------------

The following table sets forth each category of statement of income data
as a percentage of net sales and
service fees.

(1)Adjusted EBITDA represents earnings before patronage dividends,
interest, taxes, depreciation and amortization. Adjusted EBITDA is
presented because we believe EBITDA is frequently used by securities
analysts, investors and other interested parties in the evaluation of
companies in our industry. However, other companies in our industry may
calculate Adjusted EBITDA differently than we do. Adjusted EBITDA may be
relevant or useful to investors as we understand that securities analysts
and others use measures like Adjusted EBITDA to value securities like our
subordinated notes. We use Adjusted EBITDA primarily as a measure of
liquidity and to calculate compliance with the terms of the covenants
contained in the indenture governing our subordinate notes, many of which
depend on formulas based on "Consolidated Cash Flow" (as defined in the
Indenture), which is identical to Adjusted EBITDA, as presented.

The following table presents the components of Adjusted EBITDA for each
period presented (in thousands):

Three Months Ended Nine Months Ended
--------------------------- ---------------------------
September 28, September 29, September 28, September 29,
2002 2001 2002 2001
------------- ------------- ------------- --------------

Net Earnings $8,952 $7,673 $32,111 $20,723
Patronage dividends
Interest 8,338 4,893 16,858 13,483
Taxes 6,221 5,788 22,314 15,633
Depreciation
and amortization 13,006 11,613 34,075 31,535

Adjusted EBITDA is not a measurement of financial performance under
generally accepted accounting principles and should not be considered as
an alternative to cash flow from operating activities or as a measure of
liquidity or an alternative to net income as indicators of our operating
performance or any other measures of performance derived in accordance
with generally accepted accounting principles.

Comparison of the Three Month Periods Ended September 28, 2002 and
September 29, 2001
- ----------------------------------------------------------------------

Net sales and service fees were $904.0 million for the three-month period
ended September 28, 2002, a decrease of $2.9 million, or 0.3%, from $906.9
million in the three-month period ended September 29, 2001. Sales from
our wholesale operations were $748.1 million for 2002, a decrease of $3.1
million, or 0.4% from $751.2 million in 2001. Sales from our retail
operations were $392.1 million for 2002, a decrease of $3.4 million, or
0.9% from $395.5 million in 2001.This decrease was due in a large part to
the sale and/or closing of three Company-owned retail stores, which
accounted for decreased retail sales of approximately $8.4 million. Our
same store sales improved 1.3% for the third quarter of 2002 versus 2001.

Gross profit was $150.2 million for the three-month period ended September
28, 2002, an increase of $4.4 million, or 3.0%, from the $145.8 million in
the three-month period ended September 29, 2001. Gross profit margin for
the same periods of 2002 and 2001 was 16.6% and 16.1%, respectively. The
increase in our gross profit and gross margin for the quarter was due
primarily to improvements in the retail segment. The retail gross profit
margin was 23.4% and 22.7% for the third quarter of 2002 and 2001,
respectively. The improvement in the retail gross profit margin was
largely the result of stronger gross margins related to a higher mix of
higher margin perishable department sales. Third quarter wholesale gross
profit margin was 8.3% as compared to 8.0% in the third quarter of 2001.
The slight improvement in the wholesale gross profit margin was primarily
due to the negative effect in the third quarter of 2001 of a work stoppage
at our Eldorado division.

Operating and administrative expenses were $127.3 million for the three-
month period ended September 28, 2002, a decrease of $0.8 million, or
0.6%, from $128.1 million in the three-month period ended September 29,
2001. Operating and administrative expenses, as a percentage of net sales
and service fees were 14.1% for the third quarter of 2002 which was
consistent with the third quarter of 2001. Retail operating and
administrative expenses were 20.5% of retail sales for 2002 as compared to
20.3% for 2001. This increase was primarily due to increased health
insurance costs. Wholesale operating and administrative expenses
decreased to 5.9% of wholesale sales for 2002 as compared to 6.3% for
2001. The decrease was primarily due to labor efficiencies achieved at
our Wisconsin wholesale divisions.

Interest expense was $8.3 million for the three-month period ended
September 28, 2002, an increase of $3.4 million, or 70.4%, from $4.9
million in the three-month period ended September 29, 2001. Substantially
all of the increase is due to increased borrowings associated with the
acquisition of the Company on June 6, 2002 (the "Acquisition"), by an
affiliate of Willis Stein & Partners, offset somewhat by lower interest
rates. Our average interest rate on outstanding indebtedness was
approximately 6.8% in the third quarter of 2002 compared to 7.1% in the
third quarter of 2001.

Provision for income taxes increased to $6.2 million for the three-month
period ended September 28, 2002, from $5.8 million in the three-month
period ended September 29, 2001. The effective income tax rate, however,
decreased to 41.0% from 43.0% during the same period. This improvement
was due primarily to the elimination of non-deductible goodwill with the
adoption of SFAS No. 142.

