PROSPECTUS SUPPLEMENT
To Prospectus dated May 14, 1996
$140,000,000
PAMIDA, INC.
11 3/4% Senior Subordinated
Notes Due 2003
September 12, 1996
RECENT DEVELOPMENTS
Attached hereto and incorporated herein by this reference
are copies of the Quarterly Reports on Form 10-Q of
Pamida, Inc. and Pamida Holdings Corporation for the
quarterly period ended July 28, 1996.
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
This Prospectus Supplement, together with the Prospectus
dated May 14, 1996 (including the Prospectus Appendix),
is to be used by Citicorp Securities, Inc. in connection
with offers of the Notes referred to above in market-making
transactions at negotiated prices related to prevailing
market prices at the time of sale. Citicorp Securities,
Inc. may act as principal or agent in such transactions.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 28, 1996
Commission File Number 33-57990
PAMIDA INC
(Exact name of registrant as specified in its charter)
Delaware 47-0626426
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification
Number)
8800 "F" Street, Omaha, Nebraska 68127
Address of principal executive offices) (Zip Code)
(402) 339-2400
(Registrant's telephone number, including area
code)
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 [ ]
Indicate the number of shares outstanding of each
of the issuer's classes of common stock, as of the
latest practicable date:
Class of Common Stock Outstanding at
September 9,1996
Common Stock 1,000 Shares
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
PAMIDA INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)
July 28, January 28,
ASSETS: 1996 1996
Current assets: -------- --------
Cash $ 11,033 $ 7,298
Accounts receivable, less
allowance for doubtful
accounts of $50 15,208 11,824
Merchandise inventories 137,036 150,837
Property held for sale 1,965 -
Prepaid expenses 2,019 2,953
-------- --------
Total current assets 167,261 172,912
Property, buildings and
equipment, less accumulated
depreciation and amortization
of $57,378 and $55,464 43,775 46,371
Leased property under capital
leases, less accumulated
amortization of
$15,367 and $13,496 29,480 30,977
Deferred financing costs 3,419 3,746
Other assets 8,178 4,464
-------- --------
$252,113 $258,470
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable $ 65,206 $ 63,087
Loan and security agreement 32,255 31,588
Accrued compensation 3,956 5,923
Accrued interest 6,335 6,353
Store closing reserve 6,072 7,818
Other accrued expenses 11,872 10,823
Income taxes payable 9,628 9,716
Current maturities of
long-term debt 1,253 1,334
Current obligations under
capital leases 1,610 1,847
-------- --------
Total current liabilities 138,187 138,489
Long-term debt, less
current maturities 140,388 140,411
Obligations under capital leases,
less current obligations 35,912 36,559
Other long-term liabilities 2,778 4,237
Commitments and contingencies - -
Common stockholders' equity:
Common stock, $.01 par value;
10,000 shares authorized;
1,000 shares issued
and outstanding, - -
Additional paid-in capital 17,000 17,000
Retained earnings (82,152) (78,226)
Total common stockholders' -------- --------
equity (65,152) (61,226)
-------- --------
$252,113 $258,470
See notes to consolidated financial statements.
PAMIDA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands)
(Unaudited)
Three Months Ended Six Months Ended
July 28,July 30, July 28,July 30,
1996 1995 1996 1995
-------- -------- -------- --------
Sales $155,817 $186,953 $287,603 $340,914
Cost of goods
sold 118,721 142,315 218,932 259,463
-------- -------- -------- --------
Gross profit 37,096 44,638 68,671 81,451
Expenses:
Selling,
general and
administrative 31,251 37,261 60,457 71,677
Interest 6,060 6,320 12,140 12,620
-------- -------- -------- --------
37,311 43,581 72,597 84,297
Income (loss)
before income
tax provision
(credit) (215) 1,057 (3,926) (2,846)
Income tax
provision
(credit) - 415 - (1,451)
-------- -------- -------- --------
Net income
(loss) $ (215) $ 642 $ (3,926) $ (1,395)
See notes to consolidated financial statements.
PAMIDA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
Six Months Ended
July 28, July 30,
1996 1995
-------- --------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $ (3,926) $ (1,395)
-------- --------
Adjustments to reconcile
net loss to net cash
provided by (used in)
operations:
Depreciation and amortization
of fixed assets and
intangibles 5,462 7,622
Provision for LIFO inventory
valuation 300 500
Gain on disposal of assets (28) (793)
Decrease in store closing
reserve (3,365) -
(Increase) decrease in
merchandise inventories 13,501 (5,506)
Increase in other operating
assets (3,262) (2,506)
Increase in accounts payable 2,119 6,913
Decrease in other operating
liabilities (864) (5,293)
-------- --------
Total adjustments 13,863 937
-------- --------
Net cash provided by (used
in) operating activities 9,937 (458)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (3,148) (3,357)
Construction notes receivable (3,022) -
Proceeds from disposal of assets 28 852
Assets acquired for sale, net 253 -
Other 8 7
-------- --------
Net cash used in
Investing activities (5,881) (2,498)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under loan and
security agreement, net 667 6,000
Principal payments on capital
lease obligations (884) (1,042)
Principal payments on
long-term debt (104) (94)
Payments for deferred
finance costs - (13)
-------- --------
Net cash provided by (used
in) financing activities (321) 4,851
-------- --------
Net increase in cash 3,735 1,895
Cash at beginning of year 7,298 7,059
-------- --------
Cash at end of period $ 11,033 $ 8,954
======== ========
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION:
(1) Cash paid (received)
during the period for:
Interest $ 12,158 $ 12,561
Income taxes:
Payments to taxing
authorities 257 3,448
Payments to Pamida
Holdings Corporation
for benefit of loss
from operations - 158
Refunds received from
taxing authorities (169) (71)
SUPPLEMENTAL SCHEDULE OF NONCASH
INVESTING AND FINANCING ACTIVITY:
Capital lease obligations
incurred when the Company
entered lease agreements for
new store facilities - $ 3,050
See notes to consolidated financial statements.
