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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended April 3, 2004
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _____________ to _______________
Commission file number: 002-94984
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.)
875 E. Wisconsin Avenue
Milwaukee, Wisconsin 53202
- -----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414)231-5000
----------------
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: None.
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
--- ---
Indicate by checkmark whether the Registrant is an accelerated filer (as defined
in Exchange Act Rule 12b-2) Yes No X
As of May 14, 2004 there were 1,000 shares of the Registrant's common stock
outstanding, all of which were held by Roundy's Acquisition Corporation ("RAC").
RAC is a corporation formed at the direction of Willis Stein & Partners, III,
L.P. ("Willis Stein") for the purposes of acquiring Roundy's. 90% of RAC's
common and preferred stock is owned by investment funds controlled by Willis
Stein (the "Willis Stein Funds") and certain associated investors. Approximately
100% of RAC's common stock may be deemed to be beneficially owned by certain
officers and directors of the Registrant, all of whom are or may be deemed to be
affiliates of the Registrant. There is no established public trading market for
such stock.
ROUNDY'S, INC.
FORM 10-Q
For the period ended April 3, 2004
INDEX
Page No.
PART I. - Financial Information
Item 1. Financial Statements (unaudited)
Consolidated Statements of Income 1
Consolidated Balance Sheets 2
Consolidated Statements of Cash Flows 3
Notes to Unaudited Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Item 3. Quantitative and Qualitative Disclosures About Market
Risk 15
Item 4. Controls and Procedures 15
PART II. - Other Information
Item 1. Legal Proceedings 17
Item 2. Changes in Securities and Use of Proceeds 17
Item 3. Defaults Upon Senior Securities 17
Item 4 Submission of Matters to a Vote of Security Holders 17
Item 5. Other Information 17
Item 6. Exhibits and Reports on Form 8-K 17
SIGNATURES 18
EXHIBIT INDEX 19
PART I. Item 1. FINANCIAL STATEMENTS
ROUNDY'S, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands)
(Unaudited)
Thirteen Weeks Ended
-----------------------------------
April 3, 2004 March 29, 2003
-------------- --------------
Revenues:
Net sales and service fees $1,173,937 $ 897,161
Other - net 370 737
---------- ----------
1,174,307 897,898
---------- ----------
Costs and Expenses:
Cost of sales 916,280 721,100
Operating and administrative 220,779 144,711
Interest:
Interest expense 9,943 9,877
Amortization of deferred financing costs 658 819
---------- ----------
1,147,660 876,507
---------- ----------
Income Before Income Taxes 26,647 21,391
Provision for Income Taxes 11,192 8,556
---------- ----------
Net Income $ 15,455 $ 12,835
========== ==========
See notes to unaudited consolidated financial statements.
ROUNDY'S, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
April 3, January 3,
Assets 2004 2004
----------- -----------
(Unaudited)
Current Assets:
Cash and cash equivalents $ 92,931 $ 90,006
Notes and accounts receivable, less
allowance for losses of $4,837 and
$5,012, respectively 81,737 81,929
Merchandise inventories 244,837 251,888
Prepaid expenses 9,451 12,429
Deferred income tax benefits 18,675 17,745
---------- ----------
Total current assets 447,631 453,997
---------- ----------
Property and Equipment - Net 323,710 320,149
Other Assets:
Deferred income tax benefits 24,057 28,161
Notes receivable 2,848 2,877
Other assets - net 83,368 85,211
Goodwill 637,062 639,995
---------- ----------
Total other assets 747,335 756,244
---------- ----------
Total assets $1,518,676 $1,530,390
========== ==========
Liabilities and Shareholder's Equity
Current Liabilities:
Accounts payable $ 254,248 $ 296,733
Accrued expenses 138,976 129,499
Current maturities of long-term debt and
capital lease obligations 4,239 4,229
Income taxes 20,027 11,782
---------- ----------
Total current liabilities 417,490 442,243
---------- ----------
Long-term debt and capital lease obligations 596,691 597,750
Other liabilities 99,434 100,791
---------- ----------
Total liabilities 1,113,615 1,140,784
---------- ----------
Shareholder's Equity:
Common stock (1,500 shares authorized,
1,000 shares issued and outstanding
at $0.01 par value)
Additional paid-in capital 314,500 314,500
Retained earnings 90,561 75,106
---------- ----------
Total shareholder's equity 405,061 389,606
---------- ----------
Total liabilities and shareholder's equity $1,518,676 $1,530,390
========== ==========
See notes to unaudited consolidated financial statements.
ROUNDY'S, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Thirteen Weeks Ended
-----------------------
April 3, 2004 March 29, 2003
--------- --------------
Cash Flows From Operating Activities:
Net income $ 15,455 $ 12,835
Adjustments to reconcile net income to net
cash flows provided by operating activities:
Depreciation and amortization, including deferred
financing costs 15,546 10,667
(Gain) loss on sale of property and equipment (85) 3
Changes in operating assets and liabilities, net of the
effect of business acquisitions:
Notes and accounts receivable 192 15,534
Merchandise inventories 7,140 36,033
Prepaid expenses 2,978 2,100
Other assets (564) (639)
Accounts payable (42,498) (54,463)
Accrued expenses 9,464 (8,119)
Income taxes 9,419 1,370
Other liabilities (1,357) (1,305)
--------- ---------
Net cash flows provided by operating activities 15,690 14,016
--------- ---------
Cash Flows From Investing Activities:
Capital expenditures (11,863) (9,005)
Proceeds from sale of property and equipment and
other assets 118 16
Payment for business acquisitions, net of cash acquired (47,759)
Decrease in notes receivable, net 29 344
--------- ---------
Net cash flows used in investing activities (11,716) (56,404)
--------- ---------
Cash Flows From Financing Activities:
Payments of debt (1,049) (730)
--------- ---------
Net cash flows used in financing activities (1,049) (730)
--------- ---------
Net Increase (Decrease) in Cash and Cash Equivalents 2,925 (43,118)
Cash and Cash Equivalents, Beginning of Period 90,006 139,778
--------- ---------
Cash and Cash Equivalents, End of Period $ 92,931 $ 96,660
========= =========
Supplemental Cash Flow Information:
Cash paid during the period:
Interest $ 4,544 $ 4,022
Income taxes 1,772 7,231
See notes to unaudited consolidated financial statements.
