<PAGE>
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 July 26, 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 July 26, 1997, was 425,000.
<PAGE>
JITNEY-JUNGLE STORES OF AMERICA, INC.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets
July 26, 1997 (Unaudited) and May 3, 1997 2
Condensed Consolidated Statements of Operations
Twelve (12) Week Period Ended
July 26, 1997 (Unaudited) and
Twelve (12) Week Period Ended
July 20, 1996 (Unaudited) 3
Condensed Consolidated Statements of Changes in
Stockholders' Deficit
Twelve (12) Week Period Ended
July 26, 1997 (Unaudited) and
July 20, 1996 (Unaudited) 4
Condensed Consolidated Statements of Cash Flows
Twelve (12) Week Period Ended July 26, 1997
(Unaudited) and July 20, 1996 (Unaudited) 5
Notes to Condensed Consolidated Financial Statements
July 26, 1997 (Unaudited) and
July 20, 1996 (Unaudited) 6-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-12
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 12-13
<PAGE>
PART I. ITEM 1. FINANCIAL STATEMENTS
JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(Dollars in thousands) July 26, May 3,
1997 1997
(Unaudited)
ASSETS ----------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 5,255 $ 14,426
Receivables 7,423 5,463
Inventories at LIFO 77,694 64,619
Prepaid expenses and other 6,507 1,213
Deferred income taxes 2,152 2,152
---------- ----------
Total current assets 99,031 87,873
---------- ----------
PROPERTY AND EQUIPMENT - net 169,168 171,488
---------- ----------
OTHER ASSETS - net 16,732 8,484
---------- ----------
TOTAL ASSETS $ 284,931 $ 267,845
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 60,940 $ 49,978
Accrued expenses 34,224 33,088
Current portion of capitalized leases 4,899 4,899
Current installments on long-term debt 4,923
---------- ----------
Total current liabilities 104,986 87,965
---------- ----------
Noncurrent liabilities:
Long-term debt, less current installments 206,876 208,000
Obligations under capitalized leases 58,663 59,563
Deferred income taxes 6,328 6,398
---------- ----------
Total noncurrent liabilities 271,867 273,961
---------- ----------
Commitments and contingencies
Redeemable Preferred stock (aggregate liquidation
preference value of $61,624 at July 26, 1997 and
$60,086 at May 3, 1997) 59,508 57,921
---------- ----------
Stockholders' deficit:
Class C Preferred stock - Series 1(at liquidation value) 8,663 8,502
Common stock ($.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 142,229 141,818
---------- ----------
Total stockholders' deficit (151,430) (152,002)
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 284,931 $ 267,845
========= =========
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE>
JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands Except Per Share Amounts)
<TABLE>
<CAPTION>
Twelve Weeks Ended
July 26, July 20,
1997 1996
(Unaudited) (Unaudited)
----------- ----------
<S> <C> <C>
NET SALES $ 288,978 $ 282,166
----------- ----------
COSTS AND EXPENSES:
Cost of goods sold 216,464 211,627
Direct store expenses 48,058 45,447
Warehouse, administrative
and general expenses 12,772 14,241
Interest expense - net 8,241 8,378
----------- ----------
Total costs and expenses 285,535 279,693
----------- ----------
Earnings before taxes on income 3,443 2,473
Income tax expense 1,284 921
----------- ----------
NET EARNINGS
$ 2,159 $ 1,552
=========== ==========
EARNINGS (LOSS) PER COMMON AND
COMMON EQUIVALENT SHARE
$ 0.92 $ (0.12)
=========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE>
JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE TWELVE (12) WEEK PERIODS ENDED JULY 26, 1997 (Unaudited)
AND JULY 20, 1996 (Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
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
------ ------ ------ ------ ------ ------ ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance
Apr 27, 1996 523,418 $ 49,988 76,042 $ 7,604 425,000 $ 4 $(302,326) $ 149,903
Net earnings 1,552
Accretion of
discount on
Class A
Preferred
stock 47 (47)
Merger costs 30
Balance ------- ------- ------- ------- ------- ------ ---------- ----------
Jul 20, 1996 523,418 $ 50,035 76,042 $ 7,604 425,000 $ 4 $(302,296) $ 151,408
======= ======= ======= ======= ======= ====== ========= =========
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance
May 3, 1997 523,418 $ 57,921 76,042 $ 8,502 425,000 $ 4 $(302,326) $ 141,818
Net earnings 2,159
Accretion of
discount on
Class A
Preferred
stock 48 (48)
Cumulation of
dividends on
Preferred
stock 1,539 161 (1,700)
Balance ------- ------- ------ ------ ------- ------ ---------- ---------
Jul 26, 1997 523,418 $ 59,508 76,042 $ 8,663 425,000 $ 4 $(302,326) $ 142,229
======= ======= ====== ====== ======= ====== ========= =========
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE>
JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
<TABLE>
<CAPTION>
Twelve Weeks Ended
July 26, July 20,
1997 1996
(Unaudited) (Unaudited)
OPERATING ACTIVITIES: ----------- -----------
<S> <C> <C>
Net earnings $ 2,159 $ 1,552
Adjustment to reconcile net earnings to net
cash provided by operating
activities:
Depreciation and amortization 6,982 7,062
Loss on disposition of property and other assets (3) (46)
Changes in assets and liabilities (net):
Receivables (1,960) (707)
Store and warehouse inventories (13,075) (2,034)
Prepaid expenses (371) 1,064
Accounts payable 10,962 9,663
Accrued expenses 1,136 1,550
---------- ----------
Net cash provided by operating activities 5,830 18,104
---------- ----------
INVESTING ACTIVITIES:
Capital expenditures (4,985) (6,122)
Disposal of property and other assets 81 1,097
Maturities of short-term investments 337
---------- ----------
Net cash used in investing activities (4,904) (4,688)
---------- ----------
FINANCING ACTIVITIES:
Payments on long-term debt - net (9,197) (15,826)
Merger costs 30
Payments on capitalized lease obligations (900) (263)
---------- ----------
Net cash used in financing activities (10,097) (16,059)
---------- ----------
DECREASE IN CASH AND CASH EQUIVALENTS (9,171) (2,643)
CASH AND CASH EQUIVALENTS - BEGINNING 14,426 5,676
---------- ----------
CASH AND CASH EQUIVALENTS - ENDING
$ 5,255 $ 3,033
========== ==========
NON-CASH INVESTING AND FINANCING ACTIVITIES
Insurance premium financed $ 12,996
==========
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE>
JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JULY 26, 1997 (Unaudited) AND JULY 20, 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. 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 twelve
weeks ended July 26, 1997, are not necessarily indicative of the results
which may be expected for the entire year.
2. THE RECAPITALIZATION
On March 5, 1996, Jitney-Jungle effected a recapitalization (the
"Recapitalization") pursuant to an Agreement and Plan of Exchange and of
Merger dated as of November 16, 1995 by and among Jitney-Jungle, certain of
its affiliates and JJ Acquisitions Corp. ("JJAC"), a Delaware corporation
formed by BRS. Prior to the Recapitalization, Jitney-Jungle had five
affiliates (Southern Jitney Jungle Company, McLemore's Wholesale & Retail
Stores, Inc., McCarty-Holman Co., Inc., Pump And Save, Inc. and
Jitney-Jungle Bakery, Inc., each of which was under common ownership and
management with Jitney-Jungle) and five subsidiaries (Florida Jitney-Jungle
Stores, Inc., Jitney-Jungle Wholesale Co., Inc., Jackson Jet Corporation,
Interstate Jitney Jungle Stores, Inc. and Foodway, Inc., each of which was
wholly-owned by Jitney-Jungle). In connection with the Recapitalization, the
common stock of each of Southern Jitney Jungle Company, McCarty-Holman Co.,
Inc. and Jitney-Jungle Bakery, Inc. was exchanged for newly-issued shares of
common stock of Jitney-Jungle and certain existing subsidiaries of
Jitney-Jungle were merged with and into Jitney-Jungle or another subsidiary
of Jitney-Jungle; as a result, Jitney-Jungle had four direct, wholly-owned
subsidiaries (Interstate Jitney-Jungle Stores, Inc., Southern Jitney Jungle
Company, McCarty-Holman Co., Inc. and Jitney-Jungle Bakery, Inc.) and one
indirect wholly-owned subsidiary, Pump And Save, Inc. Immediately
thereafter, JJAC was merged with and into Jitney-Jungle and the separate
existence of JJAC ceased. The shareholders of Jitney-Jungle received
consideration of $272,500 in cash and $27,500 aggregate liquidation
preference of Class B Preferred Stock. Upon completion of the
Recapitalization, 71.25%, on a fully diluted basis, of the outstanding
shares of Jitney-Jungle's Common Stock was held by the Fund Entities and
10.0%, on a fully diluted basis, continued to be held by certain
shareholders of Jitney-Jungle.
