<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 28, 1995
-------------------------------------------------
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 1-258
---------------------------------------------------------
JG INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
ILLINOIS 36-1141010
- ------------------------------- ---------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1615 WEST CHICAGO AVENUE CHICAGO, IL 60622
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(312) 850-8000
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(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 requirement for the past 90 days.
Yes X No
--- ---
Common Stock outstanding as of October 29, 1995 - 7,061,989 shares
- --------------------------------------------------------------------------------
1
<PAGE>
PART I - FINANCIAL INFORMATION
------------------------------
ITEM 1. FINANCIAL STATEMENTS
Company or group of companies for which report is filed:
JG INDUSTRIES, INC. AND SUBSIDIARIES (Company)
----------------------------------------------
In the opinion of management, all adjustments necessary to fairly present the
condensed consolidated financial position of the Company as of October 28, 1995,
January 28, 1995, and October 29, 1994 and the results of its operations and its
cash flows for the thirteen and thirty-nine week periods ended October 28, 1995
(fiscal 1996) and October 29, 1994 (fiscal 1995) have been included. These
adjustments consist solely of normal recurring accruals. The results of
operations for such interim periods are not necessarily indicative of results
for the full year.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted, although the Company believes that the
disclosures are adequate to make the information presented not misleading. It is
suggested that these condensed consolidated financial statements be read in
conjunction with the consolidated financial statements and notes thereto in the
Company's latest Annual Report on Form 10-K.
2
<PAGE>
<TABLE>
<CAPTION>
JG INDUSTRIES, INC. AND SUBSIDIARIES
------------------------------------
CONDENSED CONSOLIDATED BALANCE SHEETS
-------------------------------------
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
October 28, January 28, October 29,
1995 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
ASSETS
------
Current Assets:
Cash and cash equivalents $11,728 $ 2,048 $ 8
Receivables, net 817 23,983 20,365
Merchandise inventories 14,153 28,991 30,610
Due from Jupiter 1,265
Other current assets 362 1,193 1,331
------- ------- -------
Total current assets 28,325 56,215 52,314
------- ------- -------
Land, buildings and
equipment, at cost 24,287 34,987 34,185
Less accumulated depreciation
and amortization 14,064 18,638 17,999
------- ------- -------
10,223 16,349 16,186
------- ------- -------
Deferred income taxes 626
Leasehold rights, net (29) 813 832
Other assets 1,469 2,004 1,927
------- ------- -------
$39,988 $76,007 $71,259
======= ======= =======
LIABILITIES, COMMON STOCK AND
- -----------------------------
OTHER SHAREHOLDERS' EQUITY
--------------------------
Current Liabilities:
Notes payable $ 3,469 $ 1,250
Current portion of long-term debt 1,227 $ 2,382 2,882
Accounts payable 7,433 11,887 13,623
Accrued liabilities 4,613 11,499 10,168
Undelivered sales liability 8,983 6,140
Deferred income taxes 1,120
------- ------- -------
Total current liabilities 16,742 35,871 34,063
------- ------- -------
Long-term debt, less current portion 8,469 11,269 11,748
Minority interest 1,618 17,268 15,331
Redeemable preferred stock 3,183 3,183 3,183
Common stock and other shareholders' equity:
Common shares; no par value;
authorized 10,000,000 shares;
issued 7,217,311 shares 11,246 11,242 11,242
Paid-in capital 5,017 6,129 5,922
Accumulated deficit (5,002) (7,676) (8,952)
Treasury shares - 155,322, 154,438 and
154,260 shares at cost, respectively (1,285) (1,279) (1,278)
------- ------- -------
9,976 8,416 6,934
------- ------- -------
$39,988 $76,007 $71,259
======= ======= =======
The accompanying notes are an integral part of these
condensed consolidated financial statements.
