============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 -------------- FOR THE QUARTER ENDED COMMISSION FILE NUMBER MAY 3, 1997 1-5287 PATHMARK STORES, INC. (Exact name of registrant as specified in its charter) DELAWARE 22-2879612 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 301 BLAIR ROAD, P.O. BOX 5301 07095-0915 WOODBRIDGE, NEW JERSEY (Zip Code) (Address of principal executive offices) (732) 499-3000 (Registrant's telephone number, including area code) ------------------- SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: JUNIOR SUBORDINATED DEFERRED COUPON NOTES DUE 2003 SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE ------------------- 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 May 3, 1997, there were outstanding 100 shares of Common Stock, $0.10 par value, all of which are privately owned and not traded on a public market. ============================================================================== PART 1. FINANCIAL INFORMATION ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS PATHMARK STORES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (in thousands) 13 WEEKS ENDED ------------------------------- MAY 3, MAY 4, 1997 1996 --------- --------- Sales............................................................... $922,319 $912,837 Cost of sales (exclusive of depreciation and amortization shown separately below).......................................... 663,057 646,813 --------- --------- Gross profit........................................................ 259,262 266,024 Selling, general and administrative expenses........................ 212,341 213,680 Depreciation and amortization....................................... 20,174 20,639 --------- --------- Operating earnings.................................................. 26,747 31,705 Interest expense.................................................... (41,290) (39,889) --------- --------- Loss before income tax benefit and extraordinary item............... (14,543) (8,184) Income tax benefit.................................................. 5,701 3,321 --------- --------- Loss before extraordinary item...................................... (8,842) (4,863) Extraordinary item, net of an income tax benefit.................... -- (673) --------- --------- Net loss............................................................ $ (8,842) $ (5,536) ========= ========= See notes to consolidated financial statements (unaudited). 1 PATHMARK STORES, INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in thousands except share amounts) MAY 3, FEBRUARY 1, 1997 1997 ------------ ------------ ASSETS Current Assets Cash and cash equivalents.................................... $ 13,938 $ 9,880 Accounts receivable, net..................................... 12,331 12,492 Merchandise inventories...................................... 215,715 216,931 Income taxes receivable...................................... 789 -- Deferred income taxes........................................ 7,070 7,111 Prepaid expenses............................................. 25,305 24,951 Due from suppliers........................................... 12,376 13,923 Other current assets......................................... 5,656 5,908 ------------ ------------ Total Current Assets...................................... 293,180 291,196 Property and Equipment, Net....................................... 593,711 603,577 Deferred Financing Costs, Net..................................... 27,113 28,743 Deferred Income Taxes............................................. 28,132 22,846 Other Assets...................................................... 45,164 43,534 ------------ ------------ $ 987,300 $ 989,896 ============ ============ LIABILITIES AND STOCKHOLDER'S DEFICIT Current Liabilities Accounts payable............................................. $ 171,824 $ 166,199 Book overdrafts.............................................. 29,287 41,085 Current maturities of long-term debt......................... 113,100 74,431 Income taxes payable......................................... -- 860 Accrued payroll and payroll taxes............................ 56,189 56,335 Current portion of lease obligations......................... 23,360 23,133 Accrued interest payable..................................... 18,914 20,712 Accrued expenses and other current liabilities............... 87,981 90,589 ------------ ----------- Total Current Liabilities................................. 500,655 473,344 ------------ ----------- Long-Term Debt.................................................... 1,171,452 1,185,639 ------------ ----------- Lease Obligations, Long-Term...................................... 176,555 175,353 ------------ ----------- Other Noncurrent Liabilities...................................... 