## UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

|(Mark One)                                                    |                                                                                         
|------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|ý                                                             | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|For the fiscal quarter ended April 30, 2005                  
|or                                                           
|o                                                             | 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 1-5287

PATHMARK STORES, INC.(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

22-2879612(I.R.S. Employer
Identification No.)200 Milik Street
Carteret, New Jersey(Address of principal executive office)

07008(Zip Code)(732) 499-3000(Registrants telephone number, including area code)


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 ý                        No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes ý                        No o

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.

Yes ý                        No o

As of June 2, 2005, 30,071,192 shares of the Common Stock were outstanding.





### Part I. Financial Information

#### Item 1. Financial Statements

#### Pathmark Stores, Inc.
Consolidated Statements of Operations (Unaudited)
(in millions, except per share data)

|                                                                  | 13 Weeks Ended
|----------------------------------------------------------------- | --------------
|
|Sales                                                             |               
|Cost of goods sold                                                |               
|                                                                  |               
|Gross profit                                                      |               
|Selling, general and administrative expenses                      |               
|Depreciation and amortization                                     |               
|                                                                  |               
|Operating earnings                                                |               
|Interest expense                                                  |               
|                                                                  |               
|Loss before income taxes                                          |               
|Income tax benefit                                                |               
|                                                                  |               
|Net loss                                                          |               
|                                                                  |               
|Weighted average number of shares outstanding  basic and diluted |               
|                                                                  |               
|Net loss per share  basic and diluted                            |               
|                                                                  |               

See notes to financial statements (unaudited).

2

#### Pathmark Stores, Inc.
Consolidated Balance Sheets
(in millions, except share and per share amounts)

|                                                             | (Unaudited)April 30, 2005 |  | January 29,2005
|------------------------------------------------------------ | ------------------------- |  | ---------------
|ASSETS                                                       |                           |  |                
|Current assets                                               |                           | 
|Cash                                                         |                           |  | $              
|Accounts receivable, net                                     |                           |  |                
|Merchandise inventories                                      |                           |  |                
|Due from suppliers                                           |                           |  |                
|Other current assets                                         |                           |  |                
|                                                             |                           |  |                
|Total current assets                                         |                           |  |                
|Property and equipment, net                                  |                           |  |                
|Goodwill                                                     |                           |  |                
|Other noncurrent assets                                      |                           |  |                
|                                                             |                           |  |                
|Total assets                                                 |                           |  | $              
|                                                             |                           |  |                
|LIABILITIES AND STOCKHOLDERS' EQUITY                         |                           | 
|Current liabilities                                          |                           | 
|Accounts payable                                             |                           |  | $              
|Current maturities of long-term debt                         |                           |  |                
|Current portion of lease obligations                         |                           |  |                
|Accrued expenses and other current liabilities               |                           |  |                
|                                                             |                           |  |                
|Total current liabilities                                    |                           |  |                
|Long-term debt                                               |                           |  |                
|Long-term lease obligations                                  |                           |  |                
|Deferred income taxes                                        |                           |  |                
|Other noncurrent liabilities                                 |                           |  |                
|                                                             |                           |  |                
|Total liabilities                                            |                           |  |                
|                                                             |                           |  |                
|Stockholders' equity                                         |                           | 
|Preferred stock                                              |                           |  |                
|Authorized: 5,000,000 shares; no shares issued               |                           | 
|Common stock, par value $0.01 per share                      |                           |  |                
|Authorized: 100,000,000 shares; issued: 30,099,510 shares    |                           | 
|at April 30, 2005 and at January 29, 2005                    |                           | 
|Common stock warrants                                        |                           |  |                
|Paid-in capital                                              |                           |  |                
|Accumulated deficit                                          |                           |  |                
|Accumulated other comprehensive loss                         |                           |  |                
|Treasury stock, at cost: 28,318 shares at April 30, 2005 and |                           | 
|at January 29, 2005                                          |                           |  |                
|                                                             |                           |  |                
|Total stockholders' equity                                   |                           |  |                
|                                                             |                           |  |                
|Total liabilities and stockholders' equity                   |                           |  | $              
|                                                             |                           |  |                

See notes to financial statements (unaudited).

