<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended October 5, 1996
---------------
or
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to ______________
COMMISSION FILE NUMBER 1-6814
BIG V SUPERMARKETS, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 14-1459448
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
176 NORTH MAIN STREET,
FLORIDA, NEW YORK 10921
(Address of principal (Zip Code)
executive offices)
(914) 651-4411
(Registrant's telephone number, including area code)
NOT APPLICABLE.
(Former name, former address and former fiscal year,
if changed since last report)
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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No ________
-------
Shares of Common Stock outstanding as of November 2, 1996: 1,000 shares
This quarterly report on Form 10-Q is being filed voluntarily and shall not be
deemed to be subject to Section 18 of the Securities Exchange Act of 1934.
-1-
<PAGE>
BIG V SUPERMARKETS, INC.
FORM 10-Q FOR THE 16 WEEKS ENDED OCTOBER 5, 1996
INDEX
PART I
FINANCIAL INFORMATION
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
Item 1. Financial Statements
Unaudited Consolidated Statements of Loss. 3
Unaudited Consolidated Balance Sheets..... 4
Unaudited Consolidated Statements of Cash
Flows................................... 5
Notes to Unaudited Consolidated Financial
Statements.............................. 6-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations............................... 8-12
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.......................... 13
Item 2. Changes in Securities...................... 13
Item 3. Defaults upon Senior Securities............ 13
Item 4. Submission of Matters to a Vote of Security
Holders................................... 13
Item 5. Other Information.......................... 13
Item 6. Exhibits and Reports on Form 8-K........... 13
SIGNATURES............................................ 14
</TABLE>
-2-
<PAGE>
BIG V SUPERMARKETS, INC.
CONSOLIDATED STATEMENTS OF LOSS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Sixteen For the Sixteen For the Forty For the Forty
Weeks Ended Weeks Ended Weeks Ended Weeks Ended
October 5, 1996 October 7, 1995 October 5, 1996 October 7, 1995
----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
SALES $ 222,712,772 $ 237,275,769 $ 565,781,174 $ 591,619,118
----------------- ----------------- ----------------- -----------------
COSTS AND EXPENSES:
Costs sales (exclusive of depreciation and
amortization shown separately below) 163,017,184 174,464,632 418,871,149 437,335,304
Selling, general and administrative 47,930,445 49,844,816 118,654,380 124,388,902
Special charges 3,003,736 - 3,003,736 -
Depreciation and amortization 5,710,615 6,068,069 14,043,283 14,853,716
Interest expense, net of interest income of
$79,303 and $26,494 for the sixteen week
periods and $190,202 and $183,321 for
the forty week periods ended October 5, 1996
and October 7, 1995, respectively 7,597,748 8,553,429 19,088,299 21,115,258
----------------- ----------------- ----------------- -----------------
Total costs and expenses 227,259,728 238,930,946 573,660,847 597,693,180
----------------- ----------------- ----------------- -----------------
LOSS BEFORE INCOME TAXES (4,546,956) (1,655,177) (7,879,673) (6,074,062)
INCOME TAX BENEFIT (1,601,200) (421,500) (2,922,939) (1,845,600)
----------------- ----------------- ----------------- -----------------
NET LOSS $ (2,945,756) $ (1,233,677) $ (4,956,734) $ (4,228,462)
================= ================= ================= =================
</TABLE>
See notes to unaudited consolidated financial statements.