PAMIDA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JULY 28, 1996 AND JULY 30, 1995
(Unaudited)
(Dollars in Thousands)
1.Management Representation
The accompanying unaudited consolidated financial
statements have been prepared in accordance with
generally accepted accounting principles for
interim financial information. In the opinion of
management, all adjustments necessary for a fair
presentation of the results of operations for the
interim periods have been included. All such
adjustments are of a normal recurring nature.
Because of the seasonal nature of the business,
results for interim periods are not necessarily
indicative of a full year's operations. The
accounting policies followed by Pamida Inc. (the
"Company") and additional footnotes are reflected
in the consolidated financial statements contained
in the Form 10-K Annual Report of the Company for
the fiscal year ended January 28, 1996.
2.Inventories
Substantially all inventories are stated at the
lower of cost (last-in, first-out) or market.
Total inventories would have been higher
at July 28, 1996 and January 28, 1996 by $6,000 and
$5,700 respectively, had the FIFO (first-in,
first-out) method been used to determine the cost
of all inventories. Quarterly LIFO inventory
determinations reflect assumptions regarding fiscal
year-end inventory levels and the estimated impact
of annual inflation.
3.Related Party Transactions
In March and June 1995 the Company paid $79 to
Pamida Holdings Corporation (Holdings) to enable
Holdings to make dividend payments to preferred
stockholders. No such payments have been made
during fiscal 1997.
4.Reclassifications
Certain reclassifications have been made to the
prior year's financial statements to conform to the
current year's presentation.
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 certain significant factors which
have affected the Company's results of operations
and financial condition for the periods included in
the accompanying consolidated financial statements.
RESULTS OF OPERATIONS
The following table sets forth an analysis of
various components of the Consolidated Statements
of Operations as a percentage of sales for the
three and six months ended July 28, 1996 and July
30, 1995:
Three Months Ended Six Months Ended
July 28, July 30, July 28, July 30,
1996 1996 1996 1996
------- ------- ------- -------
Sales 100.0% 100.0% 100.0% 100.0%
Cost of goods sold 76.2% 76.1% 76.1% 76.1%
------- ------- ------- -------
Gross Profit 23.8% 23.9% 23.9% 23.9%
Selling, general and
administrative expenses 20.0% 19.9% 21.0% 21.0%
------- ------- ------- -------
Operating income 3.8% 4.0% 2.9% 2.9%
Interest expense 3.9% 3.4% 4.2% 3.7%
------- ------- ------- -------
Income (loss) before income
tax provision (credit) -0.1% 0.6% -1.3% -0.8%
Income tax provision (credit) - -0.3% - -0.4%
------- ------- ------- -------
Net income (loss) -0.1% 0.3% -1.3% -0.4%
======= ======= ======= =======
Sales - During the second quarter and first six
months of fiscal 1997, sales in comparable stores
decreased $7,293 or 4.8% and $7,369 or 2.7%,
respectively. Comparable store sales for the second
quarter of fiscal 1997 continued to be affected by
the slowed warehouse distributions to stores as a
result of the warehouse management system
implementation initiated in the first quarter of
fiscal 1997 and the fact that last year's sales
included low-margin clearance sales which did not
reoccur this year. Installation of the warehouse
management system was largely completed in August
1996, thereby enabling the company to produce
positive comparable store sales in August.
The Company experienced a decrease in total sales
for the second quarter and first six months of
fiscal 1997 due primarily to the closing of forty
stores as of the end of fiscal 1996 in unprofitable
or highly competitive markets which did not fit the
Company's niche market strategy. Sales for the
second quarter of fiscal 1997 decreased by $31,136
or 16.7% compared to sales for the second quarter
of fiscal 1996. Similarly, sales for the first six
months of fiscal 1997 decreased by $53,311 or
15.6%.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Thousands)
(Continued)
The Company experienced comparable store sales
increases in the second quarter of fiscal 1997 in
several merchandise categories, especially the
pharmacy prescriptions, junior apparel and ready-
to-wear areas. The Company experienced sales
declines in lawn and garden, sporting goods,
automotive and several softlines categories.
The Company operated 144 stores at the end of the
first quarter of fiscal 1997 as compared with 183
stores at the end of the first quarter of fiscal
1996 and operated 146 stores at the end of the
second quarter of fiscal 1997 as compared with 181
stores at the end of the second quarter of fiscal
1996. Since July 30, 1995, the Company has opened
nine stores in new markets, relocated four stores and
closed forty-four stores.
Gross profit - The Company's merchandise gross
profit as a percentage of sales in the first half
of fiscal 1997 improved .7% as compared to the
first half of fiscal 1996. However, this
improvement was offset by additional labor costs
necessary in the warehouse and distribution areas
due to the warehouse management system implementation
mentioned above. Therefore, as a
percentage of sales, gross profit decreased
slightly from 23.9% for the second quarter of
fiscal 1996 to 23.8% for the second quarter of
fiscal 1997. Gross profit as a percentage of sales
was 23.9% for both the first half of fiscal 1997
and fiscal 1996.
Selling, general and administrative (SG&A) expense
decreased $6,010 or 16.1% for the second quarter of
fiscal 1997 compared to the second quarter of
fiscal 1996 and decreased $11,220 or 15.7% for the
first six months of fiscal 1997 compared to the
first six months of fiscal 1996. As a percentage
of sales, SG&A expenses increased from 19.9% in the
second quarter of fiscal 1996 to 20.0% in the
second quarter of fiscal 1997 and was 21.0% for
both the first six months of fiscal 1997 and fiscal
1996.
