Quarterly Report — Form 10-Q Filing Table of Contents
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3: EX-31.2 Certification -- §302 - SOA'02 HTML 19K
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5: EX-32.2 Certification -- §906 - SOA'02 HTML 16K
12: R1 Document and Entity Information HTML 63K
13: R2 Condensed Consolidated Balance Sheets HTML 151K
14: R3 Condensed Consolidated Balance Sheets HTML 23K
(Parenthetical)
15: R4 Condensed Consolidated Statements of Earnings HTML 72K
16: R5 Condensed Consolidated Statements of Comprehensive HTML 41K
Earnings
17: R6 Condensed Consolidated Statements of Comprehensive HTML 23K
Earnings (Parenthetical)
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19: R8 Condensed Consolidated Statement of Stockholders HTML 45K
Equity Condensed Consolidated Statement of
Stockholders' Equity
20: R9 Condensed Consolidated Statements of Stockholders' HTML 26K
Equity (Parenthetical) (Parentheticals)
21: R10 Basis of Presentation (Notes) HTML 19K
22: R11 Fair Value of Financial Instruments (Notes) HTML 25K
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24: R13 Consolidation of Joint Ventures and Long-Term Debt HTML 19K
(Notes)
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(Notes)
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Sale Securities by Expected Maturity (Details)
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Securities by Time Period Impaired (Details)
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37: R26 Investments - Additional Information (Details) HTML 20K
38: R27 Investments Equity Securities (Details) HTML 17K
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40: R29 Consolidation of Joint Ventures and Long-Term Debt HTML 34K
Joint Venture - Additional Information (Details)
41: R30 Consolidation of Joint Ventures and Long-Term Debt HTML 32K
Long-Term Debt Assumptions, Maturities and
Interest Rates (Details)
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(Details)
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(Exact
name of Registrant as specified in its charter)
iFlorida
i59-0324412
(State
of incorporation)
(I.R.S. Employer Identification No.)
i3300 Publix Corporate Parkway
iLakeland,
iFlorida
i33811
(Address of principal executive offices)
(Zip
Code)
i(863)i688-1188
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) 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 and (2) has been subject to such filing requirements for the past 90 days.
iYes X No
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T during the preceding 12 months.
iYes X No
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,”“smaller reporting company” and “emerging growth company” in Rule 12b-2 of
the Exchange Act.
Large accelerated filer Accelerated filer iNon-accelerated filer X
Smaller reporting company i Emerging
growth company i
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the
Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
See
accompanying notes to condensed consolidated financial statements.
5
PUBLIX SUPER MARKETS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1)iiBasis
of Presentation/
The accompanying unaudited condensed consolidated financial statements of Publix Super Markets, Inc. and subsidiaries (Company) have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) and the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial reporting. Accordingly, the accompanying statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, these statements include all adjustments that are of a normal and recurring nature necessary to present fairly the
Company’s financial position and results of operations. Due to the seasonal nature of the Company’s business and the impact of the coronavirus pandemic, the results of operations for the three months ended March 27, 2021 are not necessarily indicative of the results for the entire 2021 fiscal year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 26, 2020.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
(2)iFair Value of Financial Instruments
The fair
value of certain of the Company’s financial instruments, including cash and cash equivalents, trade receivables and accounts payable, approximates their respective carrying amounts due to their short-term maturity.
The fair value of investments is based on market prices using the following measurement categories:
Level 1 – Fair value is determined by using quoted prices in active markets for identical investments. Investments included in this category are equity securities (exchange traded funds).
Level 2 – Fair value is determined by using other than quoted prices. By using observable inputs (for example, benchmark yields, interest rates, reported trades and broker dealer quotes), the fair value is determined through processes such as benchmark curves, benchmarking
of similar securities and matrix pricing of corporate, state and municipal bonds by using pricing of similar bonds based on coupons, ratings and maturities. Investments included in this category are primarily debt securities (tax exempt and taxable bonds), including restricted investments in taxable bonds held as collateral.
