<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 10, 2000
-------------
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 executive offices) (Zip Code)
(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 July 25, 2000: 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.
<PAGE>
BIG V SUPERMARKETS, INC.
FORM 10-Q FOR THE 12 AND 24-WEEKS ENDED JUNE 10, 2000
INDEX
<TABLE>
<CAPTION>
PART I
FINANCIAL INFORMATION
PAGE NO.
--------
<S> <C>
Item 1. Financial Statements
Unaudited Consolidated Statements of Income (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 - 11
PART II
OTHER INFORMATION
Item 1. Legal Proceedings....................................................... 12
Item 2. Changes 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
SIGNATURES ....................................................................... 13
</TABLE>
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<PAGE>
BIG V SUPERMARKETS, INC.
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(In Thousands)
<TABLE>
<CAPTION>
UNAUDITED
-------------------------------------------------------------------
Twelve Twelve Twenty-Four Twenty-Four
Weeks Ended Weeks Ended Weeks Ended Weeks Ended
June 10, 2000 June 12, 1999 June 10, 2000 June 12, 1999
-------------- ------------- -------------- --------------
<S> <C> <C> <C> <C>
SALES $222,900 $192,711 $445,767 $383,408
-------- -------- -------- --------
COSTS AND EXPENSES:
Cost of Sales (exclusive of depreciation and
amortization shown separately below) 162,738 141,427 329,105 281,558
Selling, general and administrative 47,841 40,718 93,583 82,402
Depreciation and amortization 5,532 3,840 10,555 7,590
Interest expense, net of interest income of $92 and
$109 for the 12-week periods and $216 and $211
for the 24-week periods ended June 10, 2000
and June 12, 1999, respectively 6,834 5,244 13,290 10,365
-------- -------- -------- --------
Total costs and expenses 222,945 191,229 446,533 381,915
-------- -------- -------- --------
(LOSS) INCOME BEFORE INCOME TAXES
AND EXTRAORDINARY CHARGE (45) 1,482 (766) 1,493
INCOME TAX (BENEFIT) EXPENSE (13) 1,013 (300) 1,202
-------- -------- -------- --------
(LOSS) INCOME BEFORE EXTRAORDINARY CHARGE (32) 469 (466) 291
EXTRAORDINARY CHARGE, net of tax benefit of $246 - - - 547
-------- -------- -------- --------
NET (LOSS) INCOME $ (32) $ 469 $ (466) $ (256)
======== ======== ======== ========
</TABLE>
See notes to unaudited consolidated financial statements.
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<PAGE>
BIG V SUPERMARKETS, INC.
CONSOLIDATED BALANCE SHEETS
(In Thousands)
<TABLE>
<CAPTION>
(UNAUDITED)
JUNE 10, 2000 DECEMBER 25, 1999 1
-------------- --------------------
<S> <C> <C>
ASSETS
------
CURRENT ASSETS:
Cash $ 19,341 $ 21,604
Accounts receivable 18,068 18,748
Inventories 50,398 47,672
Refundable income taxes 2,008 1,995
Prepaid expenses and other current assets 5,416 4,303
Asset held for sale - 4,713
-------- --------
Total current assets 95,231 99,035
PROPERTY AND EQUIPMENT - At cost, less accumulated
depreciation and amortization of $106,083 at June 10, 2000
and $99,117 at December 25, 1999 75,017 69,336
GOODWILL - Less accumulated amortization of $18,344 at
June 10, 2000 and $17,041 at December 25, 1999 73,914 73,957
INVESTMENT IN WAKEFERN FOOD CORPORATION 15,665 15,625
WAKEFERN WAREHOUSE AGREEMENT - Less accumulated
amortization of $10,135 at June 10, 2000 and $9,387 at
December 25, 1999 40,033 40,781
OTHER ASSETS 14,146 13,720
-------- --------
TOTAL ASSETS $314,006 $312,454
======== ========
LIABILITIES AND STOCKHOLDER'S DEFICIT
-------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 49,093 $ 57,128
Accrued expenses and taxes other than income taxes 16,441 22,584
Deferred income taxes 7,300 7,300
Current portion of long-term debt 17,437 18,723
Current portion of capitalized lease obligations 1,405 1,303
-------- --------
Total current liabilities 91,676 107,038
-------- --------
OTHER LONG-TERM LIABILITIES 16,145 15,038
-------- --------
LONG-TERM DEBT - Less current portion 211,377 193,904
-------- --------
CAPITALIZED LEASE OBLIGATIONS - Less current portion 23,962 24,665
-------- --------
DEFERRED INCOME TAXES 2,348 2,645
-------- --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDER'S DEFICIT
Common stock, par value, $1.00 per share; authorized, 1,000
shares; issued, 1,000 shares 1 1
Paid-in capital 7,734 7,934
Accumulated deficit (39,237) (38,771)
-------- --------
Total stockholder's deficit (31,502) (30,836)
-------- --------
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT $314,006 $312,454
======== ========
</TABLE>
/1/ Taken from the audited consolidated financial statements for the year ended
December 25, 1999.