3
<PAGE>
BIG V SUPERMARKETS, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
OCTOBER 5, 1996 DECEMBER 30, 1995(1)
ASSETS (UNAUDITED)
- ------ -------------------- --------------------
<S> <C> <C>
CURRENT ASSETS:
Cash $ 12,068,725 $ 11,683,235
Accounts receivable 11,331,214 12,157,940
Inventories 32,584,513 34,829,395
Refundable income taxes - 144,769
Prepaid expenses 3,426,671 3,171,729
-------------------- --------------------
Total current assets 59,411,123 61,987,068
PROPERTY AND EQUIPMENT - At cost, less accumulated depreciation
and amortization of $68,090,439 at Oct 5, 1996 and $60,587,083
at December 30, 1995 72,102,380 88,974,347
GOODWILL - Less accumulated amortization of $10,449,260 at
Oct 5, 1996 and $8,901,257 at December 30, 1995 68,859,870 70,407,873
INVESTMENT IN WAKEFERN FOOD CORPORATION 10,987,372 11,634,287
WAKEFERN WAREHOUSE AGREEMENT - Less accumulated amortization of
$5,966,551 at Oct 5, 1996 and $5,171,011 at December 30, 1995 35,401,537 36,197,077
OTHER 14,807,874 15,497,754
-------------------- --------------------
TOTAL ASSETS $ 261,570,156 $ 284,698,406
==================== ====================
LIABILITIES AND STOCKHOLDER'S DEFICIT
- -------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 33,810,569 $ 41,814,974
Accrued expenses and taxes other than income taxes 14,763,797 15,073,966
Income taxes payable 2,600 -
Deferred income taxes 4,753,000 6,455,700
Current portion of long-term debt 10,360,909 9,691,548
Current portion of capitalized lease obligations 378,725 328,427
-------------------- --------------------
Total current liabilities 64,069,600 73,364,615
-------------------- --------------------
OTHER LONG-TERM LIABILITIES 5,194,035 4,916,736
-------------------- --------------------
LONG-TERM DEBT - Less current portion 169,250,255 172,158,330
-------------------- --------------------
CAPITALIZED LEASE OBLIGATIONS - Less current portion 38,973,352 44,773,557
-------------------- --------------------
DEFERRED INCOME TAXES 9,466,996 9,698,174
-------------------- --------------------
STOCKHOLDER'S DEFICIT
Common stock par value, $1.00 per share; authorized, 1,000
shares; issued, 1,000 shares 1,000 1,000
Paid-in capital 8,589,389 8,803,731
Accumulated deficit (33,974,471) (29,017,737)
-------------------- --------------------
Total stockholder's deficit (25,384,082) (20,213,006)
-------------------- --------------------
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT $ 261,570,156 $ 284,698,406
==================== ====================
</TABLE>
(1) Taken from the audited consolidated financial statements for the year ended
December 30, 1995.
See notes to unaudited consolidated financial statements.
-4-
<PAGE>
BIG V SUPERMARKETS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Forty For the Forty
Weeks Ended Weeks Ended
October 5, 1996 October 7, 1995
-------------------- ----------------------
<S> <C> <C>
CASH BALANCE AT BEGINNING OF PERIOD $ 11,683,235 $ 15,736,225
-------------------- ----------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss (4,956,734) (4,228,462)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 14,043,283 14,853,716
Amortization of deferred debt costs 897,230 921,783
Amortization of discount on debt 52,537 172,377
Deferred income taxes (1,933,878) (1,845,600)
Non-cash rent expense 529,864 743,442
Non-cash gain on sale of video equipment - (7,780)
Changes in assets and liabilities:
Increase in inventories (353,158) (1,633,400)
(Increase) decrease in prepaid expenses (533,652) 668,915
Decrease (increase) in accounts receivable 826,726 (1,657,187)
Decrease (increase) in refundable income taxes 144,769 (94,891)
Increase in other assets (487,511) (941,866)
Decrease in accounts payable (8,004,405) (8,002,590)
(Decrease) increase in accrued expenses (326,841) 122,756
Increase in income taxes payable 2,600 -
Decrease in other long term liabilities (23,459) -
-------------------- ----------------------
Net cash used in operating activities (122,629) (928,787)
-------------------- ----------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of property and equipment (5,898,085) (9,869,108)
Proceeds from sale of property, plant & equipment 8,555,244 25,766
Increase in investment in Wakefern Food Corp. (41,500) -
-------------------- ----------------------
Net cash provided by (used in) investing activities 2,615,659 (9,843,342)
-------------------- ----------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of long-term debt (7,366,179) (5,926,997)
Payments of capital lease obligations (290,361) (243,247)
Proceeds of long-term borrowings 5,763,343 12,500,000
Return of capital to Holding (214,343) (976,588)
Capital contributions from Holding - 785,220
-------------------- ----------------------
Net cash (used in) provided by financing activities (2,107,540) 6,138,388
-------------------- ----------------------
NET INCREASE (DECREASE) IN CASH 385,490 (4,633,741)
-------------------- ----------------------
CASH BALANCE AT END OF PERIOD $ 12,068,725 $ 11,102,484
==================== ======================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 20,177,620 $ 21,709,261
Income taxes $ 576,428 $ 25,866
</TABLE>
During the period ended October 5, 1996, the Company's investment in Wakefern
and notes payable to Wakefern were reduced by $688,415 as a result of the sale
of stores.
