<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
For the quarterly period ended September 29, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934.
For the transition period from_______________ to ___________________
Commission File Number: 33-61300 and 33-61096
UNITED MERCHANDISING CORP.
(Exact name of registrant as specified in its charter)
California
(State of Incorporation)
95-1854273
(I.R.S. employer identification number)
2525 EAST EL SEGUNDO BOULEVARD
EL SEGUNDO, CALIFORNIA 90245
(310) 536-0611
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
Indicate by check mark whether the registrant 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). Yes X No
----- -----
Indicate by check mark whether the registrant has been subject to such filing
requirements for the past 90 days. Yes X No
---- -----
Indicate the number of shares outstanding for each of the registrant's classes
of common stock, as of the latest practicable date. 1,300 shares of common
stock, zero par value, at November 11, 1996.
<PAGE> 2
UNITED MERCHANDISING CORP.
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Title Page 1
Index 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Balance Sheets - September 29, 1996 and
December 31, 1995 3
Statements of Operations -
13 and 39 weeks ended September 29, 1996 and
October 1, 1995 4
Statement of Cash Flows -
39 weeks ended September 29, 1996 and
October 1, 1995 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of
Security-Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12-14
SIGNATURES 15
</TABLE>
2
<PAGE> 3
UNITED MERCHANDISING CORP.
Balance Sheets
(Dollars in Thousands)
<TABLE>
<CAPTION>
September 29, December 31,
1996 1995
------------- ------------
Assets (Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 3,390 $ 3,198
Trade & other receivables, net of allowance for
doubtful accounts of $815 and $267,
respectively 1,522 3,377
Merchandise inventories 136,373 137,512
Prepaid expenses 1,139 1,106
--------- ---------
Total current assets 142,424 145,193
--------- ---------
Property and equipment:
Land 786 3,341
Buildings and improvements 13,593 13,261
Furniture and equipment 29,141 27,937
Less accumulated depreciation and
amortization (15,863) (12,023)
--------- ---------
Net property and equipment 27,657 32,516
--------- ---------
Leasehold interest, net of amortization of $11,598
and $10,202, respectively 17,371 21,130
Other assets, at cost, less accumulated
amortization of $696 and $652, respectively 2,134 2,365
Excess of cost over net assets acquired, less
accumulated amortization of $816 and $630,
respectively 5,729 5,915
---------- ----------
$ 195,315 $ 207,119
---------- ----------
</TABLE>
<TABLE>
<CAPTION>
September 29, December 31,
1996 1995
------------- ------------
(Unaudited)
<S> <C> <C>
Liabilities and stockholder's equity
Current liabilities:
Accounts payable $ 42,133 $ 42,812
Accrued expenses 25,246 27,387
---------- -----------
Total current liabilities 67,379 70,199
Deferred rent 5,079 4,252
Long-term debt 95,418 103,594
---------- -----------
Total liabilities 167,876 178,045
---------- -----------
Commitments and contingencies
Stockholder's equity
Common stock, no par value. Authorized
2,500 shares; issued and outstanding
1,300 shares 35,080 35,080
Accumulated deficit (7,641) (6,006)
---------- -----------
Total stockholder's equity 27,439 29,074
---------- -----------
$ 195,315 $ 207,119
---------- -----------
</TABLE>
See accompanying notes to financial statements
3
<PAGE> 4
UNITED MERCHANDISING CORP.
Statements of Operations
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
13 Weeks Ended 39 Weeks Ended
----------------------------------- -----------------------------------
September 29, 1996 October 1, 1995 September 29, 1996 October 1, 1995
------------------ --------------- ------------------ ---------------
<S> <C> <C> <C> <C>
Net sales $106,523 $96,914 $296,356 $270,370
Cost of goods sold, buying and
occupancy 73,310 68,960 203,420 188,239
-------- ------- -------- --------
Gross profit 33,213 27,954 92,936 82,131
-------- ------- -------- --------
Operating expenses:
Selling and administration 25,953 23,982 76,651 71,619
Depreciation and amortization 2,310 2,448 7,109 7,172
-------- ------- -------- --------
Total operating expenses 28,263 26,430 83,760 78,791
-------- ------- -------- --------
Operating income 4,950 1,524 9,176 3,340
Interest expense, net 2,700 3,045 8,589 9,186
-------- ------- -------- --------
Income (loss) before income taxes
and extraordinary loss 2,250 (1,521) 587 (5,846)
Income taxes - - - -
-------- ------- -------- --------
Net income (loss) before extraordinary
loss 2,250 (1,521) 587 (5,846)
Extraordinary loss from early
extinguishment of debt - - (2,222) -
-------- ------- -------- --------
Net income (loss) $ 2,250 $(1,521) $ (1,635) $ (5,846)
======== ======= ======== ========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE> 5
UNITED MERCHANDISING CORP.