Approximately 36.8% and 14.8%, respectively, of the
total decrease in SG&A expense for the second
quarter of fiscal 1997 was attributable to store
payroll costs, which decreased 15.2%, and store
occupancy costs, which decreased 12.8%. In
addition, store controllable and advertising costs
decreased 18.9% and 32.3% respectively, amounting
to 17.8% and 21.6%, respectively, of the total
decrease in SG&A costs. All of these areas of
expense were impacted by the elimination of costs
related to the forty stores which were closed as of
the end of fiscal 1996. These decreased costs were
offset somewhat by new store pre-opening costs
totaling approximately $754. Store pre-opening
costs in the second quarter of fiscal 1996 totaled
approximately $236. SG&A costs were also
positively impacted by reduced accruals for
management bonuses and the elimination of
amortization of goodwill and favorable leasehold
interests resulting from the write-off of the
latter items in the fourth quarter of fiscal 1996.
The decreases in SG&A costs were offset by a $432
reduction in other income which was attributable
primarily to one-time gains realized in fiscal 1996
primarily from the sale of idle transportation
company assets.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Thousands)
(Continued)
Approximately 37.3% and 18.3%, respectively, of the
total decrease in SG&A expense for the first six
months of fiscal 1997 was attributable to store
payroll costs, which decreased 14.9%, and store
occupancy costs, which decreased 14.6%. In
addition, store controllable and advertising costs
decreased 16.6% and 25.6% respectively, amounting
to 15.7% and 16.6%, respectively, of the total
decrease in SG&A costs. These areas of expense were
impacted by the elimination of costs related to the
forty stores closed as of the end of fiscal 1996.
These decreased costs were somewhat offset by the
new store pre-opening costs totaling approximately
$830. Store pre-opening costs in the first half of
fiscal 1996 totaled approximately $362. SG&A costs
were also positively impacted by reduced accruals
for management bonuses and the elimination of
amortization of goodwill and favorable leasehold
interests resulting from the write-off of the
latter items in the fourth quarter of fiscal 1996.
The decreases in SG&A costs were offset by a $1,000
reduction in other income which was attributable
primarily to one-time gains realized in fiscal 1996
primarily from the sale of idle transportation
company assets.
Interest expense decreased $260 or 4.1% for the
second quarter of fiscal 1997 compared to the same
period of fiscal 1996 and decreased $480 or 3.8%
for the first half of fiscal 1997 compared to the
same period of fiscal 1996. The decrease was due
to a reduction in interest related to capital
leases, primarily as a result of the forty stores
closed as of the end of fiscal 1996.
Income tax benefit The Company has certain
unutilized tax loss carry forwards derived
primarily from prior period store closing charges.
No additional tax benefit could be recorded during
either the first or second quarter of fiscal 1997.
Consequently, the net loss before taxes in fiscal
1997 was not reduced by a tax benefit. In the
prior year, no such tax loss carry forwards
existed, and a tax provision of $415 and a tax
credit of $1,451 were recorded in fiscal 1996 for
the second quarter and first six months,
respectively, consistent with the Company's
expected effective tax rate. Due to the amount of
unutilized tax loss carry forwards available, the
Company does not expect to tax-effect
quarterly income or losses during the remainder of
fiscal 1997. Accordingly, while the Company's
earnings performance is negatively impacted by this
situation in quarters with pre-tax losses, periods
with pre-tax income will be positively affected.
LIQUIDITY AND CAPITAL RESOURCES
The Company's business is seasonal with first
quarter sales (February through April) being lower
than sales during the other three quarters. Fourth
quarter sales (November through January) have
represented approximately 29% of the full year's
retail sales in recent years and normally involve a
greater proportion of higher margin sales.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Thousands)
(Continued)
Funds provided by operating activities were $9,937
in the first half of fiscal 1997 compared to a
usage of funds of $458 in the first half of fiscal
1996. This $10,395 improvement in net cash
generated by operating activities during the first
half of fiscal 1997 resulted primarily from changes
in inventories and other operating liabilities,
offset somewhat by changes in accounts payable, net
loss and store closing reserves. The Company
satisfies its seasonal liquidity requirements
primarily through a combination of funds provided
from operations and from a revolving credit
facility which provides for borrowings of up to
$70,000. Effective January 19, 1996, the term of
the Company's committed Loan and Security
Agreement (the Agreement) was extended by one year
to March of 1998. The maximum borrowing limit of
the facility was reduced at that time to $70,000 from
$80,000 in line with lower expected borrowings during
the remainder of the term of the Agreement, due to the
elimination of over $30,000 in inventories at the forty closed stores.
Borrowings under the Agreement bear interest at a
rate which is .75% per annum greater than the
applicable prime rate. The amounts the Company
is permitted to borrow are determined by a formula
based upon the amount of the Company's eligible
inventory from time to time. Such borrowings
are secured by security interests in all of the
current assets (including inventory) of the Company
and by liens on certain real estate interests
and other property of the Company. Holdings and
two subsidiaries of the Company have guaranteed the
payment and performance of the Company's
obligations under the Agreement and have pledged
some or all of their respective assets, including
the stock of the Company owned by Holdings, to
secure such guarantees.
The Agreement contains provisions imposing
operating and financial restrictions on the
Company. Certain provisions of the Agreement
require the maintenance of specified amounts of
tangible net worth (as defined) and working capital
(as defined) and the achievement of specified
minimum amounts of cash flow (as defined). Other
restrictions in the Agreement and those provided
under the Indenture relating to the Senior
Subordinated Notes will affect, among other things,
the ability of the Company to incur additional
indebtedness, pay dividends, repay indebtedness
prior to its stated maturity, create liens, enter
into leases, sell assets or engage in mergers or
acquisitions, make capital expenditures and make
investments. These covenants currently have not
had an impact on the Company's ability to fully
utilize the revolving credit facility. However,
certain of the covenants, such as those which
restrict the ability of the Company to incur
indebtedness or encumber its property or which
impose restrictions on or otherwise limit the
Company's ability to engage in sale-leaseback
transactions, may at some future time prevent the
Company from pursuing its store expansion program
at the rate that the Company desires.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Thousands)
(Continued)
Obligations under the Agreement were $32,255 at
July 28, 1996 and $26,602 at July 30, 1995. In
previous years' financial statements, revolving
borrowings under the Agreement were included in
long-term debt. At January 28, 1996, the Company
was required to adopt new guidance provided by the
FASB's Emerging Issues Task Force in Abstract 95-
22. This Abstract requires classification of the
outstanding borrowings under the Company's
committed revolving credit facility as a current
liability on the Company's balance sheets. As
noted above, this facility expires in March
of 1998, and the Company intends to refinance any
outstanding balance by such date. These borrowings
are senior to the Senior Subordinated Notes of
the Company.
