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 March 28, 1998 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 May 1, 1998, was
424,150 shares.
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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
March 28, 1998 (Unaudited) and January 3, 1998 2
Condensed Consolidated Statements of Operations
Twelve (12) Week Period Ended
March 28, 1998 (Unaudited) and
Twelve (12) Week Period Ended
March 29, 1997 (Unaudited) 3
Condensed Consolidated Statements of Changes in
Stockholders' Deficit Twelve (12) Week Periods
Ended March 28, 1998 (Unauditited) and
March 29, 1997 (Unaudited) 4
Condensed Consolidated Statements of Cash Flows
Twelve (12) Week Periods Ended
March 28, 1998 (Unaudited) and
March 29, 1997 (Unaudited) 5
Notes to Condensed Consolidated Financial Statements
March 28, 1998 (Unaudited)
March 29, 1997 (Unaudited) 6-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-12
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
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<CAPTION)
PART I. ITEM 1. FINANCIAL STATEMENTS
JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
March 28, January 3,
1998 1998
(Unaudited)
ASSETS ----------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 10,203 $ 11,984
Receivables 14,017 13,833
Merchandise inventories 154,005 162,786
Prepaid expenses and other 12,909 11,570
Deferred income taxes 10,377 15,681
---------- ----------
Total current assets 201,511 215,854
---------- ----------
PROPERTY AND EQUIPMENT - net 294,974 303,774
---------- ----------
Other assets
Goodwill, net of amortization of $2,097
at March 28, 1998 and $1,105 at
January 3, 1998 150,982 142,415
Other assets - net 34,655 32,237
---------- ----------
Total other assets 185,637 174,652
---------- ----------
TOTAL ASSETS $ 682,122 $ 694,280
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 106,419 $ 112,641
Accrued expenses 71,874 102,195
Current portion of capitalized leases 6,772 6,760
Restructuring obligations 12,780 14,927
---------- ----------
Total current liabilities 197,845 236,523
Noncurrent liabilities:
Long-term debt 490,114 449,831
Obligations under capitalized leases,
excluding current installments 66,997 68,321
Restructuring obligations, excluding
current installments 37,275 40,588
Other liabilities 181
Deferred income taxes 3,875
---------- ----------
Total liabilities 792,412 799,138
Commitments and contingencies
Redeemable Preferred stock (aggregate liquidation
preference value of $66,970 at March 28, 1998 and
$65,077 at January 3, 1998) 64,983 63,042
Stockholders' deficit:
Class C Preferred stock - Series 1(at liquidation
value) 9,279 9,071
Common stock ($.01 par value, authorized 5,000,000
shares, issued 425,000 shares) 4 4
Additional paid-in capital (302,326) (302,326)
Retained earnings 117,780 125,351
---------- ----------
Total (175,263) (167,900)
Less - 850 shares in 1998 held in treasury at cost (10)
---------- ----------
Total stockholder's deficit (175,273) (167,900)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 682,122 $ 694,280
========= =========
See notes to condensed consolidated financial statements.
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JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands Except Per Share Amounts)
Twelve Weeks Ended
March 28, March 29,
1998 1997
(Unaudited) (Unaudited)
---------- ----------
NET SALES $ 474,209 $ 281,623
---------- ----------
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COSTS AND EXPENSES:
Cost of goods sold 356,052 210,937
Direct store expenses 94,223 44,803
Warehouse, administrative
and general expenses 17,382 16,246
Interest expense - net 14,690 8,355
Special Charges 544
---------- ---------
Total costs and expenses 482,891 280,341
---------- ----------
Earnings (loss) before taxes
on income (8,682) 1,282
Income tax expense (benefit) (3,260) 477
---------- ----------
NET EARNINGS (LOSS) $ (5,422) $ 805
========== ==========
EARNINGS (LOSS) PER COMMON AND
COMMON EQUIVALENT SHARE $ (17.73) $ (2.62)
========== ==========
EARNINGS (LOSS) PER COMMON AND
COMMON EQUIVALENT SHARE
ASSUMING DILUTION $ (17.73) $ (2.62)
========== ==========
See notes to condensed consolidated financial statements.