Statement of Cash Flows
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
39 Weeks Ended
--------------------------------------
September 29, 1996 October 1, 1995
----------------- ---------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(1,635) $(5,846)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 7,109 7,172
Non-cash charge related to refinancing 1,063 -
Change in assets and liabilities:
Merchandise inventories 1,139 2,250
Trade & other receivables 1,855 2,617
Prepaid expenses (33) 92
Accounts payable (679) (19,547)
Accrued expenses (2,785) (6,573)
------- --------
Net cash provided by (used in) operating
activities 6,034 (19,835)
------- --------
Cash flows from investing activities:
Purchases of property and equipment (1,555) (5,118)
Purchases of assets held pending sale and leaseback (8,910) -
Proceeds from sale and lease back of assets 13,900 -
Other assets (1,101) (1,023)
------- --------
Net cash provided by (used in) investing
activities 2,334 (6,141)
------- --------
Cash flows from financing activities:
Net borrowings under revolving credit facilities 58,968 19,724
Repayment of long-term debt, net (67,144) -
------- --------
Net cash provided by (used in) financing
activities (8,176) 19,724
------- --------
Net increase (decrease) in cash and cash
equivalents 192 (6,252)
Cash and cash equivalents at beginning of period 3,198 7,668
------- --------
Cash and cash equivalents at end of period $ 3,390 $ 1,416
======= ========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE> 6
UNITED MERCHANDISING CORP.
Notes to Financial Statements
(Dollars in Thousands)
FINANCIAL INFORMATION
1. In the opinion of management of United Merchandising Corp. ("the
Company"), the accompanying unaudited financial statements contain all
adjustments, consisting only of normal recurring adjustments, necessary
to present the financial position and cash flows as of and for the
period ended September 29, 1996.
2. These financial statements should be read in conjunction with the
Company's 1995 audited financial statements included in the Company's
Report on Form 10-K for the year ended December 31, 1995.
3. Effective March 8, 1996, the Company entered into a Financing Agreement,
dated as of such date (the "CIT Credit Agreement"), between the Company
and The CIT Group/Business Credit, Inc., which provides the Company with
a three-year, non-amortizing, $100,000 revolving debt facility (the "CIT
Facility"). Proceeds from the initial funding under the CIT Facility
were used to repay in full all of the obligations under the Company's
revolving debt facility with General Electric Capital Corporation (the
"GECC Facility"). The CIT Facility bears interest at a rate of LIBOR
plus 2.5%, or the Chemical Bank prime lending rate plus .75%, is secured
by trade accounts receivable, merchandise inventories and general
intangible assets (as defined) of the Company, and has a borrowing
limit, including advances, outstanding letters of credit and
unreimbursed drawings under letters of credit at any time equal to the
lesser of $100,000 and the Borrowing Base. The Borrowing Base is equal
to 65% of the aggregate value of Eligible Inventory (as defined) from
time to time.
4. On March 5, 1996 the Company entered into a sale and leaseback agreement
with regard to its warehouse facility located in Fontana, California.
Prior to this transaction, the Company owned the land associated with
the facility and leased the buildings and improvements. In
contemplation of the transaction, the Company purchased the building and
improvements at a purchase price of $8,910. The transaction was then
completed with the sale of the land, building and improvements at a sale
price of $13,900. The gain on the transaction was insignificant and
will be amortized on a straight-line basis over the related lease term.
The net cash proceeds after expenses totaled $4,728, which were used to
repay a portion of the GECC Facility. Under the leaseback agreement,
the Company has committed to lease the facility for ten years under a
noncancelable operating lease.
