-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IV8Oj7JR0u072sIphp8tTLXmla0isZ/KosMRfvN3kH+/anjSdD1Svct7Hmf7hetY cEDtCkDlomVEeIsD+kktVg== 0001005408-96-000002.txt : 19960918 0001005408-96-000002.hdr.sgml : 19960918 ACCESSION NUMBER: 0001005408-96-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960720 FILED AS OF DATE: 19960830 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: JITNEY JUNGLE STORES INC CENTRAL INDEX KEY: 0001005408 STANDARD INDUSTRIAL CLASSIFICATION: 5411 IRS NUMBER: 133863017 STATE OF INCORPORATION: DE FISCAL YEAR END: 0429 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-80833 FILM NUMBER: 96623833 BUSINESS ADDRESS: STREET 1: 126 EAST 56TH STREET STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125594333 FORMER COMPANY: FORMER CONFORMED NAME: JJ ACQUISITIONS CORP DATE OF NAME CHANGE: 19951227 10-Q 1 FORM 10-Q FOR JITNEY JUNGLE STORES OF AMERICA FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Quarterly Report Under Section 13 or 15 (d) of The Securities and Exchange Act of 1934 QUARTER ENDED July 20, 1996 COMMISSION FILE NO. 33-80833 JITNEY-JUNGLE STORES OF AMERICA, INC. (Exact name of registrant as specified in its charter) STATE OF INCORPORATION I.R.S. EMPLOYER I.D. NO. Mississippi 64-0280539 ADDRESS OF PRINCIPAL EXECUTIVE OFFICE (INCLUDING ZIP CODE) 1770 Ellis Avenue, Suite 200, Jackson, MS 39204 REGISTRANT'S TELEPHONE NUMBER (INCLUDING AREA CODE) 601-965-8600 The number of shares of Registrant's Common Stock, par value one cent ($.01) per share, outstanding at July 20, 1996, was 425,000. 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. YES (X) NO JITNEY-JUNGLE STORES OF AMERICA, INC. TABLE OF CONTENTS PART I - FINANCIAL INFORMATION ITEM PAGE 1. Financial Statements: Condensed Consolidated Balance Sheets at July 20, 1996 (Unaudited) and April 27, 1996 2 Condensed Consolidated Statements of Earnings for the Twelve(12) Week Periods Ended July 20, 1996 (Unaudited) and July 22, 1995 (Unaudited) 3 Condensed Consolidated Statements of Changes in Stockholders' Equity for the Twelve (12) Week Periods Ended July 20, 1996 (Unaudited) and July 22, 1995 (Unaudited) 4 Condensed Consolidated Statements of Cash Flows for the Twelve (12) Week Periods Ended July 20, 1996 (Unaudited) and July 22, 1995 (Unaudited) 5 Notes to Condensed Consolidated Financial Statements July 20, 1996 (Unaudited) and July 22, 1995 (Unaudited) 6-7 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8-10 PART II - OTHER INFORMATION 1. Legal Proceedings 11 2. Change in Securities 11 3. Defaults Upon Senior Securities 11 4. Submission of Matters to a Vote of Securityholders 11 5. Other Information 11 6. Exhibits and Reports on Form 8-K 12 PART I. ITEM 1. FINANCIAL STATEMENTS JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in thousands) July 20, April 27, 1996 1996 (Unaudited) ASSETS ----------- ---------- Current assets: Cash and cash equivalents $ 3,033 $ 5,676 Short-term investments 337 Receivables 5,599 4,892 Inventories at LIFO 79,479 77,445 Prepaid expenses and other 4,091 6,783 Deferred income taxes 377 376 ---------- ---------- Total current assets 92,579 95,509 ---------- ---------- PROPERTY AND EQUIPMENT - net 172,144 173,787 ---------- ---------- OTHER ASSETS - net 9,288 9,707 ---------- ---------- TOTAL ASSETS $ 274,011 $ 279,003 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable $ 49,671 $ 44,118 Accrued expenses 23,087 19,055 Current portion of capitalized leases 4,260 4,259 ---------- ---------- Total current liabilities 77,018 67,432 ---------- ---------- Noncurrent liabilities: Long-term debt 223,233 239,059 Obligations under capitalized leases 58,879 59,143 Deferred income taxes 8,126 8,196 ---------- ---------- Total noncurrent liabilities 290,238 306,398 ---------- ---------- Commitments and contingencies Redeemable Preferred stock (aggregate liquidation preference value of $52,342) 50,035 49,988 ---------- ---------- Stockholders' equity (deficit): Class C Preferred stock - Series 1 7,604 7,604 Common stock ($.01 par value, authorized 5,000,000 shares, issued and outstanding 425,000 shares) 4 4 Additional paid-in capital (302,296) (302,326) Retained earnings 151,408 149,903 ---------- ---------- Total stockholders' equity (deficit) (143,280) (144,815) ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 274,011 $ 279,003 ========== ========== See notes to condensed consolidated financial statements. JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Dollars in Thousands Except Per Share Amounts) Twelve Weeks Ended July 20, July 22, 1996 1995 (Unaudited) (Unaudited) ----------- ----------- NET SALES $ 282,166 $ 280,170 ---------- ---------- COSTS AND EXPENSES: Cost of goods sold 214,016 217,228 Direct store, warehouse and administrative expenses 57,299 57,310 Interest expense - net 8,378 2,405 ---------- ---------- Total costs and expenses 279,693 276,943 ---------- ---------- Earnings before taxes on income 2,473 3,227 TAXES ON INCOME 921 1,209 ---------- ---------- NET EARNINGS $ 1,552 $ 2,018 ========== ========== EARNINGS (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE $ (0.12) $ 99.08 ========== ========== See notes to condensed consolidated financial statements. JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) FOR THE TWELVE WEEK PERIODS ENDED JULY 20, 1996 AND JULY 22, 1995 (Unaudited) (Dollars in thousands) Class C Preferred Stock, Series 1 Common Stock Additional No. of No. of Paid-In Retained Shares Amount Shares Amount Capital Earnings ------ ------ ------- ------ ---------- --------- BALANCE APRIL 29, 1995 20,368 $1,061 $ 1,807 $137,348 Net earnings 2,018 ------- ------ ---------- --------- BALANCE JULY 22, 1995 20,368 $1,061 $ 1,807 $139,366 ======= ====== ========== ========= BALANCE APRIL 27, 1996 76,041 $7,604 425,000 $ 4 $(302,326) $149,903 Net earnings 1,552 Accretion of discount on Class A Preferred stock (47) Merger costs 30 ------ ------ ------- ------ ---------- --------- BALANCE JULY 20, 1996 76,041 $7,604 425,000 $ 4 $(302,296) $151,408 ====== ====== ======= ====== ========== ========= See notes to condensed consolidated financial statements. JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) Twelve Weeks Ended July 20, July 22, 1996 1995 (Unaudited) (Unaudited) OPERATING ACTIVITIES: ----------- ----------- Net earnings $ 1,552 $ 2,018 Adjustment to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 7,062 6,092 Gain on disposition of property and other assets (46) (2) Deferred income tax expense (benefit) (11) Changes in assets and liabilities (net): Notes and accounts receivable (707) 1,733 Store and warehouse inventories (2,034) 768 Prepaid expenses 2,692 1,904 Accounts payable 5,553 (2,594) Accrued expenses 4,057 (893) ---------- ---------- Net cash provided by operating activities 18,129 9,015 ---------- ---------- INVESTING ACTIVITIES: Capital expenditures (6,122) (3,368) Disposal of property and other assets 1,072 73 Purchases of short-term investments (14,000) Maturities of short-term investments 337 7,300 ---------- ---------- Net cash used in investing activities (4,713) (9,995) ---------- ---------- FINANCING ACTIVITIES: Payments on long-term debt - net (15,826) (2,494) Merger costs 30 Payments on capitalized lease obligations (263) (893) ---------- ---------- Net cash used in financing activities (16,059) (3,387) ---------- ---------- DECREASE IN CASH AND CASH EQUIVALENTS (2,643) (4,367) CASH AND CASH EQUIVALENTS - BEGINNING 5,676 20,159 ---------- ---------- CASH AND CASH EQUIVALENTS - ENDING $ 3,033 $ 15,792 ========== ========== See notes to condensed consolidated financial statements. JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JULY 20, 1996 AND JULY 22, 1995 (Unaudited) (Dollars in thousands) 1. BASIS OF PRESENTATION The consolidated financial statements include those of Jitney-Jungle Stores of America, Inc. and its wholly-owned subsidiaries, Southern Jitney Jungle Company, Interstate Jitney-Jungle, Inc., McCarty-Holman Co., Inc. and subsidiary, and Jitney-Jungle Bakery, Inc. All material intercompany profits, transactions and balances have been eliminated. These interim financial statements have been prepared on the basis of accounting principles used in the annual financial statements ended April 27, 1996. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (all of which were of a normal recurring nature) necessary for a fair statement of consolidated financial position and results of operations of the Company for the interim periods. The results of operations of the Company for the twelve (12) weeks ended July 20, 1996, are not necessarily indicative of the results which may be expected for the entire year. 2. MERGER On March 5, 1996, JJ Acquisitions Corp. ("JJAC") merged with and into the Company with the Company continuing as the surviving corporation (the "Merger"). JJAC was a wholly-owned subsidiary of Bruckmann, Rosser, Sherrill & Co., L.P. (the "Fund"). Upon consummation of the Merger, the Fund and related investors received 83.82% of the Company's Common Stock and 11.76% was retained by the shareholders at the time of the Merger. The Merger was accounted for as a recapitalization which resulted in a charge to equity of $312,541 to reflect the redemption of Common Stock of the Company outstanding immediately prior to the Merger and related merger costs, including a closing fee of $4,000 paid to the Fund Manager, an affiliate of the Fund's sole General Partner. 3. ACCOUNTING STANDARD ADOPTED In 1995, the Financial Accounting Standards Board issued SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of", which is effective for fiscal years beginning after December 15, 1995, and accordingly the Company adopted this Statement after the fiscal year ended April 27, 1996. This Statement requires that long-lived assets and certain identifiable intangibles to be held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The adoption of SFAS No. 121 has not had a material effect on the Company's consolidated financial statements. 4. LONG-TERM DEBT Long-term debt consisted of the following: July 20, April 27, 1996 1996 --------- --------- Senior notes @ 12%, maturing in 2006 ........ $ 200,000 $ 200,000 Revolving credit loans ...................... 23,233 39,059 --------- --------- Long-term debt .............................. $ 223,233 $ 239,059 ========= ========= The Company has available a Credit Facility of $100,000 (under which letters of credit aggregating $10,481 and borrowings of $23,233 were outstanding at July 20, 1996). 5. EARNINGS (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE Earnings per common and common equivalent share is based on net income after preferred stock dividend requirements and the weighted average number of shares outstanding during each interim period after giving effect to incremental shares attributed to outstanding warrants to purchase common stock. Cumulative dividends not declared or paid on preferred shares amounted to $1,641 for the twelve weeks ended July 20, 1996. The number of shares used in computing the earnings per share was 499,953 for the quarter ended July 20, 1996 and 20,368 for the quarter ended July 22, 1995. 6. COMMITMENTS AND CONTINGENCIES The Company is a party to certain litigation incurred in the normal course of business. In the opinion of management, the ultimate liability, if any, which may result from this litigation will not have a material adverse effect on the Company's financial position or results of operations. In May, 1996, the Company sold the operating assets of its bakery subsidiary for $750 and received $5,250 as consideration for entering into a five year supply agreement with the purchaser of such operating assets. The total proceeds were applied against loans outstanding under the Credit Facility and will be reinvested in the construction of the new produce warehouse. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Dollars in thousands) The following is management's discussion and analysis of significant factors affecting the Company's earnings during the periods included in the accompanying consolidated statements of operations. A table showing the percentage of net sales represented by certain items in the Company's consolidated statements of operations is as follows: Twelve Weeks Ended July 20, July 22, 1996 1995 -------- -------- Net sales .................................... 100.0% 100.0% Gross profit ................................. 24.2 22.5 Direct store, warehouse and administrative expenses ............... 20.3 20.4 Operating income ............................. 3.9 2.1 Interest expense, net ........................ 