The Company had long-term debt and obligations
under capital leases of $176,300 as of July 28,
1996 and $186,723 at July 30, 1995. The Company's
ability to satisfy scheduled principal and interest
payments under such obligations in the ordinary
course of business is dependent primarily upon
the sufficiency of the Company's operating cash
flow. At July 28, 1996, the Company was in
compliance with all covenants contained in its
various financing agreements.
The Company paid Holdings $79 during the first and
second quarters of fiscal 1996 under a tax-sharing
agreement to enable Holdings to pay quarterly
dividends to its preferred stockholders. Since
Holdings conducts no operations of its own, the
only cash requirement of Holdings relates to
preferred stock dividends in the aggregate annual
amount of approximately $316; and the Company is
expressly permitted under its existing credit
facilities to pay dividends to Holdings to fund
such preferred stock dividends. However, the
General Corporation Law of the State of Delaware,
under which Holdings and the Company are
incorporated, allows a corporation to pay a
dividend only from its surplus or from the
current or the prior year's earnings. Due to the
retained deficit resulting from the forty store
closings and the write-off of goodwill and other
long-lived assets recognized in the fourth quarter
of fiscal 1996, Holdings and the Company may pay
dividends in fiscal 1997 and in ensuing years
only to the extent that Holdings and the Company
satisfy the applicable statutory standards, which
includes Holding's having a net worth equal to
at least the aggregate par value of the preferred
stock which amounts to $2,141. The Company did not
declare or pay any dividends to Holdings during the
first and second quarters of fiscal 1997, and
Holdings did not pay the preferred stock dividends
payable on February 29, 1996, May 31, 1996 or
August 31, 1996. The cumulative dividend rate on
the preferred stock increases by 0.5% per quarter
(with a maximum aggregate increase of 5%) on each
quarterly dividend payment date on which the
preferred stock dividends are not paid currently on
a cumulative basis. Any unpaid dividends are added
to the liquidation value until paid in cash. Such
nonpayment of preferred stock dividends does not
accelerate the redemption rights of the preferred
stockholders.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Thousands)
(Continued)
The Company made capital expenditures of $3,148
during the first half of fiscal 1997 compared to
$3,357 during the first half of fiscal 1996. The
Company plans to open a total of eight new stores
in fiscal 1997 and will consider additional
opportunities for new store locations as they
arise. Total capital expenditures are expected to
be approximately $5,400 in fiscal 1997. The
Company expects to fund these expenditures from
cash flow from 1998. its operations. The costs of
buildings and land for new store locations are
expected to be financed by operating or capital
leases with unaffiliated landlords. The Company's
expansion program will require inventory of
approximately $1,000 to $1,200 for each store in a
new market, which the Company expects to finance
through trade credit, borrowings under the
Agreement and cash flow from operations.
On a long-term basis, the Company's expansion will
require continued investments in store locations,
working capital and distribution and
infrastructure enhancements. The Company expects
to continue to finance some of these investments
through leases from unaffiliated landlords, trade
credit, borrowings under the Agreement and cash
flow from operations, but ultimately will need to
explore additional sources of funds which may
include both debt (mid-term to long-term) and
equity capital. Currently, it is not possible for
the Company to predict with any certainty either
the timing or the availability of any such
additional financing.
INFLATION
The Company uses the LIFO method of inventory
valuation in its financial statements; as a result,
the cost of merchandise sold approximates current
costs. Due to the revaluation of property,
buildings and equipment in connection with the
purchase transaction in 1986, as well as the recent
opening of new stores, depreciation expense closely
approximates current costs. The Company's rental
expense is generally fixed and, except for
small amounts of percentage rentals, has not been
affected by inflation.
PART II - OTHER INFORMATION
Items 1 -5:
None.
Item 6:
(a) Exhibits.
- 27.0 Financial Data Schedule (EDGAR version
only)
(b) None.
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.
PAMIDA , INC.
(Registrant)
Date: 9-11-96
By: /s/ Steven S. Fishman
Steven S. Fishman, Chairman,
President and Chief Executive Officer
Date: 9-11-96
By: /s/ Todd D. Weyhrich
Todd D. Weyhrich
Vice President - Controller
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 28, 1996
Commission File Number 1-10619
PAMIDA HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 47-0696125
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification
Number)
8800 "F" Street, Omaha, Nebraska 68127
(Address of principal executive offices) (Zip Code)
(402) 339-2400
(Registrant's telephone number, including area code)
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 [ ]
Indicate the number of shares outstanding of each
of the issuer's classes of common stock, as of the
latest practicable date:
Class of Common Stock Outstanding at
September 9,1996
Common Stock 5,004,942 Shares
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
PAMIDA HOLDINGS CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)
ASSETS: July 28, January 28,
Current assets: 1996 1996
-------- --------
Cash $ 11,033 $ 7,298
Accounts receivable, less
allowance for doubtful
accounts of $50 15,186 11,816
Merchandise inventories 137,036 150,837
Property held for sale 1,965 -
Prepaid expenses 2,023 2,953
-------- --------
Total current assets 167,243 172,904
Property, buildings and
equipment, less accumulated
depreciation and amortization
of $57,378 and $55,464 43,775 46,371
Leased property under
capital leases, less
accumulated amortization
of $15,367 and $13,496 29,480 30,977
Deferred financing costs 3,476 3,809
Other assets 8,178 4,464
-------- --------
$252,152 $258,525
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable $ 65,206 $ 63,087
Loan and security
agreement 32,255 31,588
Accrued compensation 3,956 5,923
Accrued interest 7,000 6,992
Store closing reserve 6,072 7,818
Other accrued expenses 11,872 10,823
Income taxes payable 8,773 8,861
Current maturities of
long-term debt 1,253 1,334
Current obligations under
capital leases 1,610 1,847
-------- --------
Total current
liabilities 137,997 138,273
Long-term debt, less
current maturities 165,791 163,746
Obligations under capital
leases, less current
obligations 35,912 36,559
Other long-term liabilities 2,778 4,237
Commitments and contingencies - -
Preferred stock subject to
mandatory redemption
and reserve for dividends
payable 2,016 1,826
Common stockholders' equity:
Common stock, $.01 par
value; 10,000,000 shares
authorized; 5,004,942
shares issued and
outstanding, 50 50
Additional paid-in capital 968 968
Retained earnings (93,360) (87,134)
Total common -------- --------
stockholders' equity (92,342) (86,116)
-------- --------
$252,152 $258,525
======== ========
See notes to consolidated financial statements.