During the period ended October 7, 1995, the Company's investment in Wakefern
and notes payable to Wakefern were reduced by $97,601 as a result of a store
closing. In addition, notes for $511,785 were entered into which increased the
investment in Wakefern.
See notes to unaudited consolidated financial statements.
-5-
<PAGE>
BIG V SUPERMARKETS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
1. Basis of Presentation
---------------------
The unaudited consolidated financial statements as of and for the 16 and 40 week
periods ended October 5, 1996 have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-Q and rule 10-01 of Regulation S-X promulgated by the
Securities and Exchange Commission. The balance sheet at December 30, 1995 has
been taken from the audited financial statements as of that date. In the
opinion of management, all adjustments (consisting only of normal recurring
adjustments) which are necessary for a fair presentation of the results of
operations for the period have been made; however, these results are not
necessarily indicative of the results for the entire fiscal year. Certain
financial information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted. Accordingly, reference is made to the consolidated financial
statements and notes thereto included in the Company's annual report on Form 10-
K for the year ended December 30, 1995.
2. Income Taxes
------------
Income taxes are based on the estimated effective tax rate expected to be
applicable for the full fiscal year in accordance with Accounting Standards
Board Opinion No. 28, "Interim Financial Reporting". The income tax benefit for
the year-to-date period ended October 5, 1996, includes a benefit of $351,439
resulting from a rate differential on a federal tax carryback.
3. Sale of Stores
--------------
On January 28, 1996, the Company sold the assets and assigned the leases of its
two Connecticut stores for approximately $8.6 million (net of expenses) to the
Wakefern Food Corporation cooperative ("Wakefern"). During this fiscal quarter,
a dispute over an equipment loan on the Connecticut store assets was resolved
and final proceeds from the sale were released to the Company. The $8.6
million of proceeds received was used to reduce long-term debt and borrowings
under the revolving credit facility. The sale resulted in a loss of
approximately $69,000.
-6-
<PAGE>
4. Adoption of Accounting Standard
-------------------------------
Effective December 31, 1995, the Company adopted Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of". This Statement establishes
accounting standards for the measurement of the impairment of long-lived
assets, certain identifiable intangibles and goodwill related to those assets.
This Statement requires that an asset to be held and used by an entity be
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. The Company's
long-lived assets are not impaired based on a review of such assets.
5. Default of Loan Covenants
-------------------------
As of October 5, 1996, the Company was in default of the EBITDA and maximum
levels of capital expenditure covenants under the Amended and Restated Credit
Agreement dated December 17, 1993 among Big V Holding Corp., BV Holdings Corp.,
Big V Supermarkets, Inc. and Bankers Trust Company (agent). The Company
obtained a waiver of these covenants through January 31, 1997. The Company will
renegotiate these covenants during January 1997.
6. Special Charges
---------------
The special charges, approximating $3.0 million, consist of an increase in
reserves for and/or settlement of future lease obligations on store leases
assigned to another supermarket chain which declared bankruptcy during 1995. The
Company also wrote off costs associated with the abandonment of potential new
store sites and incurred expenses from closed store sites.
-7-
<PAGE>
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
BASIS OF PRESENTATION
The following discussion of the Company's financial condition and results
of operations should be read in conjunction with the unaudited financial
statements and notes thereto included elsewhere in this Form 10-Q.
