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 27, 1996
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 13 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 6, 1996
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 27, 1996 and October 28, 1995
Unaudited Consolidated Statements of
Operations for the thirteen weeks ended
July 27, 1996 and July 29, 1995
Unaudited Consolidated Statements of
Operations for the thirty nine weeks ended
July 27, 1996 and July 29, 1995
Unaudited Consolidated Statements of
Cash Flows for the thirty nine weeks ended
July 27, 1996 and July 29, 1995
Notes to the 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
Certain information included in this report and other Registrant filings
(collectively, "SEC filings") under the Securities Act of 1993, as amended,
and the Securities Exchange Act of 1934, as amended (as well as information
communicated orally or in writing between the dates of such SEC filings)
contain or may contain forward-looking information that is (i) based upon
assumptions which, if changed, could produce significantly different results;
or (ii) subject to certain risks, trends and uncertainties that could cause
actual results to differ materially from expected results. Among these
risks, trends and uncertainties are matters related to national and local
economic conditions, the effect of certain govermental regulations and
programs on the Registrant and competitive conditions in the marketplace in
which the Registrant operates. See "Management's Discussion and Analysis of
Financial Condition and Results of Operation."
PART I FINANCIAL INFORMATION
FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands)
July 27, October 28,
1996 1995
(Unaudited) (1)
ASSETS
Current assets:
Cash and cash equivalents $ 3,768 $ 3,435
Merchandise inventories 30,248 27,669
Receivables and other current assets 3,299 2,916
Related party receivables - Wakefern 4,170 4,804
Related party receivables - other 425 508
Prepaid income taxes 360 -
Total current assets 42,270 39,332
Property and equipment:
Land 1,650 1,650
Buildings and improvements 1,867 1,867
Leaseholds and leasehold improvements 31,850 30,188
Equipment 51,466 45,679
Property and equipment under capital leases 18,805 14,064
105,638 93,448
Less accumulated depreciation and
amortization 48,890 45,296
56,748 48,152
Other assets:
Investments in related parties 9,215 8,315
Intangibles 5,570 6,038
Other 3,689 7,198
Related party receivables - Wakefern 1,306 871
Related party receivables - other 1,002 1,078
20,782 23,500
$ 119,800 $110,984
(continued)
(1) Derived from the Audited Consolidated Financial Statements for the year
ended October 28, 1995.
See accompanying notes to consolidated financial statements.
FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands - except share data)
July 27, October 28,
1996 1995
(Unaudited) (1)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 3,747 $ 7,715
Current portion of long-term debt,
related party 50 86
Current portion of obligations under
capital leases (87) 303
Current income tax liability - 77
Deferred income tax liability 1,295 1,295
Accounts payable:
Related party 23,990 20,239
Others 8,206 5,753
Accrued expenses 7,130 8,315
Total current liabilities 44,331 43,783
Long-term debt 22,299 20,349
Long-term debt, related party 770 -
Obligations under capital leases 12,889 7,985
Deferred income taxes 2,716 2,716
Other long-term liabilities 5,724 5,779
Total long-term liabilities 44,398 36,829
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 32,826 32,127
Minimum pension liability adjustment (806) (806)
35,993 35,294
Less 503,477 shares, held in
treasury, at cost 6,622 6,622
Total shareholders' equity 29,371 28,672
$ 119,800 $ 110,984
(1) Derived from the Audited Consolidated Financial Statements for the year
ended October 28, 1995.