ROUNDY'S, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. BUSINESS AND BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Roundy's, Inc.
("Roundy's" or the "Company") as of April 3, 2004, and for the thirteen-week
periods ended April 3, 2004 and March 29, 2003 reflect all adjustments
(consisting only of normal recurring adjustments) that are, in the opinion of
management, necessary for a fair presentation of the financial position and
operating results for the interim periods. The unaudited consolidated financial
statements have been prepared in accordance with accounting principles generally
accepted in the United States for interim financial information, in accordance
with the instructions for Form 10-Q and Article 10 of Regulation S-X and do not
include all of the information and footnotes required for complete, audited
financial statements. The unaudited consolidated financial statements should be
read in conjunction with the consolidated financial statements and related notes
thereto, together with Management's Discussion and Analysis of Financial
Condition and Results of Operations, contained in the Roundy's, Inc. Annual
Report on Form 10-K for the year ended January 3, 2004. The results of
operations for the thirteen-week period ended April 3, 2004 may not necessarily
be indicative of the results that may be expected for the entire fiscal year
ending January 1, 2005.
2. ACQUISITIONS
In June 2003, the Company acquired 32 Rainbow Foods retail grocery stores from
Fleming Companies, Inc. (the "Rainbow Minneapolis Acquisition"). During the
first quarter of 2004, the Company increased the fixed asset purchase price
allocation of the Rainbow Minneapolis Acquisition which resulted in a $2.9
million, net of tax, reduction in goodwill.
In October 2003, the Company acquired the equipment, fixtures and leasehold
improvements of seven former Kohl's Foods Stores from the Great Atlantic &
Pacific Tea Company, Inc. and reopened two of these stores in the fourth quarter
2003. During the first quarter 2004, the Company reopened three more of these
stores. In April 2004, the Company reopened an additional store. All six of
these stores were reopened under the Pick 'n Save banner. The Company plans to
reopen the one remaining store in the third quarter 2004. Six of these stores
are located in the Milwaukee area and one store is located in the Racine,
Wisconsin area.
3. RECENTLY ISSUED ACCOUNTING STANDARDS
The Company has applied Emerging Issues Task Force No. 03-10 ("EITF 03-10"),
"Application of EITF Issue No. 02-16, "Accounting by a Customer (including a
Reseller) for Certain Consideration Received from a Vendor," by Resellers to
Sales Incentives Offered to Customers by Manufacturers" to its 2004 and 2003
results. Pursuant to EITF 03-10, vendor-funded coupon reimbursements are
considered part of net sales at the point of sale. Accordingly, $10.1 million of
such reimbursements for the first quarter 2003 have been classified within net
sales to conform to EITF 03-10.
4. EMPLOYEE BENEFIT PLANS
Net periodic benefit costs in the thirteen weeks ended April 3, 2004 and March
29, 2003 included the following components (in thousands):
Thirteen Weeks Ended
--------------------------------
April 3, 2004 March 29, 2003
------------- --------------
Components of net periodic benefit costs:
Service costs $ 1,817 $ 1,820
Interest costs 1,944 1,965
Expected return on plan assets (1,269) (1,400)
Amortization of net actuarial loss/(gain) 34 (13)
------- -------
Net periodic benefit cost $ 2,526 $ 2,372
======= =======
During the first quarter 2004, the Company made $1.3 million of contributions to
its pension plans. The Company expects its total pension plan contributions for
the year ending January 1, 2005 to approximate $13.5 million.
5. SEGMENT REPORTING
The Company and its subsidiaries sell and distribute food and nonfood products
that are typically found in supermarkets. The Company's stores and those of its
wholesale customers are located primarily in the Midwest. The Company has two
reportable segments - retail and wholesale. The Company's retail segment sells
directly to the consumer while the wholesale distribution segment sells to both
Company-owned and independent retail food stores. 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, supply contracts,
trademarks, deferred financing costs and certain property and equipment.
Reportable segments, as defined by SFAS No. 131, "Disclosure about Segments of
an Enterprise and Related Information," are components of an enterprise about
which separate financial information is available that is evaluated regularly by
the chief operating decision-maker in deciding resource allocation and assessing
performance.
(Dollars in thousands) Thirteen Weeks Ended
-----------------------------
April 3, 2004 March 29, 2003
----------- --------------
NET SALES AND SERVICE FEES
Retail $ 717,828 $ 459,723
Wholesale 836,452 708,778
Eliminations (380,343) (271,340)
----------- -----------
Consolidated $ 1,173,937 $ 897,161
=========== ===========
INCOME BEFORE INCOME TAXES
Retail $ 16,409 $ 12,735
Wholesale 29,114 23,398
Corporate (18,876) (14,742)
----------- -----------
Consolidated $ 26,647 $ 21,391
=========== ===========
DEPRECIATION AND AMORTIZATION
Retail $ 9,374 $ 4,348
Wholesale 1,456 1,560
Corporate 4,058 3,940
----------- -----------
Consolidated $ 14,888 $ 9,848
=========== ===========
INTEREST
Retail $ 4,940 $ 4,211
Wholesale 937 565
Corporate 4,724 5,920
----------- -----------
Consolidated $ 10,601 $ 10,696
=========== ===========
CAPITAL EXPENDITURES
Retail $ 7,166 $ 7,814
Wholesale 20 267
Corporate 4,677 924
----------- -----------
Consolidated $ 11,863 $ 9,005
=========== ===========
IDENTIFIABLE ASSETS (AT PERIOD-END)
Retail $ 707,087
Wholesale 610,858
Corporate 200,731
-----------
Consolidated $ 1,518,676
===========
GOODWILL (AT PERIOD-END)
Retail $ 318,992
Wholesale 318,070
-----------
Consolidated $ 637,062
===========
6. CONDENSED CONSOLIDATING INFORMATION
The following presents condensed consolidating financial statements of Roundy's
and its subsidiaries. All subsidiaries are 100% owned by Roundy's. All of the
domestic subsidiaries are guarantors of the Company's $300 million 8 7/8% senior
subordinated notes due 2012 (the "Notes").
