<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 June 29, 1997
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 August 8, 1997.
1
<PAGE> 2
UNITED MERCHANDISING CORP.
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C> <C>
Title Page 1
Index 2
PART I -FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Balance Sheets - June 29, 1997 and
December 29, 1996 3
Statements of Operations -
13 and 26 weeks ended June 29, 1997 and
June 30, 1996 4
Statements of Cash Flows -
26 weeks ended June 29, 1997 and 26 weeks ended
June 30, 1996 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of
Security-Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13-15
SIGNATURES 16
</TABLE>
2
<PAGE> 3
UNITED MERCHANDISING CORP.
Balance Sheets
(Dollars in Thousands)
<TABLE>
<CAPTION>
June 29, December 29,
1997 1996
----------- -----------
<S> <C> <C>
Assets (Unaudited)
Current assets:
Cash and cash equivalents $ 3,715 $ 4,797
Trade & other receivables, net of allowance for
doubtful accounts of $450 and $464, respectively 3,723 4,054
Merchandise inventories 152,008 134,886
Prepaid expenses 997 1,031
----------- -----------
Total current assets 160,443 144,768
----------- -----------
Property and equipment:
Land 186 186
Buildings, improvements, furniture and equipment 45,859 44,423
Less accumulated depreciation and
amortization (19,124) (17,079)
----------- -----------
Net property and equipment 26,921 27,530
----------- -----------
Deferred income taxes, net 3,036 1,700
Leasehold interest, net of amortization of $12,999 and
$12,117, respectively 15,493 16,375
Other assets, at cost, less accumulated
amortization of $1,043 and $713, respectively 1,828 1,829
Excess of cost over net assets acquired, less
accumulated amortization of $1,001 and $878, respectively 5,544 5,667
----------- -----------
$ 213,265 $ 197,869
=========== ===========
Liabilities and stockholder's equity
Current liabilities:
Accounts payable $ 50,940 $ 44,239
Accrued expenses 24,101 30,101
----------- -----------
Total current liabilities 75,041 74,340
Deferred rent 5,595 5,224
Long-term debt 95,563 86,450
----------- -----------
Total liabilities 176,199 166,014
----------- -----------
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
Retained Earnings (Accumulated deficit) 1,986 (3,225)
----------- -----------
Total stockholder's equity 37,066 31,855
----------- -----------
$ 213,265 $ 197,869
=========== ===========
</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 26 Weeks Ended
------------------------------------ ------------------------------------
June 29, 1997 June 30, 1996 June 29, 1997 June 30, 1996
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Net sales $ 110,308 $ 98,216 $ 207,098 $ 189,833
Cost of goods sold, buying and
occupancy 71,818 66,260 138,401 130,148
-------------- -------------- -------------- --------------
Gross profit 38,490 31,956 68,697 59,685
-------------- -------------- -------------- --------------
Operating expenses:
Selling and administration 27,832 25,318 54,071 50,660
Depreciation and amortization 2,031 2,459 3,998 4,799
-------------- -------------- -------------- --------------
Total operating expenses 29,863 27,777 58,069 55,459
-------------- -------------- -------------- --------------
Operating income 8,627 4,179 10,628 4,226
Interest expense, net 2,706 2,927 5,417 5,889
-------------- -------------- -------------- --------------
Income (loss) before income taxes
and extraordinary loss 5,921 1,252 5,211 (1,663)
Income taxes -.- -.- -.- -.-
-------------- -------------- -------------- --------------
Net income (loss) before extraordinary
loss 5,921 1,252 5,211 (1,663)
Extraordinary loss from early
extinguishment of debt -.- -.- -.- (2,222)
-------------- -------------- -------------- --------------
Net income (loss) $ 5,921 $ 1,252 $ 5,211 $ (3,885)
-------------- -------------- -------------- --------------
</TABLE>
See accompanying notes to financial statements.
4
<PAGE> 5
UNITED MERCHANDISING CORP.
