<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 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.
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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
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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.
</TABLE>
2
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JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands Except Per Share Amounts)
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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.
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3
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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)
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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.
</TABLE>
4
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JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
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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.
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5
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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
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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
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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
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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
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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
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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
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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
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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
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> JAN-03-1998
<PERIOD-START> JUL-27-1997
<PERIOD-END> OCT-18-1997
<CASH> 7,840
<SECURITIES> 0
<RECEIVABLES> 17,998
<ALLOWANCES> 0
<INVENTORY> 178,037
<CURRENT-ASSETS> 223,946
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61,396
8,888
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<INCOME-TAX> (1,418)
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<CHANGES> 0
<NET-INCOME> (3,274)
<EPS-PRIMARY> (12.56)
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</TABLE>
