<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
ON
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED MAY 17, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
------ --------
COMMISSION FILE NUMBER: 33-63372
PUEBLO XTRA INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 65-0415593
- -------------------------------------- ----------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
1300 N.W. 22ND STREET
POMPANO BEACH, FLORIDA 33069
- -------------------------------------------- ----------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (954) 977-2500
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
--- ---
NUMBER OF SHARES OF THE REGISTRANT'S COMMON STOCK, $ .10 PAR VALUE,
OUTSTANDING AS OF JUNE 20, 1997 -- 200.
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Page(s)
-------
<S> <C>
Consolidated Balance Sheets (Unaudited) -
May 17, 1997 and January 25, 1997.................................................................3-4
Consolidated Statements of Operations (Unaudited) -
16 weeks ended May 17, 1997 and May 18, 1996........................................................5
Consolidated Statements of Cash Flows (Unaudited) -
16 weeks ended May 17, 1997 and May 18, 1996........................................................6
Notes to Consolidated Financial Statements (Unaudited) ...........................................................7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS..............................................................8-11
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K...................................................................12
</TABLE>
<PAGE> 3
CONSOLIDATED BALANCE SHEETS
PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
May 17, January 25,
1997 1997
-------- ----------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 10,310 $ 12,148
Marketable securities (market value of $89
at January 25, 1997) -- 89
Accounts receivable 2,968 4,443
Inventories 58,486 59,503
Assets held for sale 3,804 13,804
Prepaid expenses 18,279 10,428
Deferred income taxes 3,163 3,316
-------- --------
TOTAL CURRENT ASSETS 97,010 103,731
-------- --------
PROPERTY AND EQUIPMENT
Land and improvements 18,282 18,278
Buildings and improvements 62,843 62,388
Furniture, fixtures and equipment 98,822 98,138
Leasehold improvements 34,917 35,408
Construction in progress 4,860 4,253
-------- --------
219,724 218,465
Less accumulated depreciation and amortization 82,928 77,289
-------- --------
136,796 141,176
Property under capital leases, net 9,506 9,739
-------- --------
TOTAL PROPERTY AND EQUIPMENT, NET 146,302 150,915
GOODWILL, net of accumulated amortization of $19,598
at May 17, 1997 and $18,050 at January 25, 1997 182,120 183,668
DEFERRED INCOME TAXES 12,165 12,824
TRADENAMES 31,304 31,570
DEFERRED CHARGES AND OTHER ASSETS 38,802 39,933
-------- --------
TOTAL ASSETS $507,703 $522,641
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE> 4
CONSOLIDATED BALANCE SHEETS
PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES
(Dollars in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
May 17, January 25,
1997 1997
--------- ----------
<S> <C> <C>
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts payable $ 80,823 $ 74,951
Accrued expenses 36,243 36,054
Salaries, wages and benefits payable 11,700 11,563
Short-term borrowing -- 7,000
Notes payable to a related party -- 10,000
Income taxes payable 184 110
Current installments of long-term debt 7,500 18,250
Current obligations under capital leases 633 617
Deferred income taxes 1,226 1,403
--------- ---------
TOTAL CURRENT LIABILITIES 138,309 159,948
LONG-TERM DEBT, net of current portion 10,000 71,227
NOTES PAYABLE 256,760 180,000
CAPITAL LEASE OBLIGATIONS, net of current portion 7,911 8,110
RESERVE FOR SELF-INSURANCE CLAIMS 11,275 12,201
DEFERRED INCOME TAXES 19,859 22,921
OTHER LIABILITIES AND DEFERRED CREDITS 35,497 35,352
--------- ---------
TOTAL LIABILITIES 479,611 489,759
--------- ---------
COMMITMENTS AND CONTINGENCIES -- --
STOCKHOLDER'S EQUITY