CONDENSED CONSOLIDATING STATEMENTS OF INCOME
Thirteen Weeks Ended April 3, 2004
(In thousands)
Combined
Roundy's Subsidiaries Eliminations Total
---------- ------------ ------------ -----------
Revenues:
Net sales and service fees $ 402,627 $ 999,546 $ (228,236) $1,173,937
Other-net 152 218 370
--------- --------- ---------- ----------
402,779 999,764 (228,236) 1,174,307
--------- --------- ---------- ----------
Costs and Expenses:
Cost of sales 360,104 779,201 (223,025) 916,280
Operating and administrative 36,301 189,689 (5,211) 220,779
Interest 4,370 6,231 10,601
--------- --------- ---------- ----------
400,775 975,121 (228,236) 1,147,660
--------- --------- ---------- ----------
Income Before Income Taxes 2,004 24,643 26,647
Provision for Income Taxes 842 10,350 11,192
Equity in earnings of subsidiaries 14,293 (14,293)
--------- --------- ----------
Net Income $ 15,455 $ 14,293 $ (14,293) $ 15,455
========= ========= ========== ==========
CONDENSED CONSOLIDATING STATEMENTS OF INCOME
Thirteen Weeks Ended March 29, 2003
(In thousands)
Combined
Roundy's Subsidiaries Eliminations Total
---------- ------------ ------------ ---------
Revenues:
Net sales and service fees $ 368,211 $ 731,279 $(202,329) $ 897,161
Other-net 316 421 737
--------- --------- --------- ---------
368,527 731,700 (202,329) 897,898
--------- --------- --------- ---------
Costs and Expenses:
Cost of sales 329,477 589,705 (198,082) 721,100
Operating and administrative 28,852 120,106 (4,247) 144,711
Interest 5,569 5,127 10,696
--------- --------- --------- ---------
363,898 714,938 (202,329) 876,507
--------- --------- --------- ---------
Income Before Income Taxes 4,629 16,762 21,391
Provision for Income Taxes 1,851 6,705 8,556
Equity in earnings of subsidiaries 10,057 (10,057)
--------- ---------- ----------
Net Income $ 12,835 $ 10,057 $ (10,057) $ 12,835
========= ========== ========== =========
CONDENSED CONSOLIDATING BALANCE SHEETS
As of April 3, 2004
(In thousands)
Combined
Assets Roundy's Subsidiaries Eliminations Total
----------- ------------ ------------ ---------
Current Assets:
Cash and cash equivalents $ 60,524 $ 32,407 $ 92,931
Notes and accounts receivable-net 27,059 65,240 $ (10,562) 81,737
Merchandise inventories 46,304 198,533 244,837
Prepaid expenses 5,940 3,511 9,451
Deferred income tax benefits (2,231) 20,906 18,675
---------- ---------- ---------- ----------
Total current assets 137,596 320,597 (10,562) 447,631
---------- ---------- ---------- ---------
Property and Equipment-Net 20,698 303,012 323,710
Other Assets:
Investment in subsidiaries 262,873 (262,873)
Intercompany receivables 464,425 (464,425)
Deferred income tax benefits 24,057 24,057
Notes receivable 578 2,270 2,848
Goodwill and other assets 264,697 455,733 720,430
---------- ---------- ---------- ----------
Total other assets 1,016,630 458,003 (727,298) 747,335
---------- ---------- ---------- ----------
Total assets $1,174,924 $1,081,612 $ (737,860) $1,518,676
========== ========== ========== ==========
Liabilities and Shareholder's Equity
Current Liabilities:
Accounts payable $ 121,982 $ 136,159 $ (3,893) $ 254,248
Accrued expenses 73,609 72,036 (6,669) 138,976
Current maturities of long-term debt
and capital lease obligations 2,500 1,739 4,239
Intercompany payable 464,425 (464,425)
Income taxes 9,275 10,752 20,027
---------- ---------- ---------- ----------
Total current liabilities 207,366 685,111 (474,987) 417,490
---------- ---------- ---------- ----------
Long-term debt and capital lease obligations 542,802 53,889 596,691
Other liabilities 19,695 79,739 99,434
---------- ---------- ---------- ----------
Total liabilities 769,863 818,739 (474,987) 1,113,615
---------- ---------- ---------- ----------
Shareholder's Equity 405,061 262,873 (262,873) 405,061
---------- ---------- ---------- ----------
Total liabilities and shareholder's equity $1,174,924 $1,081,612 $ (737,860) $1,518,676
========== ========== ========== ==========
CONDENSED CONSOLIDATING BALANCE SHEETS
As of January 3, 2004
(In thousands)
Combined
Roundy's Subsidiaries Eliminations Total
Assets ---------- ------------ ------------ ----------
Current Assets:
Cash and cash equivalents $ 49,059 $ 40,947 $ 90,006
Notes and accounts receivable-net 33,129 59,004 $ (10,204) 81,929
Merchandise inventories 53,363 198,525 251,888
Prepaid expenses 4,532 7,897 12,429
Deferred income tax benefits (3,160) 20,905 17,745
---------- ---------- --------- ----------
Total current assets 136,923 327,278 (10,204) 453,997
---------- ---------- --------- ----------
Property and Equipment-Net 19,784 300,365 320,149
Other Assets:
Investment in subsidiaries 249,422 (249,422)
Intercompany receivables 476,528 (476,528)
Deferred income tax benefits 28,161 28,161
Notes receivable 615 2,262 2,877
Goodwill and other assets 266,722 458,484 725,206
---------- ---------- --------- ----------
Total other assets 1,021,448 460,746 (725,950) 756,244
---------- ---------- --------- ----------
Total assets $1,178,155 $1,088,389 $(736,154) $1,530,390
========== ========== ========= ==========
Liabilities and Shareholder's Equity
Current Liabilities:
Accounts payable $ 150,376 $ 154,087 $ (7,730) $ 296,733
Accrued expenses 60,387 71,586 (2,474) 129,499
Current maturities of long-term debt and
capital lease obligations 2,500 1,729 4,229
Intercompany payable 476,528 (476,528)
Income taxes 12,221 (439) 11,782
---------- ---------- ---------- ----------
Total current liabilities 225,484 703,491 (486,732) 442,243
---------- ---------- ---------- ----------
Long-term debt and capital lease obligations 543,417 54,333 597,750
Other liabilities 19,648 81,143 100,791
---------- ---------- ---------- ----------
