-----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, C4ukMhsignyUyFybf9wuQszr9yttPbZpgvUco+/RnNr94hfDY1jd/1MvJtgprZqw soDgwdlcGDe7s34sGDGU3Q== 0001047469-97-006585.txt : 19971203 0001047469-97-006585.hdr.sgml : 19971203 ACCESSION NUMBER: 0001047469-97-006585 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971018 FILED AS OF DATE: 19971202 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: JITNEY JUNGLE STORES OF AMERICA INC /MI/ CENTRAL INDEX KEY: 0001005408 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 640280539 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 033-80833 FILM NUMBER: 97731477 BUSINESS ADDRESS: STREET 1: 1770 ELLIS AVE STREET 2: STE 200 CITY: JACKSON STATE: MS ZIP: 39204 BUSINESS PHONE: 2125594333 MAIL ADDRESS: STREET 1: JITNEY JUNGLE STORES OF AMERICA INC STREET 2: 4315 IDUSTRIAL DR CITY: JACKSON STATE: MS ZIP: 39209 FORMER COMPANY: FORMER CONFORMED NAME: JJ ACQUISITIONS CORP DATE OF NAME CHANGE: 19951227 10-Q 1 FORM 10-Q FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Quarterly Report Pursuant To Section 13 or 15 (d) of The Securities and Exchange Act of 1934 QUARTER ENDED October 18, 1997 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 1770 Ellis Avenue, Suite 200, Jackson, MS 39204 REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE 601-965-8600 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 The number of shares of Registrant's Common Stock, par value one cent ($.01) per share, outstanding at October 18, 1997, was 425,000. JITNEY-JUNGLE STORES OF AMERICA, INC. TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Page Item 1. Financial Statements: Condensed Consolidated Balance Sheets October 18, 1997 (Unaudited) and May 3, 1997 2 Condensed Consolidated Statements of Operations Twenty-four (24) and Twelve (12) Week Periods Ended October 18, 1997 (Unaudited) and Twenty-four (24) and Twelve (12) Week Periods Ended October 12, 1996 (Unaudited) 3 Condensed Consolidated Statements of Changes in Stockholders' Deficit Twenty-four (24) Week Periods Ended October 18, 1997 (Unaudited) and October 12, 1996 (Unaudited) 4 Condensed Consolidated Statements of Cash Flows Twenty-four (24) Week Periods Ended October 18, 1997 (Unaudited) and October 12, 1996 (Unaudited) 5 Notes to Condensed Consolidated Financial Statements October 18, 1997 (Unaudited) October 12, 1996 (Unaudited) 6-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8-11 PART II. OTHER INFORMATION Item 1. Legal Proceedings 12 Item 2. Change in Securities 12 Item 3. Defaults Upon Senior Securities 12 Item 4. Submission of Matters to a Vote of Security Holders 12 Item 5. Other Information 12 Item 6. Exhibits and Reports on Form 8-K 12
PART 1. ITEM 1. FINANCIAL STATEMENTS JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in thousands) October 18, May 3, 1997 1997 (Unaudited) (Audited) ---------- --------- ASSETS Current assets: Cash and cash equivalents $ 7,840 $14,426 Receivables 17,998 5,463 Inventories at LIFO 178,037 64,619 Prepaid expenses and other 15,146 1,213 Deferred income taxes 4,925 2,152 ---------- --------- Total current assets 223,946 87,873 ---------- --------- PROPERTY AND EQUIPMENT-net 292,392 171,488 ---------- --------- Other assets Goodwill 149,933 Other assets-net 56,033 8,484 ---------- --------- Total other assets 205,966 8,484 TOTAL ASSETS $ 722,304 $ 267,845 ---------- --------- ---------- --------- LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable $ 102,237 $ 49,978 Accrued expenses 65,497 33,088 Current portion of capitalized leases 5,743 4,899 Restructuring obligations 22,768 Current installments on long-term debt 4,923 ---------- --------- Total current liabilities 201,168 87,965 ---------- --------- Noncurrent liabilities: Long-term debt, less current installments 416,519 208,000 Obligations under capitalized leases 67,213 59,563 Restructuring Obligations 66,738 Other Liabilities 2,172 Deferred income taxes 9,671 6,398 ---------- --------- Total noncurrent liabilities 562,313 273,961 ---------- --------- Commitments and contingencies 54,019 Minority Interest Redeemable Preferred stock (aggregate liquidation preference value of $63,464 at October 18, 1997 and $60,086 at May 3, 1997) 61,396 57,921 ---------- --------- Stockholders' deficit: Class C Preferred stock - Series 1 (liquidation value) 8,888 8,502 Common stock ($.01 par value, authorized 5,000,000 shares, issued and outstanding 425,000 shares) 4 4 Additional paid-in capital (302,326) (302,326) Retained earnings 136,842 141,818 ---------- --------- Total stockholders' deficit (156,592) (152,002) ---------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 722,304 $ 267,845 ---------- --------- ---------- --------- See notes to condensed consolidated financial statements.