See notes to unaudited consolidated financial statements.
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<PAGE>
BIG V SUPERMARKETS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
<TABLE>
<CAPTION>
UNAUDITED
-------------------------------------------
For the Twenty-Four For the Twenty-Four
Weeks Ended Weeks Ended
June 10, 2000 June 12, 1999
------------- -------------
<S> <C> <C>
CASH BALANCE, BEGINNING OF PERIOD $ 21,604 $ 15,674
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss (466) (256)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 10,555 7,590
Amortization of deferred debt costs 711 444
Write-off of unamortized deferred financing costs - 793
Accretion of discount on debt 36 49
Noncash rent expense 511 521
Deferred income taxes (297) (306)
Changes in assets and liabilities:
Decrease in accounts receivable 680 1,031
Increase in inventories (1,888) (1,895)
(Increase) decrease in refundable income taxes (13) 630
(Increase) in prepaid expenses (1,093) (1,026)
Decrease (increase) in assets held for sale - (147)
Increase in other assets (1,169) (261)
Decrease in accounts payable (8,035) (2,310)
Decrease in accrued expenses (6,143) (2,422)
Increase in income tax payable - 572
Increase (decrease) in other long-term liabilities 596 (445)
-------- --------
Net cash (used in) provided by operating activities (6,015) 2,562
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of property and equipment (14,149) (3,324)
Acquisitions of business (352) -
Investment in Wakefern Food Corp. (40) -
Proceeds from the sale of assets 4,713 2
-------- --------
Net cash used in investing activities (9,828) (3,322)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term borrowings 6,000 60,000
Proceeds from revolver borrowings 15,200 -
Principal payments on long-term debt (6,819) (50,438)
Payments on revolver borrowings - (3,000)
Financing fees in connection with new senior debt - (2,507)
Principal payments on capital lease obligations (601) (373)
Return of capital to Holding (200) (300)
-------- --------
Net cash provided by financing activities 13,580 3,382
-------- --------
NET (DECREASE) INCREASE IN CASH (2,263) 2,622
-------- --------
CASH BALANCE, END OF PERIOD $ 19,341 $ 18,296
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 11,911 $ 10,290
Income taxes $ 10 $ 10
</TABLE>
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<PAGE>
BIG V SUPERMARKETS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
1. Basis of Presentation
---------------------
The accompanying interim consolidated financial statements as of and for
the period ended June 10, 2000, included herein, 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 25, 1999, has been taken from the audited financial statements as of
that date. In the opinion of management, the consolidated financial statements
include all adjustments, which consist only of normal recurring adjustments
necessary for a fair presentation of operating results for the interim periods.
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 25, 1999. Operating results for the
periods presented are not necessarily indicative of the results for the entire
fiscal year.
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".
3. Restricted Cash
---------------
At June 10, 2000, the balance sheet includes $6.5 million of cash held in
escrow to be used toward the payment of the Company's $20.0 million Junior
Subordinated Debt due as follows:
Date Amount
---- ------
June 15, 2000 $ 4.0 million
December 15, 2000 6.0 million
March 15, 2001 10.0 million
------------
$ 20.0 million
============
4. Acquisition
-----------
On November 7, 1999, the Company acquired ShopRite of Pennington, Inc.
("SRP"), another Wakefern member. The five store chain, located in the Trenton
area of New Jersey, was purchased for $35.6 million, subject to certain purchase
price adjustments, which includes $0.7 million of acquisition related costs and
a $1.2 million note payable. The acquisition was financed with variable rate
debt including an initial funding of $36 million and a $5 million delayed draw
facility.
