Item 1. Business.
Seaway Food Town, Inc., was founded in 1957 and is a leading regional supermarket chain located predominantly in northwest and central Ohio and southeast Michigan. Beginning in 1986,the Company began adding deep discount drug stores to its chain. The merchandise sold in these stores is similar to that sold in a conventional supermarket but with a greater emphasis on non-food items and package size of such items. At year end, the Company operated 24 Food Town Supermarkets, 20 Food Town Plus Supermarkets, and 22 deep discount drug stores under the name of the Pharm.
No material portion of the Company's business is seasonal, as that term is commonly used, although holiday periods may result in greater sales volume. There is substantial competition, principally price-oriented, from national, regional and local companies. The Company is in one line of business selling substantially the same types of retail food and convenience-related non-food merchandise.
The Company employs approximately 2,265 employees on a full-time basis and 2,235 on a part-time basis.
Item 2.
Item 2. Properties.
The Company leases 43 of its stores (3 of which are accounted for as capital leases) and certain other facilities and equipment under leases generally for fifteen years, although some are for shorter as well as longer periods. The Company owns 23 stores and a relatively large distribution center (approximately 477,174 square feet) which includes offices, warehousing and shipping facilities, located in Maumee, Ohio. It also owns a 133,000 square foot warehouse in Toledo, Ohio which is used as a satellite facility and a 105,000 square foot warehouse facility which houses health and beauty aids and general merchandise operations. The Company believes that its physical facilities, both leased and owned, are suitable and adequate for the intended uses and purposes.
In addition, the Company leases 2 locations that are closed and not subleased.
At August 27, 1994, the approximate undepreciated cost of real property subject to mortgages was $9,954,000 and the approximate undepreciated cost of real property subject to capital lease obligations was $6,997,000.
Item 3.
Item 3. Legal Proceedings.
There are no significant legal proceedings pending.
Item 4.
Item 4. Submission of matters to a vote of Security Holders.
No matters have been submitted to a vote of security holders since the Annual Meeting held January 6, 1994.
PART II
Item 5.
Item 5. Market for registrant's common equity and related security holder matters.
Information with respect to the market for the registrant's common stock and related security holder matters on page 32 of Exhibit (13) filed hereunder is incorporated herein by reference.
Item 6.
Item 6. Selected financial data.
The five year summary of selected financial data on page 13 of Exhibit (13) filed hereunder is incorporated herein by reference.
Item 7.
Item 7. Management's discussion and analysis of financial condition and results of operations.
Management's discussion and analysis of financial condition and results of operations included on pages 15 through 18 of Exhibit (13) filed hereunder is incorporated herein by reference.
Item 8.
Item 8. Financial statements and supplementary data.
The consolidated financial statements and report of independent auditors on pages shown below of Exhibit (13) filed hereunder are incorporated herein by reference.
Item 9.
Item 9. Changes in and disagreements with accountants on accounting and financial disclosure.
There have been no disagreements on accounting and financial disclosure matters reported on Form 8-K during the fiscal years ended August 27, 1994 and August 28, 1993.
PART III
Item 10.
Item 10. Directors and executive officers of the Registrant.
Information with respect to non-officer directors is included in the Proxy Statement in the Section entitled "Information concerning Nominees and Directors" and is incorporated herein by reference.
Information with respect to executive officers, family relationships and business experience is included in the Proxy Statement in the Sections entitled "Executive Compensation," "Compensation of Directors," and "Executive Officers". That information (except the Compensation Committee Report, and the graph indicating Comparison of 4 Year Cumulative Total Return), is incorporated herein by reference.
Item 11.
Item 11. Executive Compensation.
Information regarding Executive Compensation is included in the Proxy Statement in the sections entitled "Interest of Management in Certain Transactions," "Executive Compensation," and "Compensation of Directors". That information (except the Compensation Committee Report, and the graph indicating Comparison of 4 Year Cumulative Total Return), is incorporated herein by reference.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Information as to Security Ownership of Certain Beneficial Owners and Management included in the Proxy Statement in the Sections entitled "Information Concerning Nominees and Directors," and "Principal Holders of Voting Securities" is incorporated herein by reference.
Item 13.
Item 13. Certain Relationships and Related Transactions.