Adjusted EBITDA was $36.5 million for the three-month period ended
September 28, 2002, an increase of $6.5 million, or 21.9%, from $30.0
million for the three-month period ended September 29, 2001. Wholesale
Adjusted EBITDA for the third quarter of 2002 was $19.8 million, an
increase of $4.0 million from $15.8 million for 2001. This increase was
partially due to the comparison in 2001, which included approximately $2.2
million in additional costs associated with the 2001 work stoppage at our
Eldorado division as well as other improvements in gross margin and labor
productivity. Retail Adjusted EBITDA for the third quarter of 2002 was
$17.5 million, an increase of $2.2 million from $15.3 million for 2001.
The increase in Adjusted EBITDA at the retail segment was due primarily to
increased gross margins as discussed above and other operational
improvements.

Net income was $9.0 million for the quarter ended September 28, 2002, an
increase of $1.3 million, or 16.7%, from $7.7 million in the prior year.
This improvement was driven by the factors discussed above.

Comparison of the Nine Month Periods Ended September 28, 2002 and
September 29, 2001
- ------------------------------------------------------------------

Net sales and service fees were $2,691.2 million for the nine-month period
ended September 28, 2002, an increase of $235.3 million, or 9.6%, from
$2,455.9 million in the nine-month period ended September 29, 2001. Sales
from our wholesale operations were $2,243.2 million for 2002, an increase
of $149.7 million, or 7.2% from $2,093.5 million in 2001. Sales from our
retail operations were $1,166.3 million for 2002, an increase of $183.6
million, or 18.7% from $982.7 million in 2001. The sales increase was due
in a large part to our May 2001 purchase of The Copps Corporation
("Copps"). This acquisition contributed $189.6 million to our sales
increase in the first nine months of 2002 versus 2001, which included
twenty additional weeks of sales compared to the prior year's results.
Sales also increased at our existing wholesale and retail segments by
$43.6 million and $2.2 million, respectively, primarily as a result of
increased sales to existing wholesale customers and increased same store
sales. Our same store sales improved 1.5% (including stores owned under
previous ownership) for the nine months ended September 28, 2002 as
compared to the prior period. This improvement in same store sales was
offset somewhat by the sale and/or closing of five Company-owned retail
stores, which accounted for decreased retail sales of approximately $21.7
million for the first nine months of 2002 versus 2001.

Gross profit was $450.1 million for the nine-month period ended September
28, 2002, an increase of $68.0 million, or 17.8%, from the $382.1 million
in the nine-month period ended September 29, 2001. The increase in our
gross profit for the first nine months of 2002 was due primarily to the
purchase of Copps. The additional twenty weeks in 2002 of Copps results
contributed approximately $58.5 million of additional gross profit. Gross
profit margin for the same periods of 2002 and 2001was 16.7% and 15.6%
respectively, with the increase due primarily to the sales mix of higher
profits derived from Company-owned retail stores. Retail sales for the
first nine months of 2002 represented 43.3% of net sales and service fees
compared to 40.0% for the first nine months of 2001. The retail gross
profit margin was 23.5% and 22.6% for the nine-month periods ended
September 28, 2002 and September 29, 2001, respectively, with the increase
due primarily to the acquisition of 21 Copps stores in May 2001, which
maintained higher gross profit margins than our then existing company-
owned stores. The wholesale gross profit margin for the nine-month period
ended September 28, 2002 was 8.3% as compared to 8.1% during the
comparable period of 2001.

Operating and administrative expenses were $380.3 million for the nine-
month period ended September 28, 2002, an increase of $46.5 million, or
14.0%, from $333.8 million in the nine-month period ended September 29,
2001. Operating and administrative expenses, as a percentage of net sales
and service fees, increased to 14.1% for the nine-month period ended
September 28, 2002 compared to 13.6% in 2001. The percentage increase was
attributable to our acquisitions and the increased concentration in
company-owned stores in 2002, which have a significantly higher ratio of
operating costs to sales than our wholesale operations. Retail operating
and administrative expenses were 20.6% of retail sales for 2002 as
compared to 20.2% for 2001. This increase was due primarily to the
acquisition of the Copps retail stores, which maintained a higher
operating cost percentage than our then existing Company-owned stores.
Wholesale operating and administrative expenses decreased to 6.0% of
wholesale sales for 2002 as compared to 6.3% for 2001. The decrease was
primarily due to labor efficiencies achieved at our Wisconsin wholesale
divisions.

Interest expense was $16.9 million for the nine-month period ended
September 28, 2002, an increase of $3.4 million, or 25.0%, from $13.5
million in the nine-month period ended September 29, 2001. Substantially
all of the increase is due to increased borrowings associated with the
Acquisition, offset somewhat by lower interest rates. Our average
interest rate on outstanding indebtedness was approximately 6.7% in the
nine-month period ended September 28, 2002 compared to 8.2% in the nine-
month period ended September 29, 2001.

Provision for income taxes increased to $22.3 million for the nine-month
period ended September 28, 2002, from $15.6 million in the nine-month
period ended September 29, 2001. The effective income tax rate, however,
decreased to 41.0% from 43.0% in 2001. This improvement was due primarily
to the elimination of non-deductible goodwill with the adoption of SFAS
No. 142.