2 JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in Thousands Except Per Share Amounts)
Twenty-four Weeks Ended Twelve Weeks Ended October 18, October 12, October 18, October 12, 1997 1996 1997 1996 (Unaudited) (Unaudited) (Unaudited) (Unaudited) ----------- ------------ ----------- ----------- NET SALES $ 665,693 $ 553,000 $ 376,715 $ 270,834 ----------- ------------ ----------- ----------- COSTS AND EXPENSES: Cost of goods sold 497,119 417,503 280,655 205,976 Direct store expenses 121,045 90,755 72,987 45,207 Warehouse, administrative and general expenses 26,226 27,195 13,454 12,955 Special charges 2,742 2,742 Interest expenses - net 18,940 16,729 10,699 8,351 ----------- ------------ ----------- ----------- Total costs and expenses 666,072 552,182 380,537 272,489 ----------- ------------ ----------- ----------- Earnings (loss) before taxes on income and extraordinary item (379) 818 (3,822) (1,655) Income tax expense (134) 305 (1,418) (616) ----------- ------------ ----------- ----------- Earnings (loss) before extraordinary item (245) 513 (2,404) (1,039) Extraordinary item, net of taxes of $518 (870) (870) ----------- ------------ ----------- ----------- NET EARNINGS (LOSS) $ (1,115) $ 513 $ (3,274) $ (1,039) ----------- ------------ ----------- ----------- ----------- ------------ ----------- ----------- EARNINGS (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE Earnings before extraordinary item (11.31) (6.67) (12.39) (6.46) Extraordinary item (0.17) ----------- ------------ ----------- ----------- $ (11.48) $ (6.67) $ (12.56) $ (6.46) ----------- ------------ ----------- ----------- ----------- ------------ ----------- ----------- See notes to condensed consolidated financial statements.
3 JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT FOR THE TWENTY-FOUR (24) WEEK PERIODS ENDED OCTOBER 18, 1997 (Unaudited) AND OCTOBER 12, 1996 (Unaudited) (Dollars in Thousands)
Class C Redeemable Preferred Stock, Preferred Stock Series 1 Common Stock Additional No. of No. of No. of Paid-In Retained Shares Amount Shares Amount Shares Amount Capital Earnings ------ ------ ------ ------ ------ ------ -------- -------- Balance Apr 27, 1996 523,418 $49,988 76,042 7,604 425,000 $ 4 (302,326) $ 149,903 Net earnings 513 Accretion of discount on Class A Preferred stock 95 (95) Cumulation of dividends on Class A Preferred stock 1,695 (1,695) Merger costs 36 Balance ------- ------ ------ ------ ------ ------ --------- --------- Oct 12, 1996 523,418 $51,788 76,042 $7,604 425,000 $ 4 $ (302,290) $ 148,626 ------- ------ ------ ------ ------ ------ --------- ---------- ------- ------ ------ ------ ------ ------ --------- ---------- Balance May 3, 1997 523,418 $57,921 76,042 8,502 425,000 $ 4 $ (302,326) $ 141,818 Net loss (1,115) Accretion of discount on Class A Preferred stock 96 (96) Cumulation of dividends on Preferred stock 3,379 386 (3,765) Balance ------- ------- ------ ------ ------ ------ ---------- --------- Oct 12, 1996 523,418 $61,396 76,042 $8,888 425,000 $ 4 $ (302,326) $ 136,842 ------- ------- ------ ------ ------ ------ ---------- --------- ------- ------ ------ ------ ------ ------ ---------- --------- See notes to condensed consolidated financial statements.