</TABLE>
3
<PAGE>
JG INDUSTRIES, INC. AND SUBSIDIARIES
------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
-----------------------------------------------
FOR THE 13 AND 39 WEEK PERIODS ENDED OCTOBER 28, 1995 AND OCTOBER 29, 1994
--------------------------------------------------------------------------
(UNAUDITED)
<TABLE>
<CAPTION>
13 WEEKS 39 WEEKS
ENDED ENDED
----------------------- -----------------------
October 28, October 29, October 28, October 29,
1995 1994 1995 1994
---------- ---------- ---------- ----------
(in thousands, except share data)
<S> <C> <C> <C> <C>
Net sales from
continuing operations $ 18,367 $ 19,030 $ 52,653 $ 54,792
Cost of sales 12,067 12,599 35,664 36,805
---------- ---------- ---------- ----------
Gross profit 6,300 6,431 16,989 17,987
Selling, general and
administrative expenses 6,592 6,286 19,541 18,891
---------- ---------- ---------- ----------
Gain (loss) from continuing
operations (292) 145 (2,552) (904)
Interest expense, net (270) (250) (793) (706)
Loss on sale of asset (3)
Loss on subsidiary stock
transactions, net (23) (6)
Minority interest in net income
of subsidiaries (359) (37) (402) (100)
---------- ---------- ---------- ----------
Loss before income tax
provision and discontinued
operations (921) (142) (3,773) (1,716)
Income tax provision (13) (12) (35) (37)
---------- ---------- ---------- ----------
Loss before discontinued
operations (934) (154) (3,808) (1,753)
Discontinued operations:
Income from operations, net
of applicable income taxes 82 385 561 901
Gain on sale of discontinued
operations, including income
during phase-out period, less
applicable income taxes 6,121 6,121
---------- ---------- ---------- ----------
Income from discontinued
operations 6,203 385 6,682 901
---------- ---------- ---------- ----------
Net income (loss) $ 5,269 $ 231 $ 2,874 $ (852)
========== ========== ========== ==========
Net income (loss) applicable
to common and common
equivalent shares $ 5,203 $ 174 $ 2,674 $ (1,009)
========== ========== ========== ==========
Loss per common share from
continuing operations $ (.13) $ (.02) $ (.54) $ (.25)
========== ========== ========== ==========
Earnings (loss) per common share $ .74 $ .02 $ .38 $ (.14)
========== ========== ========== ==========
Average number of common
and common equivalent shares
outstanding 7,062,141 7,055,145 7,059,785 7,055,153
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
4
<PAGE>
JG INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMMON STOCK AND OTHER SHAREHOLDERS' EQUITY
FOR THE FISCAL YEAR ENDED JANUARY 28, 1995,
AND THE QUARTER ENDED OCTOBER 28, 1995
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
-------------
<TABLE>
<CAPTION>
Common Paid-In Accumulated Treasury
Shares Capital Deficit Stock Total
--------- -------- ------------ --------- --------
<S> <C> <C> <C> <C> <C>
Balances, January 29, 1994 $11,242 $4,589 $(7,943) $(1,278) $ 6,610
Net income, fiscal 1995 487 487
Gains on sale of H-K stock
to Jupiter 1,540 1,540
Purchase of 285 common shares (1) (1)
Dividends accrued on
redeemable preferred stock (220) (220)
------- ------ ------- ------- -------
Balances, January 28, 1995 11,242 6,129 (7,676) (1,279) 8,416
Net income, thirty-nine week
period ended October 28, 1995 2,874 2,874
Gain on sale of H-K stock to
Jupiter 176 176
Loss on purchase of H-K stock
from Jupiter (1,288) (1,288)
Other 4 (6) (2)
Dividends accrued on
redeemable preferred stock (200) (200)
------- ------ ------- ------- -------
Balances, October 28, 1995 $11,246 $5,017 $(5,002) $(1,285) $ 9,976
======= ====== ======= ======= =======
</TABLE>
The accompanying notes are an integral part
of these condensed consolidated financial statements.