Adjusted EBITDA was $105.4 million for the nine-month period ended
September 28, 2002, an increase of $24.0 million, or 29.5%, from $81.4
million for the nine month period ended September 29, 2001. The increase
was due primarily to our May 2001 purchase of Copps, which contributed
approximately $11.9 million to our Adjusted EBITDA increase. Retail
Adjusted EBITDA (including Copps) for the first nine months of 2002 was
$50.0 million, an increase of $10.2 million from $39.8 million for 2001.
Wholesale Adjusted EBITDA (including Copps) for the first nine months of
2002 was $60.0 million, an increase of $14.5 million from $45.5 million
for 2001. The increase in Adjusted EBITDA at existing operations was due
primarily to operational improvements at both the retail and wholesale
segments, as discussed above.

Net income was $32.1 million for the nine-month period ended September 28,
2002, an increase of $11.4 million, or 55.0%, from $20.7 million in the
prior year. This improvement was driven by the factors discussed above.

Seasonality
- -----------

Seasonality has a minimal impact on our results of operations.

Liquidity and Capital Resources
- -------------------------------

Our principal sources of cash were operating activities and borrowings.
Cash flows provided by operating activities were $84.9 million in the
first nine months of 2002 compared to $38.2 million in the first nine
months of 2001. This increase was primarily due to (i) increased
operating income, (ii) reduced income tax payments and the receipt of
income tax refunds, (iii) increased accrued interest expense, and (iv) a
reduction in our net investment in inventory (merchandise inventories less
accounts payable).

Our principal historical uses of cash have been to provide for working
capital, capital expenditures and acquisitions. Net cash flows used in
investing activities were $597.0 million in the first nine months of 2002
compared to $94.0 million used in the first nine months of 2001. The
increase is primarily due to activity related to the Acquisition, which
consisted of $575.4 million of acquisition consideration. Investing
activity for the same period in 2001 included the acquisition of Copps of
$76.7 million.

Total capital expenditures were $23.6 million in the first nine months of
2002, which compared to $20.4 million in the prior year. These
expenditures were for the construction of new stores, remodeling of
existing stores and maintenance of our retail stores and wholesale
distribution network. For the last quarter of 2002, we are expecting to
spend approximately $20 million for capital expenditures. These
expenditures are related to new store locations, remodeling of existing
stores, technology upgrades, and the maintenance and upgrade of our
wholesale distribution network.

From time to time, we provide long-term debt financing to certain
independent retailers we serve to aid them in store expansion or
improvements. Such loans are primarily secured by the retailer's
inventory, equipment, personal assets, and other forms of guarantees.

Net cash flows provided by financing activities were $545.1 million in the
first nine months of 2002 compared to $55.3 million in the first nine
months of 2001. The cash flows in 2002 were primarily due to net
increased borrowings of approximately $260.3 million and the contribution
of approximately $314.5 million of equity capital to fund the Acquisition,
offset somewhat by costs associated with the Acquisition. The cash flows
in 2001 related to increased borrowings related primarily to the
acquisition of Copps.

Working capital amounted to $82.1 million at September 28, 2002, compared
to $24.9 million at December 29, 2001 and was $45.7 million at September
29, 2001. The increase, as compared to both periods was primarily related
to the reduction of current maturities of long-term debt, which is a
direct result of the Acquisition, and an increase in cash and cash
equivalents.

As a result of the Acquisition, we have significant debt service
obligations, including interest, in future years. On June 6, 2002, in
connection with the Acquisition we entered into a credit agreement with
various lenders, allowing us to borrow $250.0 million under a term loan,
and up $125.0 million under a revolving line of credit. There are no
outstanding borrowings under the revolving line of credit. The term loan
will be repayable in 28 consecutive quarterly installments, the first 24
of which will each be in the amount of $625,000 and the last four of which
will each be in the amount of $58.75 million. In addition, we issued
$225.0 million in aggregate principal amount of 8 7/8% Senior Subordinated
Notes due 2012 (the "Notes") as of the date of the Acquisition.

Our senior credit facility contains various restrictive covenants. It (i)
prohibits us from prepaying other indebtedness, (ii) requires us to
maintain specified financial ratios, such as (a) a minimum fixed charge
coverage ratio,(b) a maximum ratio of senior debt to EBITDA, and (c) a
maximum ratio of total debt to EBITDA; and (iii) requires us to satisfy
financial condition tests including limitations on capital expenditures.
In addition, the senior credit facility prohibits us from declaring or
paying any dividends and prohibits us from making any payments with
respect to the Notes if we fail to perform our obligations under or fail
to meet the conditions of, the senior credit facility or if payment
creates a default under the senior credit facility.

The indenture governing the Notes, among other things, (i) restricts our
ability and the ability of our subsidiaries to incur additional
indebtedness, issue shares of preferred stock, incur liens, pay dividends
or make certain other restricted payments and enter into certain
transactions with affiliates; (ii) prohibits certain restrictions on the
ability of certain of our subsidiaries to pay dividends or make certain
payments to us; and (iii) places restrictions on our ability and the
ability of our subsidiaries to merge or consolidate with any other person
or sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of our assets. The indenture related to these Notes and
the senior credit facility also contain various covenants, which limit our
discretion in the operation of our businesses.

Our principal source of liquidity is cash flow generated from operations
and borrowings under our revolving credit facility. Our principal use of
cash is to meet debt service requirements, finance our capital
expenditures, make acquisitions and provide for working capital. We
expect that cash available from operations, combined with funds available
under our $125.0 million revolving line of credit, will be sufficient to
fund our operations, debt service and capital expenditures for at least
the next 12 months. In addition, we may consider accessing the capital
markets for additional financing if the opportunity presents itself and
the terms of such financing are satisfactory to us.

