UNITED STATES
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 Quarterly period ended July 29, 1995
Commission file number 1-5745-1
FOODARAMA SUPERMARKETS, INC.
(Exact name of registrant as specified in its charter)
New Jersey 21-0717108
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
922 Highway 33, Freehold, N.J. 07728
(Address of principal executive offices)
Telephone #908-462-4700
(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 12 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
and (2) has been subject to the filing requirements for at least
the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the close of the latest
practicable date.
OUTSTANDING AT
CLASS September 8,1995
Common Stock 1,118,150 shares
$1 par value<PAGE>
FOODARAMA SUPERMARKETS, INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Consolidated Balance Sheets
July 29, 1995 and October 29, 1994
Unaudited Consolidated Statements of
Operations for the thirteen weeks ended
July 29, 1995 and July 30, 1994
Unaudited Consolidated Statements of
Operations for the thirty-nine weeks ended
July 29, 1995 and July 30, 1994
Unaudited Consolidated Statements of Cash
Flows for the thirty-nine weeks ended
July 29, 1995 and July 30, 1994
Notes to Unaudited Consolidated Financial
Statements
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
<PAGE>
PART I FINANCIAL INFORMATION
FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands)
July 29, October 29,
1995 1994
(Unaudited) (1)
ASSETS
Current assets:
Cash and cash equivalents $ 4,570 $ 5,542
Merchandise inventories 26,406 29,800
Receivables and other current assets 4,415 6,276
Patronage dividend receivable 1,898 3,717
Total current assets 37,289 45,335
Property and equipment:
Land 1,650 1,762
Buildings and improvements 1,867 2,132
Leaseholds and leasehold improvements 30,249 33,146
Equipment 45,711 50,860
Property under capital leases 9,649 9,649
Equipment under capital leases 622 7,140
89,748 104,689
Less accumulated depreciation and
amortization including $4,580, 1995
and $9,780, 1994 related
to property and equipment
under capital leases 41,322 45,612
48,426 59,077
Other assets:
Investments in related party 8,315 9,215
Intangibles 6,182 7,508
Other 10,717 9,686
25,214 26,409
$110,929 $130,821
(continued)
(1) Derived from the Audited Consolidated Financial Statements for the year
ended October 29, 1994.
See accompanying notes to consolidated financial statements.
FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands except share data)
July 29, October 29,
1995 1994
(Unaudited) (1)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 7,963 $ 10,830
Current portion of long-term debt,
related party 86 349
Current portion of obligations under
capital leases 292 813
Accounts payable:
Related party 22,354 20,538
Others 4,352 11,005
Accrued expenses 10,189 8,464
Deferred income tax liability 2,010 2,010
Total current liabilities 47,246 54,009
Revolving note 5,630 -
Long-term debt 12,933 27,817
Long-term debt, related party - 767
Obligations under capital leases 8,064 8,855
Deferred income taxes 2,730 2,730
Other long-term liabilities 4,487 5,959
Total long-term liabilities 33,844 46,128
Mandatory redeemable preferred stock
$12.50 par; authorized
1,000,000 shares; issued 136,000
shares 1,700 1,700
Shareholders' equity:
Common stock, $1.00 par; authorized
2,500,000 shares; issued 1,621,627
shares 1,622 1,622
Capital in excess of par 2,351 2,351
Retained earnings 31,473 32,318
Minimum pension liability adjustment (685) (685)
34,761 35,606
Less 503,477 shares, held in
treasury, at cost 6,622 6,622
28,139 28,984
$ 110,929 $ 130,821
(1) Derived from the Audited Consolidated Financial Statements for the year
ended October 29, 1994.
See accompanying notes to consolidated financial statements.
FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations - Unaudited
(in thousands - except share data)
13 Weeks Ended
July 29, July 30,
1995 1994
Sales $ 145,891 $ 150,791
Cost of merchandise sold 108,500 112,385
Gross profit 37,391 38,406
Store operating, general and
administrative expenses 35,844 36,622
Income from operations 1,547 1,784
Interest - net 810 1,222
Income before taxes 737 562
Income tax provision 192 178
Net income $ 545 $ 384
Net income per common share $ .45 $ .31
Weighted average number of common
shares outstanding 1,118,150 1,118,150
Dividends per common share -0- -0-
See accompanying notes to consolidated financial statements.
FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations - Unaudited
(in thousands - except share data)
39 Weeks Ended
July 29, July 30,
1995 1994
Sales $ 443,905 $ 459,828
Cost of merchandise sold 331,353 346,587
Gross profit 112,552 113,241
Store operating, general and
administrative expenses 108,290 110,804
Income from operations 4,262 2,437
Interest - net 3,318 3,726
Income (loss) before taxes, extraordinary
item and cumulative effect of change in
accounting 944 (1,289)
Income tax provision (benefit) 246 ( 412)
Income (loss) before extraordinary item and
cumulative effect of change in accounting 698 ( 877)
Extraordinary item: Early extinguishment of
debt (net of taxes of $480) (1,368) 0
Cumulative effect of change in accounting
(net of taxes of $61) ( 175) 0
Net loss $ ( 845) $ ( 877)
(continued)<PAGE>
FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations - Unaudited
(in thousands - except share data)
39 Weeks Ended
(continued)
July 29, July 30,
1995 1994
Income (loss) per common share before
extraordinary item and cumulative effect
of change in accounting $ .53 $ ( .87)
Extraordinary item:
Early extinguishment of debt (1.22) 0
Cumulative effect of change in accounting ( .16) 0
Net loss per common share $ ( .85) $ ( .87)
Weighted average number of common
shares outstanding 1,118,150 1,118,150
Dividends per common share -0- -0-
See accompanying notes to consolidated financial statements.
FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows - Unaudited
(in thousands)
Oct.30,1994 Oct.31,1993
to July 29,1995 to July 30,1994
Cash flows from operating activities:
Net loss $ ( 845) $ ( 877)
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 6,489 6,898
Amortization, intangibles 1,392 1,280
Amortization, deferred financing costs 637 403
Amortization, escalation rents 430 471
Amortization, other assets 96 351
Gain on sale of property ( 468) -
Changes in assets and liabilities:
Decrease in inventories 3,394 6,535
Decrease in receivables and other
current assets 1,861 4,084
Increase in other assets ( 931) ( 2,012)
Decrease in patronage dividend receivable 1,819 2,714
Decrease in accounts payable ( 4,837) ( 5,964)
Increase (decrease)in other liabilities 683 ( 5,745)
Net cash provided by operating
activities 9,720 8,138
Cash flows from investing activities:
Purchase of property and equipment (993) (5,032)
Net proceeds from sale of property 4,764 -
Net cash provided by (used in)
investing activities 3,771 (5,032)
Cash flows from financing activities:
Principal payments under long-term debt (48,156) ( 1,536)
Principal payments under capital
lease obligations ( 1,312) (967)
Proceeds from issuance of debt 35,005 0
Net cash used in financing activities (14,463) ( 2,503)
NET (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS ( 972) 603
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 5,542 4,765
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 4,570 $ 5,368
See accompanying notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 1 Basis of Presentation
The unaudited Consolidated Financial Statements as of July 29, 1995, included
herein, have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to
Form 10-Q and rule 10-01. The balance sheet at October 29, 1994 has been
derived from the audited financial statements at that date. In the opinion
of the management of the Registrant, all adjustments (consisting only of
normal recurring accruals) which the Registrant considers necessary for a
fair presentation of the results of operations for the period have been made.
Certain financial information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. The reader is referred
to the consolidated financial statements and notes thereto included in the
Registrant's annual report on Form 10-K/A for the year ended October 29,
1994.
The Registrant has classified its debt to institutional lenders as of
October 29, 1994 according to the payment schedules in the original loan
agreements. While the Registrant was in default of these agreements at that
time, it concluded a refinancing on February 15, 1995 and repaid those
lenders.
These results are not necessarily indicative of the results for the entire
fiscal year.
Note 2 Adoption of Accounting Standards
Employee Benefit Plans
Effective October 30, 1994, the Registrant adopted Statement of Financial
Accounting Standards (SFAS) No. 112, "Employers' Accounting for
Postemployment Benefits." SFAS No. 112 requires the accrual for
postemployment benefits provided to former or inactive employees. The effect
of this change resulted in a pre tax charge of $236,000 and an after tax
charge of $175,000 or $.16 per share in the quarter ended January 29, 1995.
There was no material effect on earnings, in the quarter ended July 29, 1995,
from the adoption of SFAS No. 112. Prior to this change, the Registrant
charged these amounts to expense on a cash basis.
