UNITED STATES
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 November 29, 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 ( ) NO (X)
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 January 9, 2004
COMMON STOCK - $.10 PAR VALUE 814,730
NON VOTING COMMON STOCK - $.10 PAR VALUE -
NON VOTING PREFERRED STOCK - NO PAR VALUE -
1
ITEM 1. FINANCIAL STATEMENTS
FINANCIAL INFORMATION
AMERICAN CONSUMERS, INC.
CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS
THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED
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November 29, November 30, November 29, November 30,
2003 2002 2003 2002
-------------- -------------- -------------- --------------
NET SALES $ 7,201,004 $ 7,237,978 $ 14,534,717 $ 14,553,971
COST OF GOODS SOLD 5,491,030 5,479,700 11,077,976 11,080,349
-------------- -------------- -------------- --------------
Gross Margin 1,709,974 1,758,278 3,456,741 3,473,622
OPERATING EXPENSES 1,754,769 1,757,107 3,528,466 3,514,167
-------------- -------------- -------------- --------------
Operating Income (Loss) (44,795) 1,171 (71,725) (40,545)
OTHER INCOME (EXPENSE)
Interest income 3,418 4,348 6,836 8,658
Other income 21,526 30,032 40,621 52,658
Interest expense (8,864) (15,485) (18,732) (30,536)
-------------- -------------- -------------- --------------
Income (Loss) Before Income Tax (Benefit) (28,715) 20,066 (43,000) (9,765)
INCOME TAXES - - - -
-------------- -------------- -------------- --------------
NET INCOME (LOSS) (28,715) 20,066 (43,000) (9,765)
RETAINED EARNINGS:
Beginning 1,497,364 1,442,137 1,511,665 1,471,997
Redemption of common stock (67) (305) (83) (334)
-------------- -------------- -------------- --------------
Ending $ 1,468,582 $ 1,461,898 $ 1,468,582 $ 1,461,898
============== ============== ============== ==============
PER SHARE:
Net income (loss) $ (0.035) $ 0.025 $ (0.053) $ (0.012)
============== ============== ============== ==============
Cash dividends $ - $ - $ - $ -
============== ============== ============== ==============
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 815,618 817,657 815,406 819,384
============== ============== ============== ==============
See Notes to Financial Statements
2
FINANCIAL INFORMATION
AMERICAN CONSUMERS, INC.
CONDENSED BALANCE SHEETS
November 29, May 31,
2003 2003
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--A S S E T S--
CURRENT ASSETS
Cash and short-term investments $ 469,624 $ 745,659
Certificate of deposit 316,621 309,821
Accounts receivable 119,266 113,267
Inventories 2,053,635 1,997,929
Prepaid expenses 113,525 56,141
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Total current assets 3,072,671 3,222,817
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PROPERTY AND EQUIPMENT - at cost
Leasehold improvements 272,023 258,122
Furniture, fixtures and equipment 3,037,240 2,974,836
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3,309,263 3,232,958
Less accumulated depreciation (2,507,986) (2,409,558)
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801,277 823,400
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TOTAL ASSETS $ 3,873,948 $ 4,046,217
============== ============
--LIABILITIES AND STOCKHOLDERS' EQUITY--
CURRENT LIABILITIES
Accounts payable $ 712,304 $ 702,170
Short-term borrowings 215,737 254,747
Current maturities of long-term debt 157,661 176,184
Accrued sales tax 94,671 115,064
Federal and state income taxes 1,487 905
Other 192,993 185,353
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Total current liabilities 1,374,853 1,434,423
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LONG-TERM DEBT 269,089 338,052
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DEFERRED INCOME 530 -
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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 814,730 and 815,996 respectively 81,473 81,600
Additional paid-in capital 679,421 680,477
Retained earnings 1,468,582 1,511,665
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Total Stockholders' Equity 2,229,476 2,273,742
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,873,948 $ 4,046,217
============== ============
See Notes to Financial Statements
3
FINANCIAL INFORMATION
AMERICAN CONSUMERS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
TWENTY-SIX WEEKS ENDED
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November 29, November 30,
2003 2002
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CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (43,000) $ (9,765)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 141,926 144,689
Deferred income 530 (10,597)
Change in operating assets and liabilities:
Accounts receivable (5,999) (16,341)
Inventories (55,706) (97,631)
Prepaid expenses (57,384) (71,791)
Refundable income taxes - 40,457
Accounts payable 10,134 (25,231)
Accrued sales tax (20,393) (39,677)
Accrued income taxes 582 (4,000)
Other accrued liabilities 7,640 20,512
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Net cash used in operating activities (21,670) (69,375)
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CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (119,803) (2,439)
Increase in certificate of deposit (6,800) (4,144)
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Net cash used in investing activities (126,603) (6,583)
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CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in short-term borrowings (57,533) (22,115)
Net decrease in long-term borrowing (68,963) (81,812)
Redemption of common stock (1,266) (5,060)
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Net cash used in financing activities (127,762) (108,987)
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Net decrease in cash (276,035) (184,945)
Cash and cash equivalents at beginning of period 745,659 743,370
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Cash and cash equivalents at end of period $ 469,624 $ 558,425
============== ==============
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 2003 and 2002.