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 27, July 29,
1996 1995
Sales $ 147,793 $ 147,145
Cost of merchandise sold 110,037 109,985
Gross profit 37,756 37,160
Store operating, general and
administrative expenses 36,465 35,511
Income from operations 1,291 1,649
Other (expense) income:
Loss on the sale of stores - ( 102)
Interest expense (811) ( 982)
Interest income 26 172
Income before taxes 506 737
Income tax provision 186 192
Net income $ 320 $ 545
Per Share Information:
Net income per common share $ .25 $ .45
Weighted average 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 27, July 29,
1996 1995
Sales $ 434,911 $ 447,391
Cost of merchandise sold 325,090 335,701
Gross profit 109,821 111,690
Store operating, general and
administrative expenses 105,618 107,896
Income from operations 4,203 3,794
Other (expense) income:
Gain on the sale of stores - 468
Interest expense (2,414) (3,516)
Interest income 98 198
Income before taxes, extraordinary item and
cumulative effect of change in accounting 1,887 944
Income tax provision 697 246
Income before extraordinary item and cumulative
effect of change in accounting 1,190 698
Extraordinary item: Early extinguishment of
debt (net of taxes of $480) - (1,368)
Cumulative effect of change in accounting
(net of taxes of $61) - ( 175)
Net income (loss) $ 1,190 $ ( 845)
(continued)
FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations - Unaudited
(in thousands - except share data)
(continued)
39 Weeks Ended
July 27, July 29,
1996 1995
Per Share Information:
Income before extraordinary
item and cumulative effect of change
in accounting $ .97 $ .53
Extraordinary item - (1.22)
Cumulative effect of change in accounting - ( .16)
Net income (loss) per common share $ .97 $ ( .85)
Weighted average common
shares outstanding 1,118,150 1,118,150
Dividends per common share -0- -0-
See accompanying notes to consolidated financial statements.
<PAGE>
FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows - Unaudited
(in thousands) 39 Weeks Ended
July 27,1996 July 29,1995
Cash flows from operating activities:
Net income (loss) $ 1,190 $ ( 845)
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 5,953 6,489
Amortization, intangibles 468 1,392
Amortization, deferred financing costs 707 637
Amortization, escalation rents 242 430
Amortization, other assets - 96
Gain on sale of property - (468)
Changes in assets and liabilities:
(Increase) decrease in inventories (2,579) 3,394
(Increase) decrease in receivables and
other current assets ( 743) 707
Decrease (increase) in other assets 643 (2,115)
Decrease in related party receivables-Wakefern 634 3,971
Decrease in related party receivables-other 83 186
Increase (decrease) in accounts payable 6,204 (4,837)
(Decrease) increase in other liabilities (1,559) 683
Net cash provided by operating
activities 11,243 9,720
Cash flows from investing activities:
Purchase of property and equipment (9,808) ( 993)
Net proceeds from sale of property 0 4,764
Net cash (used in) provided by
investing activities (9,808) 3,771
Cash flows from financing activities:
Principal payments under long-term debt (6,730) (48,156)
Principal payments under capital
lease obligations ( 227) ( 1,312)
Proceeds from issuance of debt 6,346 35,005
Preferred dividends paid ( 491) 0
Net cash used in financing
activities (1,102) (14,463)
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 333 ( 972)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3,435 5,542
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 3,768 $ 4,570
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 27, 1996, 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 28, 1995 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 for the year ended October 28, 1995.
Certain reclassifications have been made to prior year financial statements
in order to conform to the current year presentation.
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 common share in the quarter ended January 29,
1995. There was no material effect on earnings, in the quarter ended July
27, 1996, 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
As of July 26, 1996, the Registrant and its lenders amended the Revolving
Credit and Term Loan Agreement ( as amended, the "Agreement") dated February
15, 1995. The Agreement, which is secured by substantially all of the
Registrant's assets, is with a consortium of banks and provides for a total
commitment of $30,000,000. 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 Registrant was in compliance with such covenants through
July 27, 1996.
The amended Agreement (a) increases the total amount available to the
Registrant under the working capital facility ("Revolving Note") portion of
the Agreement to $17,500,000 from $15,000,000, subject to the borrowing base
limitation of 60% of eligible inventory; (b) increases the Term Loan C
portion of the borrowings by $1,825,000 to its original principal amount of
$12,500,000; (c) revises the repayment schedule for Term Loan C to provide
that the first quarterly payment becomes due on December 31, 1996,
subsequent quarterly payments are reduced in amount and a balloon payment of
$4,500,000 becomes due on February 15, 1999; (d) amends certain definitions;
(e) changes certain borrowing limitations, including a provision which
permits secured borrowing of up to $6,536,000 from third party lenders in
fiscal 1996; (f) permits capital expenditures in fiscal 1996 and 1997 in a
manner consistent with the projected timing of such expenditures; and (g)
waives technical non-compliance by the Registrant with certain covenants of
the Agreement. Other terms and conditions of the Agreement previously
reported upon by the Registrant have not been modified.