Our ability to make payments on and to refinance our debt, and to fund
planned capital expenditures will depend on our ability to generate
sufficient cash in the future. This, to some extent, is subject to
general economic, financial, competitive and other factors that are beyond
our control. We believe that, based upon current levels of operations, we
will be able to meet our debt service obligations when due. Significant
assumptions underlie this belief, including, among other things, that we
will continue to be successful in implementing our business strategy and
that there will be no material adverse developments in our business,
liquidity or capital requirements. If our future cash flow from
operations and other capital resources are insufficient to pay our
obligations as they mature or to fund our liquidity needs, we may be
forced to reduce or delay our business activities and capital
expenditures, sell assets, obtain additional debt or equity capital or
restructure or refinance all or a portion of our debt, on or before
maturity. There can be no assurance that we would be able to accomplish
any of these alternatives on a timely basis or on satisfactory terms, if
at all. In addition, the terms of our existing and future indebtedness
may limit our ability to pursue any of these alternatives.

Critical Accounting Policies
- ----------------------------

Allowances for Losses on Receivables. Management makes estimates of the
uncollectibility of its accounts and notes receivable portfolios. In
determining the adequacy of the allowances, management analyzes the value
of the collateral, customer financial statements, historical collection
experience, aging of receivables and other economic and industry factors.
It is possible that the accuracy of the estimation process could be
materially impacted by different judgments as to collectibility based on
the information considered and further deterioration of accounts.

Closed Store Lease Commitments. We have historically leased store sites
for sublease to qualified independent retailers, at rates that are at
least as high as the rent paid by us. We also lease store sites for our
retail segment. Under the terms of the original lease agreements, we
remain primarily liable for any commitments a retailer may no longer be
financially able to satisfy as well as those of our own stores. Should a
retailer be unable to perform under the sublease or should we close
underperforming company-owned stores, we would record a charge to income
for the cost of the remaining term of the lease, less any anticipated
sublease income. Should the number of defaults by sublessees or company-
owned store closures increase, the remaining lease commitments we must
record could have a material adverse effect on operating results and cash
flows.

Reserves for Self-Insurance. We are primarily self-insured for workers'
compensation. It is our policy to record our workers' compensation
liability based on claims filed and an estimate of claims incurred but not
yet reported. Any projection of losses concerning workers' compensation
is subject to a considerable degree of variability. Among the causes of
this variability are unpredictable external factors affecting future
inflation rates, litigation trends, legal interpretations, benefit level
changes and claim settlement patterns.

Pension Costs. Many of our employees are covered by noncontributory
defined benefit pension plans. We account for these costs in accordance
with Statement of Financial Accounting Standards ("SFAS ") No.87, which
requires us to calculate pension expense and liabilities using actuarial
assumptions, including a discount rate and long-term returns on assets.
Actual returns on plan assets in excess of return assumptions have, in
past years, kept pension expense and cash contributions to the plans at
modest levels. Recent weaker market performance may significantly
increase pension expense and cash contributions in the future unless asset
returns again exceed the assumptions used. Changes in the interest rates
used to determine the discount rate may also cause volatility in pension
expense and cash contributions.

Effect of Inflation
- -------------------

Our primary costs, inventory and labor, are affected by a number of
factors that are beyond our control, including the availability and price
of merchandise, the competitive climate and general and regional economic
conditions. As is typical of the food distribution industry, we have
generally been able to maintain gross profits by adjusting our retail
prices, but competitive conditions may from time to time render us unable
to do so while maintaining our market share.
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risk relating to changes in interest rates
relating to our variable rate debt. We have a significant amount of debt,
much of it at floating rates. Our total debt as of September 28, 2002 is
$488.9 million, of which $250.0 million bears interest at floating rates.
Our total annual interest expense, assuming interest rates as they would
have been in effect on September 28, 2002, is approximately $33 million.
A 10% rise in interest rates would increase our total annual interest
expense by $1.1 million. Market risk relative to our fixed rate debt
relates to change in fair value. The potential loss in fair value of a
hypothetical 10.0% change in interest rates would not be material to the
overall fair value of the debt.

Item 4.

Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

Within 90 days prior to the filing date of this report (the
"Evaluation Date"), the Company carried out an evaluation, under
the supervision and with the participation of the Company's
management, including the Company's chief executive officer and
its chief financial officer, of the effectiveness of the design
and operation of the Company's disclosure controls and
procedures pursuant to Rule 15d-14 of the Securities and
Exchange Act of 1934 (the "Exchange Act"). Based upon that
evaluation, the chief executive officer and chief financial
officer concluded that as of the Evaluation Date, the Company's
disclosure controls and procedures (as defined in Rule 15d-14
under the Exchange Act) are effective to ensure that information
required to be disclosed by the Company in reports that it files
or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms.

(b) Changes in internal controls.