Total liabilities 788,549 838,967 (486,732) 1,140,784
Shareholder's Equity 389,606 249,422 (249,422) 389,606
---------- ---------- ---------- ----------
Total liabilities and shareholder's equity $1,178,155 $1,088,389 $ (736,154) $1,530,390
========== ========== ========== ==========
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the period ended April 3, 2004
(In thousands)
Combined
Roundy's Subsidiaries Total
--------- ------------ --------
Net Cash Flows Provided by (Used in) Operating Activities: $ 26,237 $ (10,547) $ 15,690
--------- --------- --------
Cash Flows From Investing Activities:
Capital expenditures-net of proceeds (2,091) (9,654) (11,745)
Notes receivable 37 (8) 29
--------- ---------- --------
Net cash flows used in investing activities (2,054) (9,662) (11,716)
--------- --------- --------
Cash Flows From Financing Activities:
Payments of debt (615) (434) (1,049)
Intercompany receivables-net (12,103) 12,103
--------- ---------
Net cash flows (used in) provided by financing activities (12,718) 11,669 (1,049)
--------- --------- --------
Net Increase (Decrease) in Cash and Cash Equivalents 11,465 (8,540) 2,925
Cash And Cash Equivalents, Beginning Of Period 49,059 40,947 90,006
--------- --------- --------
Cash And Cash Equivalents, End Of Period $ 60,524 $ 32,407 $ 92,931
========= ========= ========
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the period ended March 29, 2003
(In thousands)
Combined
Roundy's Subsidiaries Total
-------- ------------ ---------
Net Cash Flows Provided by (Used in) Operating Activities: $ (34,886) $ 48,902 $ 14,016
--------- -------- --------
Cash Flows From Investing Activities:
Capital expenditures-net of proceeds (938) (8,051) (8,989)
Payment for business acquisitions, net of cash acquired (47,759) (47,759)
Notes receivable 40 304 344
--------- -------- --------
Net cash flows used in investing activities (48,657) (7,747) (56,404)
--------- -------- --------
Cash Flows From Financing Activities:
Payments of debt (615) (115) (730)
Intercompany receivables-net 38,876 (38,876)
-------- ---------
Net cash flows (used in) provided by financing activities 38,261 (38,991) (730)
-------- --------- --------
Net (Decrease) Increase in Cash and Cash Equivalents (45,282) 2,164 (43,118)
Cash And Cash Equivalents, Beginning Of Period 117,307 22,471 139,778
-------- --------- --------
Cash And Cash Equivalents, End Of Period $ 72,025 $ 24,635 $ 96,660
======== ========= ========
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Overview
Results of Operations
The following table sets forth each category of statement of income data as a
percentage of net sales and service fees.
Thirteen Weeks Ended
--------------------------------------------------
Statement of Income Data April 3, 2004 March 29, 2003
(Dollars in thousands): ---------------------- --------------------
Revenues:
Net sales and service fees $1,173,937 100.0% $897,161 100.0%
Other-net 370 0.0 737 0.1
---------- ----- -------- -----
Total 1,174,307 100.0 897,898 100.1
---------- ----- -------- -----
Cost and Expenses:
Cost of sales 916,280 78.0 721,100 80.4
Operating and administrative 220,779 18.8 144,711 16.1
Interest 10,601 0.9 10,696 1.2
---------- ----- -------- -----
1,147,660 97.7 876,507 97.7
---------- ----- -------- -----
Income before income taxes 26,647 2.3 21,391 2.4
Provision for income tax 11,192 1.0 8,556 1.0
---------- ----- -------- -----
Net income $ 15,455 1.3% $ 12,835 1.4%
========== ===== ======== =====
Net Sales and Service Fees
Net sales and service fees represent product sales less returns and allowances.
The Company derives its net sales and service fees from the operation of retail
grocery stores and the wholesale distribution of food and non-food products. In
addition, the Company provides specialized support services for retail grocers,
which include promotional merchandising and advertising programs, inventory
control, store development, financing and assistance with other aspects of store
management.
The table below indicates the portion of the Company's net sales and service
fees attributable to retail sales and wholesale distribution for the periods
indicated. Eliminations represent the intercompany activity between the
Company's wholesale operations and its Company-owned retail operations (in
thousands):
Thirteen Weeks Ended
-------------------------------------
April 3, 2004 March 29, 2003
------------- --------------
Net Sales and Service Fees
Retail $ 717,828 $ 459,723
Wholesale 836,452 708,778
Eliminations (380,343) (271,340)
----------- -----------
Total $ 1,173,937 $ 897,161
=========== ===========
Costs and Expenses
Costs and expenses consist of cost of sales, operating and administrative
expenses and interest expense.
Cost of sales includes product costs and inbound freight, but excludes
depreciation.
Operating and administrative expenses consist primarily of personnel
costs, sales and marketing expenses, warehousing and distribution
costs, the internal costs of purchasing, receiving and inspecting
products for resale, shipping and handling, depreciation and
amortization expenses, expenses associated with the Company's
facilities, internal management expenses, business development
expenses, and expenses for finance, legal, human resources and other
administrative departments. Certain retailers may include some of these
costs (including warehouse and distribution costs, and the internal
costs of purchasing, receiving and inspecting products for resale) in
cost of sales, which may result in the Company's presentation being
incomparable to such retailers.
Interest expense includes interest on the Company's outstanding
indebtedness and amortization of deferred financing costs.