3

#### Pathmark Stores, Inc.
Consolidated Statements of Cash Flows (Unaudited)
(in millions)

|                                                                                | 13 Weeks Ended
|------------------------------------------------------------------------------- | --------------
|
|Operating Activities                                                            |               
|Net loss                                                                        |               
|Adjustments to reconcile the net loss to cash provided by operating activities: |               
|Depreciation and amortization                                                   |               
|Amortization of deferred financing costs                                        |               
|Deferred income tax benefit                                                     |               
|Gain on sale of real estate                                                     |               
|Cash provided by (used for) operating assets and liabilities:                   |               
|Accounts receivable                                                             |               
|Merchandise inventories                                                         |               
|Due from suppliers                                                              |               
|Other current assets                                                            |               
|Noncurrent assets                                                               |               
|Accounts payable                                                                |               
|Accrued expenses and other current liabilities                                  |               
|Noncurrent liabilities                                                          |               
|                                                                                |               
|Cash provided by operating activities                                           |               
|                                                                                |               
|Investing Activities                                                            |               
|Capital expenditures, including technology investments                          |               
|Acquisition of Community Supermarket Corporation                                |               
|Proceeds from the sale of real estate                                           |               
|                                                                                |               
|Cash used for investing activities                                              |               
|                                                                                |               
|Financing Activities                                                            |               
|Repayments of capital lease obligations                                         |               
|Borrowings (repayments) under the working capital facility, net                 |               
|Repayments of other debt, net                                                   |               
|                                                                                |               
|Cash provided by (used for) financing activities                                |               
|                                                                                |               
|Increase in cash                                                                |               
|Cash at beginning of period                                                     |               
|                                                                                |               
|Cash at end of period                                                           |               
|                                                                                |               
|Supplemental Disclosures of Cash Flow Information                               |               
|Interest paid                                                                   |               
|                                                                                |               
|Income taxes paid                                                               |               
|                                                                                |               
|Non-Cash Investing and Financing Activities                                     |               
|Capital lease obligations incurred                                              |               
|                                                                                |               

See notes to financial statements (unaudited).

4

#### Pathmark Stores, Inc.
Notes to Financial Statements (Unaudited)

##### Note 1. Significant Accounting Policies

Business. Pathmark
Stores, Inc. (the "Company" or "Pathmark") operated 142
supermarkets as of April 30, 2005, primarily in the New York-New Jersey and
Philadelphia metropolitan areas.

Basis of
Presentation. The unaudited consolidated financial statements included herein have
been prepared by the Company pursuant to the rules and regulations of the Securities and
Exchange Commission (the SEC). 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
audited financial statements and notes thereto included in the Companys Annual
Report on Form 10-K for the year ended January 29, 2005.

Principles of
Consolidation. The consolidated financial statements include the accounts of the
Company and its subsidiaries, all of which are 100% owned. All intercompany transactions
have been eliminated in consolidation.

##### Note 2. Stock-Based Compensation

The Company accounts for
stock-based compensation plans using the intrinsic value recognition and measurement
principles of Accounting Principles Board (APB) Opinion No. 25,
Accounting for Stock Issued to Employees. Since the exercise price of all
stock options granted under the Companys stock-based compensation plans was equal to
the market price of the underlying common stock on the grant date, no stock-based
compensation expense is recognized in the Companys operating results.

The following proforma
disclosure illustrates the effect on the net loss and net loss per share
as if the Company had applied the fair value recognition provisions of the Financial
Accounting Standards Board (the FASB) Statement of Financial Accounting
Standards (SFAS) No. 123, as amended by SFAS No. 148 (in millions, except per
share amounts):

|                                                                  | 13 Weeks Ended
|----------------------------------------------------------------- | --------------
|
|Net loss, as reported                                             |               
|Less: stock-based compensation expense, net of related tax effect |               
|                                                                  |               
|Net loss, proforma                                                |               
|                                                                  |               
|Weighted average number of shares outstanding - basic and diluted |               
|                                                                  |               
|Net loss per share - basic and diluted, as reported               |               
|Less: stock-based compensation expense, net of related tax effect |               
|                                                                  |               
|Net loss per share - basic and diluted, proforma                  |               
|                                                                  |               

For purposes of the
proforma disclosures, the estimated fair value of the options issued is assumed to be
expensed over the options vesting period. The Company will adopt SFAS No. 123
(revised 2004), Share-Based Payment, effective with the first quarter
reporting period ending April 29, 2006 (see New Accounting Pronouncement in Item 2).

5

#### Pathmark Stores, Inc.
Notes to Financial Statements (Unaudited)  (Continued)

##### Note 3. Long-Term Debt

Long-term debt is comprised
of the following (in millions):

|                                                          | April 30, 2005 |  | January 29,2005
|--------------------------------------------------------- | -------------- |  | ---------------
|Senior subordinated notes                                 |                |  | $              
|Term loan                                                 |                |  |                
|Working capital facility                                  |                |  |                
|Mortgages                                                 |                |  |                
|Other debt                                                |                |  |                
|                                                          |                |  |                
|Total debt                                                |                |  |                
|Less: current maturities and the working capital facility |                |  |                
|                                                          |                |  |                
|Long-term debt                                            |                |  | $              
|                                                          |                |  |                

The Company has outstanding $350
million aggregate principal amount of 8.75% Senior Subordinated Notes, due 2012 (the
Senior Subordinated Notes), including $150 million issued at a premium, which
pay cash interest semi-annually on February 1 and August 1. The indenture relating to the
Senior Subordinated Notes (the Indenture) contains a number of restrictive
covenants, including a restriction on our ability to declare cash dividends on our common
stock. The Company was in compliance with all related covenants as of April 30, 2005.