</TABLE>
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JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE TWELVE (12) WEEK PERIODS ENDED MARCH 28, 1998 (Unaudited)
AND MARCH 29, 1997 (Unaudited)
(Dollars in thousands)
Class C
Preferred Stock
Series I Common Stock Additional Treasury
No. of No. of Paid-In Retained Stock at
Shares Amount Shares Amount Capital Earnings Cost
------- ------ ------- --------- ------------ -------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance
Jan 4, 1997 76,042 $7,604 425,000 $ 4 $ (302,312) $147,513
Net earnings 805
Accretion of
discount on
Class A
Preferred stock (48)
Cumulation of
dividends on
Class A
Preferred stock (928)
Merger costs (10)
------- ------ ------- --------- ------------ -------- -------
Balance
March 29, 1997 76,042 $7,604 425,000 $ 4 $ (302,322) $147,342 $ -
======= ======= ======= ========= ============ ======== =======
Balance
Jan 3, 1998 76,042 $9,071 425,000 $ 4 $ (302,326) $125,351 $ -
Net loss (5,422)
Purchase of
850 shares of
treasury stock (10)
Accretion of
discount on
Class A
Preferred stock (48)
Cumulation of
dividends on
Preferred stock 208 (2,101)
------- ------ ------- --------- ------------ -------- -------
Balance
March 28, 1998 76,042 $9,279 425,000 $ 4 $ (302,326) $117,780 $ (10)
======= ======= ======= ========= ============ ======== =======
See notes to condensed consolidated financial statements.
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JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Twelve Weeks Ended
March 28, March 29,
1998 1997
OPERATING ACTIVITIES: __________ __________
<S> <C> <C>
Net earnings (loss) $ (5,422) $ 805
Adjustment to reconcile net
earnings (loss) to net
cash provided by (used in)
operating activities:
Depreciation and amortization 14,179 7,533
Gain on disposition of property
and other assets (39) (39)
Deferred income tax expense 1,429 49
Changes in assets and liabilities:
Receivables (184) 1,869
Store and warehouse inventories 9,561 180
Prepaid expenses (1,339) 2,669
Accounts payable (6,222) 11,834
Accrued expenses (29,334) (5,168)
Restructuring obligations (1,247)
---------- ----------
Net cash provided by
(used in) operating activities (18,618) 19,732
---------- ----------
INVESTING ACTIVITIES:
Capital expenditures (6,064) (3,093)
Proceeds from sale of property and
other assets 920 345
Purchase of Delchamps, Inc. (9,559)
Increase in other assets (3,302)
---------- ---------
Net cash used in investing
activities (18,005) (2,748)
---------- ---------
FINANCING ACTIVITIES:
Proceeds (payments) on long-term
debt - net 40,283 (15,824)
Payments on capitalized lease
obligations (1,312) (991)
Other (806)
Merger cost (10)
Purchase of treasury stock (10)
Restructuring obligations (3,313)
---------- ---------
Net cash provided by
(used in) financing activities 34,842 (16,825)
---------- ---------
(INCREASE) DECREASE IN CASH AND CASH
EQUIVALENTS (1,781) 159
CASH AND CASH EQUIVALENTS - BEGINNING
OF PERIOD 11,984 7,642
---------- ---------
CASH AND CASH EQUIVALENTS - END OF
PERIOD $ 10,203 $ 7,801
========== =========
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest $ 25,534 $ 14,555
========== =========
Cash paid for income taxes, net
of refunds $ 11 $ 5
========== =========
See notes to condensed consolidated financial statements.
</TABLE>
5
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JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 28, 1998 (Unaudited) AND MARCH 29, 1997 (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, Jitney-Jungle Bakery, Inc.,
Delchamps Inc. and subsidiary and JJ Construction Corp.
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 35 weeks ended January 3,
1998. 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
March 28, 1998, are not necessarily indicative of the results
which may be expected for the entire year.
