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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
------------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
------------------------
FOR THE QUARTER ENDED COMMISSION FILE NUMBER
APRIL 30, 1994 0-16404
SUPERMARKETS GENERAL HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-3408704
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
301 BLAIR ROAD, P. O. BOX 5301 07095-0915
WOODBRIDGE, NJ (Zip Code)
(Address of principal executive office)
908-499-3000
(Registrant's telephone number, including area code)
------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
$3.52 CUMULATIVE EXCHANGEABLE REDEEMABLE PREFERRED STOCK
(Title of Class)
------------------------
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 __
As of April 30,, 1994, there were outstanding 650,675 shares of $0.01 par
value Class A Common Stock (voting) and 320,000 shares of $0.01 par value Class
B Common Stock (non-voting), all of which are privately owned and not traded on
a public market.
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<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
SUPERMARKETS GENERAL HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS)
<TABLE> <CAPTION>
13 WEEKS ENDED
----------------------------
APRIL 30, MAY 1,
1994 1993
------------- -------------
<S> <C> <C>
Sales................................................................................. $ 1,019,016 $ 1,071,307
Cost of sales (exclusive of depreciation and amortization shown
separately below)................................................................... 729,758 775,654
------------- -------------
Gross profit.......................................................................... 289,258 295,653
Selling, general and administrative expenses.......................................... 234,582 238,539
Depreciation and amortization......................................................... 15,742 17,160
------------- -------------
Operating earnings.................................................................... 38,934 39,954
Interest expense...................................................................... 40,541 48,931
Interest income allocated to discontinued operations.................................. -- 3,218
------------- -------------
Loss from continuing operations before income taxes, extraordinary items and
cumulative effect of accounting changes............................................... (1,607) (5,759)
Income tax provision (benefit)........................................................ 42 (1,192)
------------- -------------
Loss from continuing operations before extraordinary items and cumulative effect of
accounting changes.................................................................... (1,649) (4,567)
Loss from discontinued operations..................................................... (6,699) (1,959)
------------- -------------
Loss before extraordinary items and cumulative effect of accounting changes........... (8,348) (6,526)
Extraordinary items, net of an income tax benefit of $71.............................. -- (99)
------------- -------------
Loss before cumulative effect of accounting changes................................... (8,348) (6,625)
Cumulative effect of accounting changes
Postretirement benefits other than pensions, net of an income tax
benefit of $11,289............................................................... -- (15,636)
Postemployment benefits, net of an income tax benefit of $1,813..................... -- (2,488)
Change in the determination of the discount rate utilized to record the present
value of certain noncurrent liabilities, net of an income tax benefit of
$8,430................................................................................ -- (11,570)
Change in the method utilized to calculate last-in, first-out (LIFO) inventories,
net of an income tax benefit of $7,770................................................ -- (10,664)
------------- -------------
Net loss.............................................................................. (8,348) (46,983)
Less non-cash preferred stock accretion and
dividend requirements............................................................... (4,702) (4,686)
------------- -------------
Net loss attributable to its common stockholder....................................... $ (13,050) $ (51,669)
------------- -------------
------------- -------------
</TABLE>
See notes to consolidated financial statements.
1
<PAGE>
SUPERMARKETS GENERAL HOLDINGS CORPORATION
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(IN THOUSANDS EXCEPT SHARE AMOUNTS)
<TABLE> <CAPTION>
APRIL 30, JANUARY 29,
1994 1994
------------- -------------
<S> <C> <C>
ASSETS
Current Assets
Cash.............................................................................. $ 5,505 $ 6,168
Accounts receivable, net.......................................................... 16,806 15,428
Merchandise inventories........................................................... 341,563 323,036
Income taxes receivable........................................................... 2,999 22,422
Prepaid expenses.................................................................. 25,767 21,838
Due from suppliers................................................................ 16,851 20,600
Other current assets.............................................................. 14,682 12,432
------------- -------------
Total Current Assets......................................................... 424,173 421,924
Property and Equipment, Net......................................................... 639,526 645,843
Deferred Financing Costs, Net....................................................... 44,746 46,497
Deferred Income Taxes............................................................... 2,890 2,890
Investment in Purity Supreme (net of valuation allowance of $30,017
at April 30, 1994 and January 29, 1994)........................................... -- --
Other Assets........................................................................ 21,433 27,736
------------- -------------
$ 1,132,768 $ 1,144,890
------------- -------------
------------- -------------
LIABILITIES AND STOCKHOLDER'S DEFICIT
Current Liabilities
Accounts payable.................................................................. $ 265,219 $ 282,771
Current maturities of long-term debt.............................................. 45,784 46,244
Accrued payroll and payroll taxes................................................. 54,971 60,204
Current portion of obligations under capital leases............................... 18,410 18,844
Accrued interest payable.......................................................... 35,963 16,633
Accrued expenses and other current liabilities.................................... 114,780 114,431
------------- -------------
Total Current Liabilities.................................................... 535,127 539,127
------------- -------------
Long-Term Debt...................................................................... 1,411,372 1,415,236
------------- -------------
Obligations Under Capital Leases, Long-Term......................................... 129,133 131,506
------------- -------------
Other Noncurrent Liabilities........................................................ 254,152 243,385
------------- -------------
Redeemable Securities
Exchangeable Preferred Stock, $.01 par value...................................... 100,744 100,346
Authorized: 9,000,000 shares
Issued and outstanding: 4,890,671 shares at April 30, 1994 and
January 29, 1994
Liquidation preference, $25 per share: $122,267 at April 30, 1994 and
January 29, 1994
------------- -------------
Total Redeemable Securities.................................................. 100,744 100,346
------------- -------------
Commitments and Contingencies
Stockholder's Deficit
Class A Common Stock, $.01 par value.............................................. 7 7
Authorized: 1,075,000 shares
Issued and outstanding: 650,675 shares at April 30, 1994 and
January 29, 1994
Class B Common Stock, $.01 par value.............................................. 3 3
Authorized: 1,000,000 shares
Issued and outstanding: 320,000 shares at April 30, 1994 and
January 29, 1994
Paid-in Capital................................................................... 200,350 200,748
Accumulated Deficit............................................................... (1,498,120) (1,485,468)
------------- -------------
Total Stockholder's Deficit.................................................. (1,297,760) (1,284,710)
------------- -------------
$ 1,132,768 $ 1,144,890
------------- -------------
------------- -------------
</TABLE>
See notes to consolidated financial statements.
