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Executives

James Hyland

Robert A. Mariano - Chairman, Chief Executive Officer and President

Darren W. Karst - Chief Financial Officer, Executive Vice President and Assistant Secretary, Chief Financial Officer of Rac-Holding and Executive Vice President of Rac-Holding

Analysts

Scott Andrew Mushkin - Wolfe Research, LLC

Edward J. Kelly - Crédit Suisse AG, Research Division

Justin E. Kleber - Robert W. Baird & Co. Incorporated, Research Division

Roundy's (RNDY) Q3 2013 Earnings Call November 7, 2013 4:30 PM ET

Operator

Good afternoon, and welcome to Roundy's Third Quarter 2013 Earnings Conference Call. [Operator Instructions] This conference is being recorded at the request of Roundy's. If anyone has any objections, you may disconnect at this time.

I'd like to turn the call over to Mr. James Hyland. Thank you, you may begin.

James Hyland

Thank you, Erin. Good afternoon, ladies and gentlemen, and welcome to Roundy's Third Quarter 2013 Earnings Conference Call. With me today are Bob Mariano, Chairman and Chief Executive Officer; and Darren Karst, Executive Vice President and Chief Financial Officer.

Our third quarter 2013 earnings release crossed the wire at approximately 4:00 p.m. Eastern time today. If you have not received the release, it is available on the Investor Relations section of Roundy's website at www.roundys.com. This call is being webcast, and the replay will be available on the company's website as well.

Before we begin, we would like to remind everyone that the prepared remarks contain forward-looking statements, and management may make additional forward-looking statements in response to your questions. These statements do not guarantee future performance, and therefore, undue reliance should not be placed upon them.

We refer all of you to the risk factors contained in Roundy's press release issued today and the company's annual report on Form 10-K and other filings with the Securities and Exchange Commission for more detailed discussions of the factors that could cause actual results to differ materially from those projected in any forward-looking statements. Roundy's assumes no obligation to revise any forward-looking projections that may be made in today's release or call.

Also, in the company's earnings release and in today's prepared remarks, we include adjusted net income, adjusted EPS and adjusted EBITDA, which are non-GAAP financial measures within the meaning of SEC Regulation G. Reconciliation of adjusted net income, adjusted EPS and adjusted EBITDA to the most directly comparable GAAP financial measures, the other information required by Regulation G are included in the company's press release issued earlier today.

I will now turn the call over the Bob Mariano. Bob?

Robert A. Mariano

Thanks, Jim. Good afternoon, everyone, and thank you for joining us today as we discuss the results for the third quarter of 2013. I will briefly review these results and discuss certain key metrics for the quarter. Darren will then review the financial results for the quarter. And at the end, we'll have time for questions.

The third quarter results were below our expectations. As we entered the second half of the year, we anticipated better same-store sales comparisons for the third and the fourth quarters. However, effects of competitive square footage growth over the last 12 months, as well as the continued weak economy in our core markets continue to impact our results.

In addition, we made significant marketing investments during the third quarter, which increased our operating and admin expenses, which I will address in a few minutes. Conversely, we continue to see strong results from our 2 cornerstone initiatives: Perishables and Own Brand, as well as impressive results from our Mariano's banner.

Over the third quarter, net sales increased 1.1% to $984.2 million. The increase in sales was primarily due to new Mariano's stores coming online. However, the increase in total sales was offset by a 3.7% decrease in same-store sales.

Same-store sales were negatively impacted by a 4.7% decrease in customer transactions, which were largely driven by the continuing effects of competitive store openings over the last 4 quarters, and a price conscious consumer in our core markets. The discretionary spending has been tightly managed in a highly competitive environment. The 4.7% decrease in the number of customer transactions was partially offset by a 100-basis-point increase in average transaction size, with 40-basis-point sequential improvement from the second quarter of 2013.

The decrease in customer count was largely a factor of the continued effect of competitive store openings. The increase in transaction size was, once again, driven by a larger portion of our sales coming from our Mariano's stores. Mariano's has a higher transaction size than our core market stores, which we believe is driven by its higher perishable mix and stronger customer loyalty.