Information regarding Certain Relationships and Related Transactions is included in the Proxy Statement in the Sections entitled "Interest of Management in Certain Transactions," "Executive Compensation," and "Compensation of Directors". That information (except the Compensation Committee Report, and the graph indicating Comparison of 4 Year Cumulative Total Return), is incorporated herein by reference.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) The following documents or portions thereof indicated are filed as a part of this report on Form 10-K.
(1) The following consolidated financial statements of Seaway Food Town, Inc. and its subsidiaries, included on pages 19 - 31 of Exhibit (13) filed hereunder are incorporated by reference in Item 8.
Report of Independent Auditors
Consolidated statements of Income - Years ended August 27, 1994, August 28, 1993 and August 29, 1992
Consolidated balance sheets at August 27, 1994 and August 28, 1993
Consolidated statements of cash flows - Years ended August 27, 1994, August 28, 1993 and August 29, 1992
Consolidated statement of shareholders' equity - Years ended August 27, 1994, August 28, 1993 and August 29, 1992
Notes to consolidated financial statements - August 27, 1994
(2) The following consolidated financial statement schedules of Seaway Food Town, Inc. and its subsidiairies are filed under Item 14(d):
SCHEDULE PAGE(S)
Schedule V - Property, plant and equipment 9 Schedule VI - Accumulated depreciation and amortization of property, plant and equipment 10 Schedule VIII - Valuation and qualifying accounts 11
All other schedules have been omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements or the notes thereto.
b.) Reports on Form 8-K.
No reports on Form 8-K were required to be filed for the three months ended August 27, 1994.
c.) Exhibits Required by Item 601 of Regulation S-K Index.
Exhibit 3 - Data required by this item has previously been filed and is incorporated by reference from the Company's Annual Report on Form 10-K for the Year Ended September 25, 1982, File 0-80.
A copy of the Amendment to the Articles of Incorporation filed with the Secretary of State of Ohio, January 17, 1989, is incorporated by reference from the Company's Annual Report on Form 10-K for the Year Ended August 26, 1989, File 0-80.
4 - Data required by this item has previously been filed and is incorporated herein by reference from the Company's Annual Report on Form 10-K for the Year Ended September 26, 1981, File 0-80.
10 - Contracts required by this item have previously been filed and are Incorporated herein by reference from the Company's Annual Report on Form 10-K for the Years Ended September 26, 1981, September 24, 1983, the eleven months ended August 27, 1988, File 0-80, on the Company's Issuer Tender Offer Statement on Schedule 13 E-4 filed November 4, 1987, and on form 10-K for the years ended August 25, 1990, August 31, 1991, August 29, 1992, and August 28, 1993.
11 - Computation of income per share.
13 - Portions of the 1994 Annual Report to Shareholders (to the extent incorporated by reference hereunder.)
22 - Subsidiaries of the Registrant.
23 - Consent of Independent Auditors.
99 - Financial Data Schedule
d. Financial Statements Required by Regulation S-X.
Included in Item 14 (a), above.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
SEAWAY FOOD TOWN, INC. (Registrant)
11/18/94 By /s/ Richard B. Iott Date Richard B. Iott, President & Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
11/18/94 By /s/ Wallace D. Iott Date Wallace D. Iott, Chairman of the Board (Principal Executive Officer) & Director
11/18/94 By /s/ Waldo E. Yeager Date Waldo E. Yeager, Director (Chief Financial Officer and Treasurer)
11/18/94 By /s/ Robert J. Kirk Date Robert J. Kirk, Director
11/18/94 By /s/ Thomas M. O'Donnell Thomas M. O'Donnell, Director
11/18/94 By /s/ David J. Walrod Date David J. Walrod, Director
11/18/94 By /s/ Richard K. Ransom Date Richard K. Ransom, Director
13 EXHIBIT (13)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the financial statements and notes thereto contained herein.
RESULTS OF OPERATIONS
The following table sets forth certain income statement components expressed as a percentage of net sales and the year-to-year percentage changes in such components. As of the end of fiscal 1994, Seaway Food Town, Inc. operated 66 retail stores, 44 supermarkets, 20 of which were large combination stores operating as Food Town Plus stores, and 22 deep discount drugstores operating as the Pharm. This compares to 44 supermarkets, 20 of which were Food Town Plus stores, and 20 Pharm deep discount drugstores as of the end of fiscal 1993. During 1994 the Company opened one new, prototype Food Town Plus store while closing one and opening two Pharm drugstores. All stores operate predominately in northwest and central Ohio and southeast Michigan.