2
<PAGE>
SUPERMARKETS GENERAL HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S DEFICIT (UNAUDITED)
(IN THOUSANDS EXCEPT SHARE AMOUNTS)
<TABLE> <CAPTION>
CLASS A CLASS B TOTAL
COMMON COMMON PAID-IN ACCUMULATED STOCKHOLDER'S
STOCK STOCK CAPITAL DEFICIT DEFICIT
------------- ------------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Balance at January 29, 1994............................ $ 7 $ 3 $ 200,748 $ (1,485,468) $ (1,284,710)
Net loss............................................. -- -- -- (8,348) (8,348)
Accrued dividends on preferred stock ($.88 per
share)................................................. -- -- -- (4,304) (4,304)
Accretion on preferred stock......................... -- -- (398) -- (398)
--- --- ---------- ------------- -------------
Balance April 30, 1994................................. $ 7 $ 3 $ 200,350 $ (1,498,120) $ (1,297,760)
--- --- ---------- ------------- -------------
--- --- ---------- ------------- -------------
Balance, January 30, 1993.............................. $ 7 $ 3 $ 202,303 $ (1,305,025) $ (1,102,712)
Net loss............................................. -- -- -- (46,983) (46,983)
Accrued dividends on preferred stock ($.88 per
share)................................................. -- -- -- (4,304) (4,304)
Accretion on preferred stock......................... -- -- (382) -- (382)
--- --- ---------- ------------- -------------
Balance May 1, 1993.................................... $ 7 $ 3 $ 201,921 $ (1,356,312) $ (1,154,381)
--- --- ---------- ------------- -------------
--- --- ---------- ------------- -------------
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
SUPERMARKETS GENERAL HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
<TABLE> <CAPTION>
13 WEEKS ENDED
----------------------
APRIL 30, MAY 1,
1994 1993
---------- ----------
<S> <C> <C>
Operating Activities
Net loss............................................................................... $ (8,348) $ (46,983)
Adjustments to reconcile net loss to net cash provided by
operating activities
Extraordinary loss on early extinguishment of debt................................ -- 99
Cumulative effect of accounting changes........................................... -- 40,358
Depreciation and amortization..................................................... 15,742 17,160
Deferred income tax provision (benefit)........................................... 399 (3,110)
Interest accruable but not payable................................................ 3,254 --
Amortization of original issue discount........................................... 3,487 317
Amortization of debt issuance costs............................................... 1,622 1,036
Loss on disposal of property and equipment........................................ 55 117
Loss from discontinued operations................................................. 6,699 1,959
Cash provided by (used for) operating assets and liabilities
Accounts receivable, net....................................................... (1,378) 776
Merchandise inventories........................................................ (18,527) (18,486)
Income taxes receivable........................................................ 19,423 1,803
Other current assets........................................................... (2,430) 6,282
Accounts payable............................................................... (17,552) (20,340)
Other current liabilities...................................................... 14,574 (12,072)
Other noncurrent assets and liabilities, net................................... 10,520 10,084
---------- ----------
Cash provided by (used for) operating activities............................ 27,540 (21,000)
---------- ----------
Investing Activities
Property and equipment expenditures.................................................... (13,429) (12,799)
Proceeds from disposition of property and equipment.................................... 578 156
---------- ----------
Cash used for investing activities.......................................... (12,851) (12,643)
---------- ----------
Financing Activities
Decrease in Working Capital Facilities borrowings...................................... (1,500) --
Decrease in Pathmark Term Loan......................................................... (8,750) --
Increase in Old Working Capital Facility borrowings.................................... -- 44,000
Repayment of other long-term borrowings................................................ (815) (6,620)
Reduction in obligations under capital leases.......................................... (4,287) (3,418)
---------- ----------
Cash provided by (used for) financing activities............................ (15,352) 33,962
---------- ----------
Increase (decrease) in cash.............................................................. (663) 319
Cash at beginning of period.............................................................. 6,168 3,806
---------- ----------
Cash at end of period.................................................................... $ 5,505 $ 4,125
---------- ----------
---------- ----------
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
SUPERMARKETS GENERAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1--ORGANIZATION AND BASIS OF PRESENTATION
On February 4, 1991, Supermarkets General Holdings Corporation (the
"Company"), through the consummation of an exchange offer (the "Exchange Offer")
pursuant to which the then existing common stockholders exchanged on a
one-for-one basis shares of the Company's common stock for shares of common
stock of SMG-II Holdings Corporation ("SMG-II"), became a wholly owned
subsidiary of SMG-II. As a result of the Exchange Offer, SMG-II owns all of the
Company's common stock and is effectively a holding company for the operations
of the Company. The holders of SMG-II's common stock include certain limited
partnerships controlled directly or indirectly by Merrill Lynch Capital
Partners, Inc., together with certain indirectly wholly owned subsidiaries of
Merrill Lynch & Co., Inc., certain members of the Company's management,
Manufacturers Hanover Capital Partners, Inc. and the Equitable Life Assurance
Society of the United States and certain of its affiliates.
The consolidated financial statements included herein reflect all
adjustments which, in the opinion of management, are of a normal and recurring
nature and are necessary to present fairly the results of operations and
financial position of the Company and have been prepared in accordance with the
same accounting principles followed in the presentation of the Company's annual
financial statements for the year ended January 29, 1994. The reader is referred
to the Company's Form 10-K Annual Report for the year ended January 29, 1994,
Notes to Consolidated Financial Statements, for a summary of significant
accounting policies.
The accompanying consolidated financial statements of the Company indicate
that at April 30, 1994 current liabilities exceed its current assets by $111.0
million and the Company's stockholder's deficit approximates $1.3 billion.