Common stock, $.10 par value; 200 shares authorized
and issued -- --
Additional paid-in capital 91,500 91,500
Accumulated deficit (Note 1) (63,408) (58,618)
--------- ---------
TOTAL STOCKHOLDER'S EQUITY 28,092 32,882
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 507,703 $ 522,641
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE> 5
CONSOLIDATED STATEMENTS OF OPERATIONS
PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
16 weeks 16 weeks
ended ended
May 17, May 18,
1997 1996
--------- --------
<S> <C> <C>
Net sales 297,192 317,060
Cost of goods sold 219,701 236,557
--------- --------
GROSS PROFIT 77,491 80,503
--------- --------
OPERATING EXPENSES
Selling, general and administrative
expenses 59,615 66,876
Depreciation and amortization 12,048 12,003
--------- --------
OPERATING PROFIT (LOSS) 5,828 1,624
Sundry, net (19) (43)
--------- --------
INCOME (LOSS) BEFORE INTEREST,
INCOME TAXES AND EXTRAORDINARY
ITEM 5,809 1,581
Interest expense on debt (8,668) (9,096)
Interest expense on capital lease
obligations (366) (356)
Interest and investment income, net 300 51
--------- --------
LOSS BEFORE INCOME TAXES AND
EXTRAORDINARY ITEM (2,925) (7,820)
Income tax benefit 579 2,147
--------- --------
LOSS BEFORE EXTRAORDINARY
ITEM (2,346) (5,673)
Extraordinary item:
Loss on early extinguishment of debt, net of
deferred income taxes of $1,567 (2,444) --
--------- --------
NET LOSS (Note 1) (4,790) (5,673)
========= ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE> 6
CONSOLIDATED STATEMENTS OF CASH FLOWS
PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
16 weeks ended 16 weeks ended
May 17, May 18,
1997 1996
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (4,790) $ (5,673)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities, net of effects of disposal of
Florida retail operations:
Extraordinary loss on early extinguishment of debt 2,444 --
Depreciation and amortization of property and equipment 7,209 7,633
Amortization of intangible and other assets 4,839 4,370
Amortization of bond discount 48 --
Deferred income taxes (859) (2,549)
Loss on disposal of property and equipment, net 104 90
Decrease (increase) in deferred charges, goodwill, and other assets (3,435) 493
Decrease in reserve for self-insurance claims (925) (322)
Increase (decrease) in other liabilities and deferred credits 774 (613)
Changes in operating assets and liabilities:
Decrease in accounts receivable 1,475 1,537
Decrease (increase) in inventories (1,453) 1,231
Increase in prepaid expenses (7,851) (7,930)
Increase (decrease) in accounts payable and accrued expenses 5,940 (16,101)
Increase in income taxes payable 73 246
-------- --------
3,593 (17,588)
Decrease attributable to disposal of Florida retail operations (632) (10,498)
-------- --------
Net cash provided by (used in) operating activities 2,961 (28,086)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (2,458) (1,796)
Proceeds from disposal of property and equipment 18 1
Proceeds from disposal of Florida retail operations 10,000 11,500
Proceeds from sales of marketable securities 89 --
-------- --------
Net cash provided by investing activities 7,649 9,705
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments from notes payable to a related party (10,000) --
Principal payments on long-term debt (61,227) (7,025)
Principal payments on short-term debt (17,750) --
Principal payments on capital lease obligations (183) (256)
Proceeds from long-term borrowing 76,712 13,700
Proceeds from capital contribution -- 5,000
-------- --------
Net cash provided by (used in) financing activities (12,448) 11,419
-------- --------
Net decrease in cash and cash equivalents (1,838) (6,962)
Cash and cash equivalents at beginning of period 12,148 6,998
-------- --------
Cash and cash equivalents at end of period $ 10,310 $ 36
======== ========
Supplemental disclosures of cash flow information:
Cash paid (received) during the period for:
Interest $ 2,920 $ 11,138
Income taxes (net of refunds) (983) 144
</TABLE>
The accompanying notes are an integral part of these financial statements.