Part I - Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations
Financial Condition and Liquidity
On February 15, 1995, the Registrant entered into a Revolving Credit and Term
Loan Agreement ("the Agreement") with a group of banks providing for a total
commitment of $38,000,000, secured by substantially all of the Registrant's
assets. The proceeds from this financing were utilized to repay the
Registrant's Senior notes and bank debt which totaled $33,200,000. The
Agreement provides a working capital facility to fund future operations and
capital expenditures.
The Agreement consists of three Term Loans (A, B and C) and a Revolving Note.
Term Loan A totals $2,000,000, bears interest at 2% over prime, and is due
August 15, 1995. Term Loan B totals $8,500,000, bears interest at 2% over
prime and is due February 15, 1996. Term Loans A and B are expected to be
repaid from asset sales or equipment refinancing. Term Loan C totals
$12,500,000 and bears interest at 2% over prime until Term Loans A and B are
repaid, at which time interest is reduced to 1.25% over prime. Term Loan C
is payable in quarterly installments commencing March 31, 1996 through
December 31, 1998. The Revolving Note, with a total availability of
$15,000,000 bears interest at 1.5% over prime until Term Loans A and B are
repaid, at which time interest is reduced to 1.25% over prime. A commitment
fee of 1/2 of 1 percent is charged on the unused portion of the Revolving
Note.
Pursuant to the provisions of the terminated loan agreements, the Registrant
was required to pay a special premium totaling $1,100,000. Additionally, the
Registrant paid the new lenders a facility fee of $1,000,000 and an annual
administrative fee of $150,000. The Registrant wrote off, in the second
quarter of 1995, expenses of $1,848,000, including the special premium,
related to the early extinguishment of debt.
The Agreement contains certain affirmative and negative covenants which,
among other matters will, (i) restrict capital expenditures, (ii) require the
maintenance of certain levels of net worth and earnings before interest,
taxes, depreciation and amortization, and maintenance of (iii) fixed charge
coverage and total liabilities to net worth ratios.
The new Agreement combined with an asset redeployment plan strengthens the
Registrant's financial condition by reducing outstanding debt, lowering
interest cost and providing working capital through the Revolving Note.
<PAGE>
In order to repay Term Loans A and B on a timely basis, the Registrant has
developed an Asset Redeployment Program. This program consists of the sale
of the assets of two supermarkets located in Bethlehem and Whitehall,
Pennsylvania, the sale of a real estate partnership interest in a non-
supermarket property located in Shrewsbury, New Jersey, the sale/leaseback
or mortgaging of a supermarket building owned by the Registrant and located
in Aberdeen, New Jersey and the financing of equipment at three operating
locations in Neptune, Piscataway and Sayreville, New Jersey. Other than the
sale of the two supermarkets in Pennsylvania, it is not anticipated that the
Asset Redeployment Program will have any impact on the Registrant's sales,
gross margins or net income. As of July 29, 1995 Term Loan A had been fully
repaid and the outstanding balance on Term Loan B was $5,500,000. The
Registrant anticipates that the proceeds from additional sale or refinancing
of assets will be sufficient to satisfy Term Loan B. There can be no
assurance that such proceeds will be fully realized.
On May 23, 1995 the Registrant concluded the sale of its two operating
locations in Pennsylvania for $5,700,000 plus inventory of $2,300,000 and
obtained the return of its investment in Wakefern, a related party, with
respect to the two stores. All proceeds were in cash and were used to reduce
outstanding debt. Proceeds of $2,000,000 was used to repay Term Loan A,
$3,000,000 was applied against Term Loan B, $1,200,000 of equipment leases
were fully repaid, $900,000 repaid debt due to Wakefern and the balance of
the proceeds was applied against accounts payable and the Revolving Note.
The Registrant's compliance with the major financial covenants under the
Agreement was as follows for the thirty-nine weeks ended July 29, 1995:
Actual
Financial Loan (As defined in Loan
Covenant Agreement Agreement)
Capital Expenditures Less than $4,796,000 $ 993,000
Net Worth Greater than $27,500,000 $30,653,000
Fixed charge coverage
ratio Greater than .9 to 1.00 1.98 to 1.00
Total liabilities to
net worth ratio Less than 3.15 to 1.00 2.51 to 1.00
EBITDA Greater than $10,300,000 $12,832,000
Under the terminated loan facility, the Registrant was not in compliance with
interest coverage and cash flow coverage covenants since the quarter ended
July 31, 1993. Additionally, the Registrant was in default of the current
ratio and working capital covenants since the quarter ended October 30, 1993.