<TABLE>
<CAPTION>
16 WEEKS ENDED 16 WEEKS ENDED 40 WEEKS ENDED 40 WEEKS ENDED
OCTOBER 5,1996 OCTOBER 7, 1995 OCTOBER 5, 1996 OCTOBER 7, 1995
-------------- --------------- --------------- ---------------
(percentage of sale)
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Sales 100.0 100.0 100.0 100.0
Gross profit 26.8 26.5 26.0 26.1
Selling, general and administrative 21.5 21.0 21.0 21.0
Special charges 1.3 0.0 0.5 0.0
EBITDA (1) 3.6 5.6 4.6 5.1
Depreciation and amortization 2.6 2.6 2.5 2.5
Interest, net 3.4 3.6 3.4 3.6
--- --- --- ---
Loss before income taxes (2.0) (0.7) (1.4) (1.0)
Income tax benefit (0.7) (0.2) (0.5) (0.3)
----- ----- ----- -----
Net loss (1.3) (0.5) (0.9) (0.7)
===== ===== ===== =====
OTHER DATA (IN MILLIONS):
EBITDA $7.9 $13.3 $26.0 $30.1
==== ===== ===== =====
Net cash used in operating
activities $(0.8) $(6.0) $(0.1) $(0.9)
====== ====== ====== ======
Net cash provided by (used in)
investing activities $(3.5) $(2.7) $0.9 $(9.8)
====== ====== ==== ======
Net cash provided by (used in)
financing activities $4.9 $6.8 $(0.4) $6.1
==== ==== ====== ====
</TABLE>
_______________
(1) EBITDA represents net earnings before interest expense, depreciation and
amortization, including non-cash losses on sale of property, plant and
equipment, income taxes and LIFO provision/credit. EBITDA is a widely accepted
financial indicator of a company's ability to service and/or incur debt, and
also represents a primary debt covenant of the Company. Noncompliance with this
covenant would represent a default under the Company's debt agreements that
could subject the Company to debt acceleration if not waived or amended. EBITDA
should not be construed as an alternative to, or a better indicator of,
operating income (as determined in accordance with generally accepted accounting
principles) or to 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.
-8-
<PAGE>
RESULTS OF OPERATIONS
16 AND 40 WEEKS ENDED OCTOBER 5, 1996 COMPARED TO 16 AND 40 WEEKS ENDED OCTOBER
7, 1995
SALES
For the 16 and 40 week periods ended October 5, 1996, total sales were
$223 million and $566 million, respectively. For the comparable periods ended
October 7, 1995, total sales were $237 million and $592 million, respectively.
Total sales decreased 6.1% for the quarter ended October 5, 1996, as
compared to the prior year, while same store sales decreased 2.3%. Total sales
decreased 4.4% for the year-to-date period ended October 5, 1996, as compared to
the prior year period, while same store sales increased .5%.
The comparable 16 and 40 week periods decrease in total sales was due to
the sale of two Connecticut stores on January 28, 1996, and the conversion of
one ShopRite store to a warehouse format. Connecticut store sales for the 16
and 40 week periods ended October 7, 1995 were $13.1 million and $34.4 million,
respectively. The current quarter's same store sales decrease of 2.3% was the
result of increased competitive activity in certain of our markets. The same
store sales trend is still favorable year to date due to aggressive promotional
activity which resulted in increased sales in the first quarter.
GROSS MARGIN
Gross margin increased .3% for the quarter ended October 5, 1996, and
decreased .1% for the year-to-date period ended October 5, 1996, from the
comparable periods of the prior year.
The margin improvement for the quarter was principally due to continued
improvement in product mix throughout the store, but particularly in the higher
margin perishable departments, reduced levels of stock loss, and a decrease in
the LIFO reserve for the quarter. This improvement was moderated by a loss of
Wakefern's incremental patronage dividend for the two Connecticut stores sold
January 28, 1996. Margins for the year-to-date period were impacted by
aggressive competitive pricing strategies in the first quarter designed to
increase sales. In addition, the Company continued its aggressive response to
competitive pricing activity during the third quarter.