Thirteen Weeks Ended April 3, 2004 Compared With Thirteen Weeks Ended
March 29, 2003
Net Sales and Service Fees
Net sales and service fees were $1,173.9 million for the first quarter 2004, an
increase of $276.7 million, or 30.9%, from $897.2 million for the first quarter
2003. Retail sales were $717.8 million for the first quarter 2004, an increase
of $258.1 million, or 56.1%, from $459.7 million for the first quarter 2003.
This increase in retail sales was primarily due to the effect of six acquired
store groups, consisting of 53 stores in total, that operated under the
Company's ownership as of April 3, 2004 (collectively, the "Acquired Stores").
These Acquired Stores include: (i) 31 Rainbow Foods ("Rainbow") retail grocery
stores acquired in the Rainbow Minneapolis Acquisition and reopened immediately
by Roundy's; (ii) 16 Pick 'n Save retail grocery stores acquired in four
separate transactions including five of the seven former Kohl's Food Stores
("Kohl's") acquired from the Great Atlantic & Pacific Tea Company, Inc. ("A&P")
in October 2003 that have been reopened as Pick 'n Save stores; and (iii) six
Copps Food Stores in the Madison, Wisconsin area acquired from A&P in April 2003
and reopened in late May and early June 2003 (the "Copps Madison Acquisition").
The Acquired Stores contributed approximately $239.5 million to the first
quarter 2004 retail sales increase. As of April 3, 2004, Roundy's operated 119
retail grocery stores including 56 Pick 'n Save stores, 32 Copps stores and 31
Rainbow stores.
Same store sales at the Company's retail stores (including Pick 'n Save licensed
stores operated while under previous ownership) improved 1.5% over the
comparable thirteen week period of 2003.
Wholesale sales were $836.5 million for the first quarter 2004, an increase of
$127.7 million, or 18.0%, from $708.8 million for the first quarter 2003. This
increase was primarily due to increased sales to Company-owned stores and new
independent customer sales volume.
Gross Profit
Gross profit was $257.7 million for the first quarter 2004, an increase of $81.6
million, or 46.4%, from $176.1 million for the first quarter 2003. Gross profit,
as a percentage of net sales and service fees, for the same periods of 2004 and
2003 was 22.0% and 19.6%, respectively. The increase in gross profit and gross
profit percentage for the quarter was primarily due to the growth of the
Company's retail segment, which has a higher gross profit percentage than its
wholesale segment.
Retail sales for the first quarter 2004 represented 61.2% of net sales and
service fees compared with 51.2% for the first quarter 2003. The increase in
retail sales concentration was primarily due to the Acquired Stores, as
previously discussed. Retail gross profit, as a percentage of net sales and
service fees, was 26.0% and 24.3% for the first quarter of 2004 and 2003,
respectively. The increase in gross profit percentage was attributable to both
the addition of certain of the Acquired Stores, which have higher gross profit
rates than the Company's other stores and improved rates at the Company's
existing stores. First quarter 2004 wholesale gross profit, as a percentage of
net sales and service fees, was 9.4% as compared with 9.7% in the first quarter
2003. The decrease in wholesale gross profit margin was primarily due to an
increased concentration of lower margin sales to certain of the Company's larger
customers.
Operating and Administrative Expenses
Operating and administrative expenses were $220.8 million for the first quarter
2004, an increase of $76.1 million, or 52.6%, from $144.7 million for the first
quarter 2003. Operating and administrative expenses, as a percentage of net
sales and service fees, increased to 18.8% for the first quarter 2004 compared
with 16.1% for the first quarter 2003. The percentage increase was attributable
to the Company's acquisition of retail stores, which have a significantly higher
ratio of operating costs to sales than the Company's wholesale operations.
Retail operating and administrative expenses increased to 23.0% of retail sales
for the first quarter 2004 compared with 20.6% for the first quarter 2003
primarily due to certain of the Acquired Stores, which have higher operating
costs as a percentage of sales than the Company's other stores, as well as
pre-opening expenses associated with the former Kohl's stores that were acquired
in southeastern Wisconsin. Wholesale operating and administrative expenses
decreased to 5.8% of wholesale sales for the first quarter 2004 as compared with
6.4% for the first quarter 2003. This decrease was due to operational and
productivity improvements in the Company's wholesale operations as well as
increased leverage of fixed costs over a higher wholesale sales base. In
addition, corporate and other operating expenses (excluding depreciation and
amortization) were $10.1 million for the first quarter 2004 compared with $4.9
million for the first quarter 2003. This increase was primarily due to higher
unallocated corporate administrative expenses.
Interest Expense
Interest expense (excluding the amortization of deferred financing costs) was
$9.9 million for the first quarter 2004 and 2003.
Income Taxes
Provision for income taxes was $11.2 million for the first quarter 2004, an
increase of $2.6 million from $8.6 million in the first quarter 2003. The
effective income tax rate for the first quarter 2004 and 2003 was 42.0% and
40.0%, respectively. The increase in the effective income tax rate was primarily
due to a higher state income tax rate in Minnesota where the Company began
operating following the acquisition of Rainbow.
Net Income
Net income was $15.5 million for the first quarter 2004, a $2.7 million increase
from $12.8 million in the first quarter 2003. This improvement was driven by the
factors discussed above, offset somewhat by increased taxes related to a higher
state income tax rate in Minnesota, where the Company began operating following
the Rainbow Minneapolis Acquisition. The net income margin was 1.3% and 1.4%,
respectively, for the first quarter 2004 and the first quarter 2003.
Liquidity and Capital Resources
The Company's cash and cash equivalents totaled $92.9 million at April 3, 2004,
compared with $90.0 million at January 3, 2004. Cash flows provided by operating
activities were $15.7 million for the first quarter 2004 compared with $14.0
million in the first quarter 2003. Net cash used in investing activities was
$11.7 million for the first quarter 2004 compared with $56.4 million for the
first quarter 2003. First quarter 2003 included business acquisition
consideration of $47.8 million related to the Company's acquisition of
Prescott's Supermarkets, Inc.
Capital expenditures were $11.9 million for the first quarter 2004. Capital
expenditures consisted primarily of remodeling new and existing stores,
technology investments and maintenance of retail stores. Total capital
expenditures for fiscal 2004, excluding any acquisitions, are planned to be
approximately $100 million.