On October 1, 2004, the
Company entered into an amended and restated $250 million senior secured credit facility
(the Credit Agreement) with a group of lenders led by Fleet Retail Group, a
Bank of America company. The term of the Credit Agreement is five years and consists of a
$180 million revolving working capital facility (the Working Capital Facility)
(including a maximum of $125 million in letters of credit) and a $70 million term loan
(the Term Loan). The proceeds from the Credit Agreement were used to
completely repay the outstanding balance under the Companys credit agreement dated
September 19, 2000 (the 2000 Credit Agreement). Interest on borrowings under
the Credit Agreement bear interest at floating rates equal to LIBOR plus a premium that
ranges between 1.5% to 2.25%, depending on the average availability under the Credit
Agreement, and at April 30, 2005, was at LIBOR plus 2.0%. Pursuant to the Credit
Agreement, there are three financial covenants: minimum annual consolidated EBITDA of $135
million, minimum inventory of $150 million and maximum annual cash capital expenditures of
$110 million. The Company was in compliance with all Credit Agreement covenants as of
April 30, 2005.

There are no credit agency
ratings-related triggers in either the Indenture or the Credit Agreement that would
adversely impact the cost of borrowings, annual amortization of principal or related debt
maturities.

6

#### Pathmark Stores, Inc.
Notes to Financial Statements (Unaudited)  (Continued)

##### Note 4. Interest Expense

Interest expense is
comprised of the following (in millions):

|                                         | 13 Weeks Ended
|---------------------------------------- | --------------
|
|Senior subordinated notes                |               
|Term loan                                |               
|Working capital facility                 |               
|Lease obligations                        |               
|Mortgages                                |               
|Amortization of deferred financing costs |               
|Other                                    |               
|                                         |               
|Interest expense                         |               
|                                         |               

##### Note 5. Guarantees

In the normal course of
business, the Company has assigned to third parties various leases related to former
businesses that the Company sold as well as former operating Pathmark supermarkets (the
Assigned Leases). When the Assigned Leases were assigned, the Company
generally remained secondarily liable with respect to these lease obligations. As such, if
any of the assignees were to become unable to continue making payments under the Assigned
Leases, the Company could be required to assume the lease obligation. As of April 30,
2005, 65 Assigned Leases remain in place. Assuming that each respective assignee became
unable to continue to make payments under an Assigned Lease, an event the Company believes
to be remote, management estimates its maximum potential obligation with respect to the
Assigned Leases to be approximately $106 million, which could be partially or totally
offset by reassigning or subletting such leases. The Company has recognized a liability on
its consolidated balance sheet as of April 30, 2005 of $2.6 million, which represents
certain guarantees attributable to the Companys secondary liability in connection
with Assigned Leases.

##### Note 6. Benefits

The Company sponsors a
tax-qualified pension plan which covers substantially all non-union and certain union
associates and several nonqualified pension plans for certain of its associates as well as
retiree health and life insurance benefits, primarily for union groups and retired
non-union associates. The components of net periodic benefit cost (cost reduction) are as
follows (in millions):

Pension Benefits:

|                                    | 13 Weeks Ended
|----------------------------------- | --------------
|
|Service cost                        |               
|Interest cost                       |               
|Expected return on plan assets      |               
|Amortization of prior service costs |               
|Amortization of losses              |               
|                                    |               
|Net periodic benefit cost reduction |               
|                                    |               

7

#### Pathmark Stores, Inc.
Notes to Financial Statements (Unaudited)  (Continued)

##### Note 6. Benefits  (Continued)

Other Postretirement Benefits:

|                                    | 13 Weeks Ended
|----------------------------------- | --------------
|
|Service cost                        |               
|Interest cost                       |               
|Amortization of prior service costs |               
|Amortization of losses              |               
|                                    |               
|Net periodic benefit cost           |               
|                                    |               

##### Note 7. Yucaipa Investment

As disclosed in our Annual Report on Form 10-K for the year ended January 29,
2005, Pathmark and certain investment funds affiliated with The Yucaipa
Companies LLC (Yucaipa), a Los Angeles based private equity firm,
entered into a stock purchase agreement under which Yucaipa will invest $150
million in Pathmark and executed a five-year management agreement pursuant to
which Yucaipa will provide consulting services following the closing on
corporate strategy, marketing, operations, finance and retail development to
Pathmark.

Under the terms of the
agreement, Yucaipa will purchase 20,000,000 newly-issued shares of the Companys common stock,
representing approximately 40.0% of the Companys outstanding common stock,
10,060,000 Series A warrants to purchase a further 9.9% of the Companys common stock,
and 15,046,350 Series B warrants to purchase a further 10.0% of the Companys common stock.
The Series A warrants have an exercise
price of $8.50 per share and a three-year term. The Series B warrants have an exercise
price of $15.00 per share and a ten-year term, but will not become exercisable until
certain conditions are satisfied. Upon closing, the Companys Board of Directors is expected to be
comprised of six current or new independent directors and five additional directors
nominated by Yucaipa. The independent directors will have the right to nominate their
successors. The transaction, which was unanimously approved by the Companys Board of Directors, is subject to customary closing conditions
and stockholder approval. The transaction is expected to close in June 2005.

Approximately $1.7 million
of costs directly attributable to the proposed issuance of the Companys common
stock to Yucaipa have been deferred and recorded in noncurrent assets. Such costs will be
netted against the proceeds from the common stock issuance.