-6-
<PAGE> 7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES
(UNAUDITED)
NOTE 1 -- INTERIM FINANCIAL STATEMENTS
With respect to the unaudited financial information for each of the 16
weeks ended May 17, 1997 and May 18, 1996, it is the opinion of management of
Pueblo Xtra International, Inc. and its wholly-owned subsidiaries (collectively,
the "Company") that the adjustments necessary to prepare a fair statement of the
results for such interim periods have been included. Such adjustments were of a
normal and recurring nature, or resulted from the strategic measures implemented
by the Company in the 16 weeks ended May 18, 1996 as described in Note (2) of
the audited consolidated financial statements contained in the Company's Form
10-K/A for the fiscal year ended January 25, 1997 filed with the Securities and
Exchange Commission (hereinafter referred to as the "Form 10-K/A"). The
unaudited financial information should be read in conjunction with the Company's
Form 10-K/A. The consolidated balance sheet at January 25, 1997 included herein
has been derived from the audited consolidated financial statements at that date
but does not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.
Operating results for the 16-week periods ended May 17, 1997 and May
18, 1996 are not necessarily indicative of results that may be expected for the
full fiscal years. The Company's fiscal year ends on the last Saturday in
January.
The unaudited financial statements for the 16 weeks ended May 18,
1996 have been restated to correct the recording of costs associated with the
phase out of the Florida retail operations to comply with Emerging Issues Task
Force 94-3. As a result of the restatement, the net loss for the 16 weeks ended
May 18, 1996 increased by $2.6 million.
NOTE 2 -- INVENTORY
The results of the Company's operations reflect the application of the
last-in, first-out ("LIFO") method of valuing certain inventories of grocery,
non-food and dairy products. Since an actual valuation of inventories under the
LIFO method is only made at the end of a fiscal year based on inventory levels
and costs at that time, interim LIFO calculations are based on management's
estimates of expected year-end inventory levels and costs and are subject to
year-end adjustments.
NOTE 3 -- DEBT
On April 29, 1997, the Company entered into a refinancing plan (the
"Refinancing Plan"), which included the issuance and sale of $85.0 million
principal amount of 9 1/2% Senior Notes Due 2003 (the "Notes"), the terms of
which are substantially identical to those of the Company's $180 million
principal amount of 9 1/2% Senior Notes (the "Existing Notes"), which were
issued in 1993. The net proceeds from the sale of the Notes of approximately
$73.9 million after deducting expenses, together with available cash of the
Company, were used to repay the senior secured indebtedness outstanding under
the Bank Credit Agreement dated July 31, 1993 (the "Old Bank Credit Agreement").
In connection with the Refinancing Plan, the Company entered into an amended
bank credit agreement (the "New Bank Credit Agreement"), which provides for a
$65.0 million revolving credit facility with less restrictive covenants compared
to the Old Bank Credit Agreement. After the issuance of standby letters of
credit in the amount of $23.3 million, the Company has borrowing availability on
a revolving basis of $41.7 million under the New Bank Credit Agreement. This
transaction resulted in an extraordinary loss of $2.4 million, net of deferred
income taxes of $1.6 million, by reason of the early extinguishment of debt. As
of May 17, 1997, the Company had not borrowed under the revolver of the New Bank
Credit Agreement.
In connection with the Refinancing Plan, on April 29, 1997, the Company
satisfied $10 million of indebtedness payable to a related party by transferring
its interest in two real estate properties from its closed Florida operations to
such related party.