The acquisition has been accounted for under the purchase method of
accounting. The following pro forma information for the 12 and 24-week period
ended June 12, 1999 has been prepared by adjusting the historical data as set
forth in the accompanying consolidated statement of loss to give effect to the
SRP acquisition as if such acquisition occurred on December 27, 1998. Such pro
forma information is presented for comparative purposes and does not purport to
be indicative of the Company's actual results of operations
-6-
<PAGE>
had such transaction actually been consummated on December 27, 1998 or of the
Company's future results of operations and is as follows:
(In Thousands)
------------
12-Weeks Ended 24-Weeks Ended
June 12, 1999 June 12, 1999
------------- -------------
Sales $226,790 $451,502
Loss before extraordinary item (514) (1,674)
Net loss (514) (2,220)
Pro forma adjustments include (i) the operations of SRP for the pre-
acquisition period from December 27, 1998 to June 12, 1999, (ii) the income
statement effects of the allocation of purchase price including the amortization
of intangibles and goodwill, (iii) the recognition of interest expense and
amortization of deferred financing costs related to $36 million of borrowings,
and (iv) the income tax effects of the above and to recognize income taxes on
SRP's results of operations based upon the Company's tax structure since SRP was
an S-Corporation.
5. Asset Held for Sale
-------------------
During the quarter ended June 10, 2000 the Company's wholly-owned
subsidiary, Somers Development Corporation, sold the Baldwin Place Shopping
Center located in Somers, NY for $7.2 million. Deferred revenue of $1.2 million
was recorded on the balance sheet and represents the present value the Company
anticipates spending on future monitoring costs to maintain compliance with the
1995 Record of Decision. A net gain of $0.6 million is recorded in the quarter's
results of operations.
The Company's noninterest-bearing note due to certain shareholders of the
Predecessor Company and payable solely from the net proceeds of the sale
discussed above was satisfied during the quarter for a total of $2.2 million.
Consequently, the Company recorded a gain of $0.3 million associated with the
satisfaction of the note.
6. Long-Term Debt
--------------
As of June 10, 2000, principal payments of $10.0 million on the Company's
subordinated notes due March 15, 2001 have been excluded from the current
portion of long-term debt because the Company has the ability and intent to
refinance such payment on a long-term basis. In accordance with the Agreement,
the Tranche A Term Loans include a $10.0 million commitment to be used toward
the repayment of the 14.14% subordinated notes. The additional Tranche A Term
Loans bear interest in the same manner as the current Tranche A Term Loans and
mature on February 10, 2003. The Company intends to utilize the availability
under the Tranche A Term Loans to make the March 15, 2001 senior subordinated
note principal payment.
-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>
12-Weeks Ended 12-Weeks Ended 24-Weeks Ended 24-Weeks Ended
June 10, 2000 June 12, 1999 June 10, 2000 June 12, 1999
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Income Statement Data:
Sales................................................ 100.0% 100.0% 100.0% 100.0%
Gross margin......................................... 27.0 26.6 26.2 26.6
Selling, general and administrative.................. 21.4 21.1 21.0 21.5
EBITDA (1)........................................... 5.6 5.6 5.3 5.2
Depreciation and amortization........................ 2.5 2.0 2.4 2.0
Interest, net........................................ 3.1 2.7 3.0 2.7
------ ------ ------ ------
Income (Loss) before income taxes
and extraordinary charge............................ 0.0 0.8 (0.2) 0.4
Income (benefit) tax expense......................... 0.0 0.5 (0.1) 0.3
------ ------ ------ ------
Income (Loss) before extraordinary charge............ 0.0 0.3 (0.1) 0.1
Extraordinary charge................................. 0.0 0.0 0.0 0.2
------ ------ ------ ------
Net income (loss).................................... 0.0% 0.3% (0.1)% (0.1)%
====== ====== ====== ======
Other Data (in millions):
EBITDA............................................... $ 12.5 $ 10.7 $ 23.5 $ 19.8
====== ====== ====== ======
Net cash (used in) provided by operating activities.. $ (0.9) $ 6.6 $ (6.0) $ 2.6
====== ====== ====== ======
Net cash used in investing activities................ $ (6.2) $ (2.6) $ (9.8) $ (3.3)
====== ====== ====== ======
Net cash provided by
(used in) financing activities...................... $ 2.3 $ (2.5) $ 13.6 $ 3.4
====== ====== ====== ======
</TABLE>
___________________
(1) EBITDA represents earnings before interest expense, depreciation and
amortization, including noncash losses on the 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 component of many of the Company's debt covenants.