-9-
<PAGE>
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses were 21.5% of sales for the
16 week period ended October 5, 1996, and 21.0% of sales for the same period
ended October 7, 1995. The 0.5% increase in the current quarter versus the
comparable quarter of last year was attributable to expenses spread over a
reduced sales base due to the disposition of the Connecticut stores.
The increase in selling, general and administrative expenses of 0.5% of
sales for the quarter compared to the prior year quarter was attributable to
increases in store labor (.2), sales tax expense (.1), data processing fees
(.1), store occupancy costs (.1), advertising (.2) and general liability
insurance expense (.2). These increases were partially offset by reductions in
other administrative expenses. General liability insurance expense was
increased $500,000 for the third quarter of 1996 to reflect an expected premium
call on policy year 1992-1993 claims. Sales tax expense was increased $400,000
based on current findings of an ongoing sales tax audit. Selling, general and
administrative expenses, as a percentage of sales, were the same for the 40 week
period ended October 5, 1996, compared to the comparable period of the prior
year.
SPECIAL CHARGES
The special charges, approximating $3.0 million, consist of an increase in
reserves for and/or settlement of future lease obligations on store leases
assigned to another supermarket chain which declared bankruptcy during 1995.
The Company also wrote off costs associated with the abandonment of potential
new store sites and incurred expenses from closed store sites.
EBITDA
EBITDA decreased to $7.9 million for the 16 week period ended October 5,
1996, compared to $13.3 million for the comparable prior year period.
EBITDA decreased to $26.0 million for the 40 week period ended October 5,
1996, compared to $30.1 million for the comparable prior year period.
The EBITDA decrease for the quarter and year-to-date period of 1996 as
compared to the comparable 1995 periods is primarily the result of the
aforementioned increase in selling, general and administrative expenses and
special charges of approximately $3.0 million.
-10-
<PAGE>
DEPRECIATION AND AMORTIZATION
Depreciation and amortization as a percentage of sales for the 16 and 40
week periods ended October 5, 1996, over the same periods of the prior year
remained constant. Expenses were lower due to the sale of the property and
equipment from the two Connecticut stores sold January 28, 1996.
INTEREST, NET
The decrease in net interest of 0.2% of sales, for the 16 and 40 week
periods ended October 5, 1996, over the same periods of the prior year, resulted
primarily from the decreased variable interest rates associated with the senior
bank term loans, paydowns of the senior bank term loans and lower average daily
borrowings under the senior bank revolving loans.
NET LOSS
Net losses were $2.9 million and $5.0 million for the 16 and 40 weeks
ended October 5, 1996, respectively, as compared to the net losses of $1.2
million and $4.2 million for the same periods ended October 7, 1995,
respectively. The increased net losses in the current quarter and year-to-date
period compared to the 1995 periods are attributable to the special charges and
the consequent lower level of EBITDA.
LIQUIDITY AND CAPITAL RESOURCES
The Company's long-term debt (including current maturities and capital
lease obligations) at October 5, 1996, was approximately $219.0 million. All
mandatory principal payments required by the various debt agreements were
satisfied during the 16 and 40 week periods ended October 5, 1996.
The Company had a working capital ratio of approximately 0.9:1 at October
5, 1996, and 0.8:1 at December 30, 1995. The increase in this ratio is the
result of a lower level of accounts payable at October 5, 1996 than at December
30, 1995. Payables are usually higher at year end as our major supplier grants
us longer payment terms for holiday and promotional product purchases. The
Company typically requires small amounts of working capital since inventory is
generally sold prior to the time that payments to Wakefern and other suppliers
are due. Therefore, cash provided from operations is frequently used for non-
current purposes such as investing in property and equipment and financing
activities.
Net cash used in operating activities was $0.1 million and $0.9 million
for the 40 week periods ended October 5, 1996, and October 7, 1995,
respectively. The cash provided by operating activities during the current 40
week period was more than offset by a reduction in working capital.