3.0 .9 Earnings before income taxes ................. .9 1.2 Provision for income taxes ................... .3 .4 Net income ................................... .6 .7 A summary of the period to period changes in certain items included in the consolidated statements of operations for the twelve week periods ended July 20, 1996 and July 22, 1995 is as follows: Increase (Decrease) $ % ------ ------ Net sales .................................... $ 1,996 .71% Gross profit ................................. 5,208 8.27 Direct store, warehouse and administrative and administrative expenses ........... (11) (.02) Operating income ............................. 5,219 92.67 Interest expense, net ........................ 5,973 248.36 Earnings before income taxes ................. (754) (23.37) Provision for income taxes ................... (288) (23.82) Net income ................................... (466) (23.09) RESULTS OF OPERATIONS NET SALES Net sales increased $1,996 or .71% in the twelve week period ended July 20, 1996 as compared to the twelve week period ended July 22, 1995. The net sales increase was primarily attributable to the opening of new grocery stores and new gasoline stations. Same store sales decreased approximately .7% for the quarter. The Company's store count at July 20, 1996 was 104 grocery stores and 49 gasoline stations. GROSS PROFIT Gross profit as a percentage of net sales was 24.2% for the first quarter of fiscal 1997 as compared to 22.5% for the first quarter of fiscal 1996. The increase in gross profit was due to (1) improved procurement results due to continued enhancements and improved utilization of the Company's information systems, (2) the renegotiation of a supply contract with Fleming Companies, Inc. in January 1996 and (3) the implementation of a more traditional sales program in the first quarter 1997 as compared to the first quarter 1996. In addition, the current year LIFO provision was a credit of $100 at July 20, 1996, compared to a charge of $300 at July 22, 1995. DIRECT STORE, WAREHOUSE AND ADMINISTRATIVE EXPENSES Direct store, warehouse and administrative expenses were $57,299, or 20.3% of net sales and $57,310, or 20.4% of net sales for the twelve week period ended July 20, 1996 and July 22, 1995, respectively. The increase in depreciation and amortization ($7,062 in the first quarter 1997 as compared to $6,092 in the first quarter 1996) was offset by decreases in other direct store, warehouse and administrative expenses including advertising costs and supply expense to hold direct store, warehouse and administrative expenses flat in the first quarter of fiscal 1997 as compared to the first quarter of fiscal 1996. EBITDA EBITDA (net earnings before depreciation and amortization, interest expense, LIFO provision and income taxes) was $17,813, or 6.3% of net sales in the first quarter of fiscal 1997 as compared to $12,024 or 4.3% of net sales in the first quarter of fiscal 1996. The increase in EBITDA is due primarily to the improvement in gross profit as stated above. NET INTEREST EXPENSE Interest expense was $8,378 in the first quarter of fiscal 1997 as compared to $2,405 in the first quarter of fiscal 1996. This increase in interest expense is the result of the Company's long-term debt increasing from $34,247 at July 22, 1995 to $223,233 million at July 20, 1996 as a result of the Merger and the decrease in interest income which was approximately $53 and $580 for the twelve week periods ended July 20, 1996 and July 22,1995, respectively. INCOME TAXES Income taxes were $921 with an effective tax rate of 37.3% for the first quarter 1997 and $1,209 with an effective tax rate of 37.5% for the first quarter 1996. The decrease in income taxes for the first quarter 1997 was principally due to lower pretax earnings. LIQUIDITY AND CAPITAL RESOURCES Historically, the Company has funded its working capital requirements, capital expenditures and other needs principally from operating cash flows. Due to the Merger, however, the Company has become highly leveraged and has certain restrictions on its operations. The Company's principal sources of liquidity are expected to be cash flow from operations and borrowings under the $100,000 Credit Facility (under which letters of credit aggregating $10,481 and borrowings of $23,233 were outstanding at July 20, 1996). Cash provided by operating