SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 30, 2003
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 No. 0-5815
AMERICAN CONSUMERS, INC.
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(Exact name of registrant as specified in its charter)
GEORGIA 58-1033765
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
55 Hannah Way, Rossville, GA 30741
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (706) 861-3347
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(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 [X] NO [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). [ ] YES [X] NO
APPLICABLE ONLY TO CORPORATE ISSUERS:
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 October 10, 2003
COMMON STOCK - $ .10 PAR VALUE 815,247
NON VOTING COMMON STOCK - $ .10 PAR VALUE ----
NON VOTING PREFERRED STOCK - NO PAR VALUE ----
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
FINANCIAL INFORMATION
AMERICAN CONSUMERS, INC
CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS
THIRTEEN WEEKS ENDED
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August 30, August 31,
2003 2002
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NET SALES $ 7,333,712 $ 7,315,993
COST OF GOODS SOLD 5,586,946 5,600,649
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Gross Margin 1,746,766 1,715,344
OPERATING EXPENSES 1,773,696 1,757,060
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Operating Loss (26,930) (41,716)
OTHER INCOME (EXPENSE)
Interest income 3,418 4,310
Other income 19,095 22,626
Interest expense (9,868) (15,051)
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Loss Before Income Tax (Benefit) (14,285) (29,831)
INCOME TAXES (BENEFIT) - -
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NET LOSS (14,285) (29,831)
RETAINED EARNINGS:
Beginning 1,511,665 1,471,997
Redemption of common stock (16) (29)
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Ending $ 1,497,364 $ 1,442,137
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PER SHARE:
Net loss $ (0.018) $ (0.036)
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Cash dividends $ 0.000 $ 0.000
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WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING $ 815,830 $ 822,837
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See Notes to Financial Statements
2
FINANCIAL INFORMATION
AMERICAN CONSUMERS, INC.
CONDENSED BALANCE SHEETS
August 31, May 31,
2003 2003
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--A S S E T S--
CURRENT ASSETS
Cash and short-term investments $ 746,400 $ 745,659
Certificate of deposit 313,202 309,821
Accounts receivable 86,712 113,267
Inventories 1,974,711 1,997,929
Prepaid expenses 90,154 56,141
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Total current assets 3,211,179 3,222,817
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PROPERTY AND EQUIPMENT - at cost
Leasehold improvements 258,122 258,122
Furniture, fixtures and equipment 3,015,361 2,974,836
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3,273,483 3,232,958
Less accumulated depreciation (2,434,873) (2,409,558)
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838,610 823,400
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TOTAL ASSETS $ 4,049,789 $ 4,046,217
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--LIABILITIES AND STOCKHOLDERS' EQUITY--
CURRENT LIABILITIES
Accounts payable $ 819,544 $ 702,170
Short-term borrowings 217,308 254,747
Current maturities of long-term debt 173,807 176,184
Accrued sales tax 92,344 115,064
Federal and state income taxes 2,514 905
Other 185,970 185,353
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Total current liabilities 1,491,487 1,434,423
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LONG-TERM DEBT 296,974 338,052
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DEFERRED INCOME 2,119 -
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STOCKHOLDERS' EQUITY
Nonvoting preferred stock - authorized 5,000,000
shares of no par value; no shares issued - -
Nonvoting common stock - authorized 5,000,000
shares-$.10 par value; no shares issued - -
Common stock - $.10 par value; authorized 5,000,000
shares; shares issued of 815,749 and 815,996 respectively 81,575 81,600
Additional paid-in capital 680,270 680,477
Retained earnings 1,497,364 1,511,665
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Total Stockholders' Equity 2,259,209 2,273,742
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,049,789 $ 4,046,217
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See Notes to Financial Statements
3
FINANCIAL INFORMATION
AMERICAN CONSUMERS, INC.