6
<PAGE> 7
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Dollars in Thousands)
RESULTS OF OPERATIONS
The results of the interim periods are not necessarily indicative of results
for the entire year.
13 WEEKS ENDED SEPTEMBER 29, 1996 VERSUS 13 WEEKS ENDED OCTOBER 1, 1995
The following table sets forth for the periods indicated operating results in
thousands of dollars and expressed as a percentage of sales.
<TABLE>
<CAPTION>
13 Weeks Ended
----------------------------------------------------
September 29, 1996 October 1, 1995
------------------- -------------------
<S> <C> <C> <C> <C>
Net sales $106,523 100.0% $96,914 100.0%
Cost of goods sold, buying and
occupancy 73,310 68.8 68,960 71.2
-------- ----- ------- -----
Gross profit 33,213 31.2 27,954 28.8
-------- ----- ------- -----
Operating expenses:
Selling and administration 25,953 24.4 23,982 24.7
Depreciation and amortization 2,310 2.2 2,448 2.5
-------- ----- ------- -----
Total operating expense 28,263 26.6 26,430 27.2
-------- ----- ------- -----
Operating income 4,950 4.6 1,524 1.6
Interest expense, net 2,700 2.5 3,045 3.2
-------- ----- ------- -----
Income (loss) before taxes 2,250 2.1 (1,521) (1.6)
Income taxes - - - -
-------- ----- ------- -----
Net income (loss) $ 2,250 2.1% $(1,521) (1.6)%
======== ===== ======= =====
EBITDA (a) $ 7,260 6.8% $ 3,972 4.1%
</TABLE>
(a) EBITDA represents net income (loss) before taking into consideration
interest expense, income tax expense, depreciation expense,
amortization expense and non-cash rent expense.
7
<PAGE> 8
1. NET SALES
Net sales for the 13 weeks ended September 29, 1996 totaled $106,523, an
increase of 9.9% (or $9,609) from the $96,914 reported for the 13 weeks
ended October 1, 1995. Same store sales increased 4.2% compared with
the same period last year, reflecting improved economic and weather
conditions between periods. Sales generated from an increase in store
count from 186 at October 1, 1995, to 193 at September 29, 1996 created
the remaining 5.7% of the 9.9% increase in total sales for the quarter.
2. GROSS PROFIT
Gross profit increased 18.8% (or $5,259) from $27,954 for the 13 weeks
ended October 1, 1995 to $33,213 for the 13 weeks ended September 29,
1996, reflecting increased sales and improved gross profit margin. The
Company's gross profit margin increased from 28.8% of sales in the 1995
quarter to 31.2% of sales in the 1996 period. The primary factor in the
improvement versus 1995 was a return to historical gross profit margin
levels for the 13 weeks ended September 29, 1996. Last year's results
reflect lower gross profit margins as the Company implemented a
successful campaign focused on reducing inventory levels for certain
product categories.
3. OPERATING EXPENSES
Selling and administration expenses increased 8.2% (or $1,971) from
$23,982 for the 13 weeks ended October 1, 1995 to $25,953 for the 13
weeks ended September 29, 1996. This increase resulted primarily from
the store growth achieved by the Company during the past year. When
measured as a percentage of sales, selling and administration expenses
decreased from 24.7% of sales for the 1995 period to 24.4% of sales for
the 1996 period. This decrease reflects the Company's focus on
controllable expense categories in response to general weakness in the
economy experienced throughout 1995.
Depreciation and amortization decreased 5.6% (or $138) from $2,448 for
the prior year period to $2,310 for the 13 weeks ended September 29,
1996.
4. INTEREST EXPENSE, NET
Interest expense, net decreased 11.3% (or $345) from $3,045 for the prior
year period to $2,700 for the 13 weeks ended September 29, 1996. This
decrease reflects lower average borrowing levels on the Company's
revolving credit facility during the 13 weeks ended September 29, 1996 as
a result of improved earnings and the Company's focus on inventory
reduction between periods. The Company's revolving credit facility
balance was $58,968 at September 29, 1996 versus a balance of $79,724 at
October 1, 1995.
5. NET INCOME LOSS
Net income for the 13 weeks ended September 29, 1996 increased to $2,250
from a net loss of $1,521 for the 13 weeks ended October 1, 1995
reflecting increased sales and gross margins, coupled with the Company's
focus on expense reduction.
EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION, AND AMORTIZATION ("EBITDA")
EBITDA increased 82.8% (or $3,288) from $3,972 for the 13 weeks ended
October 1, 1995 to $7,260 for the 13 weeks ended September 29, 1996.
Increased sales and gross margins, coupled with the Company's focus on expense
reduction, were the primary factors contributing to this increase.
8
<PAGE> 9
39 WEEKS ENDED SEPTEMBER 29, 1996 VERSUS 39 WEEKS ENDED OCTOBER 1, 1995
The following table sets forth for the periods indicated operating results in
thousands of dollars and expressed as a percentage of sales.
<TABLE>
<CAPTION>
39 Weeks Ended
----------------------------------------------------
September 29, 1996 October 1, 1995
--------------------- --------------------
<S> <C> <C> <C> <C>
Net sales $296,356 100.0% $270,370 100.0%
Cost of goods sold, buying and
occupancy 203,420 68.6 188,239 69.6
-------- ----- -------- -----
Gross profit 92,936 31.4 82,131 30.4
-------- ----- -------- -----
Operating expenses:
Selling and administration 76,651 25.9 71,619 26.5
Depreciation and amortization 7,109 2.4 7,172 2.7
-------- ----- -------- -----
Total operating expense 83,760 28.3 78,791 29.2
-------- ----- -------- -----
Operating income 9,176 3.1 3,340 1.2
Interest expense 8,589 2.9 9,186 3.4
-------- ----- -------- -----
Net income (loss) before income taxes
and extraordinary loss 587 0.2 (5,846) (2.2)
Income taxes - - - -
-------- ----- -------- -----
Net income (loss) before
extraordinary loss 587 0.2 (5,846) (2.2)
Extraordinary (loss) from
early extinguishment of debt (2,222) (0.8) - -
-------- ----- -------- -----
Net (loss) $ (1,635) (0.6)% $ (5,846) (2.2)%
======== ===== ======== =====
EBITDA (a) $ 16,285 5.5% $ 10,512 3.9%
</TABLE>
(a) EBITDA represents net income (loss) before taking into consideration
interest expense, income tax expense, depreciation expense,
amortization expense and non-cash rent expense.
9
<PAGE> 10
1. NET SALES
Net sales for the 39 weeks ended September 29, 1996 totaled $296,356,
an increase of 9.6% (or $25,986) from the $270,370 reported for the 39
weeks ended October 1, 1995. Same store sales increased 2.4% compared
with the same period last year, reflecting improved economic and
weather conditions between periods. Sales generated from an increase
in store count from 186 at October 1, 1995 to 193 at September 29,
1996 created the remaining 7.2% of the 9.6% sales increase for the 39
week period.
2. GROSS PROFIT
Gross profit increased 13.2% (or $10,805) from $82,131 for the 39 weeks
ended October 1, 1995 to $92,936 for the 39 weeks ended September 29,
1996 reflecting increased sales and improved gross profit margin. The
Company's gross profit margin increased from 30.4% of sales in the 1995
period to 31.4% of sales in the 1996 period. The primary factor in the
improvement versus 1995 was a return to historical gross profit margin
levels for the 39 weeks ended September 29, 1996. Last year's results
reflect lower gross profit margins as the Company implemented a
successful campaign focused on reducing inventory levels for certain
product categories.
3. OPERATING EXPENSES
Selling and administration expenses increased 7.0% (or $5,032) from
$71,619 for the 39 weeks ended October 1, 1995 to $76,651 for the 39
weeks ended September 29, 1996. This increase resulted primarily from
the store growth achieved by the Company during the past year. When
measured as a percentage of sales, selling and administration expenses
decreased from 26.5% of sales for the 1995 period to 25.9% of sales in
the 1996 period. This decrease reflects the Company's focus on
controllable expense categories in response to general weakness in the
economy experienced throughout 1995.
Depreciation and amortization decreased 0.9% (or $64) from $7,172 for
the prior year period to $7,109 for the 39 weeks ended September 29,
1996.