There were no significant changes in the Company's internal
controls or in other factors that could significantly affect
these controls subsequent to the date of their most recent
evaluation nor were there any significant deficiencies or
material weaknesses in the Company's internal controls.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
- -------------------------------------------------
The discussions in this Report contain forward-looking statements within
the meaning of Section 27A of the Securities Exchange Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements other than statements of historical facts
included herein or therein are forward-looking statements. In particular,
without limitation, terms such as "anticipate," "believe," "estimate,"
"expect," "indicate," "may be," "objective," "plan," "predict," "should,"
and "will" are intended to identify forward-looking statements. Forward-
looking statements are subject to certain risks, uncertainties and
assumptions which could cause actual results to differ materially from
those predicted. Important factors that could cause actual results to
differ materially from such expectations ("Cautionary Factors") are
disclosed in the Company's Annual Report on Form 10-K/A for the year ended
December 30, 2001 filed on May 14, 2002(SEC File No. 002-94984) under the
caption "Item 1. Business - Cautionary Factors."). Additional Cautionary
Factors are also contained in the "Risk Factors" section of our prospectus
for our Senior Notes as filed with the SEC on November 19, 2002. See
Registration No. 333-97623 for a description of certain risks that could,
among other things, cause actual results to differ from these forward-
looking statements. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, it can give
no assurance that such expectations will prove to have been correct. All
subsequent written or oral forward-looking statements attributable to the
Company or persons acting on behalf of the Company are expressly qualified
in their entirety by the Cautionary Factors. Neither the Company nor the
Company subsidiary guarantors of its 8 7/8% Senior Subordinated Notes due
2012 undertake any obligation to update or revise publicly any forward-
looking statements, whether as a result of new information, future events
or otherwise.

PART II. OTHER INFORMATION

Item 1: Legal Proceedings

We are a party to various litigation, claims and disputes, some of
which are for substantial amounts, arising in the ordinary course of
our business. While the ultimate effect of such actions cannot be
predicted with certainty, we expect that the outcome of these matters
will not result in a material adverse effect on our business,
financial condition or results of operations.

We are involved in litigation with a former officer and employee of
Roundy's stemming from the termination of such employee's employment
in 2001. We do not believe the claims in this suit have any merit,
and we have vigorously contested them and will continue to do so.
The same individual has also threatened to bring other legal actions
against us and/or our officers. Our Board of Directors has evaluated
these claims, and on the basis of that evaluation has concluded that
there is no factual basis to support them. If such litigation is
commenced, we intend to defend it vigorously. While we do not
believe that this pending or threatened litigation will result in any
material liability on our part, there can be no assurance to that
effect.

Item 2: Changes in Securities and Use of Proceeds.

Issuance of common stock

On June 6, 2002, the Company issued 1,000 shares of common stock to
Roundy's Acquisition Corp. ("RAC") as part of a transaction in which
RAC acquired all of the then issued and outstanding common stock of
the Company from the holders thereof for $759.5 million. The
issuance of common stock to RAC was exempt from registration under
Section 4(2) of the Securities Act of 1933 (the "Securities Act").
The Company did not receive any proceeds from such transaction.

Item 3 Defaults Upon Senior Securities.

Not Applicable

Item 4. Submission of Matters to a Vote of Security Holders.
There were no matters submitted to the vote of the stockholders or
the holders of the Company's 8 7/8% Senior Subordinated Notes due
2012 during the quarterly period covered by this report.

Item 5. Other Matters.

Not Applicable

Item 6. Exhibits and Reports on Form 8-K.
(a) The Exhibit Index contained in this Report immediately following
the signature pages to this report is incorporated herein by
this reference.

(b) The Company did not file any current reports on Form 8-K during
the quarter covered by this Report.

SIGNATURES

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.

ROUNDY'S, INC.
---------------------------------------
(Registrant)

Date: December 6, 2002 ROBERT A. MARIANO
---------------- -----------------------------------------
Robert A. Mariano, Chairman of the Board,
Chief Executive Officer and President
(Principal Executive Officer)

ROUNDY'S, Inc.
-----------------------------------------
(Registrant)

Date: December 6, 2002 DARREN W. KARST
---------------- ------------------------------------------
Darren W. Karst, Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)

CERTIFICATIONS

I, Robert A. Mariano, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Roundy's, Inc.;

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and

6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date: DECEMBER 6, 2002
____________________

ROBERT A. MARIANO
_________________________________________
Robert A. Mariano, Chairman of the Board,
Chief Executive Officer and President

CERTIFICATIONS

I, Darren W. Karst, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Roundy's, Inc.;

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:

a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and

6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date: DECEMBER 6, 2002
___________________

DARREN W. KARST
_________________________________________
Darren W. Karst, Executive Vice President
and Chief Financial Officer

Roundy's, Inc.
Quarterly Report on Form 10-Q for the Quarter Ended September 28, 2002

EXHIBIT INDEX

The following exhibits to the Report are filed herewith or, where noted,
are incorporated by reference herein:

Exhibit Description
No.
- -------- --------------------------------------------------------------
2.1 Share Exchange Agreement dated April 8, 2002 by and
between Roundy's Acquisition Corp. and Roundy's, Inc. (1)

2.2 Share Exchange Agreement dated May 18, 2001, by and
between Roundy's, Inc. and The Copps Corporation (2)

2.3 Asset Purchase Agreement by and between the Registrant
and Ultra Mart, Inc. dated December 23, 1999 (3)

2.4 Stock Purchase Agreement dated March 31, 2000, by and
among Roundy's, Inc. and the record and beneficial
owners of all of the issued and outstanding shares of
capital stock of Mega Marts, Inc. (4)