5
<PAGE>
JG INDUSTRIES, INC. AND SUBSIDIARIES
------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------
FOR THE QUARTERS ENDED OCTOBER 28, 1995 AND OCTOBER 29, 1994
------------------------------------------------------------
(UNAUDITED)
-----------
<TABLE>
<CAPTION>
39 Weeks Ended
---------------------------
October 28, October 29,
1995 1994
----------- -----------
(in thousands)
<S> <C> <C>
Cash flows from operating activities:
Loss from continuing operations $(3,808) $(1,753)
Income from discontinued operations 6,682 901
------- -------
Net income (loss) 2,874 (852)
Adjustments to reconcile net income (loss)
to net cash (used in) provided by
operating activities:
Depreciation and amortization 2,051 1,883
Deferred income taxes 766
Minority interest 1,197 1,557
Gain on sale of assets and
discontinued operations (6,078)
Loss on issuance of stock
by subsidiary 23 6
Changes in assets and liabilities;
net of effects of discontinued
operations
Receivables 3,627 2,327
Merchandise inventories (5,451) (2,865)
Other assets (current) 120 (198)
Other assets (noncurrent) (69) (41)
Accounts payable and accrued liabilities (1,095) (40)
------- -------
Net cash (used in) provided by
operating activities (2,035) 1,777
------- -------
Cash flows from investing activities:
Net proceeds from sale of assets and
discontinued operations 11,827
Capital expenditures (1,361) (1,267)
------- -------
Net cash provided by (used in)
investing activities 10,466 (1,267)
------- -------
Cash flows from financing activities:
Net short-term borrowings 3,469 1,250
Net repayments under
revolving credit loan (2,173)
Principal payments of long-term debt (2,231) (1,499)
Proceeds from exercise of stock options 4 6
Proceeds from exercise of stock options
at subsidiary 13
Purchase of treasury shares (6)
------- -------
Net cash provided by (used in)
financing activities 1,249 (2,416)
------- -------
Net increase (decrease) in cash and
cash equivalents 9,680 (1,906)
Cash and cash equivalents at beginning of year 2,048 1,914
------- -------
Cash and cash equivalents at end of
thirty-nine week period $11,728 $ 8
======= =======
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
6
<PAGE>
JG INDUSTRIES, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(UNAUDITED)
-----------
1) Merchandise inventories are stated at the lower of cost or market. Cost is
determined on the last-in, first-out (LIFO) basis for approximately 86% of
the inventory as of October 28, 1995, January 28, 1995 and October 29,
1994, using the retail method. The remaining inventory is valued on the
first-in, first-out (FIFO) basis using the retail method. If the FIFO
method had been used to value all inventories, cost would have been
$39,000, $1,843,000, and $1,615,000 higher at October 28, 1995, January 28,
1995 and October 29, 1994, respectively.
2) Receivables are presented net of allowances for cancellation reserves and
doubtful accounts of approximately $0 at October 28, 1995, $384,000 at
January 28, 1995 and $452,000 at October 29, 1994.
3) Leasehold rights are shown net of accumulated amortization of $2,517,000 at
October 28, 1995, $2,409,000 at January 28, 1995 and $2,390,000 at October
29, 1994.
4) As previously reported, during fiscal 1995, Sussex Group, Ltd. ("Sussex",
an indirect majority owned subsidiary of the Company), transferred or sold
a total of 800,000 shares of Huffman Koos Inc. ("H-K") common stock to
Jupiter Industries, Inc. ("Jupiter"). The transfer of 700,000 shares of
this stock on February 4, 1994 was used to repay a $5,075,000 note payable
to Jupiter. The remaining 100,000 shares of H-K common stock was sold to
Jupiter on November 30, 1994 for $800,000. As a result of the transfer and
sale of these shares, the Company recognized a gain of $1,540,000 in fiscal
1995. This gain was recorded as an increase to paid-in capital and
represents the difference between the amount of the note retired and cash
received and the proportionate share of H-K net equity represented by these
shares.
Effective May 23, 1995, the Company through Sussex sold an additional
150,000 shares of H-K common stock to Jupiter for $1,125,000. As a result
of the sale of these shares, the Company recognized a gain of $176,000.
This gain was recorded as an increase to paid-in capital and represents the
difference between cash received and the proportionate share of H-K net
equity represented by these shares. The Company used $625,000 of the
proceeds from the May 23, 1995 stock sale to make payments on JG's
$7,125,000 term loan.