Level 3 – Fair value is determined by using other than observable inputs. Fair value is determined by using the best information available in the circumstances and requires significant management judgment or estimation. No investments are currently included in this category.
The
Company maintains restricted investments primarily for the benefit of the Company’s insurance carrier related to self-insurance reserves. These investments are held as collateral and not used for claim payments.
There
are i132 debt securities contributing to the total unrealized losses of $i59,241,000
as of March 27, 2021. Unrealized losses related to debt securities are primarily due to increases in interest rates that occurred since the debt securities were purchased. The Company continues to receive scheduled principal and interest payments on these debt securities.
(b)Equity Securities
Equity securities are measured at fair value with net unrealized gains and losses from changes in the fair value recognized in earnings (fair value adjustment). The fair value of equity securities was $i3,155,057,000
and $i2,089,907,000 as of March 27, 2021 and December 26, 2020, respectively.
(c)Investment Income (Loss)
Net realized gain on investments represents the difference between the cost and the proceeds from the sale of debt and equity securities. The net realized gain on investments excludes the net gain or loss on the sale of equity securities previously recognized through the
fair value adjustment, which is presented separately in the following table.
i
Following is a summary of investment income (loss) for the three months ended March 27, 2021 and March 28, 2020:
Fair
value adjustment, due to net unrealized gain (loss), on equity securities held at end of period
i784,850
(i387,427)
$
i841,009
(i330,845)
/
8
PUBLIX
SUPER MARKETS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(4)iConsolidation of Joint Ventures and Long-Term Debt
From time to
time, the Company enters into a joint venture (JV), in the legal form of a limited liability company, with certain real estate developers to partner in the development of a shopping center with the Company as the anchor tenant. The Company consolidates certain of these JVs in which it has a controlling financial interest. As of March 27, 2021, the carrying amounts of the assets and liabilities of the consolidated JVs were $i196,041,000
and $i78,276,000, respectively. As of December 26, 2020, the carrying amounts of the assets and liabilities of the consolidated JVs were $i199,230,000 and $i77,565,000,
respectively. The assets are owned by and the liabilities are obligations of the JVs, not the Company, except for a portion of the long-term debt of certain JVs guaranteed by the Company. The JVs are financed with capital contributions from the members, loans and/or the cash flows generated by the JV owned shopping centers once in operation. Total earnings attributable to noncontrolling interests for 2021 and 2020 were immaterial. The Company’s involvement with these JVs does not have a significant effect on the Company’s financial condition, results of operations or cash flows.
The
Company’s long-term debt results primarily from the consolidation of loans of certain JVs and loans assumed in connection with the acquisition of certain shopping centers with the Company as the anchor tenant. iiNo/
loans were assumed during the three months ended March 27, 2021 or March 28, 2020. Maturities of JV loans range from iJanuary 2022 through iApril 2027 and have variable interest rates based on a LIBOR index plus
i175 to i250 basis points. Maturities of assumed shopping center loans range from iApril
2021 through iJanuary 2027 and have fixed interest rates ranging from i3.7% to i7.5%.
(5)iRetirement
Plan
The Company has a trusteed, noncontributory Employee Stock Ownership Plan (ESOP) for the benefit of eligible employees. Since the Company’s common stock is not traded on an established securities market, the ESOP includes a put option for shares of the Company’s common stock distributed from the ESOP. Shares are distributed from the ESOP primarily to separated vested participants and certain eligible participants who elect to diversify their account balances. Under the Company’s administration of the ESOP’s put option, if the owners of distributed shares desire to sell their shares, the
Company is required to purchase the shares at fair value for a specified time period after distribution of the shares from the ESOP. The fair value of distributed shares subject to the put option totaled $i683,394,000 and $i444,801,000
as of March 27, 2021 and December 26, 2020, respectively. The cost of the shares held by the ESOP totaled $i3,361,839,000 and $i3,039,748,000
as of March 27, 2021 and December 26, 2020, respectively. Due to the Company’s obligation under the put option, the distributed shares subject to the put option and the shares held by the ESOP are classified as temporary equity in the mezzanine section of the condensed consolidated balance sheets and totaled $i4,045,233,000 and $i3,484,549,000
as of March 27, 2021 and December 26, 2020, respectively. The fair value of the shares held by the ESOP totaled $i10,376,875,000 and $i9,976,034,000
as of March 27, 2021 and December 26, 2020, respectively.