2.5 Asset Purchase Agreement dated March 31, 2000, by and
among Roundy's, Inc., NDC, Inc. and Mega Marts, Inc. (5)

3.1 Roundy's, Inc. Amended and Restated Articles of
Incorporation (6)

3.2 Amended and Restated By-Laws of Roundy's, Inc. (7)

4.1 Indenture of Trust dated June 6, 2002 between Roundy's,
Inc. and BNY Midwest Trust Company, as Trustee (8)

4.2 Form of $225,000,000 Roundy's, Inc. 8 7/8% Senior
Subordinated Notes due 2012 (9)

4.3 Form of $225,000,000 Roundy's, Inc. 8 7/8% Senior
Subordinated Notes due 2012 to be issued in the
Exchange Offer (9)

4.4 Form of Guaranty to be issued by Cardinal Foods, Inc.,
Holt Public Storage, Inc., Insurance Planners, Inc.,
I.T.A., Inc., Jondex Corp., Kee Trans, Inc., Mega
Marts, Inc., Midland Grocery of Michigan, Inc., Pick 'n
Save Warehouse Foods, Inc., Ropak, Inc., Rindt
Enterprises, Inc., Scot Lad Foods, Inc., Scot Lad-Lima,
Inc., Shop-Rite, Inc., Spring Lake Merchandise, Inc.,
The Copps Corporation, The Midland Grocery Company,
Ultra Mart Foods, Inc., and Village Market, LLC as
Guarantors of the securities to be issued in the
Exchange Offer (10)

10.1 A/B Exchange Registration Rights Agreement dated as of
June 6, 2002 by and among Roundy's, Inc. as Issuer, the
subsidiary guarantors of Roundy's, Inc. listed on
Schedule A thereto, and Bear, Stearns & Co. Inc., CIBC
World Markets Corp. as Initial Purchasers (11)

10.2 $375,000,000 Credit Agreement among Roundy's
Acquisition Corp., Roundy's, Inc., as Borrower,
The Several Lenders from Time to Time Parties
Hereto, Bear Stearns Corporate Lending Inc., as
Administrative Agent, Canadian Imperial Bank of
Commerce, as Syndication Agent Bank One,
Wisconsin, Cooperatieve Centrale Raiffeisen-
Boerenleenbank B.A., "Rabobank Nederland", New
York Branch, LaSalle Bank National Association,
Associated Bank, N.A., Harris Trust and Savings
Bank, M&I Marshall & Ilsley Bank, U.S. Bank,
National Association, as Documentation Agents
Dated as of June 6, 2002 (12)

10.3 Guarantee and Collateral Agreement made by Roundy's
Acquisition Corp., Roundy's, Inc. and certain of
its Subsidiaries in favor of Bear Stearns
Corporate Lending Inc., as Administrative Agent
Dated as of June 6, 2002 (13)

10.4 Severance and Non-Competition Agreement dated April 13,
1998 between the Registrant and Gerald F. Lestina (14)

10.5 Amendment dated June 3, 1998 to Severance and Non-
Competition Agreement between the Registrant and
Gerald F. Lestina (15)

10.6 Consulting Agreement dated July 1, 2002 between the
Registrant and Gerald F. Lestina (16)

10.7 Roundy's, Inc. Supplemental Employee Retirement Plan
for certain executive officers including Messrs.
Lestina, Ranus, Beketic and Sullivan (17)

10.8 Board of Directors Resolution dated March 19, 2002
adopting Amendment to Supplemental Employee
Retirement Plan (18)

10.9 Excerpts from Board of Directors Consent Resolution
adopting Amendment to Supplemental Employee
Retirement Plan effective June 7, 2002 (19)

10.10 Form of Deferred Compensation Agreement between the
Registrant and certain executive officers
including Messrs. Ranus, Beketic, Sullivan and
Schmitt (20)

10.11 Amendment dated March 31, 1998 to Form of Deferred
Compensation Agreement between the Registrant and
certain executive officers including Messrs.
Ranus, Beketic, Sullivan and Schmitt (21)

10.12 Second Amendment dated June 3, 1998 to Form of Deferred
Compensation Agreement for certain executive
officers including Ranus, Beketic, Sullivan and
Schmitt (22)

10.13 Directors and Officers Liability and Corporation
Reimbursement Policy issued by American Casualty
Company of Reading, Pennsylvania (CNA Insurance
Companies) as of June 13, 1986 (23)

10.14 Declarations page for renewal through November 1, 2002
of Directors and Officers Liability and Corporation
Reimbursement Policy (24)

10.15 1991 Stock Incentive Plan, as amended October 24, 2000
(25)

10.16 Form of Stock Appreciation Rights Agreement for certain
executive officers including Messrs. Beketic, Sullivan
and Schmitt (26)

10.17 2001 Incentive Compensation Plan (27)