8

#### Pathmark Stores, Inc.
Notes to Financial Statements (Unaudited)  (Continued)

##### Note 8. Consolidating Financial Information

The following represents
the consolidating financial statements of Pathmark and its 100% owned guarantor and
non-guarantor subsidiaries. The guarantor subsidiaries are comprised of six 100% owned
entities, including Pathmarks distribution subsidiary, and guarantee on a full and
unconditional and joint and several basis, the Senior Subordinated Notes. The
non-guarantor subsidiaries are comprised of four 100% owned single-purpose entities. Each
of those entities owns the real estate on which a supermarket leased to Pathmark is
located.

|                                             | Pathmark | GuarantorSubsidiaries | Non-GuarantorSubsidiaries | Intercompany Elimination | ConsolidatedTotal
|-------------------------------------------- | -------- | --------------------- | ------------------------- | ------------------------ | -----------------
|
|Consolidating Statements of Operations:      |          |                       |                           |                          |                  
|For the 13 Weeks Ended April 30, 2005        |          |                      
|Sales                                        |          |                       | $                         | 1,002.5                  |                  
|Cost of goods sold                           |          |                       |                           | (717.5                   | )                
|                                             |          |                       |                           |                          |                  
|Gross profit                                 |          |                       |                           | 285.0                    |                  
|Selling, general and administrative expenses |          |                       |                           | (253.4                   | )                
|Depreciation and amortization                |          |                       |                           | (20.4                    | )                
|                                             |          |                       |                           |                          |                  
|Operating earnings                           |          |                       |                           | 11.2                     |                  
|Interest expense                             |          |                       |                           | (15.9                    | )                
|Equity in earnings of subsidiaries           |          |                       |                           | 0.3                      |                  
|                                             |          |                       |                           |                          |                  
|Earnings (loss) before income taxes          |          |                       |                           | (4.4                     | )                
|Income tax benefit                           |          |                       |                           | 2.3                      |                  
|                                             |          |                       |                           |                          |                  
|Net earnings (loss)                          |          |                       | $                         | (2.1                     | )                
|                                             |          |                       |                           |                          |                  
|                                            
|For the 13 Weeks Ended May 1, 2004           |          |                      
|Sales                                        |          |                       | $                         | 990.1                    |                  
|Cost of goods sold                           |          |                       |                           | (711.4                   | )                
|                                             |          |                       |                           |                          |                  
|Gross profit                                 |          |                       |                           | 278.7                    |                  
|Selling, general and administrative expenses |          |                       |                           | (247.0                   | )                
|Depreciation and amortization                |          |                       |                           | (19.4                    | )                
|                                             |          |                       |                           |                          |                  
|Operating earnings                           |          |                       |                           | 12.3                     |                  
|Interest expense                             |          |                       |                           | (16.0                    | )                
|Equity in earnings of subsidiaries           |          |                       |                           | 0.5                      |                  
|                                             |          |                       |                           |                          |                  
|Earnings (loss) before income taxes          |          |                       |                           | (3.2                     | )                
|Income tax benefit                           |          |                       |                           | 1.4                      |                  
|                                             |          |                       |                           |                          |                  
|Net earnings (loss)                          |          |                       | $                         | (1.8                     | )                
|                                             |          |                       |                           |                          |                  

9

#### Pathmark Stores, Inc.
Notes to Financial Statements (Unaudited)  (Continued)

##### Note 8. Consolidating Financial Information  (Continued)

|                                           | Pathmark | GuarantorSubsidiaries | Non-GuarantorSubsidiaries | Intercompany Elimination | ConsolidatedTotal
|------------------------------------------ | -------- | --------------------- | ------------------------- | ------------------------ | -----------------
|
|Consolidating Balance Sheets:              |          |                       |                           |                          |                  
|As of April 30, 2005                       |          |                      
|Merchandise inventories                    |          |                       | $                         | 167.9                    |                  
|Other current assets                       |          |                       |                           | 153.7                    |                  
|                                           |          |                       |                           |                          |                  
|Total current assets                       |          |                       |                           | 321.6                    |                  
|Property and equipment, net                |          |                       |                           | 474.2                    |                  
|Goodwill                                   |          |                       |                           | 144.7                    |                  
|Investment in subsidiaries                 |          |                       |                           | 57.6                     |                  
|Other noncurrent assets                    |          |                       |                           | 196.2                    |                  
|                                           |          |                       |                           |                          |                  
|Total assets                               |          |                       | $                         | 1,194.3                  |                  
|                                           |          |                       |                           |                          |                  
|Accounts payable                           |          |                       | $                         | 106.8                    |                  
|Other current liabilities                  |          |                       |                           | 203.5                    |                  
|                                           |          |                       |                           |                          |                  
|Total current liabilities                  |          |                       |                           | 310.3                    |                  
|Long-term debt                             |          |                       |                           | 424.4                    |                  
|Long-term lease obligations                |          |                       |                           | 166.2                    |                  
|Other noncurrent liabilities               |          |                       |                           | 230.3                    |                  
|                                           |          |                       |                           |                          |                  
|Total liabilities                          |          |                       |                           | 1,131.2                  |                  
|Stockholders' equity                       |          |                       |                           | 63.1                     |                  
|                                           |          |                       |                           |                          |                  
|Total liabilities and stockholders' equity |          |                       | $                         | 1,194.3                  |                  
|                                           |          |                       |                           |                          |                  
|                                          
|As of January 29, 2005                     |          |                      
|Merchandise inventories                    |          |                       | $                         | 159.8                    |                  
|Other current assets                       |          |                       |                           | 154.6                    |                  
|                                           |          |                       |                           |                          |                  
|Total current assets                       |          |                       |                           | 314.4                    |                  
|Property and equipment, net                |          |                       |                           | 487.1                    |                  
|Goodwill                                   |          |                       |                           | 144.7                    |                  
|Investment in subsidiaries                 |          |                       |                           | 57.8                     |                  
|Other noncurrent assets                    |          |                       |                           | 192.2                    |                  
|                                           |          |                       |                           |                          |                  
|Total assets                               |          |                       | $                         | 1,196.2                  |                  
|                                           |          |                       |                           |                          |                  
|Accounts payable                           |          |                       | $                         | 93.5                     |                  
|Other current liabilities                  |          |                       |                           | 209.9                    |                  
|                                           |          |                       |                           |                          |                  
|Total current liabilities                  |          |                       |                           | 303.4                    |                  
|Long-term debt                             |          |                       |                           | 424.2                    |                  
|Long-term lease obligations                |          |                       |                           | 169.6                    |                  
|Other noncurrent liabilities               |          |                       |                           | 233.8                    |                  
|                                           |          |                       |                           |                          |                  
|Total liabilities                          |          |                       |                           | 1,131.0                  |                  
|Stockholders' equity                       |          |                       |                           | 65.2                     |                  
|                                           |          |                       |                           |                          |                  
|Total liabilities and stockholders' equity |          |                       | $                         | 1,196.2                  |                  
|                                           |          |                       |                           |                          |                  