4 JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in Thousands) (Unaudited)
Twenty-four Weeks Ended October 18, October 12, 1997 1996 ----------- ------------ Operating ACTIVITIES: Net earnings (loss) $ (1,115) $ 513 Adjustment to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 16,294 14,243 Gain on disposition of property and other assets (937) (83) Deferred income tax expense (benefit) 2,439 (1) Changes in assets and liabilities net of effects from purchase of Delchamps, Inc.: Receivables (5,054) (1,627) Store and warehouse inventories (10,822) (4,786) Prepaid expenses (3,396) 2,161 Accounts payable 8,457 6,386 Accrued expenses 6,050 5,490 Restructuring obligations (164) ----------- ----------- Net cash provided by operating activities 11,752 22,296 ----------- ----------- INVESTING ACTIVITIES: Capital expenditures (17,742) (15,500) Disposal of property and other assets 7,939 1,118 Maturities of short-term investments 337 Payment of purchase of Delchamps, Inc. net of cash acquired (169,451) Increase in other assets (30,326) ----------- ----------- Net cash used in investing activities (209,580) (14,045) ----------- ----------- FINANCING ACTIVITIES: Proceeds (payments) on long-term debt - net 185,499 (4,878) Payments on capitalized lease obligations (1,737) (1,341) Other - 36 Restructuring obligations 7,480 ----------- ----------- Net cash provided (used) in financing activities 191,242 (6,183) ----------- ----------- (INCREASE) DECREASE IN CASH AND CASH EQUIVALENTS (6,586) 2,068 CASH AND CASH EQUIVALENTS - BEGINNING 14,426 5,676 ----------- ----------- CASH AND CASH EQUIVALENTS - ENDING $ 7,840 $ 7,744 ----------- ----------- ----------- ----------- NON-CASH INVESTING AND FINANCING ACTIVITIES Insurance premium financed $ 13,480 $ - ----------- ----------- ----------- ----------- See notes to condensed consolidated financial statements.
5 JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 18, 1997 (Unaudited) AND OCTOBER 12, 1996 (Unaudited) (Dollars in thousands) 1. BASIS OF PRESENTATION The unaudited condensed consolidated financial statements include those of Jitney-Jungle Stores of America, Inc. and its wholly-owned subsidiaries, Southern Jitney Jungle Company, Interstate Jitney-Jungle Stores, Inc., McCarty-Holman Co., Inc. and subsidiary, and Jitney-Jungle Bakery, Inc. The financial statements also include Delchamps Inc. (the majority owned subsidiary of Jitney-Jungle Stores of America, 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 for the year ended May 3, 1997. In the opinion of management, the accompanying unaudited condensed 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 twenty-four weeks ended October 18, 1997, are not necessarily indicative of the results which may be expected for the entire year. 2. ACQUISITION In September 1997, the Company acquired the majority of the common stock of Delchamps, Inc. Certain shareholders dissented from the merger and indicated that they will pursue their appraisal remedy under Alabama law. Management does not expect this matter to have a material affect on operations or the price of the acquisition. The acquisition was accounted for as a purchase and, accordingly, Delchamps' results of operations were included in the Company's consolidated financial statements subsequent to the acquisition date. The preliminary calculation of the fair value of assets acquired and liabilities assumed is set forth below. Management believes, however, that when the final valuation of the net assets acquired is completed, the allocation of the purchase price will not differ materially from the amounts shown below. Cash $ 84 Notes and accounts receivable 6,361 Inventory 102,595 Property, equipment and leasehold improvements 120,257 Investments and other assets 164,726 Long-term debt (77,823) Other liabilities (78,501) ----------- Net purchase price $ 237,699 ----------- ----------- 6 3. PRO FORMA INFORMATION ON THE ACQUISITION OF DELCHAMPS, INC. The following pro forma information reflects the acquisition of Delchamps, Inc. from May 3, 1997 to October 18, 1997 and from April 28, 1996 to October 12, 1996, as if the consolidation had occurred from the earliest date presented: October 18, 1997 October 12, 1996 Net Sales $ 1,067,789 $ 1,079,226 Cost of Goods Sold 794,262 824,479 Expenses net of interest 252,323 235,657 Interest 28,464 26,510 Taxes (1,847) (1,907) Net Earnings $ (5,413) $ (5,513) 4. LONG-TERM DEBT October 18, May 3, 1997 1997 ------- ------- Senior notes at 12%, maturing in 2006 $ 200,000 $ 200,000 Senior subordinated notes at 10.38%, 200,000 maturing in 2007 Revolving credit loans 10,015 8,000 Insurance premium financing at 6.5& 11,427 ------- ------- 421,442 208,000 Less current installments 4,923 ------- ------- Long-term debt $ 416,519 $ 208,000 ------- ------- ------- ------- The Company has available a Credit Facility of $150 million under which letters of credit aggregating $7,559 were outstanding at October 18, 1997. 