The Registrant has pursued an asset redeployment program since entering into
the Agreement, utilizing the proceeds from the disposition of certain assets
to repay indebtedness under the Agreement. The remaining components of the
asset redeployment program consist of the sale of real estate partnership
interests in a non-supermarket property located in Shrewsbury, New Jersey and
a shopping center in West Long Branch, New Jersey in which the Registrant
operates a supermarket and the sale/leaseback or mortgaging of buildings
owned by the Registrant and located in Linden and Aberdeen, New Jersey.
The amendment to the Agreement combined with the asset redeployment plan
described above strengthen the Registrant's financial condition by increasing
liquidity and providing increased working capital through the Revolving Note.
The Registrant's compliance with the major financial covenants under the
Agreement was as follows as of July 27, 1996.
Actual
Financial (As defined in the
Covenant Agreement Agreement)
Capital Expenditures Less than $8,332,000 $ 6,957,000
Net Worth Greater than $27,500,000 $32,163,000
Fixed Charge Coverage
Ratio Greater than .8 to 1.00 1.07 to 1.00
Total Liabilities to
Net Worth Ratio Less than 2.70 to 1.00 2.49 to 1.00
EBITDA Greater than $14,800,000 $15,472,000
As of March 29, 1996 the Registrant and Wakefern Food Corporation, the owner
of the Registrant's Class A 8% Cumulative Convertible Preferred Stock
(the "Preferred Stock"), amended certain provisions of the Preferred Stock
to (a) extend the date after which Wakefern shall be entitled to convert the
Preferred Stock to Common Stock from March 31, 1996 to March 31, 1997; and
(b) defer the 2% increase in the dividend rate effective March 1996 to March
1997. On May 14, 1996 the Registrant paid dividends in arrears on the
Preferred Stock of $456,980 as well as a quarterly dividend of $34,000 for
the quarter ended April 30, 1996 and on July 31, 1996 paid the current
quarterly dividend of $34,000. The Agreement provides that quarterly
dividends on the Preferred Stock may be paid through January 31, 1997 and
that the Preferred Stock may be redeemed only if the Registrant has met or
exceeded its financial performance and debt reduction targets for the year
ended November 2, 1996.
No cash dividends have been paid on the Common Stock since 1979, and the
Registrant has no present intentions or ability to pay any dividends in the
near future on its Common Stock. The Agreement does not permit the payment
of any cash dividends on the Registrant's Common Stock.
Working Capital
At July 27, 1996, the Registrant had a working capital deficiency of $2,061,000
compared to a deficiency of $4,451,000 at October 28, 1995 and a deficiency of
$9,957,000 at July 29, 1995.
The Registrant normally requires small amounts of working capital since
inventory is generally sold prior to the time that payments to Wakefern and
other suppliers are due.
Working capital ratios were as follows:
July 27, 1996 0.95 to 1.0
October 28, 1995 0.90 to 1.0
July 29, 1995 0.79 to 1.0
Cash flows (in millions) were as follows:
39 Weeks Ended
7/27/96 7/29/95
Operating activities... $11.2 $ 9.7
Investing activities... (9.8) 3.8
Financing activities... (1.1) (14.5)
Totals $ 0.3 $(1.0)
The Registrant had $3,218,000 of available credit, at July 27, 1996, under its
revolving credit facility and believes that its capital resources are
adequate to meet its operating needs, scheduled capital expenditures and its
debt service in fiscal 1996.
The increase in inventory, leasehold improvements, equipment, property under
capital leases, investments in related parties and accounts payable relate
primarily to the opening of two new locations in Marlboro and Montgomery,
New Jersey in June and July, 1996 respectively.