10.18 Employment Agreement dated June 6, 2002 between
Registrant and Robert F. Mariano (28)

10.19 Employment Agreement dated June 6, 2002 between
Registrant and Darren W. Karst (29)

10.20 Employment Contract between the Registrant and Gary L.
Fryda dated March 31, 2000 (30)

10.21 Roundy's, Inc. Deferred Compensation Plan, effective
March 19, 1996 (31)

10.22 Board Resolution adopting amendment to Roundy's, Inc.
Deferred Compensation Plan, effective October 23, 2001
(32)

10.23 Excerpts from Roundy's, Inc. Board of Directors
resolution adopted March 19, 2002 relating to group
term carve-out, executive extension on COBRA
continuation rights and professional outplacement
services for Company Officers, including Messrs.
Lestina, Ranus, Busch, Sullivan, Paterson, Behm, Fryda,
Beketic, Schmitt, Kitz, Kosmaler, and Goddard (33)

10.24 Excerpts from Roundy's, Inc. Board of Directors
resolution adopted December 10, 1980 relating to post-
retirement health care benefits for certain officers,
including Messrs. Lestina and Ranus (34)

10.25 Confidentiality and Noncompete Agreement dated June 6,
2002 between the Registrant and Gerald F. Lestina (35)

10.26 Confidentiality and Noncompete Agreement dated June 6,
2002 between the Registrant and Robert D. Ranus (36)

10.27 Roundy's, Inc. Deferred Compensation Plan Amended and
Restated August 13, 2002 (37)

10.28 Board Resolution dated August 13, 2002 terminating
Roundy's, Inc. 2001 Incentive Compensation Plan (38)

99.1 Certification of Principal Executive Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 (FILED
HEREWITH)

99.2 Certification of Principal Financial Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 (FILED
HEREWITH)

(1) Incorporated by reference to Exhibit 2.1 to Registrant's Registration
Statement on Form S-4 under the Securities Act of 1933 (Registration
No. 333-97623) filed with the Commission on August 2, 2002.

(2) Incorporated by reference to Exhibit 2.4 to Registrant's Current
Report on Form 8-K filed with the Commission on June 1, 2001
(Commission File No. 002-94984).

(3) Incorporated by reference to Exhibit 2.1 to Registrant's Annual
Report on Form 10-K for the fiscal year ended January 1, 2000, filed
with the Commission on March 21, 2000 (Commission File No. Form 002-
94984).

(4) Incorporated by reference to Exhibit 2.2 to Registrant's Current
Report on Form 8-K filed with the Commission on April 14, 2000
(Commission File No. 002-94984).

(5) Incorporated by reference to Exhibit 2.3 to Registrant's Current
Report on Form 8-K filed with the Commission on April 14, 2000
(Commission File No. 002-94984).

(6) Incorporated by reference to Exhibit 3.1 to Registrant's Registration
Statement on Form S-4 under the Securities Act of 1933 (Registration
No. 333-97623) filed with the Commission on August 2, 2002.

(7) Incorporated by reference to Exhibit 3.2 to Registrant's Registration
Statement on Form S-4 under the Securities Act of 1933 (Registration
No. 333-97623) filed with the Commission on August 2, 2002.

(8) Incorporated by reference to Exhibit 4.1 to Registrant's Registration
Statement on Form S-4 under the Securities Act of 1933 (Registration
No. 333-97623) filed with the Commission on August 2, 2002.

(9) Included as Exhibits A-1 and A-2 to the Indenture of Trust, Exhibit
4.1 to Registrant's Registration Statement on Form S-4 under the
Securities Act of 1933 (Registration No. 333-97623) filed with the
Commission on August 2, 2002.

(10) Included as Exhibit E to the Indenture of Trust, Exhibit 4.1 to this
Registration Statement.

(11) Incorporated by reference to Exhibit 10.1 to Registrant's
Registration Statement on Form S-4 under the Securities Act of 1933
(Registration No. 333-97623)

(12) The Exhibits listed on page v of the Credit Agreement, Exhibit 3.2,
consist of the form of Collateral and Guarantee Agreement and the
exhibits thereto which are included as part of Exhibit 3.3 to
Registrant's Registration Statement on Form S-4

(13) Incorporated by reference to Exhibit 10.3 to Registrant's
Registration Statement on Form S-4 under the Securities Act of 1933
(Registration No. 333-97623) filed with the Commission on August 2,
2002.

(14) Incorporated by reference to Exhibit 10.4 to Registrant's
Registration Statement on Form S-2 dated April 28, 1998 (Commission
File No. 333-57505)

(15) Incorporated by reference to Exhibit 10.8 to Registrant's Form 10-Q
for the quarterly period ended October 3, 1998, filed with the
Commission on November 10, 1998 (Commission File No. 002-94984)

(16) Incorporated by reference to Exhibit 10.6 to Registrant's
Registration Statement on Form S-4 under the Securities Act of 1933
(Registration No. 333-97623) filed with the Commission on August 2,
2002.

(17) Incorporated by reference to Exhibit 10.9 to Registrant's Form 10-Q
for the quarterly period ended July 3, 1999, filed with the
Commission on August 9, 1999 (Commission File No. 002-94984)

(18) Incorporated by reference to Exhibit 10.8 to Registrant's
Registration Statement on Form S-4 under the Securities Act of 1933
(Registration No. 333-97623) filed with the Commission on August 2,
2002.