Regarding competitive activity in the third quarter, we had 1 new Walmart supercenter opening and 2 conventional openings in our Minneapolis-St. Paul market. We estimate that the dollar impact to our same-store sales in the quarter from new competitive square footage added over the last 12 months was approximately 260 basis points, which was comparable to last quarter.

Over the last 4 quarters, we have seen 16 competitive openings in our core markets, including 8 supercenter openings and 8 conventional openings. In a challenging economic climate where there is continued strong competition for the customer dollar, with moderate to low food inflation, we continue to see cross-shopping, which customers will -- where customers will visit multiple retail venues for the best value to fulfill their grocery needs.

During the third quarter, we made 2 major promotional investments in our core markets. First, in response to customer feedback for our loyalty program that provides more value for everyday grocery purchases, we introduced our new Fresh Perks customer reward program. As part of this program, we issued new Fresh Perk customer loyalty cards to all of our market customers, and introduced -- to introduce the program, we sponsored a 2-month long give-away promotion involving free products, cash back rewards and online sweepstakes promotion, all of which were well received by our customers. We envision the Fresh Perks program, which has a number of other value related features, to be a mainstay currency in our core market stores for the long term.

Secondly, during the quarter, we introduced our New Everyday campaign in the Milwaukee metropolitan area, in tandem with the rollout of the last group of stores in the Milwaukee market renewal project. The campaign has been in the works for a while now, but we waited to launch it. We believe it was important to start the campaign with enough history from the performance of our 14 test stores. We know that the performance of the stores match the promise of the campaign. New Everyday is a brand positioning campaign centered on the initiatives embodied by the Milwaukee market renewal. The campaign involves advertising from multiple media channels, which include TV, radio, billboards, social media, as well as other external and in-store advertising endeavors. The campaign has been well received to date, and is ongoing. The cost for both of these marketing efforts was incurred in the third quarter. Certainly, a large expense for any given quarter. However, we expect the benefit of these promotional marketing programs to be spread out over the next several quarters, and in the case of the new loyalty cards, over the next several years.

While the upfront investment is significant and somewhat unusual for any given quarter, we think the longer-term benefit will be worthwhile. In terms of order of magnitude, our marketing costs for the quarter were approximately $2.5 million higher than last year, largely due to these unusual activities.

Let me give a brief update on the Milwaukee market renewal project, which targets our 69 Milwaukee Metro area Pick 'n Save stores. The original group of test stores, which we referred to as Milwaukee 14, continued to perform well. Quarterly comps for the 14 were flat versus the prior year, and up on a year-to-date basis. On a program-to-date basis, the comps in these stores are tracking up low single digits. Both the additional 19 stores we rolled out in the second quarter, and the remaining 36 stores rolled out during the third quarter, are still at an early stage of renewal development, so their metrics aren't as meaningful yet as the original 14 stores. But the early numbers are encouraging. The promotional marketing programs that I mentioned earlier are now in place. The ongoing product, merchandising service initiatives are in place, and all of these efforts are being supported daily by the New Everyday brand campaign. Customer reaction continues to be positive, and we anticipate a positive operational financial impact in 2014, from the Milwaukee renewal.

Two of our cornerstone initiatives: Our perishable business and our Own Brand products had strong performance during the third quarter. Our perishable business accounted for 35.8% of total sales, approximately 190 basis points higher than a year ago. Our Own Brand products ended the third quarter at 23%, a 200-basis-point improvement over the last year's third quarter. Our Own Brand portfolio now consist of 6,400 products. During quarter 4, we opened 2 additional Mariano's stores, bringing the total stores to 13, with an attractive mix of 5 city Chicago locations, and 8 suburban.

Average weekly net sales per Mariano's stores for the third quarter and for the year-to-date period were approximately $1 million. With 13 stores now open, we estimate a run rate of over $650 million in sales for our Mariano's business today. Our expectations going forward, as we build new stores, so that we may have many stores whose volumes will be in the $750,000 to $800,000 per week range.