The decrease in other assets was due to the return to the Registrant of
$1,230,000 of collateral and the exchange of an additional $2,000,000 of
collateral for a letter of credit with the worker's compensation insurance
carrier. The decrease in related party receivables-Wakefern was due to the
receipt in December 1995 of $3,040,000 for the balance of the patronage
dividend due for Wakefern's year ended September 30, 1995 offset by a
receivable of $2,093,000 for the patronage dividend for Wakefern's current
year.
For the 39 weeks ended July 27, 1996 depreciation was $5,953,000 while capital
expenditures totaled $9,808,000, compared to $6,489,000 and $993,000
respectively in the prior year period.
Results of Operations (13 weeks ended July 27, 1996 compared to 13
weeks ended July 29, 1995)
Sales:
Same store sales from the eighteen stores in operation in both periods
decreased .6% in the current year period versus the prior year period.
Increased competitive activity in the Registrant's marketing area, as well as
an overlap of the trading area of the new Marlboro location with two existing
stores, contributed to this decrease.
Sales for the current quarter totaled $147.8 million as compared to $147.1
million of sales in the prior year period. Sales for the current quarter
included the operations of the new locations in Marlboro and Montgomery,
New Jersey opened June 19, 1996 and July 13, 1996, respectively while the
prior year period includes the sales of the two Pennsylvania stores sold in
May 1995.
Gross Profit:
Gross profit on sales increased to 25.5% of sales in the current period
compared to 25.3% in the prior year period. Patronage dividends, applied as a
reduction of the cost of merchandise sold, were $1.2 million in the current
period versus $1.1 million in the prior year period. The increase in gross
profit was due to the reduced assessment charged by Wakefern on purchases for
new store locations. The exclusion of results of the two Pennsylvania stores,
from the prior year results, would not have had any material impact on gross
profit percentages when comparing the current period to the prior year period.
Operating Expenses:
Store operating, general and administrative expenses as a percent of sales were
24.7% versus 24.1% in the prior year period. The increase in selling, general
and administrative expenses was due to grand opening expenses for the two new
locations, as well as increased promotional activity in the Registrant's
marketing area and a decline in income generated from the sale of cardboard
due to a drop in the cardboard market. As a percentage of sales, labor and
related fringe benefit costs increased .28%, selling expense increased .22%
and miscellaneous income declined .21%. These increases were partially offset
by decreased supply costs of .15%.
Interest Expense:
Interest expense decreased to $811,000 from $982,000 while interest income was
$26,000 compared to $172,000 for the prior period. The decline in interest
expense for the current year period was due to a decrease in the interest
rate paid on debt.
Income Taxes:
An income tax rate of 37% has been used in the current period based on the
expected effective tax rate for fiscal 1996, while a rate of 26% was used in
the prior year period.
Net Income:
Net income was $320,000 in the current year period as compared to $545,000 in
the prior year period. Net income before taxes, as well as earnings before
interest, taxes, depreciation and amortization ("EBITDA") for the thirteen
weeks ended July 29, 1995 included a loss on the sale of property of $102,000
($71,000 after taxes). EBITDA for the current period were $3,744,000 as
compared to $5,230,000 in the prior year period. Net income per common share
was $.25 in the current period compared to $.45 in the prior year period.
Both period calculations are based on 1,118,150 shares outstanding and a
provision of $34,000 for preferred stock dividends.
Results of Operations (39 weeks ended July 27, 1996 compared to 39
weeks ended July 29, 1995)
Sales:
Same store sales from the eighteen stores in operation in both periods increased
3.0% in the current year period versus the prior year period. An increase in
promotional activities in the current period, as well as improved inventory
stocking levels, contributed to this increase.
Sales for the stores in operation for the current year thirty nine week
period totaled $434.9 million as compared to $447.4 million of sales from the
stores operated in the prior year period. Sales for the thirty nine weeks
ended July 27, 1996 include the operations of two new locations in Marlboro
and Montgomery, New Jersey opened June 19, 1996 and July 13, 1996,
respectively. The prior year period includes sales of the two Pennsylvania
stores sold in May 1995.