10

#### Pathmark Stores, Inc.
Notes to Financial Statements (Unaudited)  (Continued)

##### Note 8. Consolidating Financial Information  (Continued)

|                                                       | Pathmark | GuarantorSubsidiaries | Non-GuarantorSubsidiaries | Intercompany Elimination | ConsolidatedTotal
|------------------------------------------------------ | -------- | --------------------- | ------------------------- | ------------------------ | -----------------
|
|Consolidating Cash Flow Statements:                    |          |                       |                           |                          |                  
|For the 13 Weeks Ended April 30, 2005                  |          |                      
|Operating Activities                                   |          |                      
|Cash provided by operating activities                  |          |                       | $                         | 13.8                     |                  
|                                                       |          |                       |                           |                          |                  
|Investing Activities                                   |          |                      
|Capital expenditures, including technology investments |          |                       |                           | (6.7                     | )                
|                                                       |          |                       |                           |                          |                  
|Cash used for investing activities                     |          |                       |                           | (6.7                     | )                
|                                                       |          |                       |                           |                          |                  
|Financing Activities                                   |          |                      
|Repayments of capital lease obligations                |          |                       |                           | (3.2                     | )                
|Repayments of the working capital facility, net        |          |                       |                           | (1.8                     | )                
|Repayments of other debt, net                          |          |                       |                           | (0.4                     | )                
|Intercompany equity transactions                       |          |                       |                           |                         |                  
|                                                       |          |                       |                           |                          |                  
|Cash used for financing activities                     |          |                       |                           | (5.4                     | )                
|                                                       |          |                       |                           |                          |                  
|Increase in cash                                       |          |                       |                           | 1.7                      |                  
|Cash at beginning at period                            |          |                       |                           | 42.3                     |                  
|                                                       |          |                       |                           |                          |                  
|Cash at end of period                                  |          |                       | $                         | 44.0                     |                  
|                                                       |          |                       |                           |                          |                  
|                                                      
|For the 13 Weeks Ended May 1, 2004                     |          |                      
|Operating Activities                                   |          |                      
|Cash provided by operating activities                  |          |                       | $                         | 12.6                     |                  
|                                                       |          |                       |                           |                          |                  
|Investing Activities                                   |          |                      
|Capital expenditures, including technology investments |          |                       |                           | (19.6                    | )                
|Acquisition of Community Supermarket Corporation       |          |                       |                           | (4.5                     | )                
|Proceeds from sale of real estate                      |          |                       |                           | 2.5                      |                  
|                                                       |          |                       |                           |                          |                  
|Cash used for investing activities                     |          |                       |                           | (21.6                    | )                
|                                                       |          |                       |                           |                          |                  
|Financing Activities                                   |          |                      
|Borrowings under the working capital facility, net     |          |                       |                           | 15.9                     |                  
|Repayments of capital lease obligations                |          |                       |                           | (2.1                     | )                
|Repayments of other debt, net                          |          |                       |                           | (2.1                     | )                
|Intercompany equity transactions                       |          |                       |                           | 0.2                      |                  
|                                                       |          |                       |                           |                          |                  
|Cash provided by (used for) financing activities       |          |                       |                           | 11.9                     |                  
|                                                       |          |                       |                           |                          |                  
|Increase in cash                                       |          |                       |                           | 2.9                      |                  
|Cash at beginning of period                            |          |                       |                           | 8.7                      |                  
|                                                       |          |                       |                           |                          |                  
|Cash at end of period                                  |          |                       | $                         | 11.6                     |                  
|                                                       |          |                       |                           |                          |                  