189,146 197,226 ------------ ----------- Commitments and Contingencies (Note 4) Stockholder's Deficit Common Stock, $.10 par value................................. -- -- Authorized, issued and outstanding: 100 shares Paid-in Capital.............................................. 68,703 68,703 Accumulated Deficit.......................................... (1,119,211) (1,110,369) ------------ ----------- Total Stockholder's Deficit............................... (1,050,508) (1,041,666) ------------ ----------- $ 987,300 $ 989,896 ============ =========== See notes to consolidated financial statements (unaudited). 2 PATHMARK STORES, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDER'S DEFICIT (UNAUDITED) (in thousands) TOTAL COMMON PAID-IN ACCUMULATED STOCKHOLDER'S STOCK CAPITAL DEFICIT DEFICIT ------- ------ ----------- ------------ Balance, February 1, 1997................. $ -- $68,703 $(1,110,369) $(1,041,666) Net loss............................... -- -- (8,842) (8,842) ------- ------- ----------- ------------ Balance, May 3, 1997...................... $ -- $68,703 $(1,119,211) $(1,050,508) ======= ======= =========== ============ Balance, February 3, 1996................. $ -- $65,303 $(1,089,534) $(1,024,231) Net loss............................... -- -- (5,536) (5,536) ------- ------- ----------- ------------ Balance, May 4, 1996...................... $ -- $65,303 $(1,095,070) $(1,029,767) ======= ======= =========== ============ See notes to consolidated financial statements (unaudited). 3 PATHMARK STORES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in thousands) 13 WEEKS ENDED ----------------------------- MAY 3, MAY 4, 1997 1996 -------- --------- Operating Activities Net loss.......................................................................... $ (8,842) $ (5,536) Adjustments to reconcile net loss to net cash provided by operating activities: Extraordinary loss on early extinguishment of debt.............................. -- 673 Depreciation and amortization................................................... 21,130 21,481 Deferred income tax benefit..................................................... (5,246) (1,545) Interest accruable but not payable.............................................. 4,448 4,008 Amortization of original issue discount......................................... 88 88 Amortization of debt issuance costs............................................. 1,901 1,816 (Gain) loss on disposal of property and equipment............................... 33 (5,542) Cash provided by (used for) operating assets and liabilities: Accounts receivable, net...................................................... 161 (295) Merchandise inventories....................................................... 1,216 1,644 Income taxes.................................................................. (1,649) (3,374) Other current assets.......................................................... 665 1,923 Other assets.................................................................. (1,808) (162) Accounts payable.............................................................. 5,625 (1,254) Accrued interest payable...................................................... (1,798) (1,395) Accrued expenses and other current liabilities................................ (2,706) (4,890) Other noncurrent liabilities.................................................. (8,079) 4,175 -------- --------- Cash provided by operating activities....................................... 5,139 11,815 -------- --------- Investing Activities Property and equipment expenditures............................................... (5,035) (10,654) Proceeds from disposition of property and equipment............................... 1,243 6,589 -------- --------- Cash used for investing activities.......................................... (3,792) (4,065) -------- --------- Financing Activities Increase in Working Capital Facility borrowings................................... 33,000 18,500 Decrease in Term Loan............................................................. (12,627) (10,400) Decrease in book overdrafts....................................................... (11,798) (8,730) Increase in other borrowings...................................................... 214 -- Repayment of other long-term borrowings........................................... (642) (1,220) Reduction in lease obligations.................................................... (5,168) (4,892) Deferred financing fees........................................................... (268) (1,503) -------- --------- Cash provided by (used for) financing activities............................ 2,711 (8,245) -------- --------- Increase (decrease) in cash and cash equivalents...................................... 4,058 (495) Cash and cash equivalents at beginning of period...................................... 9,880 11,648 -------- --------- Cash and cash equivalents at end of period............................................ $ 13,938 $ 11,153 ======== ========= Supplemental Disclosures of Cash Flow Information Interest paid..................................................................... $ 35,148 $ 33,800 ======== ========= Income taxes paid................................................................. $ 1,650 $ 1,401 ======== ========= Noncash Investing and Financing Activities Capital lease obligations......................................................... $ 6,807 $ 4,507 ======== ========= See notes to consolidated financial statements (unaudited). 4 PATHMARK STORES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1--ORGANIZATION AND BASIS OF PRESENTATION Pathmark Stores, Inc. (the "Company") operated 144 supermarkets as of May 3, 1997, primarily in the New York-New Jersey and Philadelphia metropolitan areas and is a wholly owned subsidiary of PTK Holdings, Inc. ("PTK") and an indirect wholly owned subsidiary of Supermarkets General Holdings Corporation ("Holdings"). The unaudited consolidated financial statements included herein have been prepared by the Company in accordance with the same accounting principles followed in the presentation of the Company's annual financial statements for the year ended February 1, 1997, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the consolidated financial statements included herein reflect all adjustments which are of a normal and recurring nature and are necessary to present fairly the results of operations and financial position of the Company. This report should be read in conjunction with the financial statements and notes thereto included in the Company's Form 10-K Annual Report for the year ended February 1, 1997. Income taxes for the interim period are based on the estimated effective tax rate expected to be applicable for the full fiscal year. NOTE 2--LONG-TERM DEBT Long-term debt is comprised of the following (dollars in thousands): MAY 3, FEBRUARY 1, 1997 1997 ---------- ----------- Term Loan............................................................................ $ 230,500 $ 243,127 Working Capital Facility............................................................. 106,500 73,500 9.625% Senior Subordinated Notes due 2003 ("Senior Subordinated Notes").............. 437,869 437,780 10.75% Deferred Coupon Notes due 2003 ("Deferred Coupon Notes")...................... 173,007 168,559 12.625% Subordinated Debentures due 2002 ("Subordinated Debentures")................. 95,750 95,750 11.625% Subordinated Notes due 2002 ("Subordinated Notes")........................... 199,017 199,017 Debt payable to Holdings............................................................. 983 983 Industrial revenue bonds............................................................. 6,375 6,375 Other debt (primarily mortgages)..................................................... 34,551 34,979 ---------- ----------- Total debt........................................................................... 1,284,552 1,260,070 Less: current maturities............................................................. 113,100 74,431 ---------- ----------- Long-term portion.................................................................... $1,171,452 $1,185,639 ========== =========== On May 27, 1997, The Chase Manhattan Bank committed, subject to the execution of a definitive credit agreement, to provide to the Company senior secured facilities in an aggregate principal amount of $500 million pursuant to which the Company will repay in full all amounts outstanding under its existing Bank Credit Agreement. The senior securied facilities include two term facilities in an aggregate principal amount of $300 million and a revolving credit facility in the aggregate principal amount of $200 million. The Company believes it will successfully refinance its existing Bank Credit Agreement, however, there can be no assurances that the refinancing will occur. 5 PATHMARK STORES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)--(CONTINUED) NOTE 3--INTEREST EXPENSE Interest expense is comprised of the following (dollars in thousands): 13 WEEKS ENDED ------------------------- MAY 3, MAY 4, 1997 1996 ------- -------- Term Loan........................................................................... $ 5,130 $ 5,901 Working Capital Facility............................................................ 1,767 1,210 Senior Subordinated Notes Amortization of original issue discount......................................... 88 88 Currently payable............................................................... 10,588 10,588 Deferred Coupon Notes Accrued but not payable......................................................... 4,448 4,008 Subordinated Debentures............................................................. 3,022 3,022 Subordinated Notes.................................................................. 