The Company changed its fiscal year end on January 3,
1998 to the closest Saturday to December 31. Previously,
the Company reported its fiscal year end results as of the
Saturday nearest to April 30. Data included herein for the
first quarter of fiscal 1997 reflect the unaudited results of
operations for the twelve weeks ended March 29, 1997.
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 purchase price, net of cash acquired of $84, has been
allocated to the assets acquired and liabilities assumed
based upon the estimated fair values at the date of
acquisition, as set forth below. Any variation between
such amounts and the final allocation will change the
amount of goodwill recognized in connection with the
Delchamps acquisition and the related amortization
expense. The allocation could be affected by, among other
things, a final determination of amounts to be paid to
former shareholders of Delchamps who dissented from the
merger (and related professional fees) and of costs to be
incurred related to Delchamps facilities identified by
management for closure. Management believes, however
that when the final valuation of the net assets acquired is
complete, the allocation of the purchase price will not
differ materially from the amounts shown herein.
6
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<CAPTION>
<S> <C>
Receivables and other current assets $ 12,597
Inventory 94,612
Property, equipment and leasehold improvements 123,079
Deferred income tax asset 17,587
Other assets 2,106
Goodwill 153,079
Accounts payable and accrued expenses (80,543)
Notes payable and long-term debt , immediately repaid (14,463)
Capital lease obligations (15,760)
Restructuring obligation (56,281)
____________
Net purchase price $ 236,013
============
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3. RESTRUCTURING OBLIGATIONS
In connection with the Delchamps acquisition, the
Company recorded a restructuring obligation of $57,174
relating to (i) stores closed by Delchamps prior to the
acquisition; (ii) Delchamps stores to be closed after the
acquisition because of unprofitability; (iii) Company and
Delchamps stores required to be divested under a consent
decree with the Federal Trade Commission; (iv) closure of
the Delchamps headquarters in Mobile, Alabama; and (v)
closure of the Delchamps warehouse facility in Hammond,
Louisiana. The $57,174 consists of $47,127 of future
rental payments, $1,236 severance costs, $362 of loss on
divestiture of fixed assets, and $8,449 of miscellaneous
expenses related mainly to the shutdown of the Mobile and
Hammond facilities.
Of the total restructuring costs, $56,281 was recorded as
goodwill as part of the purchase price allocation in the
Delchamps acquisition and $893 was included as a special
charge in the statement of operations, $599 in the 35 weeks
ended 1-3-98 and $294 in the first quarter of fiscal 1998.
4. SPECIAL CHARGES
Special charges consisted of severance benefits of $250
and loss on stores sold under the consent decree with the
Federal Trade Commission in the Delchamps acquisition of
$294.
5. LONG-TERM DEBT
Long-term debt consisted of the following:
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<CAPTION>
March 28, March 29,
1998 1997
--------- ---------
<S> <C> <C>
Senior notes at 12%, maturing
in 2006 $ 200,000 $ 200,00
Senior subordinated notes
at 10.38% maturing in
2007 200,000
Senior Credit Facility 90,114 17,766
--------- --------
Long-term debt $ 490,114 $ 217,766
========= ========
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The Company has available a Senior Credit Facility of $150
million under which letters of credit aggregating $12,152
were outstanding at March 28, 1998.
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 $2,101 for the twelve weeks ended March 28, 1998. The
number of shares used in computing the earnings (loss) per
share was 424,150 for the twelve weeks ended March 28,
1998 and 425,000 for the twelve weeks ended March 29,
1997. 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.