Net cash flows used in financing activities were $1.0 million for first quarter
2004 compared with $0.7 million in first quarter 2003.
Working capital amounted to $30.1 million at April 3, 2004, compared with $11.8
million at January 3, 2004. The increase was due largely to a seasonal decrease
in accounts payable.
The Company is subject to a credit agreement with various lenders, allowing it
to borrow $250.0 million under a term loan, and up to $125.0 million under a
revolving line of credit. There were no outstanding borrowings under the
revolving line of credit at April 3, 2004. The term loan is repayable in
quarterly installments of $625,000 through June 30, 2008 followed by four
quarterly payments of $58.8 million through June 30, 2009. In addition, the
Company has issued and outstanding $300.0 million in aggregate principal amount
of 8 7/8% Senior Subordinated Notes due 2012 (the "Notes").
The Company's senior credit facility contains various restrictive covenants
which: (i) prohibit it from prepaying other indebtedness, (ii) require it to
maintain specified financial ratios, such as (a) a minimum fixed charge coverage
ratio, (b) a maximum ratio of senior debt to earnings before interest, taxes,
depreciation and amortization ("EBITDA") and (c) a maximum ratio of total debt
to EBITDA; and (iii) require it to satisfy financial condition tests including
limitations on capital expenditures. In addition, the senior credit facility
prohibits the Company from declaring or paying any dividends and prohibits it
from making any payments with respect to the Notes if the Company fails to
perform its obligations under or fails to meet the conditions of, the senior
credit facility or if payment creates a default under the senior credit
facility. Failure to comply with these covenants could have a material adverse
impact upon the Company's financial condition. The Company was in compliance
with its quarterly covenants at April 3, 2004.
The indenture governing the Notes, among other things, (i) restricts the
Company's ability, and the ability of its 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 its
subsidiaries to pay dividends or make certain payments to it; and (iii) places
restrictions on the Company's ability and the ability of its subsidiaries to
merge or consolidate with any other person or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its assets.
The Company's principal source of liquidity is cash flow generated from
operations and borrowings under its revolving credit facility. The Company's
principal use of cash is to meet debt service requirements, finance its capital
expenditures, make acquisitions and provide for working capital. The Company
expects that current excess cash and cash available from operations, and funds
available under its $125.0 million revolving line of credit, will be sufficient
to fund its operations, debt service requirements and capital expenditures for
at least the next 12 months.
The Company's ability to make payments on and to refinance its debt, and to fund
planned capital expenditures will depend on its 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 the Company's control.
The Company believes that, based upon current levels of operations, it will be
able to meet its debt service obligations when due. Significant assumptions
underlie this belief, including, among other things, that the Company will
continue to be successful in implementing its business strategy and that there
will be no material adverse developments in its business, liquidity or capital
requirements. If the Company's future cash flow from operations and other
capital resources are insufficient to pay its obligations as they mature or to
fund its liquidity needs, it may be forced to reduce or delay its business
activities and capital expenditures, sell assets, obtain additional debt or
equity capital or restructure or refinance all or a portion of its debt, on or
before maturity. There can be no assurance that the Company 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 the Company's existing and future
indebtedness may limit its ability to pursue any of these alternatives.
Critical Accounting Policies and Estimates
The preparation of the Company's financial statements in conformity with
accounting principles generally accepted in the United States requires the
Company to make estimates, assumptions and judgments that affect amounts of
assets and liabilities reported in the consolidated financial statements, the
disclosure of contingent assets and liabilities as of the date of the financial
statements and reported amounts of revenues and expenses during the year. The
Company believes its estimates and assumptions are reasonable; however, future
results could differ from those estimates under different assumptions or
conditions.
Critical accounting policies are policies that reflect material judgment and
uncertainty and may result in materially different results using different
assumptions or conditions. The Company identified the following critical
accounting policies and estimates: discounts and vendor allowances, allowance
for losses on receivables, closed facility lease commitments, reserves for
self-insurance and pension costs and impairment of long-lived assets. For a
detailed discussion of accounting policies, refer to the notes to the
consolidated financial statements and Management's Discussion and Analysis
contained in the Company's Annual Report on Form 10-K for the year ended January
3, 2004.
Forward-Looking Statements
This Form 10-Q filing contains 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," "goal," "indicate," "may be," "objective,"
"plan," "predict," "should," "will" or similar words 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 ("Risk Factors") are
disclosed in the Company's Annual Report on Form 10-K for the year ended January
3, 2004 filed on March 29, 2004 (SEC File No. 002-94984) under the caption "Item
1. Business - Risk Factors." 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 Risk Factors. Additional information concerning factors that
could cause actual results to differ materially from those in the
forward-looking statements is contained from time to time in the Company's SEC
filings, including, but not limited to information under the caption "Risk
Factors" contained in the prospectus filed on February 6, 2003 forming a part of
the Company's Registration Statement on Form S-4 under the Securities Act of
1933 (Registration No. 333-102779).
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in the Company's market risk since January
3, 2004. See the discussion under Part II Item 7A in the Company's Annual Report
on Form 10-K for the year ended January 3, 2004.
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
The Company maintains disclosure controls and procedures that
are designed to ensure that information required to be
disclosed in the Company's reports under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") is
recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such
information is accumulated and communicated to management,
including the Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding
required disclosure. Management necessarily applies its
judgment in assessing costs and benefits of such controls and
procedures, which can provide only reasonable assurance
regarding management's control objectives.
Prior to the filing of this report 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 Exchange Act of 1934 (the "Exchange Act").
Based upon that evaluation, the chief executive officer and
chief financial officer believe that as of the end of the
period covered by this report, the Company's disclosure
controls and procedures (as defined in Rule 15d-14 under the
Exchange Act) were 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.
It should be noted that any system of controls, however
well-designed and operated, can provide only reasonable, and
not absolute, assurance that the objectives of the system are
met. In addition, the design of any control system is based in
part upon certain assumptions about the likelihood of future
events. Because of these and other inherent limitations of
control systems, there can be no assurance that any design
will succeed in achieving its stated goals under all potential
future conditions, regardless of how remote.