5,813 5,813 Amortization of debt issuance costs................................................. 1,901 1,816 Obligations under capital leases.................................................... 4,790 4,338 Other, net.......................................................................... 3,743 3,105 ------- -------- Interest expense.................................................................... $41,290 $39,889 ======= ======== The majority of the cash interest payments are scheduled in the second and fourth quarters. However, the May 1 semi-annual interest payment of $21.2 million on the Senior Subordinated Notes was paid in the first quarters of Fiscal 1997 and Fiscal 1996 due to the timing of the quarter end dates. NOTE 4--CONTINGENCIES RICKEL: In connection with the sale of its home centers segment in Fiscal 1994, the Company, as lessor, entered into leases for certain real estate properties with Rickel, as tenant (the "Leases"), pursuant to which the Company is entitled to receive annual aggregate rentals of approximately $4.2 million. In addition, as part of the sale, the Company assigned to Rickel, and Rickel assumed, various liabilities of the home centers segment, primarily third party leases (the "Assumed Liabilities"). As of May 3, 1997, the estimated present value of obligations under the Assumed Liabilities approximated $28.5 million. In January 1996, Rickel filed for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code. In April 1996, the Company filed its proofs of claim in connection with the bankruptcy proceedings. In August 1996, Rickel filed an order with the Bankruptcy Court to reject a third party lease. The estimated present value of this lease obligation is approximately $4.4 million. In November 1996, Rickel filed an order with the Bankruptcy Court to reject four Leases related to property owned by the Company, with aggregate annual rentals of approximately $2.4 million. The Company is actively marketing these properties to other prospective tenants. In February 1997, Rickel filed an order with the Bankruptcy Court to reject one additional third party lease, which the Company has settled with the landlord. In May 1997, Rickel filed an order with the Bankruptcy Court to reject a lease related to property owned by the Company, with aggregate annual rentals of approximately $0.3 million. Management has evaluated its exposure with respect to these rejected Leases and has concluded that the Company has sufficient reserves to cover any resulting liability which may occur with respect to these rejected Leases. Since the bankruptcy is not concluded, the Company cannot determine whether Rickel will reject any additional Leases or the extent to which the Company has become liable with respect to the Assumed Liabilities in the event of Rickel's nonpayment thereof. OTHER: The Company is also 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. 6 PATHMARK STORES, INC. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The matters discussed herein, with the exception of historical information, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, the competitive environment in which the Company operates and the general economic conditions in the Company's trading areas. RESULTS OF OPERATIONS SALES: Sales in the first quarter of Fiscal 1997 were $922.3 million compared to $912.8 million in the prior year, an increase of 1% with same store sales from supermarkets increasing 0.6%. The increase in sales resulted from the Company's new store openings and remodels over the past year and the Company's promotional pricing program which commenced in the first quarter of Fiscal 1997. The Company operated 144 supermarkets at both the end of the first quarters of Fiscal 1997 and Fiscal 1996, including 55 and 46 Pathmark 2000 format stores, respectively. GROSS PROFIT: Gross profit in the first quarter of Fiscal 1997 was $259.3 million or 28.1% of sales compared with $266.0 million or 29.1% of sales for the prior year. The decrease in gross profit in both dollars and as a percentage of sales for the first quarter Fiscal 1997 compared to the prior year was primarily due to the promotional pricing program introduced during the first quarter of Fiscal 1997. The cost of goods sold comparisons were affected by a pretax LIFO charge of $0.4 million and $0.9 million in the first quarters of Fiscal 1997 and Fiscal 1996, respectively. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ("SG&A"): SG&A in the first quarter of Fiscal 1997 decreased $1.3 million or 0.6% compared to the prior year. As a percentage of sales, SG&A were 23.0% in the first quarter of Fiscal 1997, down from 23.4% in the prior year. The decrease in SG&A as a percentage of sales in the first quarter of Fiscal 1997 compared to the prior year was primarily due to lower advertising and administrative expenses, partially offset by higher labor and labor related expenses. DEPRECIATION AND AMORTIZATION: Depreciation and amortization of $20.2 million in the first quarter of Fiscal 1997 was $0.4 million lower than the prior year of $20.6 million. The decrease in depreciation and amortization expense in the first quarter of Fiscal 1997 compared to the prior year was primarily due to the write down in the fourth quarter of Fiscal 1996 of certain fixed assets held for sale, principally in the Company's southern region, partially offset by capital expenditures in Fiscal 1997. Depreciation and amortization excludes video tape amortization, which is recorded in cost of goods sold, of $0.8 million and $0.75 million in the first quarters of Fiscal 1997 and Fiscal 1996, respectively. OPERATING EARNINGS: Operating earnings in the first quarter of Fiscal 1997 were $26.7 million compared with the prior year of $31.7 million. The decrease in operating earnings in the first quarter of Fiscal 1997 compared to the prior year was due to lower gross profit, partially offset by lower SG&A and depreciation and amortization expense. 7 PATHMARK STORES, INC. INTEREST EXPENSE: Interest expense was $41.3 million in the first quarter of Fiscal 1997 compared to $39.9 million in the prior year primarily due to an increase in the Working Capital Facility along with higher interest rates, partially offset by reductions in the Term Loan. INCOME TAXES: Income taxes for the interim period are based on the estimated effective tax rate expected to be applicable for the full fiscal year. The income tax benefit in the first quarters of Fiscal 1997 and Fiscal 1996 were $5.7 million and $3.3 million, respectively. During the first quarter of Fiscal 1997, the Company made income tax payments of $1.7 million and received income tax refunds of $0.5 million. During the first quarter of Fiscal 1996, the Company made income tax payments of $1.4 million and received income tax refunds of $0.3 million. EXTRAORDINARY ITEM: During the first quarter of Fiscal 1996, in connection with the termination of the Plainbridge credit agreement due to the reacquisition of Plainbridge by Pathmark, the Company wrote off deferred financing fees resulting in a net loss on early extinguishment of debt of $0.7 million. SUMMARY OF OPERATIONS: For the first quarter of Fiscal 1997, the Company's net loss was $8.8 million compared to a net loss of $5.5 million for the prior year. The increase in net loss in the first quarter of Fiscal 1997 compared to the prior year was primarily due to lower operating earnings and higher interest expense, partially offset by a higher income tax benefit. EBITDA-FIFO: EBITDA-FIFO was $48.3 million and $54.2 million in the first quarters of Fiscal 1997 and Fiscal 1996, respectively. EBITDA-FIFO represents net earnings before interest expense, income taxes, depreciation, amortization, the LIFO charge (credit) and unusual transactions. EBITDA-FIFO is a widely accepted financial indicator of a company's ability to service and/or incur debt. EBITDA-FIFO should not be construed as an alternative to, or a better indicator of operating income or to cash flows from operating activities, as determined in accordance with generally accepted accounting principles. FINANCIAL CONDITION DEBT SERVICE: During the first quarter of Fiscal 1997, total debt increased $24.5 million from Fiscal 1996 year end primarily due to borrowings under the Working Capital Facility and debt accretion on the Deferred Coupon Notes, partially offset by Term Loan repayments. Borrowings under the Working Capital Facility were $106.5 million at May 3, 1997 and have decreased to $70.5 million at June 12, 1997. During the second quarter of Fiscal 1997, the Company sold four of its 12 stores that it announced for divestiture at the end of Fiscal 1996 for $14.9 million. The proceeds were used to paydown a portion of the Working Capital Facility. 8 PATHMARK STORES, INC. The indebtedness under the Working Capital Facility and the Term Loan bear interest at floating rates and 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 if deemed appropriate. The majority of the cash interest payments are scheduled in the second and fourth quarters. The amount of principal payments required each year on outstanding long-term debt (excluding the original issue discount with respect to the Deferred Coupon Notes) are as follows (dollars in millions): PRINCIPAL FISCAL YEARS PAYMENTS ------------ -------- 1997(a)................................................. $ 94.4 1998.................................................... 155.7 1999.................................................... 127.2 2000.................................................... 50.6 2001.................................................... 50.0 2002.................................................... 195.8 2003.................................................... 