-7-
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW AND BASIS OF PRESENTATION
During fiscal 1996, the Company determined to discontinue its retail
operations in Florida. The effective date of the Florida closing was December
30, 1995. All eight of the Florida stores were closed during the 16-week period
ended May 18, 1996. The following table presents selected comparative operating
data of the Company for the 16 weeks ended May 17, 1997 and May 18, 1996 after
excluding the Florida retail division (the "Continuing Business"):
<TABLE>
<CAPTION>
16 Weeks Ended
--------------------------
May 17, May 18,
1997 1996 (1)
------------ ----------
<S> <C> <C>
SELECTED OPERATING RESULTS
(as a percentage of sales)
Gross profit 26.1% 25.8%
Selling, general and
administrative expenses 20.1 20.1
EBITDA (2) 6.0 5.7
Depreciation and amortization 4.1 3.9
Operating profit (loss) 2.0 1.9
Loss before income taxes
and extraordinary item (1.0) (1.2)
Net loss (1.6) (1.0)
</TABLE>
- ---------------------
(1) Excludes net sales, cost of goods sold, selling, general and
administrative expenses, and income tax benefit from Florida
operations for the 16 weeks ended May 18, 1996.
(2) Represents income before interest, income taxes, sundry and
depreciation and amortization. EBITDA, as disclosed herein, is
neither a measurement pursuant to generally accepted accounting
principles (GAAP) nor a measurement of operating results and is
included for informative purposes only.
RESULTS OF OPERATIONS
As the market leader in Puerto Rico and the U.S. Virgin Islands, the
Company operated a total of 50 supermarkets and 31 Blockbuster video stores as
of May 17, 1997. The history of store openings, closings and conversions
through May 17, 1997, since the end of the same period of the prior year, is
set forth below:
<TABLE>
<S> <C>
Stores in operation at May 18, 1996 74
Stores opened:
Supermarkets --
Blockbuster video stores 9
Stores closed (2)
---
Stores in operation at May 17, 1997 81
===
</TABLE>
-8-
<PAGE> 9
<TABLE>
<CAPTION>
May 17, May 18,
1997 1996
---- ----
<S> <C> <C>
Store composition at quarter-end:
Xtra stores 30 26
Pueblo supermarkets 20 26
Blockbuster video stores 31 22
By location:
Puerto Rico 73 67
U.S. Virgin Islands 8 7
</TABLE>
Net sales for the 16-week period ended May 17, 1997 decreased by $19.9
million, or 6.3%, in comparison to the same period last year. Contributing to
the overall sales reduction was the closing of the Florida retail operations,
which had sales of $6.7 million for the 16 weeks ended May 18, 1996. Net sales
from the Continuing Business decreased by $13.2 million, or 4.2%, in comparison
to the same period last year. Same store sales for the 16-week period decreased
by 2.9%. This decline reflected a same store sales decrease of 2.8% in the
Company's Puerto Rico supermarket operations as competition continued to
adversely affect the operating division's sales performance. The Company's
Blockbuster operations experienced a same store decrease of 9.1% for the 16
weeks ended May 17, 1997 as the eight stores that converted from Video Clubs to
Blockbuster stores have temporarily affected the sales performance of the
existing stores.
Gross profit margin for the 16-week period ended May 17, 1997, as a
percentage of sales, was 26.1% or 0.7% above the 25.4% for the same period last
year. Gross margin for the Continuing Business for the 16-week period ended May
17, 1997 increased 0.3% from 25.8% to 26.1%. The increase in gross profit
margin was primarily due to the favorable margin in the meat department due to
a reduction in shrink and the implementation of certain performance initiatives.
Selling, general and administrative expenses for the 16-week period
ended May 17, 1997 decreased by $7.3 million, or 10.9%, in comparison to the
same period last year. Contributing to the overall decrease in selling, general
and administrative expenses was the closing of the Florida retail operations,
which had selling expenses of $4.6 million for the 16 weeks ended May 18, 1996.
Selling, general and administrative expenses from the Continuing Business
decreased by $2.7 million, or 4.3%, in comparison to the same period last year.
This decrease was due primarily to a major advertising campaign launched in
Puerto Rico during the 16 weeks ended May 18, 1996. Also contributing to the
decrease was the elimination of 440 store employees in January 1997 due to the
reorganization of labor scheduling practices and on-going labor control
programs.
Depreciation and amortization for the 16 weeks ended May 17, 1997 was
comparable to that of the same period of the prior year.