PAMIDA HOLDINGS CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands, Except Per Share Amounts)
(Unaudited)
Three Months Ended Six Months Ended
July 28, July 30, July 28, July 30,
1996 1995 1996 1995
-------- -------- -------- --------
Sales $155,817 $186,953 $287,603 $340,914
Cost of goods sold 118,721 142,315 218,932 259,463
-------- -------- -------- --------
Gross profit 37,096 44,638 68,671 81,451
-------- -------- -------- --------
Expenses:
Selling, general and
administrative 31,262 37,269 60,473 71,690
Interest 7,128 7,286 14,234 14,522
-------- -------- -------- --------
38,390 44,555 74,707 86,212
Income (loss) before
income tax
provision (credit) (1,294) 83 (6,036) (4,761)
Income tax provision
(credit) - (525) - (3,190)
-------- -------- -------- --------
Net income (loss) (1,294) 608 (6,036) (1,571)
Less provision for
preferred dividends
and discount
amortization 97 90 190 181
-------- -------- -------- --------
Net income (loss)
available for
common stock $ (1,391) $ 518 $ (6,226)$ (1,752)
======== ======== ======== ========
Income (loss) per
common share $ (.27) $ .10 $ (1.24)$ (.35)
======== ======== ======== ========
See notes to consolidated financial statements.
PAMIDA HOLDINGS CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
Six Months Ended
July 28, July 30,
1996 1995
CASH FLOWS FROM OPERATING ACTIVITIES: -------- --------
Net loss $ (6,036) $ (1,571)
-------- --------
Adjustments to reconcile net
loss to net cash provided by
(used in) operations:
Depreciation and amortization 5,468 7,627
Provision for LIFO inventory
valuation 300 500
Non-cash interest expense 2,015 1,825
Gain on disposal of assets (28) (793)
Other 79 77
Decrease in store closing reserve (3,365) -
(Increase) decrease in merchandise
inventories 13,501 (5,506)
Increase in other operating assets (3,252) (2,498)
Increase in accounts payable 2,119 6,913
Decrease in other operating
liabilities (864) (6,874)
-------- --------
Total adjustments 15,973 1,271
-------- --------
Net cash provided by (used
in) operating activities 9,937 (300)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (3,148) (3,357)
Construction notes receivable (3,022) -
Proceeds from disposal of fixed assets 28 852
Assets acquired for sale, net 253 -
Other 8 7
-------- --------
Net cash used in investing
activities (5,881) (2,498)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under loan and security
agreement, net 667 6,000
Proceeds from sale of stock - 18
Principal payments on capital lease
obligations (884) (1,042)
Dividends paid - (158)
Principal payments on long-term debt (104) (94)
Payments for deferred finance costs - (13)
-------- --------
Net cash provided by (used in)
financing activities (321) 4,711
-------- --------
Net increase in cash 3,735 1,913
Cash at beginning of year 7,298 7,059
-------- --------
Cash at end of period $ 11,033 $ 8,972
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION:
(1) Cash paid (received) during
the period for:
Interest $ 12,158 $ 12,561
Income taxes:
Payments to taxing authorities 257 3,448
Refunds received from taxing
authorities (169) (71)
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITY:
(1) Capital lease obligations
incurred when the Company
entered lease agreements
for new store facilities $ - $ 3,050
(2) Amortization of discount on
junior cumulative preferred
stock recorded as a direct
charge to retained earnings 24 23
(3) Provision for dividends payable 166 -
(4) In-kind payment of accrued interest
on promissory notes:
Promissory notes 1,989 1,791
Accrued interest (1,989) (1,791)
See notes to consolidated financial statements.
PAMIDA HOLDINGS CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JULY 28, 1996 AND JULY 30, 1995
(Unaudited)
(Dollars in Thousands)
1.Management Representation
The accompanying unaudited consolidated financial
statements have been prepared in accordance with
generally accepted accounting principles for
interim financial information. In the opinion of
management, all adjustments necessary for a fair
presentation of the results of operations for the
interim periods have been included. All such
adjustments are of a normal recurring nature.
Because of the seasonal nature of the business,
results for interim periods are not necessarily
indicative of a full year's operations. The
accounting policies followed by Pamida Holdings
Corporation (the Company) and additional footnotes
are reflected in the consolidated financial
statements included in the Company's annual report
to stockholders for the fiscal year ended January
28, 1996. Those consolidated financial statements
were incorporated by reference in the Company's
Form 10-K Annual Report for the fiscal year ended
January 28, 1996.
2.Inventories
Substantially all inventories are stated at the
lower of cost (last-in, first-out) or market.
Total inventories would have been higher at July
28, 1996 and January 28, 1996 by $6,000 and $5,700
respectively, had the FIFO (first-in, first-out)
method been used to determine the cost of all
inventories. Quarterly LIFO inventory
determinations reflect assumptions regarding fiscal
year-end inventory levels and the estimated impact of annual inflation.
3.Related Party Transactions
In March and June 1995 the Company received $79 from
Pamida, Inc. (Pamida) to enable the Company to
make dividend payments to preferred stockholders.