Gross profit:
Gross profit on sales increased slightly to 25.3% of sales compared to 25.0% in
the prior year period. Patronage dividends, applied as a reduction of the
cost of merchandise sold, were $3.4 million in both periods. The two new
locations did not have a material impact on the current period gross profit
percentage. The exclusion of results of the two Pennsylvania stores, from the
prior year results, would not have had any material impact on gross profit
percentages when comparing the current period to the prior year period.
Operating Expenses:
Store operating, general and administrative expenses as a percent of sales
were 24.3% compared to 24.1% in the prior year period. This increase was the
result of grand opening expenses for the two new locations, as well as
increased promotional activity in the Registrant's marketing area and a
decrease in income generated from the sale of cardboard due to a drop in the
cardboard market. As a percentage of sales, labor and related fringe benefit
costs increased .05%, selling expense increased .04% and miscellaneous income
declined .13%. These increases were partially offset by decreases in other
store expenses of .06%.
Interest Expense:
Interest expense decreased to $2,414,000 from $3,516,000 while interest income
was $98,000 compared to $198,000 for the prior period. The decline in
interest expense for the current year period was due to a decrease in the
average outstanding debt since July 29, 1995, as well as a decrease in the
interest rate paid on debt.
Income Taxes:
An income tax rate of 37% has been used in the current period based on the
expected effective tax rate for fiscal 1996, while a rate of 26% was used in
the prior year period.
Net Income:
Net income was $1,190,000 in the current year period. This compares to
$698,000 in the prior year period before an extraordinary item and the
cumulative effect of a change in accounting and a loss of $845,000 in the
prior year period after the extraordinary charge and the cumulative effect of
a change in accounting. Net income in the prior year period includes an after
tax gain of $351,000 on the sale of property. Earnings before interest,
taxes, depreciation and amortization ("EBITDA") for the current period were
$11,573,000 as compared to $12,838,000 in the prior year period before the
gain on the sale of property. Net income per common share was $.97 in the
current period compared to $.53 in the prior year period before the
extraordinary charge and the cumulative effect of a change in accounting.
Both period calculations are based on 1,118,150 shares outstanding and a
provision of $102,000 for preferred stock dividends.
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit (27) - Financial Data Schedule.
Exhibit (99) - Waiver and Amendment of Revolving
Credit and Term Loan Agreement - dated as
of July 26, 1996.
(b) No reports on Form 8-K were required to be
filed for the 13 weeks ended July 27, 1996.
<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 10, 1996 /S/ Michael Shapiro
(Signature)
Michael Shapiro
Senior Vice President
Chief Financial Officer
Date: September 10, 1996 /S/ Joseph C. Troilo
(Signature)
Joseph C. Troilo
Senior Vice President
Principal Accounting Officer
<PAGE>
EXHIBIT 99
WAIVER AND AMENDMENT OF REVOLVING CREDIT AND TERM LOAN AGREEMENT
WAIVER AND AMENDMENT OF REVOLVING CREDIT AND TERM LOAN AGREEMENT,
dated as of July 26, 1996 among NEW LINDEN PRICE RITE, INC. ("New Linden"),
SHOP RITE OF READING, INC.("Reading" and together with New Linden, each a
"Borrower" and collectively, the "Borrowers"), FOODARAMA SUPERMARKETS, INC.
(the "Parent"), the Guarantors signatory hereto, the lenders party to the
Credit Agreement (as hereinafter defined)(collectively with their respective
permitted successors and assigns, the "Lenders"), and FLEET BANK, N.A.
(formerly known as NatWest Bank N.A.), as agent for the Lenders (in such
capacity together with any successor thereto in such capacity, the "Agent").