The Registrant was also in violation of the net worth provision for the
quarters ended July 31, 1993, April 30, 1994, July 30,1994 and October 29,
1994 and was in default of the capital expenditures covenant for the year
ended October 30, 1993.
These covenant violations were primarily the result of the losses incurred
in the quarter ended July 31, 1993 when the Registrant was impacted by a
strike of its employees in Local 1262.
Working Capital
At July 29, 1995, the Registrant had a working capital deficiency of
$9,957,000 compared to a deficiency of $8,674,000 at October 29, 1994 and a
deficiency of $29,704,000 at July 29, 1994 which was the result of reflecting
$28,379,000 of debt in default as a current liability.
The increase in working capital deficiency of $1,283,000 from October 29,
1994 to July 29, 1995 was primarily the result of the use of current assets
to pay down long-term debt. As part of the Asset Redeployment Program
previously discussed, a portion of the debt classified as current will be
repaid or replaced by long-term debt.
Working capital ratios were as follows:
July 29, 1995 0.79 to 1.0
October 29, 1994 0.84 to 1.0
July 29, 1994 0.56 to 1.0
Cash flows (in millions) were as follows for the thirty-nine weeks ended:
7/29/95 7/30/94
Operating activities... $ 9.7 $ 8.1
Investing activities... 3.8 (5.0)
Financing activities... (14.5) (2.5)
Totals $( 1.0) $ 0.6
The Registrant had $8,213,000 of available credit, at July 29, 1995, under
its revolving credit facility and believes that its capital resources are
adequate to meet its operating needs, scheduled capital expenditures and debt
service in fiscal 1995.
Other assets increased as a result of additional collateral required for
worker's compensation insurance and financing costs associated with debt
refinancing, which costs will be amortized quarterly over the term of the
loan. These increases were partially offset by the return of the investment
in related party from the sale of the Pennsylvania stores and the write off
of $806,000 of goodwill associated with the Pennsylvania stores.
Depreciation and amortization totaled $9,044,000 while capital expenditures
totaled $993,000, compared to $9,403,000 and $5,032,000 respectively in the
prior year.
Results of Operations (13 weeks ended July 29, 1995 compared to 13
weeks ended July 30, 1994)
Sales:
Sales for the twenty stores in operation for the current quarter, including
the two Pennsylvania stores which were only operated through May 22, 1995,
totaled $145.9 million as compared to $150.8 million of sales from twenty one
stores operated in the prior year period. Same store sales from the eighteen
stores operated in both years totaled $142.9 million for the current year
quarter compared to $135.7 million in the prior year, an increase of 5.26%.
The increase in same store sales was primarily the result of a corresponding
increase in the number of customer transactions. An increase in advertising
and promotion expense in the current period contributed to the increase in
customer transactions.
Gross Profit:
The current period produced gross profit of 25.63% versus 25.47% in the prior
year period. The exclusion of results of the two Pennsylvania stores would
not have had any material impact on gross profit percentages when comparing
current period to prior year period.
Operating Expenses:
Selling general and administrative expenses totaled 24.57% of sales during
this quarter compared to 24.29% in the prior year period. Current period
expenses were increased by $96,000 resulting from a loss on the sale of the
two Pennsylvania locations.
The increase in operating expenses, as a percentage of sales, was due to
increases in certain expense categories. Advertising rose by .14%, supply
costs increased by .30% and administration expense increased by .49%. These
increases were partially offset by a decrease in payroll and fringe benefits
of .29% and occupancy costs of .41%. All expense categories were impacted by
the operation of Pennsylvania stores for only a portion of the quarter as
well as the increase in same store sales.
Interest Expense - Net:
Current period costs were $810,000 (.56% of sales)compared to $1,222,000
(.81% of sales) in the prior year period. Total debt decreased by $14,348,000
since July 30, 1994 while interest rates have increased on floating rate
debt. Interest income increased by $104,000 period to period reflecting
interest earned on landlord deposits.
Income Taxes:
Taxes have been computed at 26% of the current period pre tax income based
on the full fiscal 1994 effective rate, versus a rate of 32% used to
calculate the provision in the prior year period.
Net Income:
Net income of $545,000 was realized for the current quarter versus net
income of $384,000 in the prior year period. The current quarter includes an
after tax loss of $71,000 on the sale of the Pennsylvania stores. Earnings
before interest, taxes, depreciation and amortization ("EBITDA") for the
current period were $5,326,000 as compared to $5,162,000 in the prior year
period.