No such payments have been received from Pamida
during fiscal 1997.
4.Income (Loss) Per Common Share
Income(Loss) per common share was calculated using
the weighted average common shares and dilutive
common share equivalents outstanding during the
period using the treasury stock method.
5.Reclassifications
Certain reclassifications have been made to the
prior year's financial statements to conform to the
current year's presentation.
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 certain significant factors which have
affected the Company's results of operations and
financial condition for the periods included in the
accompanying consolidated financial statements.
RESULTS OF OPERATIONS
The following table sets forth an analysis of
various components of the Consolidated Statements
of Operations as a percentage of sales for the
three and six months ended July 28, 1996 and July
30, 1995:
Three Months Ended Six Months Ended
July 28, July 30, July 28, July 30,
1996 1995 1996 1995
------- ------- ------- -------
Sales 100.0% 100.0% 100.0% 100.0%
Cost of goods sold 76.2% 76.1% 76.1% 76.1%
------- ------- ------- -------
Gross Profit 23.8% 23.9% 23.9% 23.9%
Selling, general and
administrative expenses 20.0% 20.0% 21.0% 21.0%
------- ------- ------- -------
Operating income 3.8% 3.9% 2.9% 2.9%
Interest expense 4.6% 3.9% 5.0% 4.3%
------- ------- ------- -------
Income (loss) before
income tax provision
(credit) -0.8% - -2.1% -1.4%
Income tax provision
(credit) - -0.3% - -0.9%
------- ------- ------- -------
Net income (loss) -0.8% 0.3% -2.1% -0.5%
======== ======= ======= =======
Sales - During the second quarter and first six
months of fiscal 1997, sales in comparable stores
decreased $7,293 or 4.8% and $7,369 or 2.7%,
respectively. Comparable store sales for the
second quarter of fiscal 1997 continued to be
affected by the slowed warehouse distributions to
stores as a result of the warehouse management
system implementation initiated in the first quarter
of fiscal 1997 and the fact that last year's
sales included low-margin clearance sales which did
not reoccur this year. Installation of the
warehouse management system was largely completed
in August 1996, thereby enabling the company to
produce positive comparable store sales in August.
The Company experienced a decrease in total sales
for the second quarter and first six months of
fiscal 1997 due primarily to the closing of forty
stores as of the end of fiscal 1996 in unprofitable
or highly competitive markets which did not fit the
Company's niche market strategy. Sales for the
second quarter of fiscal 1997 decreased by $31,136
or 16.7% compared to sales for the second quarter
of fiscal 1996. Similarly, sales for the first six
months of fiscal 1997 decreased by $53,311 or 15.6%.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Thousands)
(Continued)
The Company experienced comparable store sales
increases in the second quarter of fiscal 1997 in
several merchandise categories, especially the
pharmacy prescriptions, junior apparel and ready-
to-wear areas. The Company experienced sales
declines in lawn and garden, sporting goods,
automotive and several softlines categories.
The Company operated 144 stores at the end of the
first quarter of fiscal 1997 as compared with 183
stores at the end of the first quarter of fiscal
1996 and operated 146 stores at the end of the
second quarter of fiscal 1997 as compared with 181
stores at the end of the second quarter of fiscal
1996. Since July 30, 1995, the Company has opened
nine stores in new markets, relocated four stores
and closed forty-four stores.
Gross profit - The Company's merchandise gross
profit as a percentage of sales in the first half
of fiscal 1997 improved .7% as compared to the
first half of fiscal 1996. However, this
improvement was offset by additional labor costs
necessary in the warehouse and distribution areas
due to the warehouse management system
implementation mentioned above. Therefore, as a
percentage of sales, gross profit decreased
slightly from 23.9% for the second quarter of
fiscal 1996 to 23.8% for the second quarter of
fiscal 1997. Gross profit as a percentage of sales
was 23.9% for both the first half of fiscal 1997
and fiscal 1996.
Selling, general and administrative (SG&A) expense
decreased $6,007 or 16.1% for the second quarter of
fiscal 1997 compared to the second quarter of
fiscal 1996 and decreased $11,217 or 15.7% for the
first six months of fiscal 1997 compared to the
first six months of fiscal 1996. As a percentage
of sales, SG&A expense was 20.0% for both the
second quarters of fiscal 1997 and fiscal 1996 and
was 21.0% for both the first six months of fiscal
1997 and the first six months of fiscal 1996.
Approximately 36.8% and 14.8%, respectively, of the
total decrease in SG&A expense for the second
quarter of fiscal 1997 was attributable to store
payroll costs, which decreased 15.2%, and store
occupancy costs, which decreased 12.8%. In
addition, store controllable and advertising costs
decreased 18.9% and 32.3% respectively, amounting
to 17.8% and 21.6%, respectively, of the total
decrease in SG&A costs. All of these areas of
expense were impacted by the elimination of costs
related to the forty stores which were closed as of
the end of fiscal 1996. These decreased costs were
offset somewhat by new store pre-opening costs
totaling approximately $754. Store pre-opening
costs in the second quarter of fiscal 1996 totaled
approximately $236. SG&A costs were also
positively impacted by reduced accruals for
management bonuses and the elimination of
amortization of goodwill and favorable leasehold
interests resulting from the write-off of the
latter items in the fourth quarter of fiscal 1996.
The decreases in SG&A costs were offset by a $432
reduction in other income which was attributable
primarily to one-time gains realized in fiscal 1996
primarily from the sale of idle transportation
company assets.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Thousands)
(Continued)
Approximately 37.3% and 18.3%, respectively, of the
total decrease in SG&A expense for the first six
months of fiscal 1997 was attributable to store
payroll costs, which decreased 14.9%, and store
occupancy costs, which decreased 14.6%. In
addition, store controllable and advertising costs
decreased 16.6% and 25.6% respectively, amounting
to 15.7% and 16.6%, respectively, of the total
decrease in SG&A costs. These areas of expense were
impacted by the elimination of costs related to the
forty stores closed as of the end of fiscal 1996.