Accordingly, over the longer term, we expect the average weekly sales number for this banner to be in the range of somewhere between $850,000 and -- excuse me, $1 million per week per store. We had previously stated that our targeted 4-wall store EBITDA for our Mariano's stores has been 5%. We continue to hit our EBITDA goals, and during the third quarter, our mature stores had EBITDA rates notably higher than our 5% target. The store teams have done a great job of driving increased sales and profitability, while maintaining an efficient cost structure.

We continue to experience strong customer and community acceptance of our banner as differentiated shopping experience. We have 5 additional stores planned for 2014, which consist of 2 city stores and 3 suburban.

Let me now address the subject we receive quite a bit traffic on, the Safeway exit from the Chicago market. Safeway has announced their intent to exit the Chicago market. They are currently in the process of marketing their Chicago Dominick's assets. We are reviewing those stores, and are in the process of determining which stores could fit our strategic plan for Chicago, based on our existing network of stores and our current expansion plans for Mariano's. We are also analyzing what that could mean from a capital requirements perspective. Review is ongoing, and both internally and with our financial advisors, and if and when we have more to say on this, we will communicate accordingly at that time.

In terms of our current plan for continued expansion of the Mariano's banner in the Chicago area market, we have a pipeline of great locations either in an advanced stages of development that are under lease, or with a signed letter of intent. These are great locations that have taken a lot of effort to develop. We are very excited about their prospects. Our stated goal is to open 5 new Mariano's stores per year for the foreseeable future, and our current capital plan is structured to meet this goal. We like how we are growing strategically in the Chicago area market. We also continue to believe the Chicago area market can accommodate more than 30 organically-built Mariano's stores without regard to anything that could be acquired.

In summary, we were disappointed with the results on our core markets in the third quarter. We continue to focus on strengthening our core business, and we believe that marketing investments we made during the quarter will pay future dividends in terms of the sales and profitability. The fourth quarter sales cadence is driven by the effect of the marketing and advertising efforts during the third quarter, as well as the fact that we are starting to see some positive effects -- competitive cycling is good. The Mariano's banner continues to gain momentum, and we are excited about our 2014 store openings and our future pipeline of committed Mariano's locations. Now, I'll turn the call over to Darren. DK?

Darren W. Karst

Thanks, Bob, and good afternoon, everyone. As Bob noted, net sales for the third quarter of 2013 were at $984 million, an increase of $10.6 million, or 1.1% from $974 million for the third quarter of 2012.

Gross profit for the third quarter of 2013 increased 0.8%, to $253 million from $251 million in the same period last year.

Gross profit as a percentage of net sales was 25.7% for the third quarter of 2013, compared to 25.8% in the same period last year.

Decrease in gross profit as a percentage of net sales primarily reflects increased shrink, partially offset by an increased perishable sales mix. We continue to work towards managing our shrink levels to enhance margins, while balancing that against maintaining and growing top line sales.

Operating and administrative expenses for the third quarter of 2013 increased to $235 million from $226 million in the same period last year.

Operating and administrative expenses as a percentage of net sales increased to 23.9% in the third quarter of 2013 from 23.2% in the same period last year.

As Bob pointed out earlier, this increase was due in large part to increased marketing costs, related to the rollout of our Fresh Perks in Milwaukee renewal marketing campaign.

Also, we incurred increased bonus expense, increased occupancy and labor costs related to new stores, as well as reduced fixed cost leverage in the company's core business, resulting from lower sales in the core.

Increased bonus expense compared to the prior year was primarily due to an accrual adjustment last year that reduced the expense and actually created a credit in the prior-year quarter. So for the quarter, this expense was about $3.5 million higher than the prior year comparable quarter.

Interest expense for the third quarter was $11.4 million, relatively flat with last year's number of $11.6 million.

For the third quarter of 2013, net income was $3.8 million, or $0.08 diluted net earnings per common share, compared to net income of $7.9 million, or $0.18 diluted net earnings per common share for the third quarter of 2012.

Adjusted EBITDA for the third quarter was $34.2 million, compared to $43.1 million in the third quarter of 2012. The decrease was primarily due to the effect of competitive openings over the last 4 quarters, weak economic environment in our core markets and increased operating and administrative expenses discussed earlier.