Statement of Cash Flows
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
26 Weeks Ended
-----------------------------------
June 29, 1997 June 30, 1996
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net incomE (loss) $ 5,211 $ (3,885)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 3,998 4,799
Extraordinary loss from early extinguishment of debt -.- 2,222
Amortization of deferred finance charges 330 289
Deferred tax benefit (1,336) -.-
Change in assets and liabilities:
Merchandise inventories (17,122) (2,745)
Trade & other receivables 331 1,069
Prepaid expenses and other assets (305) 305
Accounts payable 6,701 376
Accrued expenses (6,000) (2,285)
------------- -------------
Net cash provided by (used in) operating activities (8,192) 145
------------- -------------
Cash flows from investing activities:
Purchases of property and equipment (2,003) (988)
Purchases of assets held pending sale and leaseback -.- (8,910)
Proceeds from sale of property and equipment -.- 13,900
------------- -------------
Net cash provided by (used in) investing activities (2,003) 4,002
------------- -------------
Cash flows from financing activities:
Net borrowings under revolving credit facilities 9,113 (3,689)
Debt issuance costs -.- (1,434)
Debt prepayments -.- (1,160)
------------- -------------
Net cash provided by (used in) financing activities 9,113 (6,283)
------------- -------------
Net decrease in cash and cash equivalents (1,082) (2,136)
Cash and cash equivalents at beginning of period 4,797 3,198
------------- -------------
Cash and cash equivalents at end of period $ 3,715 $ 1,062
============= =============
</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 fairly and in accordance with generally accepted accounting
principles the financial position and cash flows as of and for the period
ended June, 1997.
2. These financial statements should be read in conjunction with the
Company's 1996 audited financial statements included in the Company's
Report on Form 10-K.
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 JUNE 29, 1997 VERSUS 13 WEEKS ENDED JUNE 30, 1996
The following table sets forth for the periods indicated operating results in
thousands of dollars as a percentage of sales.
<TABLE>
<CAPTION>
13 Weeks Ended
-----------------------------------------------------
June 29, 1997 June 30, 1996
----------------------- -----------------------
<S> <C> <C> <C> <C>
Net sales $ 110,308 100.0% $ 98,216 100.0%
Cost of goods sold, buying and
occupancy 71,818 65.1 66,260 67.5
------------ ----- ------------ -----
Gross profit 38,490 34.9 31,956 32.5
------------ ----- ------------ -----
Operating expenses:
Selling and administration 27,832 25.2 25,318 25.7
Depreciation and amortization 2,031 1.9 2,459 2.5
------------ ----- ------------ -----
Total operating expense 29,863 27.1 27,777 28.2
------------ ----- ------------ -----
Operating income 8,627 7.8 4,179 4.3
Interest expense, net 2,706 2.4 2,927 3.0
------------ ----- ------------ -----
Income before taxes 5,921 5.4 1,252 1.3
Income taxes -.- -.- -.- -.-
------------ ----- ------------ -----
Net income $ 5,921 5.4% $ 1,252 1.3%
============ ===== ============ =====
EBITDA (a) $ 10,658 9.7% $ 6,638 6.8%
</TABLE>
(a) EBITDA represents net income before taking into consideration interest
expense, net, income expense, depreciation expense, amortization expense
and non-cash rent expense.
7
<PAGE> 8
1. Net Sales
Net sales increased 12.3% (or $12,092) from $98,216 reported for the 13
weeks ended June 30, 1996 to $110,308 for the 13 weeks ended June 29,
1997. Same store sales increased 10.2% compared with the same period last
year, reflecting improved economic conditions in the regions in which the
Company operates, together with strong advertising and merchandising
programs. Sales attributable to an increase in store count from 193 at
June 30, 1996 to 200 at June 29, 1997 constituted the remainder of the
12.3% sales increase for the quarter.
2. Gross Profit
Gross profit increased 20.4% (or $6,534) from $31,956 for the 13 weeks
ended June 30, 1996 to $38,490 for the 13 weeks ended June 29, 1997,
reflecting increased sales discussed above and improved gross profit
margin. Gross profit margin increased from 32.5% of sales in the 1996
quarter to 34.9% of sales this year. The improvement in gross profit
margin for the 13 weeks ended June 29, 1997 reflected positive comparisons
in the majority of the Company's product categories.
3. Operating Expenses
Selling and administrative expenses increased 9.9% (or $2,514) from
$25,318 for the 13 weeks ended June 30, 1996 to $27,832 for the 13 weeks
ended June 29, 1997. This increase resulted primarily from wage inflation
and an increase in the Company's store base from 193 stores last year to
200 at the end of June 1997. When measured as a percentage of sales,
selling and administrative expenses decreased from 25.8% of sales for the
1996 period to 25.2% of sales in the 1997 period, reflecting management's
continued focus on controlling expenses and its leveraging of fixed costs
due to increased sales.