4. INTEREST EXPENSE, NET
Interest expense, net decreased 6.5% (or $597) from $9,186 for the
prior year period to $8,589 for the 39 weeks ended September 29, 1996.
This decrease reflects lower average borrowing levels on the Company's
revolving credit facility during the 39 weeks ended September 29, 1996
as a result of improved earnings and the Company's focus on inventory
reduction between periods. The Company's revolving credit facility
balance was $58,968 at September 29, 1996 versus a balance of $79,724
at October 1, 1995.
5. EXTRAORDINARY LOSS FROM EARLY EXTINGUISHMENT OF DEBT
During the 39 weeks ended September 29, 1996, the Company refinanced
its indebtedness under the GECC Facility with borrowings under the CIT
Facility. In connection with the refinancing, the Company accelerated
amortization of $1,063 of certain fees and paid $1,159 in prepayment
premiums and other fees. Accordingly, a charge of $2,222 is recorded
as an extraordinary loss for the 39 weeks ended September 29, 1996. No
such event occurred during the 39 weeks ended October 1, 1995.
6. NET LOSS
Net loss for the 39 weeks ended September 29, 1996 decreased to $1,635
from a net loss of $5,846 for the 39 weeks ended October 1, 1995. The
Company would have reported net income of $587 for the 39 weeks ended
September 29, 1996 before the extraordinary loss described above.
10
<PAGE> 11
EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION ("EBITDA")
EBITDA increased 54.9% (or $5,773) from $10,512 for the 39 weeks ended
October 1, 1995 to $16,285 for the 39 weeks ended September 29, 1996.
Increased sales and gross margins, coupled with the Company's focus on
expenses, were the primary factors contributing to this increase.
LIQUIDITY AND CAPITAL RESOURCES (DOLLARS IN THOUSANDS)
Effective March 8, 1996, the Company entered into the CIT Credit Agreement,
which provides the Company with a three-year, non-amortizing, $100,000
revolving debt facility (the "CIT Facility"). Proceeds from the initial
funding under the CIT Facility were used to repay in full all of the
Company's obligations under its existing GECC Facility. The CIT Facility
bears interest at a rate of LIBOR plus 2.5%, or the Chemical Bank prime
lending rate plus .75%, is secured by trade accounts receivable, merchandise
inventories and general intangible assets (as defined) of the Company, and
has a borrowing limit, including advances, outstanding letters of credit and
unreimbursed drawings under letters of credit at any time equal to the
lesser of $100,000 and the Borrowing Base. The Borrowing Base is equal to
65% of the aggregate value of Eligible Inventory (as defined) from time to
time. As of September 29, 1996, the Company maintained eligible inventory
of $126,408 with an aggregate balance of $58,968 outstanding under the CIT
Facility. This balance compares to an aggregate balance of $79,724
outstanding under the GECC Facility as of October 1, 1995. The Company is
in compliance with all of the covenants under the CIT Credit Agreement.
As of September 29, 1996, the Company maintained a cash and cash
equivalents balance of $3,390 versus a balance of $1,416 at October 1,
1996.
Net cash provided by operating activities was $6,034 for the 39 weeks ended
September 29, 1996 versus net cash use of $19,835 for the 39 weeks ended
October 1, 1995. Improved earnings combined with reduced inventory
purchases and related payables decreases were the primary factors in the
improvements in cash requirements for this year's period. The Company's
inventory levels were 8.4% (or $12,428) lower than October 1, 1995
inventory levels. This reduction has been accomplished even as the Company
has grown its store base from 186 at October 1, 1995 to 193 at September
29, 1996. Net cash provided by investing activities was $2,334 for the 39
weeks ended September 29, 1996 versus cash use of $6,141 for the 39 weeks
ended October 1, 1995 reflecting $4,728 in net proceeds from the
sale/leaseback of the Company's Fontana distribution center. The
cumulative effect of net cash used in operating activities and net cash
provided by investing activities resulted in a reduction in the Company's
borrowings of $8,176 for the 39 weeks ended September 29, 1996, versus an
increase of $19,724 for the 39 weeks ended October 1, 1995, and an increase
in cash and cash equivalents of $192 versus a decrease of $6,252 for the
comparable 39 week periods in 1996 and 1995, respectively.