8
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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:
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<CAPTION>
Twelve Weeks Ended
March 28, March 29,
1998 1997
--------- ---------
<S> <C> <C>
Net sales 100.0 % 100.0 %
Gross profit 24.9 25.1
Direct store expenses 19.9 15.9
Warehouse, administrative
and general expenses 3.7 5.8
Operating income 1.3 3.4
Interest expense, net 3.1 3.0
Special Charges 0.1
Earnings (loss) before income taxes (1.8) 0.5
Provisions for income taxes (0.7) 0.2
Net earnings (loss) (1.1) 0.3
EBITDA 4.3 6.1
</TABLE>
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 March 28, 1998
and March 29, 1997 is as follows:
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<CAPTION>
Period-to-Period Changes
Twelve Weeks Ended
March 28, 1998
$ %
-------- --------
<S> <C> <C>
Net sales $192,586 68.4 %
Gross profit 47,471 n/m
Direct store expenses 49,420 n/m
Warehouse, administrative
and general expenses 1,136 7.0
Operating income (3,085) (32.0)
Interest expense, net 6,335 75.8
Special charges 544 n/m
Earnings (loss) before income taxes (9,964) n/m
Provision for income taxes (3,737) n/m
Net earnings (loss) (6,227) n/m
EBITDA 2,997 17.4
(n/m - not meaningful comparison)
</TABLE>
RESULTS OF OPERATIONS
NET SALES
Net sales increased $192,586 or 68.4% in the twelve week
period ended March 28, 1998 as compared to the corresponding
period ended March 29, 1997. The net sales increase was
primarily attributable to the acquisition of Delchamps, Inc.
Same store sales decreased approximately 6.3% for the twelve
week period ended March 28, 1998. Same store sales were
impacted by Easter being in March last year and April this year.
In addition, sales for this quarter are matching up against strong
sales for the same period last year due to the launching of a
frequent shopper card in approximately 79 supermarkets in
January 1997. Additionally, toward the end of the first quarter
of fiscal 1998, the Company launched the frequent shopper
card in 52 Delchamps supermarkets and has launched the
frequent shopper card in the remaining Delchamps stores
subsequent to the end of the quarter. Another factor which
affected sales included 17 stores which were sold or closed
during the first quarter ended March 28, 1998 including 10
stores which were required to be sold by the Federal Trade
Commission due to the Delchamps acquisition. The
Company's store count at the end of the quarter was 200
supermarkets (20 discount stores, 169 conventional stores and
11 combination stores) and 53 gasoline stations as compared to
105 supermarkets (27 discount stores, 76 conventional stores
and 2 combination stores) and 52 gasoline stations at March 29,
1997.
GROSS PROFIT
Gross profit for the first quarter of fiscal 1998 increased
$47,471 to $118,157, or 24.9% of net sales, compared to
$70,686, or 25.1% of net sales, for the first quarter of fiscal
1997. Gross profit increased primarily due to the increase in
net sales (due to the Delchamps acquisition). The decrease in
gross profit as a percentage of net sales is principally due to
having a different product mix this year compared to last year.
DIRECT STORE EXPENSES
Direct store expenses were $94,223 or 19.9% of net sales and
$44,803 or 15.9% of net sales for the twelve week period ended
March 28, 1998 and March 29, 1997, respectively. Direct store
expenses increased primarily due to an increase in net sales
(due to the Delchamps acquisition). The increase in direct store
expenses as a percentage of net sales in the first quarter of fiscal
1998 was primarily in the areas of rent, labor and advertising
10
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expense. Rent expense in the Delchamps stores is more than
twice that of the other Company stores. The store labor
increase as a percentage of sales was principally due to the
Delchamps transition. The increase in advertising as a
percentage of sales was primarily due to the launching of the
frequent shopper card in the Delchamps stores and also
attributable to running two advertising departments (one in
Mobile, AL and the other in Jackson, MS) for part of the
quarter. The advertising department in Mobile was closed in
the first quarter of fiscal 1998.
WAREHOUSE, ADMINISTRATIVE AND GENERAL EXPENSES
Warehouse, administrative and general expenses were $17,382
or 3.7% of net sales and $16,246 or 5.8% of net sales for the
twelve week period ended March 28, 1998 and March 29, 1997
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 warehouse costs as a result of
the closing of the Hammond, LA distribution center during the
quarter and (iii) a decrease in administrative expenses as a
result of the closing of the Mobile headquarters (which was
approximately 80% complete at the end of the first quarter of
fiscal 1998).
SPECIAL CHARGES
Special charges were $544 for the twelve week period ended
March 28, 1998 consisting of severance benefits of $250 and
loss on stores sold under the consent decree with the Federal
Trade Commission in the Delchamps acquisition of $294.