Depreciation and amortization decreased 17.4% (or $428) from $2,459 for
the prior year period to $2,031 for the 13 weeks ended June 29, 1997. This
decrease reflected reduced capital spending as the Company temporarily
reduced its store growth program in 1996. During 1997, the Company has
resumed its historical store growth program with plans to open 14 to 16
new stores during the year. The decrease also reflected an increase in the
amortization term of the Company's leasehold interest write-up from 10
years to 13 1/2 years.
4. Interest Expense, Net
Interest expense, net decreased 7.6% (or $221) from $2,927 for the prior
year period to $2,706 for the 13 weeks ended June 29, 1997. This decrease
reflected lower average borrowing levels on the Company's revolving credit
facility during the current year period resulting from improved earnings,
a continued focus on inventory levels, and the Company's reduced level of
store growth in 1996 compared to prior years. The Company's revolving debt
balance was $59,113 at June 29, 1997 versus a balance of $63,456 at June
30, 1996.
5. Net Income
Net income for the 13 weeks ended June 29, 1997 increased 372.9% (or
$4,669) from $1,252 for the 13 weeks ended June 30, 1996 to $5,921 for 13
weeks ended June 29, 1997. This improvement reflects the very positive
sales and gross profit results achieved during the 13 weeks ended June 29,
1997.
8
<PAGE> 9
6. Earnings Before Interest, Taxes, Depreciation, and Amortization ("EBITDA")
EBITDA increased 60.6% (or $4,020) from $6,638 for the 13 weeks ended June
30, 1996 to $10,658 for the 13 weeks ended June 29, 1997. Increased same
store sales, gross margin and operating efficiencies were the primary
factors contributing to the significant improvement.
26 WEEKS ENDED JUNE 29, 1997 VERSUS 26 WEEKS ENDED JUNE 30, 1996
The following table sets forth for the periods indicated operating results in
thousands of dollars and expressed as a percentage of sales.
<TABLE>
<CAPTION>
26 Weeks Ended
-----------------------------------------------------
June 29, 1997 June 30, 1996
---------------------- ------------------------
<S> <C> <C> <C> <C>
Net sales $ 207,098 100.0% $ 189,833 100.0%
Cost of goods sold, buying and
occupancy 138,401 66.8 130,148 68.6
------------ ----- ------------ -----
Gross profit 68,697 33.2 59,685 31.4
------------ ----- ------------ -----
Operating expenses:
Selling and administration 54,071 26.1 50,660 26.7
Depreciation and amortization 3,998 2.0 4,799 2.5
------------ ----- ------------ -----
Total operating expense 58,069 28.1 55,459 29.2
------------ ----- ------------ -----
Operating income 10,628 5.1 4,226 2.2
Interest expense, net 5,417 2.6 5,889 3.1
------------ ----- ------------ -----
Net income (loss) before income
taxes and extraordinary loss 5,211 2.5 (1,663) (0.9)
Income taxes -.- -.- -.- -.-
------------ ----- ------------ -----
Net income (loss) before
extraordinary loss 5,211 2.5 (1,663) (0.9)
Extraordinary (loss) from
early extinguishment of debt -.- -.- (2,222) (1.1)
------------ ----- ------------ -----
Net income (loss) $ 5,211 2.5% $ (3,885) (2.0)%
============ ===== ============ =====
EBITDA (a) $ 14,626 7.1% $ 9,025 4.8%
</TABLE>
(a) EBITDA represents net income (loss) before taking into consideration
interest expense, net, income tax expense, depreciation expense,
amortization expense, non-cash rent expense and extraordinary loss from
early extinguishment of debt.
9
<PAGE> 10
1. Net Sales
Net sales increased 9.1% (or $17,265) from $189,833 reported for the 26
weeks ended June 30, 1996 to $207,098 for the 26 weeks ended June 29,
1997. Same store sales increased 7.5% compared with the same period last
year, reflecting improved economic conditions in the regions in which the
Company operates, together with strong advertising and merchandising
programs. Sales attributable to an increase in store count from 193 at
June 30, 1996 to 200 at June 29, 1997 constituted the remainder of the
9.1% sales increase for the 26 week period.
2. Gross Profit
Gross profit increased 15.1% (or $9,012) from $59,685 for the 26 weeks
ended June 30, 1996 to $68,697 for the 26 weeks ended June 29, 1997,
reflecting increased sales discussed above and improved gross profit
margin. Gross profit margin increased from 31.4% of sales for the first
six month period in 1996 to 33.2% for the comparable first six month
period this year. The improvement in gross profit margin for the 26 weeks
ended June 29, 1997 reflected positive comparisons in the majority of the
Company's product categories.