9
PUBLIX SUPER MARKETS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(6)iAccumulated
Other Comprehensive Earnings (Losses)
i
A reconciliation of the changes in accumulated other comprehensive earnings (losses) net of income taxes for the three months ended March 27, 2021 and March 28, 2020 is as follows:
On iApril 1, 2021, the Company declared a quarterly dividend on its common stock of $i0.37
per share or $i256,600,000, payable iMay 3, 2021 to stockholders of record as of the close of business iApril 15,
2021.
10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
The Company is engaged in the retail food industry and as of March 27, 2021 operated 1,269 supermarkets in Florida, Georgia, Alabama, South Carolina, North Carolina, Tennessee and Virginia. For the three months ended March 27, 2021,
eight supermarkets were opened (including one replacement supermarket) and 44 supermarkets were remodeled. Three supermarkets were closed during the period. The replacement supermarket that opened during the three months ended March 27, 2021 replaced a supermarket closed during the same period. Two supermarkets closed in 2021 will be replaced on site in a subsequent period. In the normal course of operations, the Company replaces supermarkets and closes supermarkets that are not meeting performance expectations. The impact of future supermarket closings is not expected to be material.
Coronavirus Pandemic Impact
On March 13, 2020, the coronavirus pandemic was declared a national emergency. The coronavirus
pandemic resulted in national, state and local authorities mandating or recommending isolation and other preventative measures for large portions of the population, including mandatory business restrictions and closures. These measures, which were necessary to slow the spread of the virus and protect lives, resulted in significant job losses and are expected to continue to have serious adverse impacts on domestic and foreign economies for an unknown length of time. The effects of economic stabilization efforts, including government payments to affected citizens and industries, remain uncertain.
The Company has been classified as an essential business in all locations in which it operates and has remained open to serve the needs of its customers. It remains a top priority of the
Company to serve its customers in a way that protects the health and safety of its employees and customers. The Company estimates that its sales for the three months ended March 27, 2021 and March 28, 2020 increased approximately $0.9 billion and $1.0 billion, respectively, due to the impact of the coronavirus pandemic. The Company incurred additional payroll related, transportation and other costs to meet the significant sales demand and protect the health and safety of its employees and customers. The profit on the incremental sales resulting from increased customer purchases of food and cleaning supplies more than offset the additional costs incurred. The future impact of the coronavirus pandemic is
uncertain and difficult to predict.
Results of Operations
Sales
Sales for the three months ended March 27, 2021 were $11.7 billion as compared with $11.2 billion for the three months ended March 28, 2020, an increase of $436.8 million or 3.9%. The increase in sales for the three months ended March 27, 2021 as compared with the three months ended March 28, 2020 was primarily due to new supermarket sales and a 2.4% increase in comparable store sales (supermarkets open for the same weeks in both periods, including replacement supermarkets). Comparable store sales for the three months ended March 27,
2021 increased primarily due to increased product costs. Sales for supermarkets that are replaced on site are classified as new supermarket sales since the replacement period for the supermarket is generally 9 to 12 months.
The Company estimates that its sales for the three months ended March 27, 2021 and March 28, 2020 increased approximately $0.9 billion or 7.8% and $1.0 billion or 10.3%, respectively, due to the impact of the coronavirus pandemic. Excluding the impact of the coronavirus pandemic, sales for the three months ended March 27, 2021 would have been $10.8 billion as compared with $10.2 billion for the three months ended March 28, 2020,
an increase of $0.6 billion or 5.5%.