RECITALS
WHEREAS, the Borrowers, the Guarantors, the Lenders and the Agent
have entered into a Revolving Credit and Term Loan Agreement dated as of
February 15, 1995, as amended by Amendment dated as of January 26, 1996 and
by Letter Agreement dated as of May 10, 1996 (as the same may be further
amended, restated, modified and supplemented, the "Credit Agreement"),
pursuant to which the Borrowers (i) may borrow up to an amount of $15,000,000
on a revolving loan basis and (ii) have borrowed in an aggregate original
principal amount of $23,000,000 on a term loan basis; and
WHEREAS, the Borrowers, the Parent and the Guarantors have each
requested, and the Agent and the Lenders have agreed, subject to the terms
and conditions of this Waiver and Amendment, (a) to waive certain Events of
Default in existence under the Credit Agreement arising
out of the noncompliances (collectively, the "Noncompliances") with certain
of the covenants contained in the Loan Agreement, such noncompliances being
more particularly described on Schedule A to this Waiver and Amendment; and
(b) to amend the Credit Agreement as hereinafter set forth to, among other
things,(i) increase the Total Revolving Credit Commitment from $15,000,000 to
$17,500,000; and (ii) reflect the advance of an additional term loan in the
principal amount of $1,825,000, thereby increasing the outstanding principal
amount of Term Loan C to $12,500,000 as of the date hereof.
Terms used but not defined herein shall have the meaning assigned
thereto in the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein, IT IS AGREED as follows:
1. Waiver of Events of Default. The Lenders hereby waive the
Events of Default (the "Waived Events of Default") in existence on the date
hereof resulting from the Noncompliances, provided, however, that the
foregoing waiver shall not apply to any Events of Default other than the
Waived Events of Default.
2. Amendment of Credit Agreement. The Credit Agreement shall be
and is hereby amended, as of the Effective Date (as hereinafter defined), as
follows:
a. The preamble to the Credit Agreement shall be amended by
deleting the reference to "$15,000,000" in the fifth line thereof,
substituting therefor "$17,500,000".
b. The definition of "Fixed Charge Coverage Ratio" in Article I of
the Credit Agreement shall be amended to add "(other than amounts permitted
to be paid by the Parent under clause (iv) of Section 7.04)" at the end of
clause (C) thereof before the comma.
c. The definition of "Net Worth" in Article I of the Credit
Agreement shall be amended to (i) delete the parenthetical at the end of
clause (i) thereof, substituting therefor "(which shall in any event
exclude (A) amounts permitted to be paid by the Parent under clause (iv) of
Section 7.04 and, without duplication, (B) treasury stock)" and (ii) add at
the end of clause (ii) thereof, before the word ", less", the following: "and
non-cash, non-extraordinary losses occasioned by compliance with Statement of
Financial Accounting Standards No. 121, "Impairment of Assets"."
d. The definition of "Required Lenders" in Article I of the Credit
Agreement shall be amended by deleting such definition in its entirety and by
substituting therefor the following:
" Required Lenders' shall mean (a) in the event that there are more
than two (2) Lenders, at least two (2) or more Lenders (each having a minimum
$5,000,000 Commitment) having an aggregate of 51% of the aggregate
Commitments of all Lenders and (b) in the event that there are fewer than
three (3) Lenders, Lenders having 67% of the aggregate Commitments of all
Lenders. For the purposes of this definition of "Required Lenders", the
terms "Lender", "Lenders" and "all Lenders" shall exclude all Defaulting
Lenders.
e. The definition of "Responsible Officer" in Article I of the
Credit Agreement shall be amended to add ", executive vice president" in the
second line thereof after the words "senior vice president".
f. Section 2.01(b)(iii) of the Credit Agreement shall be amended by
adding the following parenthetical to the end thereof: "(including the
$1,825,000 term loan advance made to the Borrowers on or about July
__, 1996)".
g. Section 2.04(b) of the Credit Agreement shall be amended by
deleting therefrom the Term Note C amortization schedule, substituting
therefor the following repayment schedule:
Period Principal Installment
December 31, 1996 $750,000
March 31, 1997 $750,000
June 30, 1997 $750,000
September 30, 1997 $750,000
December 31, 1997 $1,000,000
March 31, 1998 $1,000,000
June 30, 1998 $1,000,000
September 30, 1998 $1,000,000
December 31, 1998 $1,000,000
February 15, 1999 $4,500,000
h. Section 2.09(d)(ii) of the Credit Agreement shall be amended by
adding the words "payments made to Parent or any of its subsidiaries with
respect to any accounts receivable or notes receivable in existence on or
before February 15, 1995 not created in the ordinary course of business,"
immediately after the words "arising out of the sale of Inventory in the
ordinary course of business,".