Net Sales
Consolidated net sales decreased 3.6% in fiscal 1994 and increased 2.2% in fiscal 1993. Nearly all of the 1994 net sales decrease is attributable to the supermarkets which experienced severe competitive pressures, especially in the first three quarters of the year. Nearly all of the 1993 net sales increase was attributable to the Pharms deep discount drugstores. Retail sales in stores that were open throughout all three years decreased approximately 2.4% in 1994 compared to 1993 and increased approximately 5.7% in 1993 over 1992. Sales, though down for fiscal 1994, steadily improved as the 1994 year unfolded.
Management believes that the inflation component in sales was less than 1% in 1994, 1993, and 1992.
Gross Profit
In 1994, the gross profit percentage increased from 24.4% to 25.1% despite a dollar decrease due to lower sales. Margins improved in both the supermarkets and the deep discount drugstores in 1994 compared to 1993 and warehousing and transportation expenses in 1994 decreased nearly $800,000. In 1993, gross margin decreased slightly from 24.5% to 24.4% with the supermarkets showing virtually no change in gross margins during 1993 and the deep discount drugstores showing a slight decrease.
Selling, General and Administrative Expenses
In 1994, selling, general and administrative expenses decreased by $3.3 million in dollars; however, increased as a percentage of sales due to lower sales. This dollar decrease was attributable principally to lower retail wages as well as lower workers compensation expense. In 1993, selling, general and administrative expenses as a percent to sales increased .4% or $4.8 million. This increase was attributable to increased selling expenses, principally wages, benefits, and advertising expenses as well as expenses associated with the opening of new and remodeled stores and the closing of small, outmoded stores. General and administrative expenses increased as a result of costs associated with enhancing management information systems. Costs associated with closed stores were approximately $285,000 in 1994, $961,000 in 1993, and $661,000 in 1992.
Interest Expense
Interest expense decreased both in 1994 and 1993 due to declining interest rates and the early retirement of certain higher cost borrowings. The weighted average interest rate on long-term debt has declined by .59% from 1993 to 1994 and 1.08% from 1992 to 1993.
Income Taxes
The effective tax rates for 1994, 1993, and 1992 were 34.6%, 34.1%, and 34.0%, respectively, which approximated the statutory rates in effect.
Net Income
Net income in 1994 was $2,059,000 which included an extraordinary charge of $123,000, net of applicable income taxes, from early extinguishment of debt as well as a charge of $256,000 resulting from the cumulative effect of a change in accounting for income taxes due to the adoption of FASB 109. Income before the extraordinary item and the cumulative effect of a change in accounting for income taxes was $2,438,000 in 1994 compared to $1,123,000 in 1993. This increase was principally due to lower selling, general, and administrative expenses previously mentioned combined with the effect of increasing margins on lower sales volume. Net income in 1993 was $1,032,000 lower than in 1992 principally due to higher selling, general, and administrative expenses. Excluding the extraordinary items and cumulative effect of the change in accounting in 1994 and 1992, income as a percent of net sales was .45% in 1994, .20% in 1993, and .43% in 1992.
LIQUIDITY AND CAPITAL RESOURCES
Capital Expenditures And Financing
During 1994 capital expenditures were $12,681,000 compared to $17,353,000 in 1993 and $9,842,000 in 1992. These were financed by operations and additional long-term debt. As of the end of 1994, over 74% of the Company's retail space is either new or has been remodeled within the last five years. In addition, the Company continues to upgrade its corporate information systems to provide more timely and sophisticated information to improve the Company's competitive advantage. The Company continues to expand the benefits of the Company's Plus Card program, which, launched in 1993, initially provided instant discounts (paperless coupons) to customers. In early 1995 the program will provide customers with the opportunity to pay for their purchases with a bank ATM card, credit card, or their Plus Card which will enable them to make their purchase via the Federal Reserve's Automated Clearing House (ACH). This feature has been made a part of the Plus Card so that the customer can make a fast paperless check transaction when paying for their purchases. The Company is expecting expenditures of approximately $12,000,000 in fiscal 1995.