Gross profit
Gross profit (sales less cost of merchandise sold) as a percentage of sales was 28.1% and 28.4% for the three months ended March 27, 2021 and March 28, 2020, respectively. The decrease in gross profit as a percentage of sales for the three months ended March 27, 2021 as compared with the three months ended March 28, 2020 was primarily due to a decrease in the impact of the coronavirus pandemic on shrink and volume driven efficiencies in the first quarter of 2021 as compared with the first quarter of 2020.
Operating and administrative expenses
Operating
and administrative expenses as a percentage of sales were 19.9% and 18.9% for the three months ended March 27, 2021 and March 28, 2020, respectively. The increase in operating and administrative expenses as a percentage of sales for the three months ended March 27, 2021 as compared with the three months ended March 28, 2020 was primarily due to the impact of the coronavirus pandemic including an increase in payroll costs as a percentage of sales and a decrease in volume driven efficiencies in the first quarter of 2021 as compared with the first quarter of 2020.
11
Operating
profit
Operating profit as a percentage of sales was 9.0% and 10.3% for the three months ended March 27, 2021 and March 28, 2020, respectively. The decrease in operating profit as a percentage of sales for the three months ended March 27, 2021 as compared with the three months ended March 28, 2020 was primarily due to the decrease in gross profit as a percentage of sales and the increase in operating and administrative expenses as a percentage of sales.
Investment income (loss)
Investment income for the three months ended March 27, 2021 was $841.0 million as compared with an investment loss
for the three months ended March 28, 2020 of $330.8 million. Excluding the impact of net unrealized gains on equity securities in 2021 and net unrealized losses on equity securities in 2020, investment income would have been $56.2 million and $56.6 million for the three months ended March 27, 2021 and March 28, 2020, respectively.
Income tax expense
The effective income tax rate was 21.6% and 20.3% for the three months ended March 27, 2021 and March 28, 2020, respectively. The increase in the effective income tax rate for the three months ended March 27, 2021 as compared with the three
months ended March 28, 2020 was primarily due to the decreased impact of permanent deductions and credits due to the increase in earnings before income tax expense.
Net earnings
Net earnings were $1,495.1 million or $2.16 per share and $667.3 million or $0.94 per share for the three months ended March 27, 2021 and March 28, 2020, respectively. Net earnings as a percentage of sales were 12.8% and 5.9% for the three months ended March 27, 2021 and March 28, 2020, respectively. Excluding the impact of net unrealized gains on equity securities in 2021 and net unrealized losses on equity securities in 2020, net earnings would have been $909.8
million or $1.32 per share and 7.8% as a percentage of sales for the three months ended March 27, 2021 and $956.2 million or $1.35 per share and 8.5% as a percentage of sales for the three months ended March 28, 2020. Excluding the impact of net unrealized gains on equity securities in 2021 and net unrealized losses on equity securities in 2020, the decrease in net earnings as a percentage of sales for the three months ended March 27, 2021 as compared with the three months ended March 28, 2020 was primarily due to the decrease in operating profit as a percentage of sales.
Non-GAAP Financial Measures
In addition to reporting financial results for the three months ended March
27, 2021 and March 28, 2020 in accordance with GAAP, the Company presents net earnings and earnings per share excluding the impact of equity securities being measured at fair value with net unrealized gains and losses from changes in the fair value recognized in earnings (fair value adjustment). These measures are not in accordance with, or an alternative to, GAAP. The Company excludes the impact of the fair value adjustment since it is primarily due to temporary equity market fluctuations that do not reflect the Company’s operations. The Company believes this information is useful in providing
period-to-period comparisons of the results of operations. Following is a reconciliation of net earnings to net earnings excluding the impact of the fair value adjustment for the three months ended March 27, 2021 and March 28, 2020:
(Amounts are in millions, except per share amounts)
Net earnings
$
1,495.1
667.3
Fair
value adjustment, due to net unrealized (gain) loss, on equity securities held at end of period
(784.9)
387.4
Income tax expense (benefit) (1)
199.6
(98.5)
Net
earnings excluding impact of fair value adjustment
$
909.8
956.2
Weighted average shares outstanding
691.2
706.8
Earnings
per share excluding impact of fair value adjustment
$
1.32
1.35
(1)Income tax expense (benefit) is based on the Company’s combined federal and state statutory income tax rates.