11

#### Item 2. Managements Discussion and Analysis of Financial Condition and Results
of Operations.

##### Results of Operations

The following table sets
forth selected consolidated statements of operations data (dollars in millions):

|                                             | 13 Weeks Ended
|-------------------------------------------- | --------------
|                                             |               
|                                             |               
|Sales                                        |               
|                                             |               
|Gross profit                                 |               
|Selling, general and administrative expenses |               
|Depreciation and amortization                |               
|                                             |               
|Operating earnings                           |               
|Interest expense                             |               
|                                             |               
|Loss before income taxes                     |               
|Income tax benefit                           |               
|                                             |               
|Net loss                                     |               
|                                             |               

Sales. Sales in the
first quarter of fiscal 2005 were $1,002.5 million, up 1.3% from $990.1 million in the
first quarter of fiscal 2004. The sales increase in the first quarter of fiscal 2005 was
due to a 1.7% increase from new stores and a 0.1% increase in same-store sales (stores
open the entire first quarter in both fiscal 2005 and fiscal 2004, including replacement
stores), partially offset by a 0.5% decrease from closed stores. Sales in the first
quarter of fiscal 2005 benefited from new stores and by an increase in average order size,
but continued to be negatively affected by the weakness in consumer demand and a decrease
in customer traffic. The Company operated 142 stores at the end of the first quarters of
fiscal 2005 and fiscal 2004.

Gross Profit. Gross
profit represents the difference between sales and cost of goods sold, which includes the
cost of inventory sold and the related purchase and distribution costs, net of vendor
allowances and rebates. Gross profit in the first quarter of fiscal 2005 was $285.0
million or 28.4% of sales compared to $279.4 million or 28.2% of sales in the first
quarter of fiscal 2004. The increase in gross profit dollars in the first quarter of
fiscal 2005 was primarily due to higher sales and lower inventory shrink. The gross profit
margin in the first quarter of fiscal 2005 increased by 0.2% over the first quarter of
fiscal 2004 due to lower inventory shrink.

Selling, General and
Administrative Expenses (SG&A). SG&A in the first quarter of
fiscal 2005 was $250.9 million or 25.0% of sales compared to $244.6 million or 24.7% of
sales in the first quarter of fiscal 2004. SG&A in the first quarter of fiscal 2005
included $0.9 million in expenses related to our review of strategic alternatives, while
SG&A in the first quarter of fiscal 2004 included a $1.2 million gain from the sale of
real estate. Excluding the aforementioned items, SG&A in the first quarter of fiscal
2005 would have been $250.0 million compared to $245.8 million in the first quarter of
fiscal 2004, an increase of $4.2 million primarily due to higher store labor expenses resulting
from contractual increases, higher supply and utility charges resulting from higher oil
prices and higher rent and real estate taxes and an increase of 0.1% as a percentage of
sales primarily due to higher supply and utility charges.

Depreciation and
Amortization. Depreciation and amortization in the first quarter of fiscal 2005 were
$22.2 million compared to $21.5 million in the first quarter of fiscal 2004. The increase
in depreciation and amortization in the first quarter of fiscal 2005 was primarily due to
an increase in related property and equipment.

Operating Earnings.
Operating earnings in the first quarter of fiscal 2005 were $11.9 million compared to
$13.3 million in the first quarter of fiscal 2004. The decrease in operating earnings in
the first quarter of fiscal 2005 was primarily due to higher SG&A.

12

Interest Expense.
Interest expense was $16.3 million in the first quarter of fiscal 2005 compared to $16.5
million in the first quarter of fiscal 2004. The decrease in interest expense in the first
quarter of fiscal 2005 was primarily due to lower interest rates.

Income Tax Benefit.The income tax benefit was $2.3 million in the first quarter of fiscal 2005 compared
to $1.4 million in the first quarter of fiscal 2004 and was based on an effective tax rate
of 52.3% in the first quarter of fiscal 2005 compared to 43.5% in the first quarter of
fiscal 2004. The higher effective tax rate in the first quarter of fiscal 2005 was
primarily due to the Work Opportunity Tax Credit (WOTC), which increased the
tax benefit. The effective tax rate in the first quarter of fiscal 2004 did not include
the WOTC due to its expiration on December 31, 2003. The WOTC was reinstated in September
2004, retroactive to January 1, 2004.

Summary of
Operations. The net loss was $2.1 million in the first quarter of fiscal 2005 compared
to $1.8 million in the first quarter of fiscal 2004. The increase in the net loss in the
first quarter of fiscal 2005 was primarily due to lower operating earnings and lower
income tax benefits, partially offset by lower interest expenses.

##### Liquidity and Capital Resources

Cash Flows. The following
table sets forth certain consolidated statements of cash flow data (in millions):

|                             | 13 Weeks Ended
|---------------------------- | --------------
|
|Cash provided by (used for): |               
|Operating activities         |               
|Investing activities         |               
|Financing activities         |               

The decrease in cash
provided by operating activities in fiscal 2005 compared to fiscal 2004 was primarily due
to lower cash provided by operating assets and liabilities. The decrease in cash used for
investing activities in fiscal 2005 compared to fiscal 2004 was due to lower capital
expenditures, partially offset by lower proceeds from the sale of real estate. The
decrease in cash provided by financing activities in fiscal 2005 compared to fiscal 2004
was primarily due to lower net borrowings under the Working Capital Facility (see Debt
Service and Liquiditybelow).