i. Section 2A.01 of the Credit Agreement shall be amended by
deleting the amount "$2,500,000" set forth therein and by substituting
therefor the amount "$4,500,000".
j. Section 7.01(e) of the Credit Agreement shall be amended by
deleting such Section 7.01(e) and by substituting therefor the following:
"(e) Liens upon any equipment acquired through the purchase or lease
by the Parent or any of its subsidiaries which Liens are created or incurred
by the Parent or any of its subsidiaries (x) as a condition to the financing
of such acquisition to secure or provide for the payment of any part of the
purchase price of, or lease payments on, such equipment or (y) as a condition
to the financing of a Capital Expenditure made in cash by the Parent or any
of its subsidiaries in order to acquire such equipment, to the extent that
such financing is consummated and Lien is granted within forty-five (45) days
of the acquisition of such equipment (or, (i) with respect to the aggregate
$536,000 in Capital Expenditures made for equipment acquired in October and
November of 1995 (the "Point of Sale Capital Expenditures") with respect to
the purchase of "point of sale" equipment for use in the Borrower's Edison,
NJ store (#573) and Oak Tree Road Store (#513), to the extent such financing
(the "Point of Sale Financing") is consummated and Lien is granted by
September 15, 1996 and (ii) with respect to the aggregate $6,000,000 in
Capital Expenditures made for equipment acquired in June and July of 1996
(the "Montgomery/Marlboro Capital Expenditures") with respect to the
acquisition of certain equipment for use in the Borrower's Montgomery, NJ and
Marlboro, NJ stores, to the extent such financing (the "Montgomery/Marlboro
Equipment Financing") is consummated and Lien granted by November 2, 1996),
in each of (x) and (y) above to secure or provide for the payment of any
part of the purchase price of, or lease payments on, such equipment or to
secure the repayment of such refinancing as described in clause (y) above
(but no other amounts and not in excess of the purchase price or lease
payments); provided, however, that any such Lien shall not apply to any other
property of the Parent or any of its subsidiaries; and provided, further,
that after giving effect to such purchase, lease or refinancing, compliance
is maintained with Section 7.07 hereof;".
k. Section 7.03 of the Credit Agreement shall be amended by (i)
deleting clause 7.03(i)(b) thereof, substituting therefor "(b) $6,536,000 for
fiscal year 1996;" and (ii) deleting clause 7.03(i)(c) thereof, substituting
therefor "(c) $3,000,000 in Fiscal Year 1997; and".
l. Section 7.07 of the Credit Agreement shall be amended by (i)
deleting the sum "$5,900,000" in the table contained therein with respect to
the Four Fiscal Quarters ending October, 1996 and by substituting therefor
the sum "$6,500,000", (ii) deleting the sum "$8,900,000" in the table
contained therein with respect to the Four Fiscal Quarters ending October,
1997 and by substituting therefor the sum "$6,500,000", and (iii) adding the
following three full paragraphs therein:
"In the event that the "Maximum Amount" of Capital Expenditures and other
expenditures and payments (collectively, the "Covered Expenditures") covered by
this Section 7.07 exceeds, for any Four consecutive Fiscal Quarter Periods,
the actual Covered Expenditures for such Four consecutive Fiscal Quarter
Periods (the amount of such excess, the "Covered Expenditures Shortfall"),
then the amount of such Covered Expenditures Shortfall (to a maximum amount
of $500,000) may be carried over and used during the immediately succeeding
Four consecutive Fiscal Quarter Period; provided, however, that the carried
over amount of Covered Expenditures Shortfall shall be applied against the
last Covered Expenditures with respect to such immediately succeeding Four
consecutive Fiscal Quarter Period and shall not be permitted to be carried
over to any other Four consecutive Fiscal Quarter Period.