Management believes that cash flows generated from operations supplemented by
the unused borrowing capacity under the Pathmark and Plainbridge Working Capital
Facilities and the availability of capital lease financing will be sufficient to
pay the Company's debts as they come due, provide for its capital expenditure
program and meet its seasonal cash requirements. Further, the Company believes
it will be in compliance throughout the year with its various debt covenants.
Since the Company is a wholly owned subsidiary, earnings (loss) per share
information is not presented.
NOTE 2--RECAPITALIZATION AND DISCONTINUED OPERATIONS
During Fiscal 1993, the Board of Directors authorized management of the
Company to proceed with a recapitalization plan (the "Recapitalization")
consisting of a refinancing of the Company's debt.
On October 26, 1993, the Recapitalization was consummated. Pathmark Stores,
Inc. (formerly Supermarkets General Corporation, hereinafter referred to as
"Pathmark") borrowed $450.0 million under a bank credit agreement, consisting of
$400.0 million under a term loan facility ("the Pathmark Term Loan") and $50.0
million under a $175.0 million working capital facility (the "Pathmark Working
Capital Facility"), borrowed $436.6 million from the issuance of its 9.625%
Senior Subordinated Notes due 2003 (the "Pathmark Senior Subordinated Notes"),
issued $120.0 million initial principal amount of its 10.75% Junior Subordinated
Deferred Coupon Notes due 2003 (the "Pathmark Deferred Coupon Notes"), exchanged
$95.8 million principal amount of its 12.625% Subordinated Debentures due 2002
(the "Pathmark Subordinated Debentures") for $95.8 million principal amount
outstanding of Holdings Subordinated Debentures and exchanged $198.5 million
principal amount of its 11.625% Subordinated Notes due 2002 (the "Pathmark
Subordinated Notes") for $198.5 million principal amount outstanding of the
Holdings Subordinated Notes. As part of the Recapitalization,
5
<PAGE>
SUPERMARKETS GENERAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)--(CONTINUED)
NOTE 2--RECAPITALIZATION AND DISCONTINUED OPERATIONS--(CONTINUED)
PTK Holdings, Inc. ("PTK"), a newly formed wholly owned subsidiary of Holdings,
borrowed $126.1 million through the issuance of its $130.0 million aggregate
principal amount 10.25% Exchangeable Guaranteed Debentures due 2003 (the "PTK
DIBs") in a private placement, which bonds the Company has guaranteed. The
proceeds from the aforementioned borrowings were used to redeem the Old Working
Capital Facility, Holdings 14.5% Senior Subordinated Notes due 1997 (the
"Holdings Senior Subordinated Notes") and Holdings 13.125% Junior Subordinated
Discount Debentures due 2003 (the "Holdings Discount Debentures") and to
purchase $185.0 million aggregate principal amount of the Holdings 12.625%
Subordinated Debentures due 2002 (the "Holdings Subordinated Debentures") from
the Equitable Affiliates. In addition, on October 26, 1993, Plainbridge, Inc.
("Plainbridge"), a newly formed indirectly wholly owned subsidiary of the
Company, borrowed $3.5 million under a $50.0 million bank revolving credit
agreement (the "Plainbridge Working Capital Facility").
In conjunction with the Recapitalization, the assets, liabilities and
related operations of the Company's home centers segment as well as certain
assets and liabilities of the warehouse, distribution and processing facilities
which service Pathmark's supermarkets and drug stores and certain inventories
and real property, were contributed by Pathmark to Plainbridge and the shares of
Plainbridge were distributed to PTK (the "Plainbridge Spin-Off"). As a result,
PTK holds 100% of the capital stock of both Plainbridge and Pathmark. The
Company intends to further spin-off Plainbridge to its common stockholder within
the next year, although there can be no assurance that such spin-off will be
consummated. Any such spin-off would require satisfying the dividend
restrictions with respect to Holding's Exchangeable Preferred Stock (see Note
11) as well as obtaining consents from various lenders to Plainbridge and PTK.
Accordingly, the accompanying consolidated statements of operations for all
periods presented include the operating results of the Company's home centers
segment as discontinued operations. The results of operations related to the
warehouse, transportation and certain real estate are included in the continuing
operating results of the Company for the first quarter of Fiscal 1993 since such
operations represented a portion of the supermarkets and drug stores segment.
Subsequent to the Plainbridge Spin-Off, the operating results related to the
warehouse , transportation and certain real estate are included as discontinued
operations. The net assets of Plainbridge as of April 30, 1994 and January 29,
1994 were approximately $219.9 and $223.5 million, respectively.
In conjunction with the Recapitalization, Pathmark entered into a 10-year
logistical services agreement with Plainbridge (see Note 10). The terms of the
logistical services agreement were designed to require Plainbridge to continue
to provide Pathmark with substantially the same level of supply and other
logistical services as was available from the warehouse, distribution and
processing facilities prior to the Plainbridge Spin-Off at substantially the
same or a lower cost. Subsequent to the Plainbridge Spin-Off, these intercompany
purchases from Plainbridge are included in the Company's continuing operations.
The corresponding revenues generated by Plainbridge from such transactions are
included in the Company's discontinued operations.
6
<PAGE>
SUPERMARKETS GENERAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)--(CONTINUED)
NOTE 2--RECAPITALIZATION AND DISCONTINUED OPERATIONS--(CONTINUED)
Operating results of the discontinued operations were as follows (dollars
in thousands):
<TABLE> <CAPTION>
13 WEEKS ENDED
----------------------
APRIL 30, MAY 1,
1994(A) 1993(B)
----------- ---------
<S> <C> <C>
Revenues
Affiliate.......................................................................... $ 666,053 $ --
Rickel home centers................................................................ 75,459 76,991
Rental income...................................................................... 1,496 --
Other.............................................................................. 4,615 --
----------- ---------
Total revenues....................................................................... $ 747,623 $ 76,991
----------- ---------
----------- ---------
Loss before income taxes............................................................. $ (6,699) $ (3,373)(c)
Income tax benefit................................................................... -- (1,414)
----------- ---------
Net loss from discontinued operations................................................ $ (6,699) $ (1,959)
----------- ---------
----------- ---------
</TABLE>
- ---------------
<TABLE>
<S> <C>
(a) Represents the results of operations related to the warehouse, transportation and certain real estate as well
as the home centers segment.