CONSENSED STATEMENTS OF CASH FLOWS
THIRTEEN WEEKS ENDED
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August 30, August 31,
2003 2002
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CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (14,285) $ (29,831)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 68,812 72,812
Deferred income 2,119 (5,298)
Change in operating assets and liabilities:
Accounts receivable 26,555 1,466
Inventories 23,218 12,642
Prepaid expenses (34,013) (50,975)
Accounts payable 117,374 (31,985)
Accrued sales tax (22,720) (44,429)
Accrued income taxes 1,609 630
Other accrued liabilities 617 30,652
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Net cash provided by (used in) operating activities 169,286 (44,316)
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CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (84,022) (2,836)
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Net cash used in investing activities (84,022) (2,836)
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CASH FLOWS FROM FINANCING ACTIVITIES
Net (decrease) in short-term borrowings (37,439) (9,285)
Net (decrease) in long-term borrowing (43,455) (40,668)
Redemption of common stock (248) (44)
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Net cash (used in) financing activities (81,142) (49,997)
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Net increase (decrease) in cash 4,122 (97,149)
Cash and cash equivalents at beginning of period 1,055,480 1,193,370
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Cash and cash equivalents at end of period $ 1,059,602 $ 1,096,221
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See Notes to Financial Statements
4
AMERICAN CONSUMERS, INC.
NOTES TO FINANCIAL STATEMENTS
(1) Basis of Presentation.
The financial statements have been prepared in conformity with generally
accepted accounting practices within the industry.
The interim financial statements should be read in conjunction with the
notes to the financial statements presented in the Corporation's 2003
Annual Report to Shareholders. The quarterly financial statements reflect
all adjustments which are, in the opinion of management, necessary for a
fair presentation of the results for interim periods. All such adjustments
are of a normal recurring nature. The results for the interim periods are
not necessarily indicative of the results to be expected for the complete
fiscal year.
(2) Commitments and Contingencies.
Capital expenditures are not expected to exceed $250,000 for the year.
The Company adopted a retirement plan effective January 1, 1995. The plan
is a 401(k) plan administered by BISYS Qualified Plan Services.
Participation in the plan is available to all full-time employees after one
year of service and age 19. Any contribution by the Company is at the
discretion of the Board of Directors, which makes its decision annually at
the quarterly meeting in January. The Board voted to contribute $7,500 to
the plan for both calendar years 2002 and 2001.
None of the Company's employees are represented by a union.
5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THIRTEEN WEEKS ENDED
------------------------
August 30, August 31,
2003 2002
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Sales $7,333,712 $7,315,993
% Sales Increase .24% 2.53%
Gross Margin 23.82% 23.45%
Operating and Administrative Expense:
Amount $1,773,696 $1,757,060
% of Sales 24.19% 24.02%
Net (Loss) $ (14,285) $ (29,831)
The Company realized a pre-tax net loss of $14,285 during the quarter ended
August 30, 2003 compared to a pre-tax net loss of $29,831 for the quarter ended
August 31, 2002. The gross margin has improved slightly since management began
working on the gross margin in the middle of the fiscal quarter ended August 31,
2002. Previously, gross margin had decreased during the fiscal year ended June
1, 2002 due in part to the periodic use of more aggressive pricing strategies in
an effort to compete with larger discount grocery chains and expand sales at all
locations. Management actively monitors the Company's mix of retail prices and
will attempt to achieve further improvements in gross margin by periodically
implementing adjustments in the pricing mix, to the extent permitted by
competition. Due to competitive conditions, however, further improvements in
the gross margin may not be achievable at this time. Management believes that
competitive pressures on the Company, which have been threatening the
profitability of the Company, will continue to increase over time as a result of
competitors opening more new stores in the Company's trade area. In response to
these developments, management will continue seeking to improve the gross margin
and increase profitability by obtaining the lowest cost for the Company's
inventory and implementing strategic pricing adjustments as discussed above.
As indicated in the table above, operating and administrative expense, as a
percent of sales for the periods presented, has remained fairly consistent.