These decreased costs were somewhat offset by new
store pre-opening costs totaling approximately
$830. Store pre-opening costs in the first half of
fiscal 1996 totaled approximately $362. SG&A costs
were also positively impacted by reduced accruals
for management bonuses and the elimination of
amortization of goodwill and favorable leasehold
interests resulting from the write-off of the
latter items in the fourth quarter of fiscal 1996.
The decreases in SG&A costs were offset by a $1,000
reduction in other income which was attributable
primarily to one-time gains realized in fiscal 1996
primarily from the sale of idle transportation
company assets.
Interest expense decreased $158 or 2.2% for the
second quarter of fiscal 1997 compared to the same
period of fiscal 1996 and decreased $288 or 2.0%
for the first half of fiscal 1997 compared to the
same period of fiscal 1996. The decrease was due
to a reduction in interest related to capital
leases, primarily as a result of the forty stores
closed as of the end of fiscal 1996, offset
somewhat by a slight increase in interest
attributable to the promissory notes which require
quarterly interest payments to be paid in kind and
added to principal.
Income tax benefit The Company has certain
unutilized tax loss carry forwards derived
primarily from prior period store closing charges.
No additional tax benefit could be recorded during
either the first or second quarter of fiscal 1997.
Consequently, the net loss before taxes in fiscal
1997 was not reduced by a tax benefit. In the
prior year, no such tax loss carry forwards
existed, and tax benefits of $525 and $3,190
were recorded in fiscal 1996 for the second quarter
and first six months, respectively, consistent with
the Company's expected effective tax rate. Due to
the amount of unutilized tax loss carry forwards
available, the Company does not expect to tax-effect
quarterly income or losses during the
remainder of fiscal 1997. Accordingly, while the
Company's earnings performance is negatively
impacted by this situation in quarters with pre-tax
losses, periods with pre-tax income will be
positively affected.
LIQUIDITY AND CAPITAL RESOURCES
The Company's business is seasonal with first
quarter sales (February through April) being lower
than sales during the other three quarters. Fourth
quarter sales (November through January) have
represented approximately 29% of the full year's
retail sales in recent years and normally involve a
greater proportion of higher margin sales.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Thousands)
(Continued)
Funds provided by operating activities were $9,937
in the first half of fiscal 1997 compared to a
usage of funds of $300 in the first half of
fiscal 1996. This $10,237 improvement in net cash
generated by operating activities during the first
half of fiscal 1997 resulted primarily from changes
in inventories and other operating liabilities,
offset somewhat by changes in accounts payable, net
loss and store closing reserves.
The Company satisfies its seasonal liquidity
requirements primarily through a combination of
funds provided from operations and from a revolving
credit facility which provides for borrowings of up
to $70,000. Effective January 19, 1996, the term
of Pamida, Inc.'s (Pamida) committed Loan and
Security Agreement (the Agreement) was extended by
one year to March of 1998. The maximum borrowing
limit of the facility was reduced at that time to
$70,000 from $80,000 in line with lower expected
borrowings during the remainder of the term of the
Agreement, due to the elimination of over $30,000
in inventories at the forty closed stores.
Borrowings under the Agreement bear interest at a
rate which is .75% per annum greater than the
applicable prime rate. The amounts Pamida is
permitted to borrow are determined by a formula
based upon the amount of Pamida's eligible
inventory from time to time. Such borrowings are
secured by security interests in all of the current
assets (including inventory) of Pamida and by liens
on certain real estate interests and other property
of Pamida. The Company and two subsidiaries of
Pamida have guaranteed the payment and performance
of Pamida's obligations under the Agreement and
have pledged some or all of their respective
assets, including the stock of Pamida owned by the
Company, to secure such guarantees.
The Agreement contains provisions imposing
operating and financial restrictions on the
Company. Certain provisions of the Agreement
require the maintenance of specified amounts of
tangible net worth (as defined) and working capital
(as defined) and the achievement of specified
minimum amounts of cash flow (as defined). Other
restrictions in the Agreement and those provided
under the Indenture relating to the Senior
Subordinated Notes will affect, among other things,
the ability of the Company to incur additional
indebtedness, pay dividends, repay indebtedness
prior to its stated maturity, create liens, enter
into leases, sell assets or engage in mergers or
acquisitions, make capital expenditures and make
investments. These covenants currently have not
had an impact on the Company's ability to fully
utilize the revolving credit facility. However,
certain of the covenants, such as those which
restrict the ability of the Company to incur
indebtedness or encumber its property or which
impose restrictions on or otherwise limit the
Company's ability to engage in sale-leaseback
transactions, may at some future time prevent the
Company from pursuing its store expansion program
at the rate that the Company desires.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Thousands)
(Continued)
Obligations under the Agreement were $32,255 at
July 28, 1996 and $26,602 at July 30, 1995. In
previous years' financial statements, revolving
borrowings under the Agreement were included in
long-term debt. At January 28, 1996, the Company
was required to adopt new guidance provided by the
FASB's Emerging Issues Task Force in Abstract 95-
22. This Abstract requires classification of the
outstanding borrowings under the Company's
committed revolving credit facility as a current
liability on the Company's balance sheets. As
noted above, this facility expires in March of
1998, and the Company intends to refinance any
outstanding balance by such date. These borrowings
are senior to the Senior Subordinated Notes of the
Company.
The Company had long-term debt and obligations
under capital leases of $201,703 as of July 28,
1996 and $209,351 at July 30, 1995. The Company's
ability to satisfy scheduled principal and interest
payments under such obligations in the ordinary
course of business is dependent primarily upon the
sufficiency of the Company's operating cash flow.
At July 28, 1996, the Company was in compliance
with all covenants contained in its various
financing agreements.
Pamida paid the Company $79 during each of the
first and second quarters of fiscal 1996 under a
tax-sharing agreement to enable the Company to pay
quarterly dividends to its preferred stockholders.