610.9 - ---------- (a) Subsequent to May 3, 1997. LIQUIDITY: The consolidated financial statements of the Company indicate that, at May 3, 1997, current liabilities exceeded current assets by $207.5 million and stockholder's deficit was $1.05 billion. Management believes that cash flows generated from operations, supplemented by the unused borrowing capacity under the Working Capital Facility 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 meets its other cash requirements. The Company 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 borrowing facilities. Future refinancing will be necessary if the Company's cash flow from operations is not sufficient to meet its debt service requirements related to the maturity of a portion of the Term Loan, Working Capital Facility and certain mortgages in Fiscal 1998, the amortization and subsequent maturity of the Term Loan in Fiscal 1999 and the maturity of the Subordinated Notes and Subordinated Debentures in Fiscal 2002. The Company expects that it will be necessary to refinance all or a portion of the Senior Subordinated Notes and the Deferred Coupon Notes due in Fiscal 2003. The Company may undertake a refinancing of some or all of such indebtedness sometime prior to its maturity. The Bank Credit Agreement includes an annual cleandown provision requiring borrowings under the Company's Working Capital Facility not to exceed $60.0 million for a period of 30 consecutive days. The Company was in compliance with its various debt covenants at May 3, 1997, and, based on management's operating projections for Fiscal 1997, the Company believes that it will be able to satisfy this cleandown provision and continue to be in compliance with its other debt covenants. The Company's ability to make scheduled payments, to refinance or otherwise meet 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 or that future borrowing facilities will be available for payment or refinancing of the Company's indebtedness. 9 PATHMARK STORES, INC. On May 27, 1997, The Chase Manhattan Bank committed, subject to the execution of a definitive credit agreement, to provide to the Company senior secured facilities in an aggregate principal amount of $500 million pursuant to which the Company will repay in full all amounts outstanding under its existing Bank Credit Agreement. The senior secured facilities include two term facilities in an aggregate principal amount of $300 million and a revolving credit facility in the aggregate principal amount of $200 million. The Company believes it will successfully refinance its existing Bank Credit Agreement, however, there can be no assurances that the refinancing will occur. While it is the Company's intention to enter into other 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 outstanding indebtedness could experience increased credit risk and could experience a derease 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. CAPITAL EXPENDITURES: Capital expenditures for the first quarter of Fiscal 1997, including property acquired under capital leases, were $11.8 million compared to $15.2 million for the prior year. During the first quarter of Fiscal 1997, the Company opened one new Pathmark 2000 format store, completed one enlargement to an existing supermarket and closed one of the 12 stores announced for divestiture at the end of Fiscal 1996. Subsequent to the first quarter of Fiscal 1997, the Company opened one new Pathmark 2000 format store and sold or closed six of the 12 stores announced for divestiture. During the remainder of Fiscal 1997, the Company plans to open one new Pathmark 2000 format store and to complete up to an aggregate of nine major renovations and enlargements. CASH FLOWS: Cash provided by operating activities amounted to $5.1 million in the first quarter of Fiscal 1997 compared to $11.8 million in the prior year. The decrease in net cash provided by operating activities is primarily due to a decline in cash provided by operating assets and liabilities and an increase in the net loss. Cash used for investing activities was $3.8 million in the first quarter of Fiscal 1997 compared to $4.1 million in the prior year, primarily due to expenditures of property and equipment, partially offset by proceeds from property dispositions. Cash provided by financing activities was $2.7 million in the first quarter of Fiscal 1997 compared to cash used for financing activities of $8.2 million in the prior year. The increase in cash provided by financing activities is primarily due to an increase in borrowings under the Working Capital Facility. 10 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. PATHMARK STORES, INC. BY /s/ RON MARSHALL ------------------------------- (RON MARSHALL) EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER BY /s/ JOSEPH ADELHARDT ------------------------------- (JOSEPH ADELHARDT) SENIOR VICE PRESIDENT AND CONTROLLER, CHIEF ACCOUNTING OFFICER DATE: June 17, 1997 11