12
Liquidity
and Capital Resources
Cash and cash equivalents, short-term investments and long-term investments totaled $13,265.7 million as of March 27, 2021, as compared with $11,961.7 million as ofDecember 26, 2020 and $9,992.4 million as of March 28, 2020. The increase from the first quarter of 2020 to the first quarter of 2021 was primarily due to increased sales as a result of the coronavirus pandemic and the increase in the fair value of investments.
Net cash provided by operating activities
Net cash provided by operating activities was $1,488.3 million and $2,292.5 million for the three months ended March 27,
2021 and March 28, 2020, respectively. The decrease in net cash provided by operating activities for the three months ended March 27, 2021 as compared with the three months ended March 28, 2020 was primarily due to the impact of the lag in payments for merchandise related to increased sales at the beginning of the coronavirus pandemic in 2020.
Net cash used in investing activities
Net cash used in investing activities was $707.0 million and $893.8 million for the three months ended March 27, 2021 and March 28, 2020, respectively. The primary use of net cash in investing activities for the three months ended March 27,
2021 was funding capital expenditures and net increases in investments. Capital expenditures for the three months ended March 27, 2021 totaled $345.9 million. These expenditures were incurred in connection with the opening of eight supermarkets (including one replacement supermarket) and the remodeling of 44 supermarkets. Expenditures were also incurred for new supermarkets and remodels in progress, construction or expansion of warehouses and new or enhanced information technology hardware and software. For the three months ended March 27, 2021, the payment for investments, net of the proceeds from the sale and maturity of investments, was $362.5 million.
Net cash used in financing activities
Net cash used in financing activities was $475.7 million and $543.2 million for the three
months ended March 27, 2021 and March 28, 2020, respectively. The primary use of net cash in financing activities was funding net common stock repurchases and dividend payments. Net common stock repurchases totaled $249.2 million and $333.2 million for the three months ended March 27, 2021 and March 28, 2020, respectively. The Company currently repurchases common stock at the stockholders’ request in accordance with the terms of the Company’s Employee Stock Purchase Plan (ESPP), Non-Employee Directors Stock Purchase Plan (Directors Plan), 401(k) Plan and ESOP. The amount of common stock offered to the
Company for repurchase is not within the control of the Company, but is at the discretion of the stockholders. The Company expects to continue to repurchase its common stock, as offered by its stockholders from time to time, at its then current value. However, with the exception of certain shares distributed from the ESOP, such purchases are not required and the Company retains the right to discontinue them at any time.
Dividends
The Company paid quarterly dividends on its common stock totaling $221.0 million or $0.32 per share and $211.8 million or
$0.30 per share during the three months ended March 27, 2021 and March 28, 2020, respectively.
Capital expenditures projection
Capital expenditures for the remainder of 2021 are expected to be approximately $1,250 million, primarily related to new supermarkets, remodeling existing supermarkets, construction or expansion of warehouses, new or enhanced information technology hardware and software and the acquisition or development of shopping centers in which the Company operates. The shopping center acquisitions are financed with internally generated funds and assumed debt, if prepayment penalties for the debt are determined to be significant. This capital program is subject to continuing change and review.
Cash requirements
In 2021, cash requirements for operations, capital expenditures, common stock repurchases and dividend payments are expected to be financed by internally generated funds or liquid assets. Based on the Company’s financial position, it is expected that short-term and long-term borrowings would be available to support the Company’s liquidity requirements, if needed.