Interest expense, net of interest and investment income, decreased by
$0.7 million, or 7.1%, for the 16 weeks ended May 17, 1997 compared to the same
period last year due primarily to a decrease in the average amount of
borrowings outstanding during the period.
The income tax benefit for the 16 weeks ended May 17, 1997 decreased
by $1.6 million in comparison to the same period last year due primarily to the
operating losses incurred from the Florida operations for the 16 weeks ended
May 18, 1996.
The Company recorded a $2.4 million, net of deferred income taxes of
$1.6 million, extraordinary loss by reason of the early extinguishment of debt
due to the Refinancing Plan described in Note (3) - Debt of the notes to the
Company's consolidated financial statements in this Form 10-Q/A. The
extraordinary
-9-
<PAGE> 10
loss pertains to the unamortized portion of deferred Bank Credit Agreement
costs associated with the Old Bank Credit Agreement.
LIQUIDITY AND CAPITAL RESOURCES
Company operations have historically provided a sufficient cash flow
which, along with the available credit facility, provided adequate liquidity to
the Company's operational needs.
On April 29, 1997, the Company entered into the Refinancing Plan in
connection with which it issued the Notes. The net proceeds from the sale of the
Notes of approximately $73.9 million after deducting expenses, together with
available cash of the Company, were used to repay the senior secured
indebtedness outstanding under the Old Agreement. In connection with the
Refinancing Plan, the Company entered into the New Bank Credit Agreement, which
provides for a $65.0 million revolving credit facility with less restrictive
covenants compared to the Old Bank Credit Agreement. After the issuance of
standby letters of credit in the amount of $23.3 million, the Company has
borrowing availability on a revolving basis of $41.7 million under the New Bank
Credit Agreement. As of May 17, 1997, the Company had not borrowed under the
revolver of the New Bank Credit Agreement.
Net cash provided by (used in) operating activities was $3.0 million
and $(28.1) million for the 16 weeks ended May 17, 1997 and May 18, 1996,
respectively. The increase in net cash provided by operating activities was due
to the decrease in net cash outlay related to the closing of the Florida retail
operations for the 16 weeks ended May 17, 1997 in comparison to the same period
last year.
Working capital during the 16 weeks ended May 17, 1997 increased from
a deficit of $56.2 million at January 25, 1997 to a deficit of $41.3 million at
May 17, 1997. The improvement in working capital was primarily attributable to
the repayment of certain obligations associated with the Refinancing Plan
described above.
Net cash provided by investing activities was $7.6 million and $9.7
million for the 16 weeks ended May 17, 1997 and May 18, 1996, respectively. The
Company received $11.5 million for the sale of two Florida Xtra stores and
certain equipment during the 16 weeks ended May 18, 1996. Total capital
expenditures, net of proceeds from disposals, were $2.4 million and $1.8
million for the 16 weeks ended May 17, 1997 and May 18, 1996, respectively.
Net cash provided by (used in) financing activities was $(12.4)
million and $11.4 million for the 16 weeks ended May 17, 1997 and May 18, 1996,
respectively. On April 29, 1997, the Company entered into the Refinancing Plan
which provided net proceeds of $76.7 million before deducting expenses. These
proceeds together with available cash were used to repay $63.0 million in term
loans and $16.0 million in revolving
-10-
<PAGE> 11
loans under the Old Bank Credit Agreement. In connection with the Refinancing
Plan the Company also satisfied $10.0 million of indebtedness payable to a
related party.
Outstanding borrowings with a governmental agency of Puerto Rico from
the issuance of industrial revenue bonds were $17.5 million as of May 17, 1997,
including $7.5 million of principal payments due in the current fiscal year.
Management anticipates that the principal payments will be financed by
operations.
In early November 1996, the Company reached a settlement (the
"Settlement") of the Premium Sales litigation described in Item 3, Legal
Proceedings, in the Company's Amendment No. 1 on Form 10-K/A for the year ended
January 25, 1997. The settlement has subsequently been confirmed and approved by
the court. The terms of the Settlement do not materially affect the Company's
financial position or results of operations.