(b) Represents the results of operations related to the home centers segment.
(c) The home centers segment was not allocated any portion of the Company's Acquisition debt. However, the
Company charged the home centers segment interest expense relating to a proportionate share of certain
borrowings. These charges amounted to $3.2 million for the first quarter of Fiscal 1993 and are included in
the results of the discontinued operations.
</TABLE>
NOTE 3--MERCHANDISE INVENTORIES
Merchandise inventories are comprised of the following (dollars in
thousands):
<TABLE> <CAPTION>
APRIL 30, JANUARY 29,
1994 1994
----------- -----------
<S> <C> <C>
Merchandise inventories at FIFO cost............................................... $ 397,273 $ 377,516
Less LIFO reserve.................................................................. 55,710 54,480
----------- -----------
Merchandise inventories at LIFO cost............................................... $ 341,563 $ 323,036
----------- -----------
----------- -----------
</TABLE>
In the fourth quarter of Fiscal 1993, the Company changed its method
utilized to calculate LIFO store inventories related to its indirect wholly
owned subsidiary, Pathmark (see Note 7).
7
<PAGE>
SUPERMARKETS GENERAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)--(CONTINUED)
NOTE 4--PROPERTY AND EQUIPMENT
Property and equipment are comprised of the following (dollars in
thousands):
<TABLE><CAPTION>
APRIL 30, JANUARY 29,
1994 1994
------------- -----------
<S> <C> <C>
Land................................................................................. $ 65,902 $ 65,840
Buildings and building improvements.................................................. 197,941 196,212
Fixtures and equipment............................................................... 229,579 225,582
Leasehold costs and improvements..................................................... 314,370 309,995
Transportation equipment............................................................. 20,065 19,771
Construction in progress............................................................. -- 680
------------- -----------
Property and equipment, owned........................................................ 827,857 818,080
Property and equipment under capital leases.......................................... 177,533 176,496
------------- -----------
Property and equipment, at cost...................................................... 1,005,390 994,576
Less accumulated depreciation and amortization....................................... 365,864 348,733
------------- -----------
Property and equipment, net.......................................................... $ 639,526 $ 645,843
------------- -----------
------------- -----------
</TABLE>
NOTE 5--LONG-TERM DEBT
Long-term debt is comprised of the following (dollars in thousands):
<TABLE><CAPTION>
APRIL 30, JANUARY 29,
1994 1994
------------- -------------
<S> <C> <C>
Pathmark Term Loan.................................................................. $ 376,250 $ 385,000
Pathmark Working Capital Facility................................................... 26,000 29,000
Plainbridge Working Capital Facility................................................ 10,000 8,500
10.25% PTK Exchangeable Guaranteed Debentures due 2003.............................. 133,047 129,649
9.625% Pathmark Senior Subordinated Notes due 2003.................................. 436,807 436,718
10.75% Pathmark Deferred Coupon Notes due 2003...................................... 126,566 123,312
12.625% Pathmark Subordinated Debentures due 2002................................... 95,750 95,750
11.625% Pathmark Subordinated Notes due 2002........................................ 198,517 198,517
11.625% Holdings Subordinated Notes due 2002........................................ 1,483 1,483
Industrial Revenue Bonds............................................................ 6,375 6,375
Other Debt (primarily mortgages).................................................... 46,361 47,176
------------- -------------
Total debt.......................................................................... 1,457,156 1,461,480
Less current maturities............................................................. 45,784 46,244
------------- -------------
Long-term portion................................................................... $ 1,411,372 $ 1,415,236
------------- -------------
------------- -------------
</TABLE>
8
<PAGE>
SUPERMARKETS GENERAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)--(CONTINUED)
NOTE 6--INTEREST EXPENSE
Interest expense is comprised of the following (dollars in thousands):
<TABLE><CAPTION>
13 WEEKS ENDED
------------------------
APRIL 30, MAY 1,
1994 1993
----------- -----------
<S> <C> <C>
Pathmark Term Loan...................................................................... $ 5,896 $ --
Pathmark Working Capital Facility....................................................... 530 --
Pathmark Senior Subordinated Notes
Amortization of original issue discount............................................... 88 --
Currently payable..................................................................... 10,588 --
Pathmark Deferred Coupon Notes
Accruable but not payable............................................................. 3,254 --
Pathmark Subordinated Debentures........................................................ 3,022 --
Pathmark Subordinated Notes............................................................. 5,813 --
Amortization of PTK DIBs original issue discount........................................ 3,399 --
Old Working Capital Facility............................................................ -- 1,155
Holdings Senior Subordinated Notes...................................................... -- 14,055
Holdings Subordinated Debentures........................................................ -- 13,098
Holdings Subordinated Notes............................................................. -- 5,813
Holdings Discount Debentures............................................................ -- 7,074
Amortization of Holdings original issue discount........................................ -- 317
Amortization of debt issuance costs..................................................... 1,622 1,036
Obligations under capital leases........................................................ 3,699 3,783
Mortgages............................................................................... 52 1,197
Other, net.............................................................................. 2,578 1,403
----------- -----------
Interest expense........................................................................ $ 40,541 $ 48,931
----------- -----------
----------- -----------
</TABLE>
The Company made cash interest payments of $11.5 million and $46.8 million
in the first quarters of Fiscal 1994 and Fiscal 1993, respectively.
NOTE 7--CUMULATIVE EFFECT OF ACCOUNTING CHANGES
The Company made the following accounting changes:
Inventory:
Effective January 31, 1993, the Company changed its method utilized to
calculate LIFO store inventories related to its indirect wholly owned
subsidiary, Pathmark. Prior to Fiscal 1993, the Company utilized a retail
approach to determine current cost and a general warehouse purchase index to
measure inflation in the cost of its merchandise inventories in its stores. The
Company's change arose from the development and utilization in Fiscal 1993 of
internal cost indices based on the specific identification of merchandise in its
stores to measure inflation in the prices, thereby eliminating the averaging and
estimation inherent in the retail and general warehouse purchase index methods.