(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.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is a party to routine litigation incidental to its
business. Management believes that none of this litigation is
likely to have a material adverse effect on the Company's
consolidated financial position and results of operations. There
have been no material changes to the information contained in Item
3. Legal Proceedings in the Company's Annual Report filed on Form
10-K for the year ended January 3, 2004.
Item 2. Changes in Securities and Use of Proceeds
Not applicable.
Item 3. Defaults upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The Exhibit Index contained in this report immediately following
the signature pages to this report is incorporated herein by this
reference.
(b) Reports on Form 8-K
The following report on Form 8-K was filed during the quarter
ended April 3, 2004:
Date Filed Date of Report Item
March 1, 2004 February 26, 2004 The Company reported (and filed as
Exhibits press releases announcing)
(1) financial results for the three
and twelve-month periods ended
January 3, 2004 and (2) net rent
expense for the fourth quarter and
fiscal year 2003.
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: May 14, 2004 /s/ROBERT A. MARIANO
------------ -----------------------------------------
Robert A. Mariano, Chairman of the Board,
Chief Executive Officer and President
(Principal Executive Officer)
ROUNDY'S, INC.
------------------------------------------
(Registrant)
Date: May 14, 2004 /s/DARREN W. KARST
------------ -----------------------------------------
Darren W. Karst, Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
Roundy's, Inc.
Quarterly Report on Form 10-Q under the Securities Exchange Act of 1934
for the quarter ended April 3, 2004
EXHIBIT INDEX
The following exhibits to the Quarterly Report are filed herewith or, where
noted, are incorporated by reference herein:
Exhibit
No. Description
2.1 Stock Purchase Agreement by and among Roundy's, Inc. and the
Shareholders of Prescott's Supermarkets, Inc. dated as of
December 10, 2002 (1)
2.2 Asset Purchase Agreement dated October 18, 2002, by and among
B&H Gold Corporation, Gold's, Inc., Gold's Market, Inc., Gold's of
Mequon, LLC, Mega Marts, Inc. and Roundy's, Inc. (2)
2.3 Share Exchange Agreement dated April 8, 2002 by and between
Roundy's Acquisition Corp. and Roundy's, Inc.(3)
2.4 Asset Purchase Agreement dated February 21, 2003 among
Roundy's, Inc., The Copps Corporation, Kohl's Food Stores, Inc. and
The Great Atlantic & Pacific Tea Company, Inc. (4)
2.5 Asset Purchase Agreement dated May 2, 2003, by and between Fleming
Companies, Inc., Rainbow Foods Group, Inc., RBF Corp., and
Roundy's, Inc. (5)
2.6 First Amendment dated June 4, 2003 to Asset Purchase Agreement
dated May 2, 2003 by and between Fleming Companies, Inc., Rainbow
Foods Group, Inc., RBF Corp., and Roundy's, Inc. (6)
3.1 Roundy's, Inc. Amended and Restated Articles of Incorporation(7)
3.2 Amended and Restated By-Laws of Roundy's, Inc.(8)
4.1 Indenture of Trust dated June 6, 2002 between Roundy's, Inc. and
BNY Midwest Trust Company, as Trustee(9)
4.2 Form of $225,000,000 Roundy's, Inc. 8 7/8% Senior Subordinated
Notes due 2012(10)
4.3 Form of $75,000,000 Roundy's, Inc. 8 7/8% Senior Subordinated
Notes due 2012(10)
4.4 Form of Guaranty 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 Registrant's
$225,000,000 Roundy's, Inc. 8 7/8% Senior Subordinated Notes due
2012 and $75,000,000 Roundy's, Inc. 8 7/8% Senior Subordinated
Notes due 2012(11)
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(12)
10.2 A/B Exchange Registration Rights Agreement dated as of December 17,
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(13)
10.3 $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(14)(15)
10.4 First Amendment to the Credit Agreement, dated as of December 10,
2002, among Roundy's Acquisition Corp., Roundy's Inc., as Borrower,
the several banks, financial institutions and other entities
from time to time parties thereto, Bear Stearns & Co. Inc., as sole
lead arranger and sole bookrunner, Bear Stearns Corporate Lending
Inc., as administrative agent, Canadian Imperial Bank of Commerce,
as syndication agent, and the institutions listed in the Credit
Agreement as documentation agents (16)
10.5 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(17)
10.6 Consulting Agreement dated July 1, 2002 between the Registrant and
Gerald F. Lestina(18)
10.7 Form of Deferred Compensation Agreement between the Registrant and
certain executive officers including Messrs. Schmitt and Kitz(19)
10.8 Amendment dated March 31, 1998 to Form of Deferred Compensation
Agreement between the Registrant and certain executive officers
including Messrs. Schmitt and Kitz(20)
10.9 Second Amendment dated June 3, 1998 to Form of Deferred
Compensation Agreement for certain executive officers including
Messrs. Kitz and Schmitt(21)
10.10 Directors and Officers Liability and Corporation Reimbursement
Policy issued by American Casualty Company of Reading, Pennsylvania
(CNA Insurance Companies) as of June 13, 1986(22)
10.11 Declarations page for renewal through May 1, 2004 of Directors and
Officers Liability and Corporation Reimbursement Policy(23)
10.12 Employment Agreement dated June 6, 2002 between Registrant and
Robert F. Mariano(24)
10.13 Employment Agreement dated June 6, 2002 between Registrant and
Darren W. Karst(25)
10.14 Employment Contract between the Registrant and Gary L. Fryda dated
March 31, 2000(26)
10.15 Employment Agreement dated December 27, 2002 between Registrant and
Donald S. Rosanova(27)
10.16 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. Fryda, Schmitt and Kitz(28)
10.17 Confidentiality and Noncompete Agreement dated June 6, 2002 between
the Registrant and Gerald F. Lestina(29)
10.18 Roundy's, Inc. Deferred Compensation Plan Amended and Restated
August 13, 2002(30)
10.19 Investor Rights Agreement dated June 6, 2002 by and among Roundy's
Acquisition Corp., Willis Stein & Partners III, L.P., Willis Stein
& Partners III-C, L.P., Willis Stein & Partners Dutch III-A, L.P.,
and Willis Stein & Partners Dutch III-B, L.P., the investors listed
on the Schedule of Coinvestors, and certain executive employees of
Roundy's, Inc.(31)
10.20 First Amendment dated October 28, 2002 to Investor Rights
Agreement dated June 6, 2002, including form of Transfer