As of the end of 1994, the Company had a total of $22.7 million borrowed against its revolving credit loan agreements with banks which provide maximum borrowings of $35.0 million. This compares to $22.0 million borrowed against revolving credit agreements which provided maximum borrowings of $30.0 million at the end of 1993. The Company believes that cash provided by operations along with the remaining $12.3 million available under the credit agreements will be sufficient to finance fiscal 1995 capital additions and other business needs. The Company's plan for store construction, acquisition, remodeling and expansion is frequently reviewed and revised in light of changing conditions. The Company's ability to proceed with projects, or to complete projects during a particular period, is subject to normal construction and other delays. Therefore, it is likely that not all the projects included in the above mentioned figure will commence or be completed in the 1995 fiscal year.
The long-term debt-to-shareholders' equity ratio was 1.46 to 1 at the end of 1994 compared to 1.50 to 1 at the end of 1993 and 1.45 to 1 at the end of 1992.
Liquidity
Measures of liquidity for each of the last three fiscal years were as follows:
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders Seaway Food Town, Inc.
We have audited the accompanying consolidated balance sheets of Seaway Food Town, Inc. as of August 27, 1994 and August 28, 1993, and the related consolidated statements of income, shareholders' equity, and cash flows for each of the three years in the period ended August 27, 1994. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Seaway Food Town, Inc. at August 27, 1994 and August 28, 1993, and the consolidated results of its operations and its cash flows for each of the three years in the period ended August 27, 1994 in conformity with generally accepted accounting principles.
As discussed in Note 3 to the financial statements, in fiscal 1994, the Company changed its method of accounting for income taxes.
/s/ Ernst & Young LLP
October 14, 1994 Toledo, Ohio
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES Business -- The business of Seaway Food Town, Inc. and its consolidated subsidiaries (the Company) consists of the sale and distribution of food, drugs, and related products, principally through supermarkets and drugstores predominately in northwest and central Ohio and southeast Michigan.
Basis of presentation -- The consolidated financial statements include the accounts of Seaway Food Town, Inc. and all wholly-owned subsidiaries.
Cash and cash equivalents -- The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The carrying amount reported in the balance sheets for cash equivalents approximates its fair value.
Inventories -- Meat, produce and drug inventories are valued at the lower of cost, using the first-in, first-out (FIFO) method, or market. All other merchandise inventories are valued at the lower of cost, using the last-in, first-out (LIFO) method, or market. Inventories have been reduced by $17,576,000 and $17,594,000 at August 27, 1994 and August 28, 1993, respectively, from amounts which would have been reported under the FIFO method (which approximates current cost).
During 1994 and 1993, merchandise inventory quantities were reduced. These reductions resulted in liquidations of the LIFO inventory quantities carried at lower costs prevailing in prior years as compared with costs of 1994 and 1993 purchases, the effect of which increased consolidated net income by approximately $75,000 ($.03 per share) in 1994 and $156,000 ($.07 per share) in 1993.
Depreciation and amortization -- Depreciation and amortization are provided principally under the straight-line method at rates based upon the estimated useful lives of the various classes of assets. Capital leases not involving a purchase of the assets are amortized over the lease term.
Pension -- The Company contributes to pension plans covering substantially all employees. Pension costs include defined contributions based upon wages, and specified amounts per hour as required under collective bargaining agreements. The Company's policy is to fund pension costs annually in the amount accrued.
Deferred income taxes -- Deferred income taxes are provided on the asset and liability method for all significant temporary differences between income reported for financial statement purposes and taxable income.
Net income per common share -- Net income per common share is based upon the weighted average number of common shares outstanding of 2,306,881 in 1994, 2,332,016 in 1993 and 2,326,972 in 1992. Unallocated shares held by the ESOP were not considered outstanding.
2. NOTES PAYABLE AND LONG-TERM DEBT Long-term debt at August 27, 1994 and August 28, 1993 consisted of the following (in thousands):
During fiscal 1994, the Company renewed its three revolving credit loan agreements and obtained one additional revolving credit agreement permitting borrowings up to $35,000,000 in the aggregate. The loan agreements are due in fiscal 1997, at which time the borrowings are convertible into term notes payable over four years. Interest is charged at the Company's option, at the current prime rates charged by the banks or 1.25 percentage points in excess of the current LIBOR rate. The Company is required to pay a fee of 1/4% per annum on any unused portion of the loan commitment. Under these agreements, the Company had borrowed $22,700,000 and $22,000,000 at August 27, 1994 and August 28, 1993, respectively.