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 TWENTY-SIX WEEKS ENDED
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November 29, November 30, November 29, November 30,
2003 2002 2003 2002
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Sales $ 7,201,004 $ 7,237,978 $ 14,534,717 $ 14,553,971
% Sales Increase (Decrease) (0.51)% (0.18)% (0.13)% 1.17%
Gross Margin % 23.75% 24.29% 23.78% 23.87%
Operating and Administrative Expense:
Amount $ 1,754,769 $ 1,757,107 $ 3,528,466 $ 3,514,167
% of Sales 24.37% 24.28% 24.28% 24.15%
Net Income (Loss) $ (28,715) $ 20,066 $ (43,000) $ (9,765)
The Company realized a pre-tax net loss of $28,715 during the quarter ended
November 29, 2003 compared to a pre-tax net income of $20,066 for the quarter
ended November 30, 2002. The gross margin decreased from 24.29% to 23.75% as a
result of the Company trying to maintain sales levels by holding retail prices
relatively steady while absorbing increases in cost for the Company's inventory.
Management is currently working to reverse the situation. Management is
actively monitoring the Company's mix of retail prices. Due to competitive
conditions, however, 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 as competition
permits, by periodically implementing strategic adjustments in the Company's
overall mix of retail prices.
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 and short-term borrowings. 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 balance sheet dates are
presented below:
November 29, May 31, November 30,
2003 2003 2002
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Michael and Diana Richardson $ 12,904 $ 22,631 $ 24,160
Matthew Richardson 27,833 32,216 34,048
Line of Credit 175,000 199,900 330,000
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TOTAL $ 215,737 $254,747 $ 388,208
============= ======== =============
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 November 29, 2003, long-term debt consisted of a note payable to Northwest
Georgia Bank of $326,213 to finance cash registers and peripheral equipment and
a note payable to Northwest Georgia Bank of $83,561 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 November 29, 2003, of $16,976. Long-term debt as of the balance sheet
dates presented below consisted of the following:
November 29, May 31, November 30,
2003 2003 2002
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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. $ 326,213 $387,013 $ 446,172
Note payable, Bank, secured by
all inventory, machinery and
equipment, due $3,576 monthly
plus interest at 5.75% through
April, 2006. 83,561 102,411 120,523
Vehicle loans; collateralized by
automobiles due $1,305 monthly
through December 2004. 16,976 24,812 32,647
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$ 426,750 $514,236 $ 599,342
Less current maturities 157,661 176,184 119,868
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$ 269,089 $338,052 $ 479,474
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7
FINANCIAL CONDITION (Continued)
The following is a schedule by the Company's fiscal years of the amount of
maturities of all long-term debt:
Year Amount
---- ----------
2004 $ 154,661
2005 167,472
2006 101,617
The ratio of current assets to current liabilities was 2.23 to 1 at the end of
the latest quarter, November 29, 2003 compared to 2.13 to 1 on November 30, 2002
and 2.25 to 1 at the end of the fiscal year ended on May 31, 2003. Cash and cash
equivalents constituted 25.59% of the total current assets at November 29, 2003,
as compared to 30.20% of the total current assets at November 30, 2002 and
32.75% at May 31, 2003.
During the quarter ended November 29, 2003, retained earnings decreased as a
result of the Company's net loss for the quarter.
Critical Accounting Policies
- ----------------------------
Critical accounting policies are those policies that management believes are
important to the portrayal of the Company's financial condition and results of
operations and require management's most difficult, subjective or complex
judgments, often as a result of the need to make estimates about the effect of
matters that are inherently uncertain.
Management has determined valuation of its inventories as a critical accounting
policy. Inventories are stated at the lower of cost or market. Cost is
determined through use of the first-in, first-out ("FIFO") method, for
substantially all inventories.
Off-Balance Sheet Arrangements
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The Company had no significant off-balance sheet arrangements as of November 29,
2003.
Related Party Transactions
- --------------------------
Except as discussed under "Liquidity and Capital Resources," there were no
material related party transactions during the twenty-six week period ended
November 29, 2003.
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 be kept in mind that actual
results may differ materially from those projected or suggested in such
forward-looking statements. This forward-looking information
8
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 of 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 from time to time in the Company's filings with the
Securities and Exchange Commission.
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 translated 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 Rules 13a-15. Based on that evaluation,
the Chief Executive Officer and 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 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
----------
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: January 13, 2004 /s/ Michael A. Richardson
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Michael A. Richardson
CHAIRMAN
(Principal Executive Officer)
Date: January 13, 2004 /s/ Paul R. Cook
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Paul R. Cook
EXECUTIVE VICE PRESIDENT AND
TREASURER
(Principal Financial Officer & Chief
Accounting Officer)
11