3. Operating Expenses
Selling and administrative expenses increased 6.7% (or $3,411) from
$50,660 for the 26 weeks ended June 30, 1996 to $54,071 for the 26 weeks
ended June 29, 1997. This increase resulted primarily from wage inflation
and an increase in the Company's store base from 193 stores last year to
200 at the end of June 1997. When measured as a percentage of sales,
selling and administrative expenses decreased from 26.7% of sales for the
1996 period to 26.1% of sales in the 1997 period, reflecting management's
continued focus on controlling expenses and its leveraging of fixed costs
due to increased sales.
Depreciation and amortization decreased 17.0% (or $801) from $4,799 for
the prior year period to $3,998 for the 26 weeks ended June 29, 1997. This
decrease reflected reduced capital spending as the Company temporarily
reduced its store growth program in 1996. During 1997, the Company has
resumed its historical store growth program with plans to open 14 to 16
new stores during the year. The decrease also reflected a reduction in
leasehold interest amortization resulting from the sale/leaseback of the
Company's Fontana distribution center last year and an increase in the
amortization term of the Company's leasehold interest write-up from 10
years to 13 1/2 years.
4. Interest Expense, Net
Interest expense, net decreased 8.0% (or $472) from $5,889 for the prior
year period to $5,417 for the 26 weeks ended June 29, 1997. This decrease
reflected lower average borrowing levels on the Company's revolving credit
facility during the current year period resulting from improved earnings,
a continued focus on inventory levels, and the Company's reduced level of
store growth in 1996 compared to prior years. The Company's revolving debt
balance was $59,113 at June 29, 1997 versus a balance of $63,456 at June
30, 1996.
5. Extraordinary Loss from Early Extinguishment of Debt
During the 26 weeks ended June 30, 1996, the Company refinanced its
indebtedness under a prior credit facility with borrowings under a new
facility with the CIT Group/Business Credit, Inc.. In connection with the
refinancing, the Company accelerated amortization of $1,062 of certain
fees and paid $1,160 in prepayment premium and other fees. Accordingly, a
charge of $2,222 was recorded
10
<PAGE> 11
as an extraordinary loss for the 26 weeks ended June 30, 1996. No such
event occurred during the 26 weeks ended June 29, 1997.
6. Net Income/(Loss)
Net income for the 26 weeks ended June 29, 1997 increased $9,096 from a
net loss of $3,885 for the 26 weeks ended June 30, 1996 to a net income of
$5,211 for 26 weeks ended June 29, 1997. This improvement reflects the
very positive sales and gross profit results achieved during the 26 weeks
ended June 29, 1997.
7. Earnings Before Interest, Taxes, Depreciation, and Amortization ("EBITDA")
EBITDA increased 62.1% (or $5,601) from $9,025 for the 26 weeks ended June
30, 1996 to $14,626 for the 26 weeks ended June 29, 1997. Increased same
store sales, gross margin and operating efficiencies were the primary
factors contributing to the significant improvement.
LIQUIDITY AND CAPITAL RESOURCES
The Company has a credit agreement with The CIT Group/Business Credit,
Inc. (the "CIT Credit Agreement"), which provides the Company with a three-year,
non-amortizing, $100,000 revolving debt facility (the "CIT 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 June
29, 1997, the Company maintained eligible inventory of $142,628 with an
aggregate balance of $59,113 outstanding under the CIT facility. This balance
compares to an aggregate balance of $63,456 outstanding on June 30, 1996. The
Company is in compliance with all of the covenants under the CIT Credit
Agreement.
As of June 29, 1997, the Company maintained a cash and cash equivalents
balance of $3,715 versus a balance of $1,062 at June 30, 1996.
Net cash used in operating activities was $8,192 for the 26 weeks ended
June 29, 1997 versus cash provided of $145 for the 26 weeks ended June 30, 1996.
The primary factor in the increase in cash requirements for this year's period
was increased inventory purchases as the Company normalized its inventory
purchasing after a planned program which resulted in reduced inventory purchases
in prior year periods. Net cash used in investing activities of $2,003 during
the 1997 period compared to net cash provided by investing activities of $4,002
for the 26 weeks ended June 30, 1996. Last year's cash flow benefitted from the
positive impact of $4,990 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
net cash required from financing activities of $9,113 for the 26 weeks ended
June 29, 1997 versus net cash repayments related to financing activities of
$6,283 for the 26 weeks ended June 30, 1996, and a decrease in cash and cash
equivalents of $1,082 versus $2,136 for the comparable 26 week periods in 1997
and 1996, 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.