The Company believes the use of such specific costs and internal indices results
in a more accurate measurement of the impact of inflation in the cost of its
store merchandise. The effect of this change resulted in a charge to income of
$10.7 million, net of an income tax benefit of $7.8 million, and has
9
<PAGE>
SUPERMARKETS GENERAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)--(CONTINUED)
NOTE 7--CUMULATIVE EFFECT OF ACCOUNTING CHANGES--(CONTINUED)
been presented as a cumulative effect of a change in accounting method in the
accompanying consolidated statement of operations for the first quarter of
Fiscal 1993.
Postretirement Benefits other than Pensions:
Effective January 31, 1993, the Company adopted Statement of Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits
other than Pensions" and recognized a transition obligation of $26.9 million,
net of an income tax benefit of $11.3 million, immediately upon adoption.
Postemployment Benefits:
Effective January 31, 1993, the Company adopted Statement of Financial
Accounting Standards No. 112, "Employers' Accounting for Postemployment
Benefits" which resulted in a charge to income of $2.5 million, net of an income
tax benefit of $1.8 million, immediately upon adoption.
Income Taxes:
Effective January 31, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes". The implementation
of SFAS No. 109 had no effect on the consolidated statements of operations,
however, it resulted in a reclassification of the current and noncurrent
deferred taxes.
Present Value Discount Rate Determination:
Effective January 31, 1993, the Company made a change in the determination
of the discount rate utilized to record the present value of certain noncurrent
liabilities (self-insured liabilities and closed store liabilities) and reduced
such rate from 12%, representing the Company's effective interest rate, to a
risk free rate, estimated at 4% in Fiscal 1993. The cumulative effect of this
accounting change as of January 31, 1993 totalled $11.6 million, net of an
income tax benefit of $8.4 million.
NOTE 8--LEASES
The Company incurred capital lease obligations of $1.5 million and $3.5
million during the first quarters of Fiscal 1994 and Fiscal 1993, respectively,
in connection with lease agreements to acquire property and equipment.
NOTE 9--EXTRAORDINARY ITEMS
During the first quarter of Fiscal 1993, in connection with the
Recapitalization, Pathmark repaid $5.7 million aggregate principal amount of
indebtedness secured by a mortgage on the distribution center of the home
centers segment subsequently transferred to Plainbridge. This repayment resulted
in a net loss on early extinguishment of debt of $0.1 million.
NOTE 10--RELATED PARTY TRANSACTIONS
During the fourth quarter of Fiscal 1993, Pathmark and Plainbridge entered
into related party agreements and transactions. Refer to the Company's Form 10-K
Annual Report for the year ended
10
<PAGE>
SUPERMARKETS GENERAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)--(CONTINUED)
NOTE 10--RELATED PARTY TRANSACTIONS--(CONTINUED)
January 29, 1994, Notes to the Consolidated Financial Statements, for a more
detailed description of such agreements. These related party agreements and
transactions are summarized as follows:
1) Spin-Off
A) Services Agreements:
Pathmark and Plainbridge entered into agreements pursuant to which Pathmark
will continue to provide certain administrative services relating to the
warehouse, distribution and home centers operations of Plainbridge and certain
administrative services to Chefmark. The cost of the services under the
Plainbridge and Chefmark service agreements in the aggregate was $3.4 million
for the first quarter of Fiscal 1994.
B) The Logistical Services Agreements:
Under the Logistical Services Agreement, Plainbridge supplies Pathmark most
of the merchandise sold in Pathmark's retail stores and for the provision of
warehousing, distribution and other logistical services relating to the supply
of such merchandise. During the first quarter of Fiscal 1994, Pathmark paid
$36.5 million in fees related to the Logistical Services Agreement. Pathmark
also received an allowance of $6.3 million based on the amount of merchandise
purchased by Plainbridge at Pathmark's direction. In addition, Pathmark has
guaranteed $38.3 million of such merchandise purchases to vendors.
2) Other:
In conjunction with the Plainbridge Spin-Off, certain real property with a
net book value of $64.5 million was transferred to Plainbridge and is being
leased to Pathmark at rentals which the Company believes approximate fair value.
For the first quarter of Fiscal 1994, such rentals amounted to $1.1 million.
In addition, Pathmark is leasing six store properties to Plainbridge with a
net book value of $9.1 million. The Company believes that the rentals received
from Plainbridge approximate fair value. For the first quarter of Fiscal 1994,
such rentals amounted to $1.0 million.
NOTE 11--CUMULATIVE EXCHANGEABLE REDEEMABLE PREFERRED STOCK
Exchangeable Preferred Stock activity during the first quarter of Fiscal
1994 was as follows (dollars in thousands):
<TABLE><CAPTION>
NUMBER OF
SHARES AMOUNT
----------- -----------
<S> <C> <C>
Balance, January 29, 1994.............................................................. 4,890,671 $ 100,346
Accretion on preferred stock........................................................... -- 398
----------- -----------
Balance, April 30, 1994................................................................ 4,890,671 $ 100,744
----------- -----------
----------- -----------
</TABLE>
11
<PAGE>
SUPERMARKETS GENERAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)--(CONTINUED)
NOTE 11--CUMULATIVE EXCHANGEABLE REDEEMABLE PREFERRED STOCK--(CONTINUED)
The terms of the Exchangeable Preferred Stock provide for cumulative
quarterly dividends at an annual rate of $3.52 per share when, as, and if
declared by the Board of Directors of the Company. Dividends for the first 20
quarterly dividend periods (through October 15, 1992) were paid at the Company's
option in additional shares of Exchangeable Preferred Stock. The Working Capital
Facility and the terms of the Company's public debt governing debentures
restrict the payment of cash dividends on the Exchangeable Preferred Stock
unless certain conditions are met, including tests relating to earnings and cash
flow ratios of the Company. The Company has not met the conditions permitting
cash dividend payments on the Exchangeable Preferred Stock. All dividends not
paid in cash will cumulate at the rate of $3.52 per share per annum, without
interest, until declared and paid. As such, at April 30, 1994, the unpaid
dividends of $25.8 million were accrued and included in other noncurrent
liabilities.