Income Taxes:
- ------------
No taxes were reflected for the periods presented due to the impact of net
operating loss carry forward provisions under current tax laws.
Inflation:
- ---------
Although currently not a significant factor, the Company continues to seek ways
to cope with the threat of renewed inflation. To the extent permitted by
competition, increased costs of goods and services to the Company are reflected
in increased selling prices for the goods sold by the Company.
6
FINANCIAL CONDITION
Liquidity and Capital Resources:
- ----------------------------------
The Company finances its working capital requirements principally through its
cash flow from operations. Short-term borrowing to finance inventory purchases
is provided by the Company's $500,000 line of credit from its bank. Short-term
borrowings as of specific dates are presented below:
August 30, May 31, August 31,
2003 2003 2002
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Michael and Diana Richardson $ 12,774 $ 22,631 $ 23,895
Matthew Richardson 29,534 32,216 37,143
Line of Credit 175,000 199,900 340,000
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TOTAL $ 217,308 $254,747 $ 401,038
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Notes to Michael and Diana Richardson and to Matthew Richardson are unsecured,
payable on demand and bear interest at .25% below the base rate charged by
Northwest Georgia Bank, which provides the Company with its line of credit.
Long-Term Debt:
- --------------
At August 30, 2003, long-term debt consisted of a note payable to Northwest
Georgia Bank of $356,849 to finance cash registers and peripheral equipment and
a note payable to Northwest Georgia Bank of $93,038 that was incurred in April
2001 to finance the addition of the Company's seventh grocery store. In
addition, two vehicles were purchased and financed through GMAC with a balance
due at August 30, 2003, of $20,894. Long-term debt as of specific dates is
presented below:
August 30, May 31, August 31,
2003 2003 2002
----------- -------- -----------
Note payable, Bank, secured by
all inventory, machinery and
equipment, due $11,381 monthly
plus interest at the prime rate plus
1.5 % through September 2006. $ 356,849 $387,013 $ 474,667
Note payable, Bank, secured by
all inventory, machinery and
equipment, due $3,576 monthly
plus interest at 5.75% through
April, 2006. 93,038 102,411 129,254
Vehicle loans; collateralized by
automobiles due $1,305 monthly
through December 2004. 20,894 24,812 36,565
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$ 470,781 $514,236 $ 640,486
Less current maturities 173,807 176,184 123,614
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$ 296,974 $338,052 $ 516,872
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7
FINANCIAL CONDITION (Continued)
The following is a schedule by years of the amount of maturities of all
long-term debt:
Year Amount
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2004 $ 173,807
2005 177,472
2006 119,502
The ratio of current assets to current liabilities was 2.15 to 1 at the end of
the latest quarter, August 30, 2003 compared to 2.09 to 1 on August 31, 2002 and
2.25 to 1 at the end of the fiscal year ended on May 31, 2003. Cash and cash
equivalents constituted 33.00% of the total current assets at August 30, 2003,
as compared to 32.94% of the total current assets at August 31, 2002 and 32.75%
at May 31, 2003.
During the quarter ended August 30, 2003 retained earnings decreased as a result
of the Company's net loss for the quarter.
Forward - Looking Statements:
- ----------------------------
Information provided by the Company, including written or oral statements made
by its representatives, may contain "forward looking information" as defined in
Section 21E of the Securities Exchange Act of 1934, as amended. All statements
which address activities, events or developments that the Company expects or
anticipates will or may occur in the future, including such things as expansion
and growth of the Company's business, the effects of future competition, future
capital expenditures and the Company's business strategy, are forward-looking
statements. In reviewing such information it should by kept in mind that actual
results may differ materially from those projected or suggested in such
forward-looking statements. This forward-looking information is based on various
factors and was derived utilizing numerous assumptions. Many of these factors
previously have been identified in filings or statements made on behalf of the
Company, including filings with the Securities and Exchange Commission on Forms
10-Q, 10-K and 8-K. Important assumptions and other important factors that could
cause actual results to differ materially from those set forth in the
forward-looking statements include: changes in the general economy or in the
Company's primary markets, the effects on ongoing price competition from
competitors with greater financial resources than those of the Company, changes
in consumer spending, the nature and extent of continued consolidation in the
grocery store industry, changes in the rate of inflation, changes in state or
federal legislation or regulation, adverse determinations with respect to any
litigation or other claims, inability to develop new stores or complete remodels
as rapidly as planned, stability of product costs, supply or quality control
problems with the Company's vendors, and other issues and uncertainties detailed
form time-to-time in the Company's filings with the Securities and Exchange
Commission.