Pursuant to the terms of the various stock purchase agreements (the
"Agreements"), Sussex has been granted an option to repurchase any or all
of the 950,000 H-K shares on or prior to February 4, 1996 for a purchase
price ranging from $7.25 to $8.00 per share plus interest on such amount.
The Agreements also contained a provision which required Jupiter to vote
the 950,000 H-K shares for the election of a majority of the Board of
Directors of H-K as Sussex shall direct. As a result of this voting
provision, the Company through Sussex, retained effective control of H-K.
Jupiter and Sussex collectively owned of record 2,200,000 H-K shares,
representing approximately 55.9% of the total issued and outstanding H-K
shares at October 28, 1995.
As previously reported, pursuant to an Agreement and Plan of Merger dated
September 18, 1995, stockholders of H-K stock received a tender offer from
unrelated third party on September 25, 1995 to acquire all of the issued
and outstanding H-K shares at a per share purchase price of $9.375 in cash.
Upon consumption of the tender offer on October 27, 1995, Sussex sold its
1,250,000 H-K shares for an aggregate cash consideration of approximately
$11,719,000. On October 27, 1995, pursuant to an agreement dated September
18, 1995 between Jupiter and Sussex, Sussex also exercised its option to
repurchase the 950,000 H-K shares for the total purchase price of
$7,000,000 plus interest of approximately $641,000, and instructed Jupiter
to tender the 950,000 H-K shares. As a result of the repurchase, the
Company recorded a $1,288,000 loss. This loss was recorded as a decrease to
paid-in capital and represents the difference between the total cash due to
Jupiter and the proportionate portion of H-K equity represented by these
shares. The Company also recorded a receivable from Jupiter of
approximately $1,265,000. This receivable represents the difference between
proceeds from the sale of $8,906,000 and $7,641,000 owed to Jupiter by
Sussex. The $6,121,000 gain on sale of discontinued operations for the
quarter ending October 28, 1995 includes a $6,078,000 gain on sale of the
2,200,000 H-K shares (less applicable income tax of $342,000 and expenses),
and $382,000 of net income from discontinued operations during the phase-
out period from the measurement date of September 25, 1995, net of
applicable income taxes of $332,000.
7
<PAGE>
JG INDUSTRIES, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(UNAUDITED)
-----------
Subsequent to October 28, 1995, the Company used the proceeds from the
transaction to repay all debt outstanding under the Company's term loan of
approximately $6,250,000 plus interest. $3,500,000 was placed as collateral
required by the lender on the Goldblatt's line of credit. This amount was
reduced to $2,000,000 on November 23, 1995.
As a result of the transactions described above, previously issued consolidated
statements of operations have been restated to reflect H-K as a discontinued
operation.
Summarized results of H-K business are as follows:
<TABLE>
<CAPTION>
13 WEEKS 39 WEEKS
ENDED ENDED
------------------------ ------------------------
October 28, October 29, October 28, October 29,
1995 1994 1995 1994
----------- ----------- ----------- -----------
(in thousands)
<S> <C> <C> <C> <C>
Net sales $30,978 $30,145 $84,808 $84,909
Costs and expenses 29,527 29,137 82,894 82,551
------- ------- ------- -------
Income before
income taxes 1,451 1,008 1,914 2,358
Income taxes 581 766
------- ------- ------- -------
Net Income $ 870 $ 1,008 $ 1,148 $ 2,358
======= ======= ======= =======
</TABLE>
Net assets of the discontinued business are as follows:
<TABLE>
<CAPTION>
January 28, October 29,
1995 1994
---------- -----------
(in thousands)
<S> <C> <C>
Cash and cash equivalents $ 1,630
Receivables, net 23,728 $ 19,534
Merchandise inventories 19,325 17,872
Land, buildings and equipment
net of accumulated depreciation 5,566 5,096
Other assets 2,669 2,470
Current Liabilities (26,513) (20,525)
Long-term debt, net of current portion (1,562) (1,594)
-------- --------
Net assets of the discontinued
business $ 24,843 $ 22,853
======== ========
</TABLE>
5) During the first and second quarters of fiscal 1996 and 1995, options to
purchase 13,480 and 3,800 shares, respectively, of common stock of H-K were
exercised. Losses of $23,000 and $6,000, respectively, on the issuance of
these shares were recorded by the Company with an increase to minority
interest as H-K's net book value per share exceeded the option prices.