The Company believes that net cash provided by operating activities and
borrowings under the CIT Facility will be sufficient to fund anticipated
capital expenditures and working capital requirements for the foreseeable
future.
IMPACT OF INFLATION
Although the operations of the Company are influenced by general economic
conditions, the Company does not believe that inflation has had a material
effect on the results of operations during the 39 weeks ended September 29,
1996.
11
<PAGE> 12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is involved in various legal actions
arising in the ordinary course of business. In the opinion of
management, the ultimate disposition of matters currently pending
against the Company will not have a material adverse effect on the
Company's financial position.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security-Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
3.1 (a)* Articles of Incorporation of the Company
filed with the California Secretary of
State on September 7, 1955.
3.1 (b) * Amendment to Articles of Incorporation of
the Company filed with the California
Secretary of State on September 21, 1992.
3.2 * By laws of the Company.
4.1 * Indenture among the Company, Big 5
Holdings and First Trust National
Association relating to the Notes dated
as of September 25, 1992.
4.2 * Form of the Notes.
4.3 * Purchase Agreement among the Company, Big
5 Holdings and the original purchasers of
the Notes dated as of September 25, 1992.
</TABLE>
12
<PAGE> 13
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.4 * Registration Rights Agreement among the
Company, Big 5 Holdings and the original
purchasers of the Notes dated as of
September 25, 1992.
4.4 (a) * Form of Amendment of Registration Rights
Agreement among the Company, Big 5
Holdings and Holders of the Securities
(re: ongoing registration rights).
4.4 (b) * Form of Amendment of Registration Rights
Agreement among the Company, Big 5
Holdings and Holders of the Securities
(re: extension of Effectiveness Date)
10.1(a) ** Financing Agreement dated March 8, 1996
between The CIT Group/Business Credit,
Inc. and the Company.
10.1(b) ** Grant of Security Interest in and
Collateral Assignment of Trademarks and
Licenses dated as of March 8, 1996 by the
Company in favor of The CIT
Group/Business Credit, Inc.
10.1(c) ** Guarantee dated March 8, 1996 by Big 5
Corporation in favor of The CIT
Group/Business Credit, Inc.
10.2 * Tax Indemnity Agreement by and among PE,
TCH, Thrifty and Big 5 Holdings dated as
of September 25, 1992.
10.5 (a) * Big 5 Corporation 1992 Equity Plan.
10.5 (b) * Stock Subscription Agreement between
Parent and GEI dated as of September 25,
1992.
10.6 (a) * Employment Agreement between the Company
and Robert W. Miller dated as of January
1, 1993.
10.6 (b) * Employment Agreement between the Company
and Steve G. Miller dated as of January
1, 1993.
10.6 (d) * Sublease between the Company and Thrifty
dated as of September 25, 1992 (1).
</TABLE>
13
<PAGE> 14
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
10.7(a)** Agreement of Purchase and Sale among the
Company and the State of Wisconsin dated
as of February 13, 1996.
10.7(b)** Lease among the Company (Lessee) and the
State of Wisconsin Investment Board
(Lessor) dated as of March 5,1996.
21 Subsidiaries of the Company: None
27 Financial Data Schedule
</TABLE>
____________________________________________
* Incorporated by reference to the Company's
Registration Statement on Form S-4 (file no.
33-61096) effective as of June 29, 1993.
** Incorporated by reference to the Company's
report on Form 10-K for the year ended
December 31, 1995.
(b) Reports on Form 8-k
None.
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15 (d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT
TO SECTION 12 OF THE ACT.
The Company has not provided any annual report covering its last fiscal year
nor any proxy statement to security holders.
14
<PAGE> 15
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.
UNITED MERCHANDISING CORP.,
A CALIFORNIA CORPORATION
Date: November 12, 1996 By: /S/ STEVEN G. MILLER
--------------------------------
Steven G. Miller
President and
Chief Operating Officer
Date: November 12, 1996 By: /S/ CHARLES P. KIRK
---------------------------------
Charles P. Kirk
Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S STATEMENTS OF EARNINGS AND BALANCE SHEETS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-30-1996
<PERIOD-END> SEP-29-1996
<CASH> 3,390
<SECURITIES> 0
<RECEIVABLES> 1,522
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0
0
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</TABLE>