Since the Company conducts no operations of its
own, the only cash requirement of the Company
relates to preferred stock dividends in the
aggregate annual amount of approximately $316; and
Pamida is expressly permitted under its existing
credit facilities to pay dividends to the Company
to fund such preferred stock dividends. However,
the General Corporation Law of the State of
Delaware, under which the Company and Pamida are
incorporated, allows a corporation to declare or
pay a dividend only from its surplus or from the
current or the prior year's earnings. Due to the
retained deficit, resulting primarily from the
forty store closings and the write-off of goodwill
and other long-lived assets recognized in the
fourth quarter of fiscal 1996, the Company and
Pamida may pay dividends in fiscal 1997 and in
ensuing years only to the extent that the Company
and Pamida satisfy the applicable statutory
standards which includes the Company's having a net
worth equal to at least the aggregate par value of
the preferred stock which amounts to $2,141. The
Company did not declare or pay the preferred stock
dividends payable on February 29, 1996, May 31,
1996 or August 31, 1996. The cumulative dividend
rate on the preferred stock increases by 0.5% per
quarter (with a maximum aggregate increase of 5%)
on each quarterly dividend payment date on which
the preferred stock dividends are not paid
currently on a cumulative basis. Any unpaid
dividends are added to the liquidation value until
paid in cash. Such nonpayment of preferred stock
dividends does not accelerate the redemption rights
of the preferred stockholders.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Thousands)
(Continued)
The Company made capital expenditures of $3,148
during the first half of fiscal 1997 compared to
$3,357 during the first half of fiscal 1996. The
Company plans to open a total of eight new stores
in fiscal 1997 and will consider additional
opportunities for new store locations as they
arise. Total capital expenditures are expected to
be approximately $5,400 in fiscal 1997. The
Company expects to fund these expenditures from
cash flow from its operations. The costs of
buildings and land for new store locations are
expected to be financed by operating or capital
leases with unaffiliated landlords. The Company's
expansion program will require inventory of
approximately $1,000 to $1,200 for each store in a
new market, which the Company expects to finance
through trade credit, borrowings under the Agreement
and cash flow from operations.
On a long-term basis, the Company's expansion will
require continued investments in store locations,
working capital and distribution and infrastructure
enhancements. The Company expects to continue to
finance some of these investments through leases
from unaffiliated landlords, trade credit,
borrowings under the Agreement and cash flow from
operations, but ultimately will need to explore
additional sources of funds which may include both
debt (mid-term to long-term) and equity capital.
Currently, it is not possible for the Company to
predict with any certainty either the timing or the
availability of any such additional financing.
INFLATION
The Company uses the LIFO method of inventory
valuation in its financial statements; as a result,
the cost of merchandise sold approximates current
costs. Due to the revaluation of property,
buildings and equipment in connection with the
purchase transaction in 1986, as well as the recent
opening of new stores, depreciation expense closely
approximates current costs. The Company's rental
expense is generally fixed and, except for small
amounts of percentage rentals, has not been affected by inflation.
PART II - OTHER INFORMATION
Items 1 -2.
None.
Item 3.
The General Corporation Law of Delaware, under
which the registrant is incorporated, allows a
corporation to declare or pay a dividend only from
its surplus or from the current or the prior year's
earnings. Due to the retained deficit resulting
primarily from the forty store closings and the
write-off of goodwill and other long-lived assets
in the fourth quarter of fiscal 1996, the
registrant may pay dividends in fiscal 1997 and in
ensuing years only to the extent that the
registrant satisfies the applicable statutory
standards, which includes the registrant's having a
net worth equal to at least the aggregate par value
of its outstanding preferred stock which amounts to
$2,141. Accordingly, the registrant was restricted
from declaring or paying the quarterly dividends
payable on February 29, 1996, and May 31, 1996, and
August 31, 1996, with respect to the outstanding
16.25% Senior Cumulative Preferred Stock and 14.25%
Junior Cumulative Preferred Stock of the registrant
and does not anticipate paying dividends on the
registrant's preferred stock in the foreseeable
future. As of the date of this report, the total
preferred stock dividend arrearage was $253.
Pursuant to the Certificate of Incorporation of the
registrant, the cumulative dividend rate on the
registrant's preferred stock increases by 0.5% per
quarter (with a maximum aggregate increase of 5%)
on each quarterly dividend payment date on which
the preferred stock dividends are not paid
currently on a cumulative basis. Any unpaid
dividends are added to the liquidation value of the
preferred stock until paid in cash. Such
nonpayment of preferred stock dividends does not
accelerate the redemption rights of the preferred
stockholders.
Item 4:
(a) The 1996 annual meeting (the "Annual Meeting")
of stockholders of the registrant was held on
(b) May 23, 1996.
(b) The following persons were elected as directors
at the Annual Meeting:
L. David Callaway, III
Stuyvesant P. Comfort
M. Saleem Muqaddam
Steven S. Fishman
Robert D. Gordman
Peter J. Sodini
Frank A. Washburn.
No other director,s term of office continued after
the Annual Meeting.
(c) Votes were cash or withheld in the election of
directors at the Annual Meeting as follows:
Director For Withheld
L. David Callaway, III 3,101,457 8,510
Stuyvesant P. Comfort 3,101,457 8,510
M. Saleem Muqaddam 3,101,457 8,510
Steven S. Fishman 3,101,357 8,610
Robert D. Gordman 3,101,357 8,610
Peter J. Sodini 3,101,457 8,510
Frank A. Washburn 3,101,267 8,700
Item 5:
None
Item 6:
(a) Exhibits.
- - 27.0 Financial Data Schedule (EDGAR version only)
(b) None.
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.
PAMIDA HOLDINGS CORPORATION
(Registrant)
Date: 9-11-96
By: /s/ Steven S. Fishman
Steven S. Fishman, Chairman,
President and Chief Executive Officer
Date: 9-11-96
By: /s/ Todd D. Weyhrich
Todd D. Weyhrich
Vice President - Controller