6) Loss per share applicable to common and common equivalent shares is
computed after recognition of the dividend requirements on redeemable
preferred stock of $200,000 in fiscal 1996 and $157,000 in fiscal 1995.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
-----------------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
Cash and cash equivalents increased by $9,680,000 during the nine months ended
October 28, 1995 which included approximately $2,035,000 of net cash used in
operating activities. Accounts receivable decreased by $3,627,000 and the
undelivered sales liability decreased by $2,339,000 due to the record volume of
furniture delivery by Huffman Koos Inc. ("H-K") during the nine months ended
October 28, 1995. These deliveries generated cash receipts which were used to
decrease accrued expenses by $881,000. Inventory increased by approximately
$5,451,000 due to normal seasonal increases. Approximately $1,361,000 of net
cash was used in investing activities due solely to capital expenditures as
described below. Approximately $12,844,000 was provided from sale of H-K stock,
reduced by $1,017,000 of H-K cash at October 28, 1995. Approximately $1,249,000
of net cash was provided by financing activities due to net borrowings on lines
of credit of $3,469,000 offset by scheduled debt payments of $2,300,000.
Goldblatt's Department Stores, Inc. ("Goldblatt's") spent approximately $583,000
on capital expenditures during the first nine months of fiscal 1996 related to
normal capital maintenance. Goldblatt's capital expenditures for the balance of
fiscal 1996 will be minimal as no new store openings or major store renovations
are planned. Goldblatt's had remaining availability of $31,000 under its line of
credit as of October 28, 1995. The amount available under the line of credit at
November 25, 1995 was $1,031,000. The Company believes that Goldblatt's working
capital and line of credit will be adequate to fund current operations and
service the Company's indebted ness through fiscal 1996.
H-K spent approximately $777,000 on capital expenditures during the first nine
months of fiscal 1996, the majority of which related to the renovation of its
Bridgewater, New Jersey store. The remodeling was completed in May 1995 at a
total cost of approximately $410,000.
As previously reported, pursuant to an Agreement and Plan of Merger dated
September 18, 1995, stockholders of H-K stock received a tender offer on
September 25, 1995 to acquire all of the issued and outstanding H-K shares at a
per share purchase price of $9.375 in cash. Upon consumption of the tender offer
on October 27, 1995, Sussex sold its 1,250,000 H-K shares for an aggregate cash
consideration of approximately $11,719,000. On October 27, 1995, pursuant to an
agreement dated September 18, 1995 between Jupiter and Sussex, Sussex also
exercised its option to repurchase the 950,000 H-K shares for the total purchase
price of $7,000,000 plus interest of approximately $641,000, and instructed
Jupiter to sell the 950,000 H-K shares. As a result of the repurchase, the
Company recorded a $1,288,000 loss. This loss was recorded as a decrease to
paid-in capital and represents the difference between the total cash due to
Jupiter and the proportionate portion of H-K equity represented by these shares.
The Company also recorded a receivable from Jupiter of approximately $1,265,000.
This receivable represents the difference between proceeds from the sale of
$8,906,000 and $7,641,000 owed to Jupiter by Sussex. The $6,121,000 gain on sale
of discontinued operations for the quarter ending October 28, 1995 includes a
$6,078,000 gain on sale of the 2,200,000 H-K shares (less applicable income tax
of $342,000 and expenses), and $382,000 of net income from discontinued
operations during the phase-out period from the measurement date of September
25, 1995, net of applicable income taxes of $332,000.
Subsequent to October 28, 1995, the Company used the proceeds from the
transaction to repay all debt outstanding under the Company's term loan of
approximately $6,250,000 plus interest. $3,500,000 was placed as collateral
required by the lender on the Goldblatt's line of credit. This amount was
reduced to $2,000,000 on November 23, 1995.
9
<PAGE>
RESULTS OF OPERATIONS
---------------------
THIRTEEN WEEKS ENDED OCTOBER 28, 1995 (FISCAL 1996) VS.