During fiscal 1994, the Company entered into interest rate cap agreements in the management of interest rate exposure. These transactions reduce the Company's exposure to significant variations in interest rates. At August 27, 1994, a notional amount of $20,000,000 was covered by these agreements at an average borrowing rate of 9.375% through 1999. If the counterparties to these agreements fail to perform, the Company would no longer be protected from interest rate fluctuations by these agreements and could incur additional interest expense as a result. However, the Company does not anticipate nonperformance by the counterparties, since all of these agreements are with banks with which the Company has revolving credit agreements, having the right of offset.
The senior note agreements provide for repurchases of the notes, at either the Company's or holder's option, in amounts not in excess of $4,000,000 in 1997 and $8,000,000 in 2000. In addition, the agreement allows for prepayments, at the Company's option, subject to certain prepayment provisions.
The senior notes and revolving credit loan agreements referred to above include certain working capital, net worth and debt service covenants along with restrictions on the payment of cash dividends. The restriction of dividends is based on a percentage of income available for debt service above debt service.
At August 27, 1994, the approximate undepreciated cost of property and equipment subject to mortgages was $16,951,000.
In 1994 and 1992, respectively, the Company recorded extraordinary losses from early extinguishment of debt which consisted mainly of prepayment penalties and unamortized financing fees amounting to $123,000 (net of $63,000 income tax benefit) and $220,000 (net of $113,000 income tax benefit).
Annual maturities of long-term debt for each of the five fiscal years subsequent to August 27, 1994 are as follows: 1995 - $3,341,000; 1996 - $3,055,000; 1997 - $6,543,000; 1998 - $2,325,000; 1999 - $4,361,000.
At August 27, 1994, the carrying value of the long-term debt in aggregate, excluding capitalized lease obligations, approximates its fair value. The fair value is estimated using discounted cash flow analyses, based on the Company's current incremental borrowing rates.
3. INCOME TAXES
Effective August 29, 1993, the Company adopted the provisions of Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes." As permitted by Statement 109, prior year financial statements have not been restated to reflect the change in accounting method. The cumulative effect as of August 29, 1993 of adopting Statement 109 decreased net income by $256,000 or $.11 per share.
Under Statement 109, the asset and liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Prior to the adoption of Statement 109, income tax expense was determined using the liability method prescribed by Statement 96, which is superseded by Statement 109. The classification criteria changed and resulted in a reclassification between current and long-term deferred income taxes of approximately $2,376,000 at August 29, 1993.
The provision (credit) for income taxes consists of the following (in thousands):
The consolidated effective tax rate differs from the statutory U.S. Federal tax rate for the following reasons and by the following percentages:
Significant components of the Company's deferred income tax assets and liabilities as of August 27, 1994 are as follows (in thousands):
The above are reflected in the balance sheet as of August 27, 1994 as follows (in thousands):
Under the provisions of Statement 96, the deferred tax provision by major element was attributable to the following (in thousands):
The Company has alternative minimum tax credit carryforwards of $1,127,000 and targeted jobs tax credit carryforwards of $298,000 which can be applied against regular tax liabilities in future years. Additionally, the Company has contribution carryforwards of approximately $201,000 which can be applied against taxable income in future years. The targeted jobs tax credits expire in 2008 and 2009 while the contribution carryforwards expire in 1997 through 1999.
4. EMPLOYEE BENEFIT PLANS For eligible nonunion employees, the Company has a 401(k) salary deferral plan which permits employee salary deferrals of up to 15%, but not to exceed the maximum annual allowable amount for income tax purposes, and an Employee Stock Ownership Plan (ESOP). The Company used $2,000,000 of excess pension plan assets returned to the Company upon termination of the Defined Benefit Pension Plan in fiscal 1988 to advance fund the ESOP. The amount of shares held by the ESOP which had not been allocated to plan participants are considered to be treasury shares and have been shown as a reduction of Shareholders' Equity. All such shares were allocated in fiscal 1994. Allocations to the participants in the ESOP are not less than 2 1/2% of total annual compensation. Company matching contributions to the 401(k) plan are 50% of employee salary deferral contributions. The Company matching contributions are not made on salary deferrals in excess of 6% of an employee's compensation. The Company's expense for these plans was $832,000 in 1994, $991,000 in 1993, and $812,000 in 1992.