11
<PAGE> 12
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 its results of operations during the 26 weeks ended June 29, 1997.
FORWARD-LOOKING STATEMENTS
Certain information contained herein includes "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995 and
is subject to the safe harbor created by that Act. Forward-looking statements
can be identified by the use of forward-looking terminology, such as "may,"
"will," "should," "expect," "anticipate," "estimate," "continue," "plan,"
"intend" or other similar terminology. Such forward-looking statements, which
relate to, among other things, the financial condition, results of operations
and business of the Company, are subject to certain risks and uncertainties that
could cause actual results to differ materially from those set forth in such
statements. These include, without limitation, the Company's ability to open new
stores on a timely and profitable basis, the impact of competition on revenues
and margins, the effect of weather conditions and general economic conditions in
the western United States (which is the Company's area of operation), the
seasonal nature of the Company's business, and other risks and uncertainties as
may be detailed from time to time in the Company's public announcements and
filings with the Securities and Exchange Commission.
12
<PAGE> 13
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>
2.1* Purchase and Sale Agreement among Big 5 Holdings, Thrifty and PE
dated as of May 22, 1992.
3.1(a)* Certificate 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* Bylaws of the Company.
4.1* Indenture among the Company, Big 5 Holdings and First Trust
National Association relating to the Senior Notes dated as of
September 25, 1992.
4.2* Form of the Senior Notes.
4.3* Purchase Agreement among the Company, Big 5 Holdings and the
original purchasers of the Senior Notes dated as of September 25,
1992.
4.4* Registration Rights Agreement among the Company, Big 5 Holdings and
the original purchasers of the Senior Notes dated as of September
25, 1992.
</TABLE>
13
<PAGE> 14
<TABLE>
<S> <C>
4.5* Form of Amendment of Registration Rights Agreement among the
Company, Big 5 Holdings and Holders of the Senior Notes (re: ongoing
registration rights).
4.6* Form of Amendment of Registration Rights Agreement among the
Company, Big 5 Holdings and Holders of the Senior Notes (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, TPH, Thrifty and Big 5
Holdings dated as of September 25, 1992.
10.3(a)** Amended and Restated Indemnification Implementation Agreement
between UMC and TPH dated as of April 20, 1994.
10.3(b)** Agreement and Release among PE, TPH, TPI, Thrifty and UMC dated as
of March 11, 1994.
10.4(a)* Big 5 Corporation 1992 Equity Plan.
10.4(b)* Stock Subscription Agreement between Parent and GEI dated as of
September 25, 1992.
10.5(a)* Employment Agreement between the Company and Robert W. Miller dated
as of January 1, 1993.
10.5(b)* Employment Agreement between the Company and Steve G. Miller dated
as of January 1, 1993.
10.5(d)* Sublease between the Company and Thrifty dated as of September 25,
1992 (1).
10.6(a)*** Agreement on Purchase and Sale among the Company and the State of
Wisconsin dated as of February 13, 1996.
10.6(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.
- ----------
* Incorporated by reference to the Company's Registration Statement on
Form S-4 (file no. 33-61096) effective as of June 29, 1993.
</TABLE>
14
<PAGE> 15
<TABLE>
<S> <C>
** Incorporated by reference to the Company's report on Form 10-K for
the year ended January 1, 1995.
*** 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.
</TABLE>
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.
15
<PAGE> 16
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: 08/11/97 By: /S/ STEVEN G. MILLER
-------- ---------------------------------------
Steven G. Miller
President and
Chief Operating Officer
Date: 08/11/97 By: /S/ CHARLES P. KIRK
-------- ---------------------------------------
Charles P. Kirk
Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
16
<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>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-28-1997
<PERIOD-END> JUN-29-1997
<CASH> 3,715
<SECURITIES> 0
<RECEIVABLES> 3,723
<ALLOWANCES> 450
<INVENTORY> 152,008
<CURRENT-ASSETS> 160,443
<PP&E> 26,921
<DEPRECIATION> 19,124
<TOTAL-ASSETS> 213,265
<CURRENT-LIABILITIES> 75,041
<BONDS> 95,563
0
0
<COMMON> 35,080
<OTHER-SE> 1,986
<TOTAL-LIABILITY-AND-EQUITY> 213,265
<SALES> 207,098
<TOTAL-REVENUES> 207,098
<CGS> 138,401
<TOTAL-COSTS> 138,401
<OTHER-EXPENSES> 58,069
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,417
<INCOME-PRETAX> 5,211
<INCOME-TAX> 0
<INCOME-CONTINUING> 5,211
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,211
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