NOTE 12--INCOME TAXES
Income taxes are based on the estimated effective tax rate expected to be
applicable for the full fiscal year. The income tax benefit for the first
quarter of Fiscal 1994 is net of an increase in the net deferred tax asset and
related valuation allowance of $0.4 million due to additional net operating loss
carryforwards. An income tax benefit of $1.2 million was provided for the first
quarter of Fiscal 1993.
During the first quarter of Fiscal 1994, the Company made income tax
payments of $.04 million and received income tax refunds of $22.5 million.
During the first quarter of Fiscal 1993, the Company made income tax payments of
$0.1 million and received income tax refunds of $1.8 million.
NOTE 13--PROVISION FOR STORE CLOSINGS
Effective with the beginning of the second quarter of Fiscal 1993, the
Company made a decision to close or dispose of five stores (the "Five Stores")
which the Company believes will continue to be unprofitable. As a result,
operating results for the Five Stores have been excluded from the consolidated
statements of operations for the first quarter of Fiscal 1994 but are included
in the consolidated statement of operations for the first quarter of Fiscal
1993.
NOTE 14--CONTINGENCIES
On December 7, 1990, a lawsuit was commenced by a holder of the
Exchangeable Preferred Stock against the Company, SMG-II, Merrill Lynch Capital
Partners, Inc., Merrill Lynch & Co., Inc., and the directors of the Company (the
"Director Defendants") in the Chancery Court, New Castle County, Delaware. The
complaint purports to be a class action and alleges that original terms of the
Exchangeable Preferred Stock Offer, at $5 per share, constitute a breach of
fiduciary duties owed by the Director Defendants to holders of the Exchangeable
Preferred Stock. The complaint seeks declaratory and injunctive relief, as well
as monetary damages, with respect to the Exchangeable Preferred Stock Offer, but
no motions seeking any such relief on a provisional or permanent basis were
filed either prior to the completion of the Exchangeable Preferred Stock Offer
on February 4, 1991 or as of the date hereof. The Company has entered
negotiations to settle the complaint and expects to reach a settlement agreement
during the next several months. The Company does not expect the amount of its
obligations under any settlement agreement to be material and will defend the
Complaint vigorously if a settlement is not reached.
12
<PAGE>
SUPERMARKETS GENERAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)--(CONTINUED)
NOTE 14--CONTINGENCIES--(CONTINUED)
On March 1, 1993 the Company was served with a summons and complaint which
alleges, among other things, that the Company and other co-defendants induced
processors of Tropicana orange juice to provide it with a favorable price and
other terms that discriminated against other sellers of orange juice in
violation of the price discrimination provisions of the Robinson-Patman Act. The
prayer for relief does not claim any specific amount of damages. After
consultation with counsel, the Company believes that this lawsuit is without
merit and intends to defend the action vigorously.
In addition to the litigation referred to above, the Company is a party to
a number of legal proceedings in the ordinary course of business. Management
believes that the ultimate resolution of these proceedings will not, in the
aggregate, have a material adverse impact on the financial condition, results of
operations or business of the Company.
The Company is contingently liable for certain obligations of the Purity
Operations under certain instruments, primarily approximately 60 leases for real
property, in the event of default thereunder by the purchaser of the Purity
Operations. As of January 29, 1994, the estimated present value of such lease
obligations approximated $115.0 million. In addition, the Company is bound by a
non-compete agreement, expiring in Fiscal 1994, with the purchaser of the Purity
Operations restricting the Company from operating supermarkets in Massachusetts,
New Hampshire and part of Connecticut.
13
<PAGE>
SUPERMARKETS GENERAL HOLDINGS CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following is a discussion and analysis of the Company's financial
condition and results from continuing operations. The Company intends to
distribute Plainbridge to its common stockholder. Accordingly, discontinued
operations represent the results of operations related to the home centers
segment in the first quarters of Fiscal 1993 and Fiscal 1994 and the warehouse,
distribution and certain real estate operations in the first quarter of Fiscal
1994. The warehouse, distribution and certain real estate operations were
reflected in continuing operations in the first quarter of Fiscal 1993 since
such operations represent a portion of the supermarkets and drug stores segment.
Although the discontinued operations have generated positive operating cash
flows, the Company believes that the impact of the anticipated distribution of
Plainbridge on the Company's liquidity will not be material. References to the
Company in this section refers to the Company and its subsidiaries, on a
consolidated basis, except as otherwise stated herein.
RESULTS OF OPERATIONS
Sales:
Sales for the first quarter of Fiscal 1994 were $1.02 billion, a decrease
of 4.9% compared to $1.07 billion in the prior-year period. This decrease is
primarily due to the exclusion from reported results of the sales since the
beginning of the second quarter of Fiscal 1993 of the Five Stores anticipated to
be closed or disposed as part of the provision for store closings. Sales for
stores opened in both periods decreased by 2.8%. At the end of both the quarter
and Fiscal 1993, the Company operated 143 supermarkets, including 136 Pathmark
Super Centers. The Company also operated 31 freestanding Pathmark drug stores
and three "deep discount" drug stores at quarter end compared with the end of
Fiscal 1993 when the Company operated 31 freestanding Pathmark drug stores and
two "deep discount" drug stores. In order to improve sales and profitability,
the Company is continuing to focus on its enlargement and renovation program
which has been proven to be successful as the enlarged and renovated super
centers show higher same-store sales growth than non-modified stores.
Gross Profit:
Gross profit for the first quarter of Fiscal 1994 was $289.3 million or
28.4% of sales compared with $295.7 million or 27.6% of sales for the first
quarter of Fiscal 1993. This improvement in gross profit as a percentage of
sales during the first quarter of Fiscal 1994 is attributable to the Company's
continuing emphasis on large super centers allowing expanded variety in all
departments, particularly higher margin perishables, as well as an increased
focus on merchandising programs (see "Selling, General and Administrative
Expenses"). The cost of goods sold comparisons were affected by a pretax LIFO
charge of $0.5 million for the first quarter of Fiscal 1994, compared with a
pretax LIFO credit of $0.7 million for the comparable prior-year period.