Debt Service and
Liquidity. On October 1, 2004, we entered into the Credit Agreement which amended and
restated the 2000 Credit Agreement. The proceeds from the Credit Agreement were used to
completely repay the outstanding balance under the 2000 Credit Agreement. As of April 30,
2005, borrowings under the Term Loan and the Working Capital Facility were $70.0 million
and $32.6 million, respectively, and outstanding letters of credit were $67.3 million
with borrowing availability under the Credit Agreement at $80.1 million.
As of June 2, 2005, borrowings under the Term Loan and the Working Capital Facility
were $70.0 million and $23.0 million, respectively, and outstanding letters of credit were
$81.2 million with borrowing availability under the Credit Agreement at $75.8 million.
Pursuant to the Credit Agreement, there are three financial covenants: minimum annual
consolidated EBITDA of $135 million, minimum inventory of $150 million and maximum annual
cash capital expenditures of $110 million. In addition, the Credit Agreement contains
certain covenants which, among other things, place limits on the incurrence of additional
indebtedness, issuance of cash-pay preferred stock, repurchase of Company stock,
incurrence of liens, sale-leaseback transactions, hedging activities, sale or discount of
receivables, investments, loans, advances, guarantees with affiliates, asset sales,
acquisitions, capital expenditures, mergers and consolidations, changing lines of
business, repayments of other indebtedness, amendments to organizational documents and
other matters customarily restricted in such agreements. Also, the Credit Agreement
prohibits the payment of cash dividends. The Credit Agreement contains customary events of
default, including without limitation, payment defaults, material breaches of
representations, warranties and covenants, certain events of bankruptcy and insolvency,
and a change of control.

13

We were in compliance with
all Credit Agreement covenants as of April 30, 2005. We believe that cash flows generated
from operations, supplemented by the unused borrowing capacity under the Credit Agreement
and the availability of capital lease financing will be sufficient to provide for our debt
service requirements, working capital needs and capital expenditure program. However, in
the event that cash flows from operations are lower in fiscal 2005 and beyond, we may need
to adjust our future cash capital expenditure program.

There are no credit agency
ratings-related triggers in either the Credit Agreement or in the Indenture relating to
the Senior Subordinated Notes that would adversely impact the cost of borrowings, annual
amortization of principal or related debt maturities.

Borrowings under the
Working Capital Facility and the Term Loan bear interest at floating rates equal to LIBOR
plus a premium that ranges between 1.5% to 2.25%, depending on the average remaining
availability under the Credit Agreement. Our interest rate on borrowings under the Credit
Agreement is currently at LIBOR plus 2.0%. Under the Term Loan, we are required to make a
balloon payment of $70 million on October 1, 2009. The Working Capital Facility also
expires on October 1, 2009. The weighted-average interest rate in effect on all borrowings
under the Term Loan was 4.8% during the first quarter of fiscal 2005.

All of the obligations
under the Credit Agreement are guaranteed by the Companys 100% owned subsidiaries,
except our nonguarantor subsidiaries, which are comprised of four 100% owned and
consolidated single-purpose entities. Each of these single-purpose entities owns the real
estate on which a supermarket leased to Pathmark is located. The obligations under the
Credit Agreement and those of the subsidiaries guaranteeing the Credit Agreement are
secured by substantially all of the Companys tangible and intangible assets
including, without limitation, intellectual property, real property, including leasehold
interests, and the capital stock in each of these subsidiaries.

We have outstanding $350
million aggregate principal amount of Senior Subordinated Notes, including $150 million
issued at a premium, which pay cash interest semi-annually on February 1 and August 1. The
Indenture contains a number of restrictive covenants, including a restriction on our
ability to declare cash dividends on our common stock. We were in compliance with all
Senior Subordinated Notes covenants as of April 30, 2005.

Capital
Expenditures. Capital expenditures in the first quarter of fiscal 2005, including
technology investments, were $6.7 million compared to $35.4 million in the first quarter
of fiscal 2004. During the first quarter of fiscal 2005, we renovated one store and closed
one store. During the remainder of fiscal 2005, we expect to open two new stores, close
one store and complete seven store renovations. One of the new stores is a replacement for
the store being closed. Capital expenditures for fiscal 2005, including property acquired
under capital leases and technology investments, are expected to be approximately $67
million.

##### Critical Accounting Policies

Our discussion of results
of operations and financial condition relies on our consolidated financial statements that
are prepared based on certain critical accounting policies that require management to make
judgments and estimates that are subject to varying degrees of uncertainty. We believe
that investors need to be aware of these policies and how they impact our financial
statements as a whole, as well as our related discussion and analysis presented herein.
While we believe that these accounting policies are based on sound measurement criteria,
actual future events can and often do result in outcomes that can be materially different
from these estimates or forecasts. The accounting policies and related risk described in
our Annual Report on Form 10-K for the year ended January 29, 2005 are those that depend
most heavily on these judgments and estimates. As of April 30, 2005, there have been no
material changes to any of the critical accounting policies contained therein.