Notice and Joinder Agreement(32)
10.21 Second Amendment dated May 12, 2003 to $375,000,000 Credit
Agreement dated as of June 6, 2002 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.(33)
10.22 Third Amendment dated as of March 29, 2004, to $375,000,000
Credit Agreement dated as of June 6, 2002 and amended as of
December 10, 2002 and May 12, 2003 among Roundy's Acquisition
Corp., Roundy's, Inc., as Borrower, the several banks,
financial institutions and other entities from time to time
parties thereto, Bear Stearns & Co., Inc., as sole lead
arranger and sole bookrunner, Bear Stearns Corporate Lending,
Inc., as administrative agent, Canadian Imperial Bank of
Commerce, as syndication agent, and the institutions listed in
the Credit Agreement as documentation agents.(34)
31.1 Certification of Principal Executive Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 (FILED HEREWITH)
31.2 Certification of Principal Financial Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 (FILED HEREWITH)
32.1 Certification of Principal Executive Officer Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (FILED HEREWITH)
32.2 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 filed on January 28, 2003 (Commission File No. 333-102779)
(2) Incorporated by reference to Exhibit 2.2 to Registrant's Registration
Statement on Form S-4 filed on January 28, 2003 (Commission File No. 333-102779)
(3) Incorporated by reference to Exhibit 2.1 to Registrant's Registration
Statement on Form S-4 filed on August 2, 2002 (Commission File No. 333-97623)
(4) Incorporated by reference to Exhibit 2.5 to Registrant's Quarterly Report on
Form 10-Q for the period ended March 29, 2003 filed with the Commission on May
9, 2003 (Commission File No. 002-94984)
(5) Incorporated by reference to Exhibit 2.9 to Registrant's Current Report on
Form 8-K filed with the Commission on June 23, 2003 (File No. 002-94984)
(6) Incorporated by reference to Exhibit 2.10 to Registrant's Current Report on
Form 8-K filed with the Commission on June 23, 2003 (File No. 002-94984)
(7) Incorporated by reference to Exhibit 3.1 to Registrant's Registration
Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
333-97623)
(8) Incorporated by reference to Exhibit 3.2 to Registrant's Registration
Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
333-97623)
(9) Incorporated by reference to Exhibit 4.1 to Registrant's Registration
Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
333-97623)
(10) Incorporated by reference to Exhibits A-1 and A-2 to the Indenture of
Trust, Exhibit 4.1 to Registrant's Registration Statement on Form S-4 filed with
the Commission on August 2, 2002 (File No. 333-97623)
(11) Incorporated by reference to Exhibit E to the Indenture of Trust, Exhibit
4.1 to Registrant's Registration Statement on Form S-4 filed with the Commission
on August 2, 2002 (File No. 333-97623)
(12) Incorporated by reference to Exhibit 10.1 to Registrant's Registration
Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
333-97623)
(13) Incorporated by reference to Exhibit 10.1 to Registrant's Registration
Statement on Form S-4 filed with the Commission on January 28, 2003 (Commission
File No. 333-102779)
(14) Incorporated by reference to Exhibit 10.2 to Registrant's Registration
Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
333-97623)
(15) The Exhibits listed on page v of the Credit Agreement, Exhibit 10.2,
consist of the form of Guarantee and Collateral Agreement and the exhibits
thereto which are included as part of Exhibit 10.5.
(16) Incorporated by reference to Exhibit 10.3 to Registrant's Registration
Statement on Form S-4 filed with the Commission on January 28, 2003 (File No.
333-102779)
(17) Incorporated by reference to Exhibit 10.3 to Registrant's Registration
Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
333-97623)
(18) Incorporated by reference to Exhibit 10.6 to Registrant's Registration
Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
333-97623)
(19) Incorporated by reference to Exhibit 10.1 of Registrant's Registration
Statement on Form S-2 (File No. 33-57505) dated April 24, 1997
(20) 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. 33-57505)
(21) Incorporated by reference to Exhibit 10.9 to Registrant's Quarterly Report
on Form 10-Q for the period ended October 3, 1998, filed with the Commission on
November 10, 1998 (Commission File No. 002-94984)
(22) 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)
(23) Incorporated by reference to Exhibit 10.11 to Registrant's Annual Report on
Form
10-K for the fiscal year ended January 3, 2004 filed with the Commission on
March 29, 2004 (Commission File No. 002-94984)
(24) Incorporated by reference to Exhibit 10.18 to Registrant's Registration
Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
333-97623)
(25) Incorporated by reference to Exhibit 10.19 to Registrant's Registration
Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
333-97623)
(26) 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)
(27) Incorporated by reference to Exhibit 10.30 to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 28, 2002 filed with the Commission
on March 27, 2003 (Commission File No. 002-94984)
(28) Incorporated by reference to Exhibit 10.23 to Registrant's Registration
Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
333-97623)
(29) Incorporated by reference to Exhibit 10.25 to Registrant's Registration
Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
333-97623)
(30) Incorporated by reference to Exhibit 10.27 to Amendment No. 1 to
Registrant's Registration Statement on Form S-4 filed with the Commission on
October 18, 2002 (File No. 333-97623)
(31) Incorporated by reference to Exhibit 10.31 to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 28, 2002 filed with the Commission
on March 27, 2003 (Commission File No. 002-94984)
(32) Incorporated by reference to Exhibit 10.32 to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 28, 2002 filed with the Commission
on March 27, 2003 (Commission File No. 002-94984)
(33) Incorporated by reference to Exhibit 10.24 to Registrant's Current Report
on Form 8-K filed with the Commission on June 23, 2003 (File No. 002-94984)
(34) Incorporated by reference to Exhibit 10.22 to Registrant's Annual Report on
Form 10-K for the fiscal year ended January 3, 2004 filed with the Commission on
March 29, 2004 (Commission File No. 002-94984)