5. EXTRAORDINARY ITEM In connection with the Delchamps acquisition, the Company retired debt (which is net of issuance cost of $1.4 million), prior to its scheduled maturity. The loss from the extinguishment of this debt has been classified as an extraordinary item in the accompanying statement of operations. 7 6. EARNINGS (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE Earnings (loss) per common and common equivalent share is based on net income (loss) after preferred stock dividend requirements and the weighted average number of shares outstanding during each interim period. Cumulative dividends not declared or paid on preferred shares amounted to $2,064 and $3,765 for the twelve weeks and twenty-four weeks ended October 18, 1997, respectively. The number of shares used in computing the earnings (loss) per share was 425,000 for the twelve weeks and twenty-four weeks ended October 18, 1997 and 425,000 for the twelve weeks and twenty-four weeks ended October 12, 1996. Incremental shares attributed to outstanding warrants were not included in the computation as their effect on earnings (loss) per share would be antidilutive. 7. COMMITMENTS AND CONTINGENCIES The Company is a party to certain litigation incurred in the 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. 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 condensed consolidated statements of operations. A table showing the percentage of net sales represented by certain items in the Company's condensed consolidated statements of operations is as follows: Twenty-four Weeks-Ended Twelve Weeks Ended Oct 18, Oct 12 Oct 18, Oct 12, 1997 1996 1997 1996 ------- ------ -------- ------ Net sales 100.0% 100.0% 100.0% 100.0 Gross profit 25.3 24.5 25.5 24.0 Direct store expenses 18.2 16.4 19.4 16.7 Warehouse, administrative and general expenses 3.9 4.9 3.6 4.8 Special Charges 0.4 1.1 Operating income 2.8 3.2 1.4 2.5 Interest expense, net 2.8 3.0 2.8 3.1 Earnings (loss) before income taxes and extraordinary item 0.0 0.2 (1.0) (0.6) Provisions for income taxes (0.1) 0.1 (0.5) (0.2) Extraordinary item (net of income tax) 0.0 0.0 Net earnings (loss) 0.1 (0.1) 0.5 0.2 EBITDA 5.7 5.7 5.1 5.1 8 A summary of the period to period changes in certain items included in the condensed consolidated statements of operations for the twenty-four and twelve week periods ended October 18, 1997 and October 12, 1996 is as follows: Period-to-Period Changes Period-to-Period Changes Twenty-four Weeks Ended Twelve Weeks Ended October 18, 1997 October 18, 1997 $ % $ % ------- ------ -------- ------ Net sales $ 112,693 20.4% $ 105,881 39.1% Gross profit 33,077 24.4 31,202 48.1 Direct store expenses 30,290 33.4 27,780 61.5 Warehouse, administrative and general expenses (969) (3.6) 499 3.9 Special Charges 2,742 n/m 2,742 n/m Operating income 1,014 5.8 181 2.7 Interest expense, net 2,211 13.2 2,348 28.1 Earnings (loss) before income taxes and extraordinary item (1,197) n/m (2,167) n/m Provision for income taxes (439) n/m (802) n/m Extraordinary item (net of income taxes) (870) n/m (870) n/m Net earnings (loss) (1,628) n/m (2,235) n/m EBITDA 6,215 19.7 5,412 39.3 (n/m - not meaningful comparison) RESULTS OF OPERATIONS NET SALES Net sales increased $105,881 or 39.1% in the twelve week period and $112,693 or 20.4% in the twenty-four week period ended October 18, 1997 as compared to the corresponding periods ended October 12, 1996. The net sales increase was primarily attributable to the acquisition of Delchamps, Inc., which accounted for $94,919 of the increase. Same store sales increased approximately .5% for the twelve week period and 1.3% for the twenty-four week period ended October 18, 1997. Excluding Delchamps, Inc. same store sales increased approximately 3.6% for the twelve weeks and 3.0% for the twenty-four weeks ended October 18, 1997. The Company's store