Effective income tax rate was 39.2% for the third quarter of 2013, versus 39.4% for the third quarter of 2012.

Capital expenditures for the third quarter were $11.3 million, compared to $24.1 million in the third quarter of 2012. The change year-over-year was primarily attributable to the timing of new store openings.

Reviewing our 2013 first 9 months results. Net sales were $2,948,000,000 for the 39 weeks ended September 28, 2013, an increase of $39 million, or 1.4% from the 39 weeks ended September 29, 2012.

The increase primarily reflects the benefit of new stores, partially offset by a 2.8% decrease in same-store sales and the effect of 3 stores, which we closed earlier in 2013.

The decline in same-store sales was due to a 4.9% decrease in the number of customer transactions, partially offset by a 2.3% increase in average transaction size. Same-store sales comparisons were negatively impacted by competitive store openings, mix shift to greater generic pharmacy sales and the soft economic environment that continues to impact customer demand in the company's core markets versus the same period last year.

Adjusted EBITDA for the 39 weeks ended September 28, 2013 was $129.4 million, compared to $152 million in the 39 weeks ended September 29, 2012. The decrease was primarily due to the effect of competitive openings over the last 4 quarters, the weak economic environment in the core markets and increased shrink in operating expenses discussed earlier.

Net cash flows provided by operating activities for the 39 weeks ended September 28, 2013 were $63 million, compared to net cash flows provided by operating activities of $48.4 million during the comparable 2012 period.

The increase in cash provided by operating activities was due primarily to decreased inventory levels and the timing of payments for interest, offset by a lower net income.

Our total long-term debt at the end of the third quarter was $678 million, down from $686 million at the end of fiscal 2012. We had no borrowings outstanding under our revolving credit facility, and we were in compliance with all covenants under our credit agreement. At quarter end, our total debt-to-EBITDA ratio under our credit agreement was 3.65x, while our interest coverage ratio was 3.9x.

As of September 28, 2013, we had $78 million in cash and cash equivalents, $97 million of availability under our revolving credit facility which provides us with significant liquidity.

Today, we announced that our Board of Directors approved a quarterly cash dividend of $0.12 per share. Future declarations are subject to board approval, and may be adjusted as business needs or market conditions change. As Bob stated, our core market performance for the third quarter was below expectations, so we are adjusting our expectations for our full year 2013 results.

For our total sales growth, we are now expecting 1.5% to 1.75% growth, and for same-store sales, we are expecting negative 2.75% to 2.5%. For adjusted EBITDA, we are expecting $168 million to $171 million, and for adjusted EBITDA margin, 4.3%.

For diluted earnings per share, we're now expecting $0.71 to $0.73 per share. We expect guidance for interest expense, income tax rate and capital expenditures to remain the same. Going forward, our focus is twofold: First, we have a significant opportunity to drive more traffic in our core markets. To that end, we made major marketing investments in our core markets with particular emphasis in the Milwaukee market renewal. We've been closely tracking operational and financial metrics from our 14 Milwaukee market renewal test stores over a 9-month period. Comps in these stores are tracking upward in a very challenging economic and competitive environment, and we are convinced that the marketing initiatives we invested in this quarter will be successful over time throughout the entire 69 Pick 'n Save stores in the Milwaukee metro area.

Secondly, sales and profitability trends continue to exceed expectations in our Chicago market under our Mariano's banner. We intend to continue capitalize on that success with further banner expansion.

That concludes my comments. And at this time, we'd like to open up the call for questions.

Robert A. Mariano

Operator?

Question-and-Answer Session

Operator

[Operator Instructions] Our first question comes from Scott Mushkin with Wolfe Research.

Scott Andrew Mushkin - Wolfe Research, LLC

So a couple of questions for you. I guess, Bob, I appreciate the commentary around Dominick's. But I wanted to get to the dividend, and wanting to understand -- I know we had a cut awhile back, and I know its been safe, but if maybe Darren can kind of give us a flavor, kind of where we stand that way with some of the rules associated with what you guys can do there? That'd be real helpful with the cut in guidance. And the other thing is, is -- just kind of popped into my head is, and it's for Bob, would you consider adjusting the dividend if need be to get your hands on some of those Dominick's stores? Those kind of 2 -- but I have another question, too, but I'll start there if that's okay.