14

##### New Accounting Pronouncement

In December 2004, the FASB
issued SFAS No. 123 (revised 2004), Share-Based Payment, which replaced SFAS
No. 123, Accounting for Stock-Based Compensation, and superseded APB Opinion
No. 25, Accounting for Stock Issued to Employees. This statement requires
compensation costs relating to share-based payment transactions, including grants of
employee stock options, be recognized in the financial statements based on their fair
values. The proforma disclosure previously permitted under SFAS No. 123 will no longer be
an acceptable alternative to recognition of expenses in the financial statements. The
effective date of this statement was deferred until the beginning of the annual reporting
period that begins after June 15, 2005, i.e., for the Companys first quarterly
reporting period ending April 29, 2006. As a result, the Company will adopt this statement
in fiscal 2006. The Company currently measures compensation costs related to share-based
payments under APB No. 25, as allowed by SFAS No. 123, and provides the required
disclosure in the notes to financial statements. This statement provides for two
transition alternatives: modified-prospective transition or modified-retrospective
transition. The Company is currently evaluating the transition alternatives and the impact
on the Companys financial statements.

##### Forward-Looking Information

This report contains both historical and
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. These statements appear in a number of places in
this report and include statements regarding our intent, belief and current expectations
with respect to, among other things, capital expenditures and technology initiatives, the
ability to borrow funds under our credit facility, the ability to successfully implement
our operating strategies, including trends affecting our business, financial condition and
results of operations. The words anticipate, believe,
expect, forecast, guidance, intend,
may, plan, project, will and other similar
expressions generally identify forward-looking statements. While these forward-looking
statements and the related assumptions are made in good faith and reflect our current
judgment regarding the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions or other
future performance suggested herein. These statements are based upon a number of
assumptions and estimates which are inherently subject to significant uncertainties and
contingencies, many of which are beyond our control and reflect future business decisions
which are subject to change. Some of these assumptions inevitably will not materialize,
and unanticipated events will occur which will affect our results.

Some important factors (but
not necessarily all factors) that could negatively affect our revenues, growth strategies,
future profitability and operating results, or that otherwise could cause actual results
to differ materially from those expressed in or implied by any forward-looking statement,
include the following:

- changes in business and economic conditions and other adverse conditions in our
markets;
- unanticipated environmental damages;
- increased competition;
- increased labor and labor related (e.g., health and welfare and pension) costs
and/or labor disruptions;
- reliance on third-party suppliers;
- our ability to successfully implement our operating, marketing, renovation and
expansion strategies; and
- natural disasters.

For a discussion of these
factors, see Item 1  Business  Factors Affecting Our Business and Prospects in
our Annual Report on Form 10-K for the year ended January 29, 2005.

15

#### Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Our financial results are
subject to risk from interest rate fluctuations on debt which carries variable interest
rates. Variable rate debt outstanding under our Term Loan was $70.0 million on April 30,
2005. The interest rate in effect on all borrowings under our Term Loan was 4.8% during
the first quarter of fiscal 2005. A 1% change in interest rates applied to the $70.0
million balance of floating-rate Term Loan debt would affect pre-tax annual results of
operations by approximately $0.7 million. Our Senior Subordinated Notes bear interest at a
fixed rate of 8.75%, and are, therefore, not subject to risk from interest rate
fluctuations. The principal objective of our investment management activities is to
maintain acceptable levels of interest rate and liquidity risk to facilitate our funding
needs. As part of our risk management, we may use derivative financial products such as
interest rate hedges and interest rate swaps in the future.

#### Item 4. Controls and Procedures.

The Companys management, with the participation of
the Companys Chief Executive Officer and Chief Financial Officer, has evaluated the
effectiveness of the Companys disclosure controls and procedures pursuant to Rule
13a-15(b) of the Exchange Act as of April 30, 2005. Based on that evaluation, the
Companys Chief Executive Officer and Chief Financial Officer have concluded that, as
of April 30, 2005, the Companys disclosure controls and procedures are effective in
timely alerting them to material information relating to the Company required to be
included in the Companys Exchange Act reports.

In the first quarter of fiscal 2005, the Company
remediated a material weakness in internal controls over financial reporting, which was
reported in the Companys Annual Report on Form 10-K for the year ended January 29, 2005, by
implementing a more extensive analysis and review over the accounting for book overdrafts.

There has been no other change during the Companys
fiscal quarter ended April 30, 2005 in the Companys internal controls over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act) that has materially affected, or is reasonably likely to materially affect, the
Companys internal controls over financing reporting.

### Part II. Other Information

#### Item 6. Exhibits.



|31.1 | Form of CEO Certification, filed herewith.
|---- | ------------------------------------------



|31.2 | Form of CFO Certification, filed herewith.
|---- | ------------------------------------------



|32.1 | Certification of Eileen R. Scott, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------



|32.2 | Certification of Frank G. Vitrano, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

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.

| |  | Pathmark Stores, Inc.
| |  | ---------------------
|
| |  | By:                  
|
| |  | By:                  

Date: June 8, 2005

17