count at the end of the quarter was 220 supermarkets (21 discount stores, 188 conventional stores and 11 combination stores) and 53 gasoline stations as compared to 105 supermarkets (30 discount stores, 73 conventional stores and 2 combination stores) and 51 gasoline stations at October 12, 1996. GROSS PROFIT Gross profit for the second quarter of fiscal 1998 increased $31,202 to $96,060, or 25.5% of net sales, compared to $64,858, or 24.0% of net sales, for the second quarter of fiscal 1997. Gross profit as a percentage of net sales was 25.3% for the twenty-four week period ended October 18, 1997 as compared to 24.5% for the corresponding period ended October 12, 1996. Gross profit increased primarily due to (i) an increase in sales (due to the Delchamps acquisition) and (ii) the implementation of better buying practices. 9 DIRECT STORE EXPENSES Direct store expenses were $72,987 or 19.4% of net sales and $45,207 or 16.7% of net sales for the twelve week period and $121,045 or 18.2% of net sales and $90,755 or 16.4% for the twenty-four week period ended October 18, 1997 and October 12, 1996, respectively. Direct store expenses increased primarily due to an increase in net sales in the second quarter of fiscal 1998. The increase in direct store expenses as a percentage of net sales in the second quarter of fiscal 1998 was principally due to the acquisition of Delchamps. In addition, increases are attributable to the increase in labor cost and advertising expenses associated with store conversions during the first and second quarters. WAREHOUSE, ADMINISTRATIVE AND GENERAL EXPENSES Warehouse, administrative and general expenses were $13,454 or 3.6% of net sales and $12,955 or 4.8% of net sales for the twelve week period and $26,226 or 3.9% of net sales and $27,195 or 4.9% of net sales for the twenty-four week period ended October 18, 1997 and October 12, 1996 respectively. The decrease in warehouse, administrative and general expenses as a percent of sales was primarily due to (i) additional sales, (ii) a decrease in administrative labor costs as a result of a headcount reduction implemented during the first quarter, and (iii) a decrease in various expenses including travel and supplies. SPECIAL CHARGES Special charges were $2,741 for the twelve and twenty-four week period ended October 18, 1997. These charges were incurred in connection with the acquisition of Delchamps. Included in these charges are $2,007 for bridge loan fees and $734 for stores that will be closed or sold. OPERATING INCOME Operating income was $6,877 or 1.8% of net sales for the twelve week period and $18,561 or 2.8% of net sales for the twenty-four week period ended October 18, 1997 as compared to $6,696 or 2.5% of net sales for the twelve week period and $17,547 or 3.2% of net sales for the period ended October 12, 1996. The increase in operating income was due to the factors discussed above. EBITDA EBITDA (net income before interest income, interest expense, income taxes, depreciation and amortization and LIFO charges/credits) was $19,189 or 5.1% of net sales in the second quarter of fiscal 1998 as compared to $13,777 or 5.1% of net sales in the second quarter of fiscal 1997. EBITDA was $37,805 or 5.7% of net sales and $31,590 or 5.7% of net sales for the twenty-four week period ended October 18, 1997 and October 12, 1996. EBITDA increased primarily due to an increase in sales. EBITDA as presented is consistent with the definition used for covenant purposes contained in the Indenture. EBITDA is a widely accepted financial indicator of a company's ability to service debt. However, EBITDA should not be construed as an alternative to operating income, net income or cash flows from operating activities (as determined in accordance with generally accepted accounting principles) and should not be construed as an indication of the Company's operating performance or as a measure of liquidity. NET INTEREST EXPENSE Interest expense was $10,699 in the second quarter of fiscal 1998 as compared to $8,351 in the second quarter of fiscal 1997 and was $18,940 and $16,729 for the twenty-four week period ended October 18, 1997 and October 12, 1996, respectively. The increase in interest expense was primarily due to interest expense on the new $200 million Senior subordinated notes issued in the second quarter of fiscal 1998. 