(19) Incorporated by reference to Exhibit 10.9 to Registrant's
Registration Statement on Form S-4 under the Securities Act of 1933
(Registration No. 333-97623) filed with the Commission on August 2,
2002.

(20) Incorporated by reference to Exhibit 10.1, of Registrant's
Registration Statement on Form S-2 (File No. 333-57505) dated April
24, 1997

(21) Incorporated by reference to Exhibit 10.1(a) to Registrant's
Registration Statement on Form S-2 filed with the Commission on April
28, 1998 (Commission File No. 333-57505)

(22) Incorporated by reference to Exhibit 10.9 to Registrant's Form 10-Q
for the quarterly period ended October 3, 1998, filed with the
Commission on November 10, 1998 (Commission File No. 002-94984)

(23) Incorporated by reference to Exhibit 10.3 to Registrant's Annual
Report on Form 10-K for the fiscal year ended January 3, 1987, filed
with the Commission on April 3, 1987, (Commission File Nos. 002-66296
and 002-94984)

(24) Incorporated by reference to Exhibit 10.2(a) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 29,
2001 filed with the Commission on March 27, 2002, (Commission File
No. 002-94984)

(25) Incorporated by reference to Exhibit 10.5 to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 30, 2000,
filed with the Commission on March 29, 2001 (Commission File No. 002-
94984)

(26) Incorporated by reference to Exhibit 10.7 to Registrant's Form 10-Q
for the quarterly period ended October 3, 1998, filed with the
Commission on November 10, 1998 (Commission File No. 002-94984)

(27) Incorporated by reference to Exhibit 10.14 to the Registrant's Annual
Report of Form 10-K for the fiscal year ended December 29, 2001 filed
with the Commission on March 27, 2002 (Commission File No. 002-94984)

(28) Incorporated by reference to Exhibit 10.18 to Registrant's
Registration Statement on Form S-4 under the Securities Act of 1933
(Registration No. 333-97623) filed with the Commission on August 2,
2002.

(29) Incorporated by reference to Exhibit 10.19 to Registrant's
Registration Statement on Form S-4 under the Securities Act of 1933
(Registration No. 333-97623) filed with the Commission on August 2,
2002.

(30) Incorporated by reference to Exhibit 10.11 to registrant's Form 8-K
dated April 14, 2000, filed with the Commission on April 14, 2000
(Commission File No. 002-94984)

(31) Incorporated by reference to Exhibit 10.5 to Registrant's
Registration Statement on Form S-2, dated April 26, 1996 (Commission
File No. 333-57505)

(32) Incorporated by reference to Exhibit 10.22 to Registrant's
Registration Statement on Form S-4 under the Securities Act of 1933
(Registration No. 333-97623) filed with the Commission on August 2,
2002.

(33) Incorporated by reference to Exhibit 10.23 to Registrant's
Registration Statement on Form S-4 under the Securities Act of 1933
(Registration No. 333-97623) filed with the Commission on August 2,
2002.

(34) Incorporated by reference to Exhibit 10.24 to Registrant's
Registration Statement on Form S-4 under the Securities Act of 1933
(Registration No. 333-97623) filed with the Commission on August 2,
2002.

(35) Incorporated by reference to Exhibit 10.25 to Registrant's
Registration Statement on Form S-4 under the Securities Act of 1933
(Registration No. 333-97623) filed with the Commission on August 2,
2002.

(36) Incorporated by reference to Exhibit 10.26 to Registrant's
Registration Statement on Form S-4 under the Securities Act of 1933
(Registration No. 333-97623) filed with the Commission on August 2,
2002.

(37) Incorporated by reference to Exhibit 10.27 to Amendment No. 1 to
Registrant's Registration Statement on Form S-4 under the Securities
Act of 1933 (Registration No. 333-97623) filed with the Commission on
October 18, 2002.

(38) Incorporated by reference to Exhibit 10.28 to Amendment No. 1 to
Registrant's Registration Statement on Form S-4 under the Securities
Act of 1933 (Registration No. 333-97623) filed with the Commission on
October 18, 2002.

Exhibit 99.1

CERTIFICATION OF PERIODIC FINANCIAL REPORT
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert A. Mariano, Chief Executive Officer of Roundy's, Inc.
(the "Company"), certify pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my
knowledge:

(1) The Quarterly Report on Form 10-Q of the Company for
the quarterly period ended September 28, 2002
(the "Report") fully complies with the
requirements section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and

(2) The information contained in the Report fairly
presents, in all material respects, the financial
condition and result of operations of the Company.

Dated: December 6, 2002

ROBERT A. MARIANO
_________________________________
Chief Executive Officer
Principal Executive Officer

Exhibit 99.2

CERTIFICATION OF PERIODIC FINANCIAL REPORT
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Darren W. Karst, Chief Financial Officer of Roundy's,
Inc. (the "Company"), certify pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, That,
to my knowledge:

(1) The Quarterly Report on Form 10-Q of the Company for
the quarterly period ended September 28,
2002 (the "Report") fully complies with the
requirements section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and

(2) The information contained in the Report fairly
presents, in all material respects, the financial condition
and result of operations of the Company.

Dated: December 6, 2002

DARREN W. KARST
_________________________________
Executive Vice President And
Chief Financial Officer
Principal Financial Officer