-11-
<PAGE>
Net cash provided by investing activities was $0.9 million for the 40 week
period ended October 5, 1996, as compared to net cash used in investing
activities of $9.8 million for the comparable period of the prior year. The
increase in net cash provided by investing activities during the current year
was principally due to the sale of the two Connecticut stores and a reduced
level of capital expenditures for the forty week period.
Net cash used in financing activities was $0.4 million for the 40 week
period ended October 5, 1996 as compared to net cash provided of $6.1 million
for the comparable period of fiscal 1995. The net cash used in financing
activities during the current year was primarily due to the payments of long-
term debt, including capitalized lease obligations. During the comparable
period of fiscal 1995, cash was provided by an equipment loan and increased use
of the revolving credit facility.
For the 52 weeks ending December 28, 1996, the Company estimates that its
major uses of cash will be as follows: (i) cash interest payments (including
capitalized leases) of $23.8 million; (ii) capital expenditures of $10.2
million; and (iii) scheduled debt principal payments of $8.8 million.
Management continues to believe that operating cash flow, together with
borrowings under the bank revolving credit facility and equipment financings,
will be sufficient to meet the Company's operating needs and scheduled capital
expenditures and will enable the Company to service its debt in accordance with
its terms.
The Bank Credit Agreement provides for a $26.0 million revolving credit
facility. There was $6.5 million outstanding under the revolving credit
facility at October 5, 1996, and $6.4 million was used from this facility for
letter of credit and bonding purposes. The Bank Credit Agreement also requires
that the Company maintain minimum levels of consolidated net worth, EBITDA and
fixed charge coverages, and maximum levels of capital expenditures (each as
defined in the Bank Credit Agreement). The Company was in default of the
EBITDA and maximum levels of capital expenditures covenants as of October 5,
1996. The Company obtained waivers of these covenants through January 31, 1997.
The Company will renegotiate these covenants during January 1997.
-12-
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 2. Changes in Securities
Item 3. Defaults upon Senior Securities
The Company was in default of the EBITDA and maximum levels of
capital expenditure covenants under the Amended and Restated Credit
Agreement dated December 17, 1993 among Big V Holding Corp., BV
Holdings Corp., Big V Supermarkets, Inc. and Bankers Trust Company
(agent).
On November 5, 1996, the Company obtained a waiver of these covenants
through January 31, 1997.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Not applicable.
(b) Reports on Form 8-K
Not applicable.
-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.
BIG V SUPERMARKETS, INC.
Date: November 19, 1996 /s/ James A. Toopes, Jr.
-----------------------------------
James A. Toopes, Jr., Executive
Vice President-Finance,
Administration and Corporate
Development
Date: November 19, 1996 /s/ John Onufer, Jr.
-----------------------------------
John Onufer, Jr., Vice President-
Controller
-14-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-28-1996
<PERIOD-START> DEC-31-1995
<PERIOD-END> OCT-05-1996
<CASH> 12,068,725
<SECURITIES> 0
<RECEIVABLES> 12,265,745
<ALLOWANCES> 934,531
<INVENTORY> 32,584,513
<CURRENT-ASSETS> 59,411,123
<PP&E> 140,192,819
<DEPRECIATION> 68,090,439
<TOTAL-ASSETS> 261,570,156
<CURRENT-LIABILITIES> 64,069,600
<BONDS> 169,250,255
0
0
<COMMON> 1,000
<OTHER-SE> (25,385,082)
<TOTAL-LIABILITY-AND-EQUITY> 261,570,156
<SALES> 565,781,174
<TOTAL-REVENUES> 565,781,174
<CGS> 418,871,149
<TOTAL-COSTS> 418,871,149
<OTHER-EXPENSES> 17,047,019
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 19,088,299
<INCOME-PRETAX> (7,879,673)
<INCOME-TAX> (2,922,939)
<INCOME-CONTINUING> (4,956,734)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,956,734)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