8
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company does not engage in derivative transactions, nor does it hold or
issue financial instruments for trading or other speculative purposes. The
Company is exposed to market risk related to changes in interest rates primarily
as a result of its borrowing activities. The effective interest rate on the
Company's borrowings under its Line of Credit Agreements and under its
outstanding notes varies with the prime rate. We believe that our present
exposure to market risk relating to interest rate risk is not material. The
Company does not maintain any interest rate hedging arrangements. All of the
Company's business is transacted in U.S. dollars and, accordingly, foreign
exchange rate fluctuations have never had a significant impact on the Company
and they are not expected to in the foreseeable future.
ITEM 4. CONTROLS AND PROCEDURES.
As of the end of the period covered by this quarterly report, an evaluation was
performed, under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures pursuant to Exchange Act Rule 13a-15. Based upon that
evaluation, the Chief Executive Officer and the Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective.
No change in the Company's internal control over financial reporting occurred
during the period covered by this quarterly report that materially affected, or
is reasonably likely to materially affect, our internal control over financial
reporting.
9
AMERICAN CONSUMERS, INC.
PART II OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company held its Annual Meeting of Shareholders on September 25, 2003, at
which shareholders were asked to vote on the election of directors for the
fiscal year ending in 2004. Proxies were solicited by management in favor of
seven nominees, with no solicitation in opposition to management's nominees. All
of such nominees were elected, with the number of votes cast for, against, or
withheld as well as the number of broker non votes and abstentions as to each
nominee having been as follows:
TOTAL VOTES VOTES BROKER
SHARES CAST CAST VOTES NON
NOMINEE VOTED FOR AGAINST WITHHELD VOTES
- --------------------- ------- ------- ------- -------- ------
Michael A. Richardson 553,723 553,712 11 262,026 31,934
Paul R. Cook 553,723 553,712 11 262,026 31,934
Virgil E. Bishop 553,723 553,712 11 262,026 31,934
Thomas L. Richardson 553,723 553,712 11 262,026 31,934
Jerome P. Sims, Sr. 553,723 553,492 231 262,026 31,934
Andrew V. Douglas 553,723 553,712 11 262,026 31,934
Danny R. Skates 553,723 553,712 11 262,026 31,934
Item 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed as a part of the report.
(11) Statement re: computation of per share earnings.
(31.1) CEO Certification pursuant to Exchange Act Rules 13a-14(a)
and 15d-14(a)
(31.2) CFO Certification pursuant to Exchange Act Rules 13a-14(a)
and 15d-14(a)
(32.1) CEO Certification pursuant to Exchange Act Rules 13a-14(b)
and 15d-14(b)
(32.2) CFO Certification pursuant to Exchange Act Rules 13a-14(b)
and 15d-14(b)
(b) During the most recent quarter, the Company has not filed a
report on Form 8-K
10
SIGNATURES
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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.
AMERICAN CONSUMERS, INC.
(Registrant)
Date: Ocotber 14, 2003 /s/ Michael A. Richardson
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Michael A. Richardson
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
(Principal Executive Officer)
Date: October 14, 2003 /s/ Paul R. Cook
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Paul R. Cook
EXECUTIVE VICE PRESIDENT AND
TREASURER
(Principal Financial Officer & Chief
Accounting Officer)
11