6
<PAGE>
3. LONG-TERM DEBT
<TABLE>
<CAPTION>
July 26, May 3,
1997 1997
--------- ---------
<S> <C> <C>
Senior notes at 12%, maturing in 2006 $ 200,000 $ 200,000
Revolving credit loans 8,000
Insurance premium financing at 6.5% 11,799
--------- ---------
211,799 208,000
Less current installments 4,923
--------- ---------
Long-term debt $ 206,876 $ 208,000
========= =========
</TABLE>
The Company has available a Credit Facility of $96,250 (the original total
commitment of $100,000 reduced by $1,250 on December 31, 1996, $1,250 on
March 31, 1996 and $1,250 on June 30, 1997 as per the terms of the revolving
credit agreement) under which letters of credit aggregating $10,481 were
outstanding at July 26, 1997.
4. 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 $1,700 for
the twelve weeks ended July 26, 1997. The number of shares used in computing
the earnings per share was 499,986 (including incremental shares
attributable to outstanding warrants) for the twelve weeks ended July 26,
1997 and 425,000 for the twelve weeks ended July 20, 1996. Incremental
shares attributed to outstanding warrants were not included in the
computation for the twelve weeks ended July 20,1996 as their effect on
earnings (loss) per share would be antidilutive.
5. 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 connection with the Recapitalization, the Company entered into an
agreement whereby the Fund Manager is entitled to receive $250 per year from
the Company as a management fee for the
7
<PAGE>
performance of strategic and financial planning services. The amount of the
annual management fee may be increased by up to an additional $750 per year
based upon certain performance criteria.
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:
<TABLE>
<CAPTION>
Twelve Weeks Ended
July 26, July 20,
1997 1996
--------- ---------
<S> <C> <C>
Net sales 100.0 % 100.0 %
Gross profit 25.1 25.0
Direct store expenses 16.6 16.1
Warehouse, administrative
and general expenses 4.4 5.0
Operating income 4.1 3.9
Interest expense, net 2.9 3.0
Earnings (loss) before income taxes 1.3 0.9
Provisions for income taxes 0.4 0.3
Net earnings (loss) 0.9 0.6
EBITDA 6.4 6.3
</TABLE>
8
<PAGE>
A summary of the period to period changes in certain items included in the
condensed consolidated statements of operations for the twelve week periods
ended July 26, 1997 and July 20, 1996 is as follows:
<TABLE>
<CAPTION>
Period-to-Period Changes
Twelve Weeks Ended
July 26, 1997
$ %
-------- --------
<S> <C> <C>
Net sales $ 6,812 2.41 %
Gross profit 1,975 2.80
Direct store expenses 2,611 5.75
Warehouse, administrative
and general expenses (1,469) (10.32)
Operating income 833 7.68
Interest expense, net (137) (1.63)
Earnings (loss) before income taxes 970 39.22
Provision for income taxes 363 39.41
Net earnings (loss) 607 39.11
EBITDA 803 4.51
</TABLE>
RESULTS OF OPERATIONS
NET SALES
Net sales increased $6,812 or 2.4% in the twelve week period as compared to the
corresponding period ended July 20, 1996. The net sales increase was primarily
attributable to the continued favorable results of the Jitney-Jungle Gold Card
(a frequent shopper program which was launched by the Company in January, 1997)
and sales improvements at five discount supermarkets that were converted during
the quarter (two to the conventional store format and three to the combination
store format). Same store sales increased approximately 2.3% for the twelve week
period ended July 26, 1997. The Company's store count at the end of the quarter
was 104 supermarkets (22 discount stores, 77 conventional stores and 5
combination stores) and 53 gasoline stations as compared to 104 supermarkets (30
discount stores, 72 conventional stores and 2 combination stores) and 49
gasoline stations at July 20, 1996.
9
<PAGE>
GROSS PROFIT
Gross profit for the first quarter of fiscal 1998 increased $1,975 to $72,514,
or 25.1% of net sales, compared to $70,539, or 25.0% of net sales, for the first
quarter of fiscal 1997. Gross profit increased primarily due to an increase in
sales in the first quarter of fiscal 1998.
DIRECT STORE EXPENSES
Direct store expenses were $48,058 or 16.6% of net sales and $45,447 or 16.1% of
net sales for the twelve week period ended July 26, 1997 and July 20, 1996,
respectively. Direct store expenses increased primarily due to an increase in
net sales in the first quarter of fiscal 1998. The increase in direct store
expenses as a percentage of net sales in the first quarter of fiscal 1998 was
principally due to increases in labor costs and advertising expenses associated
with the conversion of five discount stores during the quarter.