Excluding the loss on the sale of and operating losses from the Pennsylvania
stores, income would have been $782,000 or $.67 per share for the thirteen
weeks ended July 29, 1995 and $452,000 or $.37 per share in the prior year
period.
Net income per common share, of $.45 in the current period and $.31 in the
prior year period, is based on 1,118,150 shares outstanding, after a
provision of $34,000 for preferred stock dividends in both periods.
(39 weeks ended July 29, 1995 compared to 39 weeks ended July 30, 1994)
Sales:
For the thirty-nine weeks ended July 29, 1995 sales totaled $443,905,000
compared to $459,828,000 in the prior year period. Twenty stores were
operating in the current period versus twenty one previously. Same store
sales increased .86% for the eighteen stores operated in both years.
Gross Profit:
The thirty-nine weeks ended July 29, 1995 generated gross profit of 25.35%
compared to 24.63% in the comparable prior year period. An inventory
reduction program in the prior year affected those results. Excluding the
results of the Pennsyvania stores would not have had any material impact on
the gross profit percentages for both the current and prior year thirty-nine
week periods.
Operating Expenses:
Selling general and administrative expenses totaled 24.39% of sales after a
net gain on the sale of property of .11% for the current thirty-nine weeks
compared to 24.10% in the prior year period. The increase was caused
primarily by an increase in administration costs of .21% and supply costs
of .19%.
Interest Expense - Net:
For the thirty-nine weeks ended July 29, 1995 and July 30, 1994 interest
expense totaled $3,318,000 and $3,726,000, respectively, representing .75%
and .81% of sales. The decrease in interest expense was caused by the
reduction in debt discussed previously and an increase in interest income of
$83,000, offset by increased interest rates on floating rate debt.
Income Taxes:
Taxes were computed at a 26% rate currently and 32% in the prior year. These
rates were based on the effective tax rates for fiscal 1994 and 1993,
respectively.
Net Income (Loss):
Income, before an extraordinary item and cumulative effect of change in
accounting, of $698,000 or $.53 per share was realized for the current
thirty-nine weeks. These amounts include a net after tax gain of $351,000 or
$.31 per share which includes a gain on the sale of a closed supermarket
building, offset by a loss on the sale of the two Pennsylvania stores. In the
prior year period the Registrant incurred a loss of $877,000.
After a post tax extraordinary charge of $1,368,000 or $1.22 per share
incurred in connection with the early extinguishment of debt, and a post tax
charge of $175,000 or $.16 per share for a change in accounting for
postemployment benefits, the Registrant reported a net loss of $845,000 or
$.85 per share versus a net loss of $877,000 or $.87 per share in the prior
year period. There were 1,118,150 shares outstanding in both periods.
Preferred stock dividends of $102,000 were used to compute per share earnings
in both periods. EBITDA for the thirty-nine weeks ended July 29, 1995 was
$12,832,000 compared to $11,840,000 in the prior year period.
Excluding the net loss from the sale of, and operating losses from, the two
Pennsylvania stores sold on May 23, 1995, income before the extraordinary
item and the change in accounting would have been $1,857,000 or $1.57 a share
for the thirty-nine week period ended July 29, 1995 compared with a loss of
$284,000 or $.35 a share in the comparable prior year period.
<PAGE>
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit (27) - Financial Data Schedule
(b) Reports on Form 8-K
1. July 10, 1995 - Revolving Credit
and Term Loan Agreement - dated as
of February 15, 1995 - filed as exhibits
2. July 27, 1995 - Asset Purchase Agreement
dated April 20, 1995 and Amendment No.
1 to the Agreement dated May 24, 1995 -
Sale of two Pennsylvania stores
<PAGE>
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.
FOODARAMA SUPERMARKETS, INC.
(Registrant)
Date: September 12, 1995 /S/ MICHAEL SHAPIRO
(Signature)
Michael Shapiro
Senior Vice President
Chief Financial Officer
Date: September 12, 1995 /S/ JOSEPH C. TROILO
(Signature)
Joseph C. Troilo
Senior Vice President
Principal Accounting Officer
<TABLE> <S> <C>
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<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> OCT-28-1995
<PERIOD-END> JUL-29-1995
<CASH> 4,570
<SECURITIES> 0
<RECEIVABLES> 6,313
<ALLOWANCES> (1,086)
<INVENTORY> 26,406
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<DEPRECIATION> (41,322)
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<COMMON> 1,622
1,700
0
<OTHER-SE> 26,517
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<TOTAL-REVENUES> 145,891
<CGS> 108,500
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