Darren W. Karst

Scott, I guess I'll take the first question. I mean, based on the current dividend level, the credit agreement certainly allows that -- allows that level of dividend. I mean, I think, as we've said before, whatever we pay in terms of a dividend is subject to the board's assessment, and that's an ongoing assessment that they make every quarter. I mean, on the second part of the question, Bob?

Robert A. Mariano

Yes. I mean, would tell you, with respect to -- I mean, anything we may or may not do with Dominick's is still -- I think we said -- what we can say at this time, and that is, we're investigating the opportunity and trying to figure out what the requirements may be. I think we'd be premature to have any discussion about dividend effect or no effect if we do something else.

Scott Andrew Mushkin - Wolfe Research, LLC

Okay, perfect. Fair enough. So the second, I guess maybe a two-part question here is -- and I think, I heard you right, Bob, about the Mariano's in $800,000 to $850,000 or something you said on the weekly sales. If my memory served me correct, it's a little bit lower than I remember some of the first stores were running, so I just kind of wanted to say did I hear that right? And secondly, what's driving that? And then my second question really goes to Copps. Can they go positive, really? Even though you guys are making a lot of efforts to do that, in the climate of very low inflation, tough competitive environment, with a lot of competitive openings. Is that even a realistic expectation? So I guess 2 more, and then I'll yield.

Robert A. Mariano

Sure. I think in -- and perhaps I confused the matter. Right now, for quarter 3, the Mariano's stores average $1 million per week. What we're trying to say with our other commentary is that new stores will probably open in the range of $750,000 to $800,000, and maturing to $850,000 to $1 million a week. Okay?

Scott Andrew Mushkin - Wolfe Research, LLC

Okay, that's perfect. That's great clarity. And then...

Robert A. Mariano

Perhaps, I didn't say it quite well. Now as far as whether or not we can get to positive comps, I would tell you, we certainly -- as Darren said, with respect to our Milwaukee 14, we have achieved flat, almost positive comps in those stores, and so by efforts that we're taking. So we're energized that we can turn it to slightly positive in a very low inflation, tough economic environment. So that's part of what we're working on, but it's like -- I think everybody knows, it's a lot of work and it's slow going. We have enough examples of that, the positive results so far.

Operator

Our next question comes from Edward Kelly with Crédit Suisse.

Edward J. Kelly - Crédit Suisse AG, Research Division

A few questions for you. Just, Bob, on the Milwaukee 14, sales performance has been better. Can you talk about the EBITDA performance? And then, just generally, how are customers responding to the efforts that you're doing there? And maybe could you even provide a little bit more color around the marketing focus that you mentioned?

Robert A. Mariano

Yes. With respect to customers' response, we have done consumer research in these stores to -- besides our financial metrics, and to get a sense of what the customer is thinking. And the customer has been positive about -- and in fact, has helped us refine things that we're doing in the stores. So, we'll continue to research the customer to get better in tune with what exactly it is they're looking for, what we're doing right, what we're not doing quite right. So that's been invaluable to us to further grow the results in the 14 and the Milwaukee 69 in total. With respect to EBITDA...

Darren W. Karst

And with respect to the EBITDA, the EBITDA is still a little bit down from last year on those stores, but it's materially better than the core, probably 5% to 6% better than kind of core store trends. So, it is positive and encouraging. That's even with incrementally more labor investment in those stores which we put in those -- in these stores.

Edward J. Kelly - Crédit Suisse AG, Research Division

So those stores, even though the overall company's EBITDA, the rate of decline at least as you this quarter, hasn't bottomed yet, but it has bottomed in the Milwaukee 14?

Darren W. Karst

Yes, it has, I think, in those stores.

Robert A. Mariano

Yes.

Edward J. Kelly - Crédit Suisse AG, Research Division

Okay. And then, Bob, as you think about Mariano's concepts, and I don't know how much of this you can answer and how much you can't, but how do you think about buy versus build within that marketplace? How do the economics vary? And obviously, you're looking for a certain type of store site. Could you just provide some sense as to how you think about that?