activities during the twelve week period ended July 20, 1996 was $18,129 compared to $9,015 for the twelve week period ended July 22, 1995. The increase in the first quarter 1997 was primarily the result of the receipt of $5,250 as consideration for entering into a five year supply agreement with the purchaser of the bakery assets and also the improved management of working capital. Net cash used in investing activities was $4,713 and $9,995 for the twelve week period ended July 20, 1996 and July 22, 1995, respectively. Cash was primarily used for capital expenditures for the first quarter 1997. Capital expenditures were $6,122 and $3,368 for the twelve week periods ended July 20, 1996 and July 22, 1995, respectively. Net cash used in financing activities was $16,059 and $3,387 for the twelve week period ended July 20, 1996 and July 22, 1995, respectively. The primary use of funds in financing activities for the first quarter 1997 was the payment of principal on long-term debt and capital lease obligations. The Company believes that capital expenditures for the remainder of fiscal 1997 will be financed through cash flow from operations and borrowings under its Credit Facility. Capital expenditures for the remainder of fiscal 1997 are expected to be approximately $18,000, of which approximately $5,500 will be used to fund construction of a new produce warehouse in Jackson, Mississippi. The balance of such planned capital expenditures primarily relates to new store openings, remodels, expansions of existing stores and to complete implementation of the Company's MIS upgrade. Capital expenditure plans are continuously evaluated and modified from time to time depending on cash availability and other economic factors. PART II. OTHER INFORMATION (Dollars in thousands) ITEM 1. LEGAL PROCEEDINGS The Company is a party to certain litigation incurred in the normal course of business. In the opinion of management, the ultimate liability, if any, which may result from this litigation will not have a material adverse effect on the Company's financial position or results of operations. ITEM 2. CHANGE IN SECURITIES None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS None. ITEM 5. OTHER INFORMATION In May 1996, the Company sold the operating assets of its bakery for $750 and received $5,250 as consideration for entering into a five-year supply agreement with the purchaser of such assets. The Company's future operating results no longer include the net income of the bakery (approximately $200 in fiscal 1996), and the Company will incur costs to purchase additional bread products from outside suppliers. However, the Company believes that it will realize a recurring benefit from a reduction in delivery expense associated with the bakery's operations (which represented a charge to the bakery primarily for use of the Company's transportation equipment and personnel). For fiscal 1996, the bakery's delivery expense was approximately $1,400. In addition, the sale of the bakery released certain transportation equipment of the Company for use in delivering the dry grocery and frozen food products which, until January 1996, had been delivered by Fleming Companies, Inc. under a supply contract. The total proceeds were applied against loans outstanding under the Credit Facility and will be reinvested in the construction of a new produce warehouse which is currently under construction and is expected to be completed in September 1996. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit No. ----------- * 27.1 Financial Data Schedule * Filed herewith. (b) Reports on Form 8-K There were no reports filed on Form 8-K during the quarter ended July 20, 1996. 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. JITNEY-JUNGLE STORES OF AMERICA, INC. (Registrant) /s/ David R. Black ------------------ David R. Black Senior Vice President - Finance, Chief Financial Officer Dated: August 28, 1996 EX-27 2 7-20-96 FINANCIALS FOR JITNEY JUNGLE
5 1,000 OTHER MAY-03-1997 APR-28-1996 JUL-20-1996 3,033 0 5,599 0 79,479 92,579 172,144 7,062 274,011 77,018 0 50,035 7,604 4 (150,888) 274,011 282,166 282,166 214,016 57,299 0 0 8,378 2,473 921 1,552 0 0 0 1,552 (.12) (.12)
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