13
Forward-Looking Statements
Certain information provided
by the Company in this Quarterly Report on Form 10-Q (Quarterly Report) may be forward-looking information as defined in Section 21E of the Securities Exchange Act of 1934 (Exchange Act). Forward-looking information includes statements about the future performance of the Company and is based on management’s assumptions and beliefs in light of the information currently available to them, including as it relates to the coronavirus pandemic. When used, the words “plan,”“estimate,”“project,”“intend,”“expect,”“believe,”“will” and other similar expressions, as they relate to the Company, are intended to identify such forward-looking statements. These forward-looking statements
are subject to uncertainties and other factors that could cause actual results to differ materially from those statements including, but not limited to, the following: competitive practices and pricing in the food and drug industries generally and particularly in the Company’s principal markets; results of programs to increase sales, including private label sales; results of programs to control or reduce costs; changes in buying, pricing and promotional practices; changes in shrink management; changes in the general economy, including the economic downturn associated with the coronavirus pandemic; changes in consumer spending; changes in population, employment and job growth in the Company’s principal markets; impacts of a public health crisis or other significant catastrophic event, such as the coronavirus
pandemic; impacts of an intrusion into, compromise of or disruption in the Company’s information technology systems; and other factors affecting the Company’s business within or beyond the Company’s control. These factors include changes in the rate of inflation, changes in federal, state and local laws and regulations, adverse determinations with respect to litigation or other claims, ability to recruit and retain employees, increases in operating costs including, but not limited to, labor costs, credit card fees and utility costs, particularly electric rates, ability to construct new supermarkets or complete remodels as rapidly as planned and stability of product costs. Other factors and assumptions not identified above
could also cause the actual results to differ materially from those set forth in the forward-looking statements. Except as may be required by applicable law, the Company assumes no obligation to publicly update these forward-looking statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company does not utilize financial instruments for trading or other speculative purposes, nor does it utilize leveraged financial instruments. There have been no material changes in the market risk factors from those disclosed in the
Company’s Form 10-K for the year ended December 26, 2020.
Item 4. Controls and Procedures
As of the end of the period covered by this Quarterly 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 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 this evaluation,
the Chief Executive Officer and Chief Financial Officer each concluded that the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that such information has been accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure. There
have been no changes in the Company’s internal control over financial reporting identified in connection with the evaluation that occurred during the quarter ended March 27, 2021 that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting.
14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
As reported in the
Company’s Form 10-K for the year ended December 26, 2020, the Company is subject from time to time to various lawsuits, claims and charges arising in the normal course of business. The Company believes its recorded reserves are adequate in light of the probable and estimable liabilities. The estimated amount of reasonably possible losses for lawsuits, claims and charges, individually and in the aggregate, is considered to be immaterial. In the opinion of management, the ultimate resolution of these legal proceedings will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.
Item 2. Unregistered
Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
Shares of common stock repurchased by the Company during the three months ended March 27, 2021 were as follows (amounts are in thousands, except per share amounts):
Period
Total
Number of Shares Purchased
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs(1)
(1)Common
stock is made available for sale by the Company only to its current employees and members of its Board of Directors through the ESPP and Directors Plan and to participants of the 401(k) Plan. In addition, common stock is provided to employees through the ESOP. The Company currently repurchases common stock subject to certain terms and conditions. The ESPP, Directors Plan, 401(k) Plan and ESOP each contain provisions prohibiting any transfer for value without the owner first offering the common stock to the Company.
The Company’s common stock is not traded on an established securities market. The amount
of common stock offered to the Company for repurchase is not within the control of the Company, but is at the discretion of the stockholders. The Company does not believe that these repurchases of its common stock are within the scope of a publicly announced plan or program (although the terms of the plans discussed above have been communicated to the participants). Thus, the Company does not believe that it has made any repurchases during the three months ended March 27, 2021 required to be disclosed in the last two columns of the table.
101 The following financial information from this Quarterly Report is formatted in Extensible Business Reporting Language: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Earnings, (iii) Condensed
Consolidated Statements of Comprehensive Earnings, (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statements of Stockholders’ Equity and (vi) Notes to Condensed Consolidated Financial Statements.
16
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.