Robert A. Mariano

I think what we try to do is look at the sites and look for what we would characterize as irreplaceable type of sites, and that's what I would tell you we will focus on. I mean, if you kind of reflect, that when we first started the Mariano's, we described to you how selective we were about locations. And so, we would be very consistent in that. And as we evaluate the opportunity, we would be very disciplined and specific to look at the locations to be able to provide the same type of store we do everyplace else in areas that are -- would be difficult to find locations in.

Edward J. Kelly - Crédit Suisse AG, Research Division

Great. And do you have the -- just kind of thinking about the company in total, the management resources, financial resources to grow Mariano's more meaningfully in a shorter period of time? Do you think that you could -- that you have the resources to really do that?

Robert A. Mariano

I think the capital plan certainly anticipates the 5 stores each year and is built around that. Again, to hypothesize anything in terms of capital structure, if we do anything, again would be conjecture at this point. In terms of people we -- I would tell you, we've been able to do what we've done by acquiring external talent, as well as moving internal talent. So we continue to have a strong bench of people. And we continue to put people on that bench to be able to step into more senior roles.

Edward J. Kelly - Crédit Suisse AG, Research Division

And Bob, as you think about that market, how much leverage is there in Chicago through adding more stores? I think your leveraging distribution that's related to your core business. But I have to imagine the incremental EBITDA on a new store pretty much drops to the bottom line, is that all correct?

Robert A. Mariano

Yes. Because there's no cannibalization. I mean, it's all pure incremental EBITDA.

Operator

Next question comes from Peter Benedict with R W Baird.

Justin E. Kleber - Robert W. Baird & Co. Incorporated, Research Division

It's Justin Kleber on for Pete. First off, just -- you mentioned the improved sales cadence throughout 3Q, and encouraged to hear that's continued in the fourth quarter. I guess I was just curious, is the uplift that you're seeing in comps driven more by improved traffic, or is it average ticket?

Robert A. Mariano

We're seeing some additional traffic now, Justin.

Justin E. Kleber - Robert W. Baird & Co. Incorporated, Research Division

Okay, great. Thinking about the initial Milwaukee 14 locations continuing to outperform the chain here, I guess, anything particular about those locations, just in terms of competition or demographics that would cause those stores to perform better than the remaining 55 stores that I guess, are still kind of gaining traction here?

Darren W. Karst

No, there really isn't, Justin. I mean, in general, all of these stores have been impacted by kind of the same issues that we're confronting in Milwaukee. So there isn't anything materially different about these stores. It's just, they've been on the program longer.

Justin E. Kleber - Robert W. Baird & Co. Incorporated, Research Division

And then Darren, one last one for you. As you think about that $2.5 million, I guess, in marketing spend this quarter, I mean, are those expenses more one-time startup costs related to these promotional investments, or is there a portion of those costs that just linger on, and are built into the P&L going forward?

Darren W. Karst

Well, I mean some -- I would say most of them were unusual for the quarter. So things like having to issue all the new cards, a couple million cards to customers. That's all kind of a cost that you wouldn't normally see very often anyway. The ad campaign that we did -- that we have launched in the Milwaukee market, we don't produce those kind of things frequently. Not to say we wouldn't necessarily do something new next year, but that's our campaign for now. So, yes, those kind of things are, I guess, infrequent.

Justin E. Kleber - Robert W. Baird & Co. Incorporated, Research Division

So it's not just a step change in the marketing spend going forward?

Darren W. Karst

No. Certainly not that.

Robert A. Mariano

No.

Operator

We have no further questions at this time.

Robert A. Mariano

Thank you, operator. I want to thank everybody for being on the call with us today. And I want to thank all our employees, our trading partners, shareholders, but most importantly, all the customers that continue to support us day in and day out. We appreciate your interest in Roundy's, and we look forward to sharing our progress with you next quarter. Thanks, everybody, and have a wonderful day.

Operator

Thank you for your participation on today's call. You may disconnect your line at this time.

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