In addition, the Company contributes to several area-wide defined benefit union pension plans established under collective bargaining agreements. The aggregate costs for these plans amounted to $2,428,000 in 1994, $2,963,000 in 1993, and $2,392,000 in 1992. Under the Multi-employer Pension Plan Amendments Act of 1980, the Company could become liable for its proportionate share of unfunded vested benefits, if any, in the event of the termination of, or its withdrawal or partial withdrawal from, the union- sponsored plans to which the Company makes contributions. The increase in 1993 expense is principally attributable to the withdrawal liability related to one of the union sponsored pension plans.
5. LEASE COMMITMENTS Capital leases The cost and accumulated amortization of property leased under long-term noncancellable leases are as follows (in thousands):
Future minimum lease payments under capital leases together with the present value of the net minimum lease payments as of August 27, 1994 are as follows (in thousands):
The leases expire at various dates from 1995 to 2010 and substantially all are renewable for one or more successive five year periods, in some cases at slightly higher rentals.
Total rent expense attributable to operating leases amounted to approximately $6,816,000 in 1994, $7,375,000 in 1993, and $7,494,000 in 1992 and included provision for additional rentals of $222,000 in 1994, $256,000 in 1993, and $234,000 in 1992 based upon gross sales in excess of specified amounts.
The Company entered into capital leases amounting to approximately $615,000 in 1994 and $1,844,000 in 1993.
6. QUARTERLY FINANCIAL INFORMATION (UNAUDITED) Quarterly financial data for the years ended August 27, 1994, and August 28, 1993 are presented below (in thousands of dollars except per share amounts):
The price is the high and low price on the NASDAQ National Market. The Company's NASDAQ ticker symbol is "SEWY". As of August 27, 1994, the approximate number of record holders of common stock was 568.
34 EXHIBIT 22
SEAWAY FOOD TOWN, INC.
SUBSIDIARIES OF REGISTRANT
At the fiscal year ended August 27, 1994 the Company had the following subsidiaries, all of which are included in the consolidated financial statements:
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual Report [Form 10-K] of Seaway Food Town, Inc. of our report dated October 14, 1994 included in Exhibit 13 to Form 10-K.
Our audits also included the financial statement schedules listed in Item 14(a)(2). These schedules are the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedules to above, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.
/s/ ERNST & YOUNG LLP
Toledo, Ohio October 14, 1994
EXHIBIT 99 FINANCIAL DATA SCHEDULE ARTICLE 5 OF REGULATION S-X
DOCUMENT TYPE EX-27 DESCRIPTION ART.5 FDS FOR ANNUAL 10-K TEXT ARTICLE 5 MULTIPLIER 1,000 TABLE PERIOD-TYPE 12 MONTHS FISCAL YEAR-END AUG 27-1994 PERIOD-END AUG-27-1994 CASH 7,137 SECURITIES 0 RECEIVABLES 5,627 ALLOWANCES 450 INVENTORY 44,749 CURRENT-ASSETS 63,421 PP&E 184,825 DEPRECIATION 99,479 TOTAL-ASSETS 155,203 CURRENT-LIABILITIES 54,484 BONDS 55,060 COMMON 4,485 PREFERRED-MANDATORY 0 PREFERRED 0 OTHER-SE 33,100 TOTAL-LIABILITY-AND-EQUITY 155,203 SALES 546,193 TOTAL-REVENUES 546,193 CGS 409,305 TOTAL-COSTS 409,305 OTHER-EXPENSES 129,921 LOSS-PROVISION 0 INTEREST-EXPENSE 4,410 INCOME-PRETAX 3,726 INCOME-TAX 1,288 INCOME-CONTINUING 2,438 DISCONTINUED 0 EXTRAORDINARY 123 CHANGES 256 NET-INCOME 2,059 EPS-PRIMARY .89 EPS-DILUTED .89 TABLE TEXT DOCUMENT