Selling, General and Administrative Expenses:
Selling, general and administrative expenses for the first quarter of
Fiscal 1994 decreased $4.0 million or 1.7% compared to the prior-year period. As
a percentage of sales, selling, general and administrative expenses were 23.0%
for the first quarter of Fiscal 1994, up from 22.3% in the prior-year period.
The increase as a percentage of sales in the quarter was attributable to
increases in promotional costs and weather related expenses.
Depreciation and Amortization:
Depreciation and amortization of $15.7 million for the first quarter of
Fiscal 1994 was $1.5 million less than the comparable prior-year period of $17.2
million. The decrease in depreciation and amortization expense is primarily due
to the impact of the assets transferred to Plainbridge as part of the
Plainbridge Spin-Off.
14
<PAGE>
Operating Earnings:
Operating earnings of $38.9 million for the first quarter of Fiscal 1994
decreased 2.6% from the comparable prior-year period of $40.0 million.
Interest Expense:
Interest expense of $40.5 million for the first quarter of Fiscal 1994 was
$8.4 million less than the comparable prior-year period of $48.9 million,
primarily due to the benefit of the lower interest rates on the debt incurred
with the Recapitalization.
Income Taxes:
Income taxes are based on the estimated effective tax rate expected to be
applicable for the full fiscal year. The income tax benefit for the first
quarter of Fiscal 1994 is net of an increase in the net deferred tax asset and
related valuation allowance of $0.4 million due to additional net operating loss
carryforwards. An income tax benefit of $1.2 million was provided for the first
quarter of Fiscal 1993.
During the first quarter of Fiscal 1994, the Company made income tax
payments of $.04 million and received income tax refunds of $22.5 million.
During the first quarter of Fiscal 1993, the Company made income tax payments of
$0.1 million and received income tax refunds of $1.8 million.
Summary of Operations:
For the first quarter of Fiscal 1994, the Company's net loss from
continuing operations before extraordinary items and cumulative effect of
accounting changes was $1.6 million compared to a loss of $4.6 million for the
comparable prior-year period.
Extraordinary Items:
During the first quarter of Fiscal 1993, in connection with the
Recapitalization, Pathmark repaid $5.7 million aggregate principal amount of
indebtedness secured by a mortgage on the distribution center of the home
centers segment subsequently transferred to Plainbridge. This payment resulted
in a net loss on early extinguishment of debt of $0.1 million.
Cumulative Effect of Accounting Changes:
Refer to Note 7 of the Consolidated Financial Statements for a discussion
related to the cumulative effect of accounting changes, effective January 31,
1993.
FINANCIAL CONDITION
Debt Service
During the first quarter Fiscal 1994, total debt decreased $4.3 million
primarily due to the scheduled Term Loan repayments partially offset by debt
accretion on Pathmark Deferred Coupon Notes and PTK DIBs. Borrowings under the
Pathmark Working Capital Facility were $26.0 million at April 30, 1994 and have
increased as a result of seasonal borrowing needs to $36.0 million at June 6,
1994. Borrowings under the Plainbridge Working Capital Facility were $10.0
million at April 30, 1994; there were no borrowings at June 6, 1994.
Under the Pathmark Working Capital Facility, which expires in Fiscal 1998,
Pathmark can borrow or obtain letters of credit in an aggregate amount not to
exceed $175.0 million subject to an annual cleandown provision commencing in
Fiscal 1994. Under the terms of the Pathmark cleandown provision, in each fiscal
year loans cannot exceed $50.0 million under the Pathmark Working Capital
Facility for a period of 30 consecutive days. Under the Plainbridge Working
Capital Facility, which expires in Fiscal 1996, Plainbridge can borrow or obtain
letters of credit in an aggregate amount not to exceed $50.0 million subject to
an annual cleanup provision, commencing in Fiscal 1994. Under the terms of the
Plainbridge cleanup provision, in each fiscal year, loans cannot be made for a
period of 30
15
<PAGE>
consecutive days. The Company satisfied the terms of the Pathmark cleandown
provision during the first quarter of Fiscal 1994.
Pathmark is required to repay a portion of its borrowings under the
Pathmark Term Loan each year, which commenced in January 1994, so as to retire
such indebtedness in its entirety by Fiscal 1999. Pathmark is also required to
make sinking fund payments on the Pathmark Subordinated Notes in the amount of
25% of the original aggregate principal amount of the Pathmark Subordinated
Notes on each of June 15, 2000 and June 15, 2001. The Pathmark Subordinated
Debentures and the remaining Pathmark Subordinated Notes mature on June 15,
2002. The Pathmark Senior Subordinated Notes and the Pathmark Deferred Coupon
Notes mature in Fiscal 2003.
The indebtedness under the Pathmark and Plainbridge Working Capital
Facilities and the Pathmark Term Loan bear interest at floating rates. To the
extent that certain indebtedness of the Company bears interest at floating
rates, cash interest payments on that indebtedness may vary in future years. The
Company does not currently maintain any interest rate hedging arrangements due
to the reasonable risk that near term interest rates will not rise
significantly. The Company is continuously evaluating this risk and will
implement interest rate hedging arrangements when deemed appropriate.
The amounts of principal payments required each year on outstanding
long-term debt (excluding the original issue discount with respect to the
Pathmark Deferred Coupon Notes and the PTK DIBs) are as follows (dollars in
millions):
<TABLE><CAPTION>
PRINCIPAL
FISCAL YEARS PAYMENTS
- ------------------------------------------------------------------------- -------------------
<S> <C>
1994(a)................................................................ $ 36.7
1995................................................................... 38.2
1996................................................................... 58.2
1997................................................................... 58.3
1998................................................................... 132.7
1999................................................................... 138.8
2000................................................................... 50.6
2001................................................................... 50.0
2002................................................................... 194.2
2003................................................................... 692.7
</TABLE>
- ---------------
(a) Subsequent to April 30, 1994
Liquidity: The consolidated financial statements of the Company indicates
that at April 30, 1994, current liabilities exceed its current assets by $111.0
million and the Company's stockholder's deficit approximates $1.3 billion.