- -------------------------------------------------------
THIRTEEN WEEKS ENDED OCTOBER 29, 1994 (FISCAL 1995)
- ---------------------------------------------------
Net sales from continuing operations decreased 3.5% over the prior year due to a
sales decline for the quarter at Goldblatt's. Both apparel and hardlines
suffered during the quarter. Customer concerns over steady employment have
caused an apparent lack of consumer confidence, and consumers have remained
cautious in the use of their disposable income. Goldblatt's sales have been on
an upward trend showing a 4.9% increase in November.
The Company's gross profit percentage remained relatively constant at 34.3% of
sales, compared to 33.8% of sales in the prior year. The slight increase is due
to less than expected markdowns.
Selling, general and administrative expenses ("SG&A") increased to 35.9% of
sales from 34.0% of sales in the prior year. The fixed nature of costs
associated with operating stores, coupled with the store sales decline, was the
main reason for the increase in Goldblatt's SG&A percentage.
Interest expense increased because of the interest paid to Jupiter upon exercise
of the option to buy back the 950,000 H-K common shares, partially offset by
lower indebtedness at JG resulting from the fiscal 1995 and 1996 debt
repayments.
THIRTY-NINE WEEKS ENDED OCTOBER 28, 1995 (FISCAL 1996) VS.
- ----------------------------------------------------------
THIRTY-NINE WEEKS ENDED OCTOBER 29, 1994 (FISCAL 1995)
- ------------------------------------------------------
Net sales from continuing operations decreased 3.9% for the thirty-nine weeks
ended October 28, 1995. This decrease was the result of cold and rainy weather
conditions during the first two months of the year and continued restrain in
customers' use of available income.
The Company's gross profit percentage remained relatively constant at 32.3% of
sales compared to 32.8% of sales in the prior year.
SG&A increased to 37.1% of sales from 34.4% of sales in the prior year. The
increase in SG&A expense as a percentage of sales was due to the sales decline.
Actual SG&A expense at Goldblatt's was down approximately $29,000.
Interest expense increased because of increases in the prime rate of interest as
well as the interest paid to Jupiter upon exercise of the option to buy back the
950,000 of H-K common stock.
10
<PAGE>
PART II - OTHER INFORMATION
---------------------------
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits - None
(b) Reports on Form 8-K
1) Form 8-K dated October 2, 1995 detailing the Agreement and Plan of
Merger between H-K, HK Acquisition Company, Inc. and Breuner's Home
Furnishings Corporation, and the Stockholders Agreement between
Jupiter and Sussex.
2) Form 8-K dated November 9, 1995 detailing the sale of 1,250,000 H-K
shares by Sussex.
11
<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
under-signed thereunto fully authorized.
JG INDUSTRIES, INC.
-------------------
(Registrant)
Date: December 14, 1995
-----------------
/s/ William Hellman
---------------------
William Hellman
Chairman
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from
the JG Industries, Inc. Third Quarter 10-Q for the fiscal 1996 and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-27-1996
<PERIOD-START> JAN-29-1995
<PERIOD-END> OCT-28-1995
<CASH> 11,728
<SECURITIES> 0
<RECEIVABLES> 817
<ALLOWANCES> 0
<INVENTORY> 14,153
<CURRENT-ASSETS> 28,325
<PP&E> 24,287
<DEPRECIATION> 14,064
<TOTAL-ASSETS> 39,988
<CURRENT-LIABILITIES> 16,742
<BONDS> 0
<COMMON> 11,246
3,183
0
<OTHER-SE> (1,270)
<TOTAL-LIABILITY-AND-EQUITY> 39,988
<SALES> 52,653
<TOTAL-REVENUES> 52,653
<CGS> 35,664
<TOTAL-COSTS> 35,664
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 793
<INCOME-PRETAX> (3,773)
<INCOME-TAX> (35)
<INCOME-CONTINUING> (3,808)
<DISCONTINUED> 6,682
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,874
<EPS-PRIMARY> .38
<EPS-DILUTED> 0
</TABLE>