The Company believes that the cash flows generated by its normal
business operations together with its available credit facility will be
adequate for its liquidity and capital resource needs.
IMPACT OF INFLATION AND CURRENCY FLUCTUATIONS
The inflation rate for food prices continues to be lower than the
overall increase in the U.S. Consumer Price Index. The Company's primary costs,
products and labor, can be affected by inflation. Increases in inventory costs
can typically be passed on to the customer. Other cost increases must be
recovered through operating efficiencies and improved gross margins. Currency
in Puerto Rico and the U.S. Virgin Islands is the U.S. dollar. As such, the
Company has no exposure to foreign currency fluctuations.
FORWARD LOOKING STATEMENTS
Certain of the matters discussed under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
elsewhere in this Amendment No. 1 on Form 10-Q/A contain certain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
concerning the Company's belief that the cash flows generated by its normal
business operations together with its available credit facility will be adequate
for its liquidity and capital resource needs. These statements are based on the
Company's expectations and are subject to various risks and uncertainties.
Actual results could differ materially from those anticipated due to a number of
factors, including but not limited to the Company's substantial indebtedness and
high degree of leverage, which will continue with the Refinancing Plan
(including limiting effects on ability to obtain additional financing and trade
credit, to apply operating cash flow for purposes in addition to debt service,
to respond to price competition in economic downturns and to dispose of assets
pledged to secure such indebtedness or to freely use proceeds of any such
dispositions), the Company's limited geographic markets and competitive
conditions in the markets in which the Company operates and buying patterns of
consumers.
-11-
<PAGE> 12
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1 - Amended and Restated Credit Agreement, dated as of April
29, 1997, among Pueblo Xtra International, Inc., Pueblo
International, Inc., Xtra Super Food Centers, Inc.,
various lending institutions, The Bank of Nova Scotia, as
Administrative Agent, and NationsBank, N.A. (South), as
Syndication Agent (incorporated by reference to Exhibit
10.1 to Registrant's Quarterly Report on Form 10-Q for the
quarter ended May 17, 1997).
27 Financial Data Schedule (for SEC use only).
(b) Reports on Form 8-K
On April 4, 1997, the Company filed a current report on Form 8-K
with the Commission under Item 5 of such form a press release to
announce the amendment of the Company's bank credit facility.
On April 7, 1997, the Company filed a current report on Form 8-K
with the Commission under Item 5 of such form a press release to
announce fiscal 1997 earnings.
-12-
<PAGE> 13
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.
PUEBLO XTRA INTERNATIONAL, INC.
Dated: July 21, 1997 /s/ Daniel Cammarata
-------------------------------
Daniel Cammarata
Controller
and Chief Accounting Officer
-13-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF OPERATIONS OF THE
COMPANY'S FORM 10-Q/A FOR THE 16 WEEKS ENDED MAY 17, 1997 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 4-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-END> MAY-17-1997
<CASH> 10,310
<SECURITIES> 0
<RECEIVABLES> 2,968
<ALLOWANCES> 0
<INVENTORY> 58,486
<CURRENT-ASSETS> 97,010
<PP&E> 219,724
<DEPRECIATION> (82,928)
<TOTAL-ASSETS> 507,703
<CURRENT-LIABILITIES> 138,309
<BONDS> 282,804
0
0
<COMMON> 0
<OTHER-SE> 28,092
<TOTAL-LIABILITY-AND-EQUITY> 507,703
<SALES> 297,192
<TOTAL-REVENUES> 297,192
<CGS> (219,701)
<TOTAL-COSTS> (69,713)
<OTHER-EXPENSES> (1,969)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (8,734)
<INCOME-PRETAX> (2,925)
<INCOME-TAX> 579
<INCOME-CONTINUING> (2,346)
<DISCONTINUED> 0
<EXTRAORDINARY> (2,444)
<CHANGES> 0
<NET-INCOME> (4,790)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