Management believes that cash flows generated from operations, supplemented by
the unused borrowing capacity under the Pathmark and Plainbridge Working Capital
Facilities and the availability of capital lease financing will be sufficient to
pay the Company's debts as they come due, provide for its capital expenditure
program and meet its seasonal cash requirements. Further, the Company believes
it will be in compliance throughout the year with its various debt covenants.
Holdings believes that it will be able to make the scheduled payments or
refinance its obligations with respect to its indebtedness through a combination
of operating funds and future borrowing facilities not currently in place.
Future refinancing may be necessary if cash flow from operations is not
sufficient to meet its debt service requirements related to the amortization of
the Pathmark Term Loan and the maturity of the Pathmark Working Capital Facility
and certain mortgages in Fiscal 1998, the maturity of the Pathmark Term Loan in
Fiscal 1999, and the maturity of the Pathmark Subordinated Notes and Pathmark
Subordinated Debentures in Fiscal 2002. The Company expects that it will be
necessary to refinance all or a portion of the Pathmark Senior Subordinated
Notes, the Pathmark Deferred Coupon Notes and the PTK DIBs due in Fiscal 2003.
The Company may undertake a
16
<PAGE>
refinancing of some or all of such indebtedness sometime prior to its maturity.
The Company's ability to make scheduled payments or to refinance its obligations
with respect to its indebtedness depends on its financial and operating
performance, which, in turn, is subject to prevailing economic conditions and to
financial, business and other factors beyond its control. Although the Company's
cash flow from its operations and borrowings has been sufficient to meet its
debt service obligations, there can be no assurance that the Company's operating
results will continue to be sufficient for payment of Pathmark's and PTK's
indebtedness or that future borrowing facilities will be available. While it is
the Company's intention to enter into refinancings that it considers
advantageous, there can be no assurances that the prevailing market conditions
will be favorable to the Company. In the event the Company obtains any future
refinancing on less than favorable terms, the holders of indebtedness could
experience increased credit risk and could experience a decrease in the market
value of their investment, because the Company might be forced to operate under
terms that would restrict its operations and might find its cash flow reduced.
Preferred Stock Dividends:
The terms of the Exchangeable Preferred Stock provide for cumulative
quarterly dividends at an annual rate of $3.52 per share when, as, and if
declared by the Board of Directors of the Company. Dividends for the first 20
quarterly dividend periods (through October 15, 1992) were paid at the Company's
option in additional shares of Exchangeable Preferred Stock. The Working Capital
Facility and the terms of the Company's public debt governing debentures
restrict the payment of cash dividends on the Exchangeable Preferred Stock
unless certain conditions are met, including tests relating to earnings and cash
flow ratios of the Company. The Company has not met the conditions permitting
cash dividend payments on the Exchangeable Preferred Stock. All dividends not
paid in cash will cumulate at the rate of $3.52 per share per annum, without
interest, until declared and paid. As such, at April 30, 1994, the unpaid
dividends, of $25.8 million were accrued and included in other noncurrent
liabilities.
Capital Expenditures:
Capital expenditures related to Pathmark supermarkets and drug stores for
the first quarter of Fiscal 1994, including property acquired under capital
leases, were approximately $13.2 million compared to approximately $14.7 million
for the comparable prior-year period. In the first quarter of Fiscal 1994, the
Company opened one "deep discount" drug store and expects to open three
additional "deep discount" drug stores during the remainder of Fiscal 1994.
Additionally, the Company completed three enlargements and four renovations to
existing supermarkets. During the remainder of Fiscal 1994, the Company expects
to open up to four new Pathmark Super Centers, three of which will replace
smaller stores, and to complete up to 16 major renovations and seven
enlargements. During the current and next two fiscal years, Pathmark plans to
open an aggregate of 18 new Pathmark Super Centers, nine of which will replace
smaller stores, and to complete up to 85 major renovations and enlargements, at
a total investment of approximately $340.0 million, including properties
acquired under capital leases. Realization of this plan would increase
supermarket selling square footage by more than 14% over the three-year period,
although no assurance can be given that Pathmark will be able to successfully
complete the number of store openings, renovations and enlargements planned for
each year during the period. Pathmark intends to fund this program through cash
provided from operations and, to a lesser extent, the leasing of certain
properties and equipment. The extent of lease financing will depend on the
availability of such financing on favorable terms and the amount of cash
provided from operations. Expansion of selling square footage may also occur as
a result of the acquisition of new stores.
Cash Flows:
Net cash provided by operating activities amounted to $27.5 million in the
first quarter of Fiscal 1994 compared to $21.0 million net cash used in the
prior-year period. The increase in net cash provided by operating activities in
the first quarter of Fiscal 1994 compared to the first quarter of Fiscal
17
<PAGE>
1993 is primarily due to income tax refunds of $22.5 million and the reduction
in cash interest payments in the first quarter of Fiscal 1994 compared to the
prior-year period. Cash used for financing activities for the first quarter of
Fiscal 1994 was $15.4 million, compared to cash provided by financing activities
of $34.0 million for the prior-year period. The increase in cash used for
financing activities was primarily due to repayments of the Working Capital
Facilities and Pathmark Term Loan in the first quarter of Fiscal 1994 compared
to an increase in the Old Working Capital Facility borrowings of $44.0 million
in the first quarter of Fiscal 1993. Cash used for investing activities for the
first quarter of Fiscal 1994 was $12.9 million, compared to $12.6 million for
the prior-year period, primarily reflecting the expenditures for property and
equipment in each period.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
No reports on Form 8-K have been filed during the quarter for which this
report has been filed.
SIGNATURE
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.
SUPERMARKETS GENERAL HOLDINGS
CORPORATION
By
...................................
(Anthony Cuti)
President and Chief
Financial Officer
By
...................................
(Joseph Adelhardt)
Vice President and Controller,
Chief Accounting Officer
Date: June 14, 1994
18