10 INCOME TAX EXPENSE Income taxes were ($1,418) with an effective tax rate of 37.1% for the second quarter of fiscal 1998 and ($616) with an effective tax rate of 37.2% for the second quarter of fiscal 1997. Income taxes were ($134) with an effective tax rate of 35.4% and $305 with an effective tax rate of 37.3% for the twenty-four week period ended October 18, 1997 and October 12, 1996, respectively. The decrease in income taxes was principally due to lower pretax earnings. EXTRAORDINARY ITEM The extraordinary item of $1,388 ($870 net of taxes) was for cost incurred with the early retirement of debt. LIQUIDITY AND CAPITAL RESOURCES Historically, the Company has funded its working capital requirements, capital expenditures and other needs principally from operating cash flows. However, the Company has become highly leveraged and its debt instruments contain restrictions on its operations. At October 18, 1997, Jitney-Jungle had $494,398 of total long-term debt (including capitalized leases and current installments) and a shareholders deficit of $156,592. The Company's principal uses of liquidity have been to fund working capital, meet debt service requirements and finance Jitney-Jungle's strategic plans. The Company's principal sources of liquidity have been cash flow from operations and borrowings under the Credit Facility. Outstanding borrowings at October 18, 1997 were $10,015 under the Credit Facility. Cash provided by operating activities during the twenty-four week period ended October 18, 1997 was $11,752 compared to $22,296 for the twenty-four week period ended October 12, 1996. Accounts payable increased by improving terms to industry standards and inventories increased due to (i) planned remodel sales associated with store conversions, (ii) inventory service level improvements and (iii) increased purchasing of deal merchandise at a lower cost. Net cash used in investing activities was $209,580 and $14,045 for the twenty-four week period ended October 18, 1997 and October 12, 1996, respectively. Cash was primarily used for the purchase of Delchamps, Inc. and the payment of principal on long-term debt and capital lease obligations. Net cash provided by financing activities was $191,242 for the twenty-four week period ended October 18, 1997 and net cash used was $6,183 for the twenty-four week period ended October 12, 1996. The principal sources of funds in financing activities for the twenty-four week period ended October 18, 1997 were the proceeds of principal on long-term debt . The Company believes that capital expenditures for the remainder of fiscal 1998 will be financed through cash flows from operations and borrowings under its Credit Facility. Capital expenditure plans are continuously evaluated and modified from time to time depending on cash availability and other economic factors. 11 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company is a party to certain litigation incurred in the 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 SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION None. 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 On September 26, 1997, the Company filed a Current Report on Form 8-K stating under "Item 2. Acquisition or Disposition of Assets" that on September 12, 1997 Delta Acquisition Corporation, an Alabama corporation and a wholly-owned subsidiary of Jitney-Jungle Stores of America, Inc., a Mississippi corporation, purchased 5,317,510 shares of common stock, par value $.01 per share of Delchamps, Inc., an Alabama corporation, for $30.00 net per share. Also on September 26, filed under "Item 7. Financial Statements of Businesses Acquired" that the required Interim Consolidated Financial Statements under cover of Form 8-K/A will be filed no later than 60 days after the date of 8-K filing. On October 8, 1997, the Company filed a Current Report on Form 8-K stating under "Item 8. Change in Fiscal Year" that management had made a decision to change the fiscal year end from the nearest Saturday to April 30th to the nearest Saturday to December 31st. 12 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: December 2, 1997 13 EX-27.1 2 EXH-27.1
5 1,000 OTHER JAN-03-1998 JUL-27-1997 OCT-18-1997 7,840 0 17,998 0 178,037 223,946 631,777 339,385 722,304 201,168 0 61,396 8,888 4 (165,484) 722,304 376,715 376,715 280,655 367,096 2,742 0 10,699 (3,822) (1,418) (2,404) 0 (870) 0 (3,274) (12.56) (12.56)
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