Noncompliance with a covenant would represent a default under the Company's debt
agreements which 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
12 Weeks Ended June 10, 2000 Compared to 12 and 24-Weeks Ended June 12, 1999
Sales
For the 12 and 24-week periods ended June 10, 2000, total store sales were
$222.9 million and $445.8 million, respectively. Sales for the comparable
periods ended June 12, 1999 totaled $192.7 million and $383.4 million,
respectively.
Total store sales increased 15.7% for the quarter ended June 10, 2000, as
compared to the prior year. For the 24-week period ended June 10, 2000, total
store sales increased 16.3%, as compared to the prior year. The increase in
total store sales was attributable to the five new stores acquired in the fourth
quarter of 1999, a replacement store in Monticello, New York and the expansion
of stores in Warwick and Chester, New York.
Same store sales decreased 0.4% and 0.1% for the 12 and 24-week periods
ended June 10, 2000, respectively, due to competitive intrusions in certain of
the Company's market areas. The Company anticipates the competitive intrusions
experienced this year will continue to limit the Company's ability to experience
positive same store sales results over the remainder of the fiscal year.
Gross Margin
Gross margin increased 0.4% from 26.6% to 27.0% for the 12-week period
ended June 10, 2000, as compared to the prior year. This increase was primarily
due to the improvements in certain nonperishable selling margins and stock loss.
Gross margin decreased 0.4% from 26.6% to 26.2% for the 24-week period
ended June 10, 2000, as compared to the prior year. The reduction in gross
margin was primarily due to the Company's nonperishable departments and reflects
the Company's efforts to increase sales and provide additional gross profit
dollars.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were $47.8 million or 21.4% of
sales for the 12-week period ended June 10, 2000 compared to $40.7 million or
21.1% of sales for the 12-week period ended June 12, 1999. The increase, as a
rate to sales, was attributable to increased advertising expense partially
offset by reduced payroll and fringe costs associated with the Company's 1999
restructuring, increased vendor promotional money earned by the Company's sales
and square footage growth over the prior year period and the gain from the sale
of the Company's Baldwin Place Shopping Center. Selling, general and
administrative expenses were $93.6 million or 21.0% of sales for the 24-week
period ended June 10, 2000, compared to $82.4 million or 21.5% of sales for the
24-week period ended June 12, 1999.
EBITDA
EBITDA increased 16.8% to $12.5 million for the 12-week period ended June
10, 2000, compared to $10.7 million for the prior year period. The quarterly
EBITDA increase was due to the increase in total sales. EBITDA margin was 5.6%
for the current and prior fiscal periods. For the 24-week period ended June 10,
2000, EBITDA increased 18.7% to $23.5 million compared to $19.8 million for the
comparable prior year period.
-9-
<PAGE>
Depreciation and Amortization
Depreciation and amortization, as a percentage of sales, was 2.5% and 2.4%
for the 12 and 24-week periods ended June 10, 2000 compared to 2.0% for both
prior year periods, respectively. The increase was primarily due to the
Company's 1999 acquisition of a five store chain.
Interest, net
Interest, net, increased $1.6 or 0.4% of sales for the 12-week period ended
June 10, 2000, compared to the prior year period. The increase resulted from
additional bank term loans and expenses incurred to finance the Company's
November 1999 acquisition. Increased variable interest rates and higher average
revolver borrowings also contributed to the increase. For the 24-week period
ended June 10, 2000, interest, net, increased $2.9 million or 0.3% of sales.
Net Loss
Net loss for the 12-week period ended June 10, 2000 was nil compared to net
income of $0.5 million in the prior year. The decrease in net income was due to
the aforementioned increases in depreciation and amortization and interest
expense. Net loss for the 24-week period ended June 10, 2000 was $0.5 million
compared to the net loss of $0.3 million in the prior year.
Liquidity and Capital Resources
On March 2, 2000, the Company amended the new Credit Agreement
("Agreement") providing an additional $3.0 million of bank term loans in
consideration of the permanent reduction of $3.0 million revolving loan
commitment. Prior to the amendment, the Company had the ability to increase
their revolving loan commitments by up to $5.0 million.
The Company had a working capital ratio of 1.0:1 at June 10, 2000 and .9:1
at December 25, 1999. The Company typically requires small amounts of working
capital since inventory is generally sold prior to the time payments to Wakefern
Food Corp. and other suppliers are due. The Company's primary source of
liquidity during the 12 weeks ended June 10, 2000 was cash flows generated
through operations supplemented by additional bank debt, equipment loans and
revolver borrowings.