OPERATING INCOME
Operating income was $6,552 or 1.4% of net sales for the
twelve week period ended March 28, 1998 as compared to
$9,637 or 3.4% of net sales for the twelve week period ended
March 29, 1997. The decrease in operating income was due to
the factors discussed above.
EBITDA
EBITDA (net income before interest income, special charges,
interest expense, income taxes, depreciation and amortization
and LIFO charges/credits) was $20,167 or 4.3% of net sales in
the first quarter of fiscal 1998 as compared to $17,170 or 6.1%
of net sales in the first quarter of fiscal 1997. 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 $14,690 in the first quarter of fiscal 1998
as compared to $8,355 in the first quarter of fiscal 1997. The
increase in interest expense was primarily due to interest
expense on the $200 million Senior subordinated notes issued
in September 1997.
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INCOME TAX EXPENSE (BENEFIT)
Income taxes were ($3,260) with an effective tax rate of 37.5%
for the first quarter of fiscal 1998 and $477 with an effective
tax rate of 37.2% for the first quarter of fiscal 1997. The
decrease in income taxes 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 and acquisition
of Delchamps, however, the Company has become highly
leveraged and has certain restrictions on its operations. At
March 28, 1998, Jitney-Jungle had $563,883 of total long-term
debt (including capitalized leases and current installments) and
a shareholders deficit of $175,273.
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 Senior Credit Facility. Outstanding
borrowings at March 28, 1998 were $90,114 under the Senior
Credit Facility.
Cash used in operating activities during the twelve week period
ended March 28, 1998 was $18,618. Cash provided by
operating activities during the twelve week period ended March
29, 1997 was $19,732. Accrued expenses decreased during the
first quarter primarily due to the payment of interest on Senior
Notes, Senior Subordinated Notes and the Senior Credit
Facility. Inventories decreased due to the consolidation of the
warehouses and the closure or sale of certain stores during the
first quarter.
Net cash used in investing activities was $18,005 and $2,748
for the twelve week period ended March 28, 1998 and March
29, 1997, respectively. Cash was primarily used for the
purchase of Delchamps, Inc. and capital expenditures.
Net cash provided by financing activities was $34,842 for the
twelve week period ended March 28, 1998 and net cash used
was $16,825 for the twelve week period ended March 29, 1997.
The principal sources of funds in financing activities for the
first quarter of fiscal 1998 were the proceeds of principal on
long-term debt. The principal uses of funds in financing
activities for the first quarter of fiscal 1998 were the payment of
capital lease obligations and restructuring 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 Senior Credit
Facility. Capital expenditure plans are continuously evaluated
and modified from time to time depending on cash availability
and other economic factors.
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.
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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 February 25, 1998, the Company filed a Current
Report on Form 8-K stating under "Item 2. Acquisition or
Disposition of Assets" that Jitney-Jungle sold ten grocery stores
to Supervalu Holdings, Inc. and affiliated companies
(Supervalu") and four grocery stores to Bruno's, Inc. (Bruno's).
The sale to Supervalu was finalized as of February 12, 1998.
The sale to Bruno's was finalized as of February 18, 1998.
SUPERVALU paid approximately $7.4 million in cash
for the equipment and inventory of ten stores located in
Gulfport (three stores), Hattiesburg (two stores), Biloxi,
Vicksburg and Waveland, Mississippi, and Pensacola, FL
(two stores). Bruno's paid approximately $2.3 million in cash for
the equipment and inventory of four stores located in Montgomery
(two stores), Prattville and Tuscaloosa, Alabama.
The sale to SUPERVALU was made pursuant to a
Federal Trade Commission ("FTC") Consent Order dated
January 29, 1998, approving the Agreement containing Consent
Order entered into on September 11, 1997, by and among
Jitney-Jungle, Delchamps, Inc., Bruckmann, Rosser Sherrill &
Co., L.P., Delta Acquisition Corporation and the FTC in
connection with the merger of Jitney-Jungle and Delchamps,
Inc.
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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: May 12, 1998
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<S> <C>
<PERIOD-TYPE> OTHER
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