WAREHOUSE, ADMINISTRATIVE AND GENERAL EXPENSES
Warehouse, administrative and general expenses were $12,772 or 4.4% of net sales
and $14,241 or 5.0% of net sales for the twelve week period ended July 26, 1997
and July 20, 1996 respectively. The decrease in warehouse, administrative and
general expenses was primarily due to (i) a decrease in administrative labor
costs as a result of a headcount reduction implemented during the quarter, (ii)
a decrease in various expenses including travel and supplies and (iii) an
increase in backhaul income.
OPERATING INCOME
Operating income was $11,684 or 4.1% of net sales for the twelve week period
ended July 26, 1997 as compared to $10,851 or 3.9% of net sales for the twelve
week period ended July 20, 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 $18,616, or 6.4% of
net sales in the first quarter of fiscal 1998 as compared to $17,813 or 6.3% of
net sales in the first quarter of fiscal 1997. EBITDA increased primarily due to
an increase in sales in the first quarter of fiscal 1998. 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.
10
<PAGE>
NET INTEREST EXPENSE
Interest expense was $8,241 in the first quarter of fiscal 1998 as compared to
$8,378 in the first quarter of fiscal 1997. The decrease in interest expense was
primarily due to interest expense on the existing Credit Facility, which
decreased in the first quarter of fiscal 1998.
INCOME TAX EXPENSE
Income taxes were $1,284 with an effective tax rate of 37.3% for the first
quarter of fiscal 1998 and $921 with an effective tax rate of 37.2% for the
first quarter of fiscal 1997. The increase in income taxes was principally due
to higher 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
Recapitalization, however, the Company has become highly leveraged and its debt
instruments contain restrictions on its operations. At July 26, 1997,
Jitney-Jungle had $275,361 of total long-term debt (including capitalized leases
and current installments) and a shareholders deficit of $151,430.
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. Jitney-Jungle has outstanding letters of
credit with a face amount of $10,481 issued under the Credit Facility
principally to secure obligations pursuant to a capitalized lease and to secure
obligations under an existing supply contract with Topco Associates, Inc., the
Company's supplier of private label merchandise. There were no borrowings
outstanding at July 26, 1997 under the Credit Facility.
Cash provided by operating activities during the twelve week period ended July
26, 1997 was $5,830 compared to $18,104 for the twelve week period ended July
20, 1996. In the first quarter of fiscal 1998, accounts payable increased by
improving customer 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 $4,904 and $4,688 for the twelve week
period ended July 26, 1997 and July 20, 1996, respectively. Cash was primarily
used for capital expenditures. Capital expenditures were $4,985 and $6,122 for
the twelve week period ended July 26, 1997 and July 20, 1996, respectively.
Net cash used in financing activities was $10,097 for the twelve week period
ended July 26, 1997 and $16,059 for the twelve week period ended July 20, 1996.
The principal uses of funds in financing activities for the twelve week period
ended July 26, 1997 were the payment of principal on long-term debt and capital
leases obligations.
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
11
<PAGE>
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 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.
12
<PAGE>
(b) Reports on Form 8-K
On July 14, 1997, the Company filed a Current Report on Form 8-K stating
under "Item 5. Other Events" that it had entered into a Merger Agreement
with Delchamps Inc. to purchase all of the Delchamps' outstanding common
stock at a price of $30 per share. The offer is conditioned upon, among
other things, there being tendered and not withdrawn prior to the expiration
date of the offer at least two-thirds of the outstanding shares of
Delchamps' common stock. In addition, regulatory approval and consent of the
holders of the Company's senior notes are required. The Company intends to
issue up to $280 million of debt to finance the acquisition and to repay
indebtedness of Delchamps in connection with the acquisition.
13
<PAGE>
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 22, 1997
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> MAY-02-1998
<PERIOD-START> MAY-04-1997
<PERIOD-END> JUL-26-1997
<CASH> 5,255
<SECURITIES> 0
<RECEIVABLES> 7,423
<ALLOWANCES> 0
<INVENTORY> 77,694
<CURRENT-ASSETS> 99,031
<PP&E> 316,430
<DEPRECIATION> (147,262)
<TOTAL-ASSETS> 284,931
<CURRENT-LIABILITIES> 104,986
<BONDS> 0
59,508
8,663
<COMMON> 4
<OTHER-SE> (160,097)
<TOTAL-LIABILITY-AND-EQUITY> 284,931
<SALES> 288,978
<TOTAL-REVENUES> 288,978
<CGS> 216,464
<TOTAL-COSTS> 277,294
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,241
<INCOME-PRETAX> 3,443
<INCOME-TAX> (1,284)
<INCOME-CONTINUING> 2,159
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,159
<EPS-PRIMARY> .92
<EPS-DILUTED> .92
</TABLE>