Net cash used in operating activities was $6.0 million for the 24-week
period ended June 10, 2000. This compares to the net cash provided by operating
activities of $2.6 million for the comparable prior year period. Cash payments
to prior employees severed under the Company's 1999 Early Retirement Buyout
Program were partially offset by an increase in noncash depreciation and
amortization.
Net cash used in investing activities was $9.8 million and $3.3 million for
the 24-week periods ended June 10, 2000 and June 12, 1999, respectively. The
increase from the prior year was due to the Company's increased capital spending
plan compared to 1999 offset by the proceeds from the sale of The Somers, NY
property.
Net cash provided by financing activities was $13.6 million and $3.4
million for the 24-week periods ended June 10, 2000 and June 12, 1999,
respectively. The increase was due to higher levels of revolver borrowings.
As of June 10, 2000, principal payments of $10.0 million on the Company's
subordinated notes due March 15, 2001 have been excluded from the current
portion of long-term debt because the Company has the ability and intent to
refinance such payment on a long-term basis. In accordance with the
-10-
<PAGE>
Agreement, the Tranche A Term Loans include a $10.0 million commitment to be
used toward the repayment of the 14.14% subordinated notes. The additional
Tranche A Term Loans bear interest in the same manner as the current Tranche A
Term Loans and mature on February 10, 2003. The Company intends to utilize the
availability under the Tranche A Term Loans to make the March 15, 2001 senior
subordinated note principal payment.
For the 53 weeks ending December 30, 2000, the Company projects its major
uses of cash as follows: (i) cash interest payments (including capitalized
leases) of $26.1 million; (ii) capital expenditures of $21.0 million; and (iii)
scheduled debt and capital lease payments of $20.4 million (including the non-
recourse demand note payable solely from the proceeds of the sale of the
Company's Baldwin Place Shopping Center located in Somers, New York). Management
believes operating cash flow, together with borrowings under the bank revolving
credit facility, will be sufficient to meet the Company's operating needs,
scheduled capital expenditures and will enable the Company to service its debt
in accordance with its terms.
The Agreement provides for a $25.0 million revolving credit facility.
Borrowings of $16.0 million were outstanding as of June 10, 2000. Additionally,
$6.3 million was used from this facility for letters of credit and bonding
purposes. The Agreement requires the Company to meet certain financial
covenants, including maximum amounts of annual capital expenditures, minimum
fixed charge coverage ratios, maximum leverage ratios, interest coverage ratios
and minimum amounts of consolidated net worth. The Company was in full
compliance with all of its financial covenants as of June 10, 2000 and
management believes the Company will remain in compliance for the next twelve
months.
Recent Accounting Developments
In December 1999, the Securities and Exchange Commission (SEC) issued SEC
Staff Accounting Bulletin 101 (SAB 101), "Revenue Recognition in Financial
Statements". SAB 101 summarizes certain of the staff's views in applying
generally accepted accounting principles to revenue recognition in financial
statements. The provisions of SAB 101 did not require a change in the Company's
current revenue recognition policies.
Forward-Looking Statements
Other than statements of historical fact, all statements included in this
Form 10-Q, including the statements under Item 2, "Management's Discussion and
Analysis of Financial Condition and Results of Operations", are, or may be
considered forward-looking information, as defined in the Private Securities
Litigation Reform Act of 1995. Examples of such statements in this report
include those concerning sales trends and projected cash outlays for interest,
principal payments, and capital expenditures. The Company cautions the reader
there is no assurance actual results or business conditions will not differ
materially from those forward-looking statements whether expressed, suggested or
implied as a result of various factors. Such factors include, but are not
limited to, increased competitive pressures from existing competitors and new
entrants, general or regional economic conditions, interest rate environment and
its affect on the Company's cost of capital, the liquidity of the Company on a
cash flow basis (including the Company's ability to comply with the financial
covenants of all applicable credit agreements), the success of operating
initiatives including the ability to control various expense categories, and
other risk factors detailed herein and in other filings of the Company.
-11-
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults upon Senior Securities
Not applicable.
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
10.49 Promissory Note between Big V Holding Corp. and Mark
S. Schwartz dated June 9, 2000.
27 Financial Data Schedule
(b) Reports on Form 8-K
Not applicable.
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<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: July 25, 2000 /s/ James A. Toopes, Jr.
-------------------------
James A. Toopes, Jr.
Vice Chairman, Chief Financial and
Administrative Officer
Date: July 25, 2000 /s/ Anthony J. Moccio
-------------------------
Anthony J. Moccio
Vice President - Controller
-13-