The Borrowers have advised the Agent and the Lenders that the Borrowers
intend to enter into a mortgage financing transaction (the "Proposed Mortgage
Financing"), pursuant to which the Borrowers intend to grant a fee mortgage
with respect to certain real property presently comprising the "Linden
Commissary" of the Borrowers(collectively, the "Linden Commissary Buildings")
. The Borrowers have advised the Agent and the Lenders that the Molotok
Building (the "Leased Building") is presently leased by the Borrowers and
that such Leased Building will be purchased by the Borrowers in connection
with the Proposed Mortgage Financing. At the request of the Borrowers, the
Agent and the Lenders hereby agree that the purchase price paid by the
Borrowers with respect to the Leased Building (to a maximum of $650,000)
concurrently with the Proposed Mortgage Financing shall not constitute
"Covered Expenditures" under this Section 7.07. Nothing herein shall
constitute the consent or approval by the Agent or any Lender with respect to
the Proposed Mortgage Financing or shall affect the treatment of any
expenditures made other than concurrently with the Proposed Mortgage
Financing.
The Parent and its subsidiaries have advised the Agent and the Lenders that
they expect to finance (x) all or part of the Montgomery/Marlboro Capital
Expenditures (as defined in this Section 7.07) pursuant to the
Montgomery/Marlboro Equipment Financing permitted under Section 7.01(e) of
this Agreement by no later than November 2, 1996 and (y) all or part of the
Point of Sale Capital Expenditures (as defined in this Section 7.07) pursuant
to the Point of Sale Financing permitted under Section 7.01(e) of this
Agreement by no later than September 15, 1996. The parties hereto agree that
the (i) Montgomery/Marlboro Capital Expenditures shall not constitute Covered
Expenditures under this Section 7.07 until the earlier of (x) November 2,
1996 and (y) the day of the closing of the Montgomery/Marlboro Equipment
Financing (the "Montgomery/Marlboro Determination Date") and (ii) Point of
Sale Capital Expenditures shall not constitute Covered Expenditures under
this Section 7.07 until the earlier of (x) September 15, 1996 and (y) the day
of the closing of the Point of Sale Financing (the "Point of Sale
Determination Date"). On and after the Montgomery/Marlboro Determination
Date, the Montgomery/Marlboro Capital Expenditures (less the amount financed
under the Montgomery/Marlboro Equipment Financing, if any) will constitute
Covered Expenditures for the month of July, 1996. If the financial
statements and certificates with respect to the fiscal quarter ending July,
1996 as described in Section 7.01(d) of this Agreement have been delivered
prior to the Montgomery/Marlboro Determination Date, then the Borrowers shall
furnish the Agent with revised certificates described in Section 7.01(d) with
respect to the fiscal quarter ending July, 1996 no later than fifteen (15)
days after the Montgomery/Marlboro Determination Date. On and after the
Point of Sale Determination Date, the Point of Sale Capital Expenditures
(less the amount financed under the Point of Sale Financing, if any) will
constitute Covered Expenditures for the month of July, 1996. If the
financial statements and certificates with respect to the fiscal quarter
ending July, 1996 as described in Section 7.01(d) of this Agreement have been
delivered prior to the Point of Sale Determination Date, then the Borrowers
shall furnish the Agent with revised certificates described in Section
7.01(d) with respect to the fiscal quarter ending July, 1996 no later than
fifteen (15) days after the Point of Sale Determination Date."
m. Section 7.10(x) of the Credit Agreement shall be amended to add
", but excluding Capitalized Lease Obligations relating to the real property
leased by the Parent in Montgomery Township, Somerset County, Skillman, New
Jersey" in the first parenthetical thereof after the reference to "GAAP".
n. Section 7.17(c) of the Credit Agreement shall be amended by
deleting such section in its entirety, substituting therefor the following:
"Directly or indirectly modify, amend or alter their
certificates or articles of incorporation, preferred
stock/certificates of designations or by-laws, other than the
amendment dated April 4, 1996 to the certificate of
incorporation of Parent and filed with the Secretary of State
of New Jersey on May 20, 1996.
o. Clause (m) of Article VIII of the Credit Agreement shall be
amended to delete the word "first" in the third line thereof, substituting
therefor the word "second".
p. Section 11.01 of the Credit Agreement shall be amended by (i)
deleting from clause (a) thereof the reference to "Rosenman & Colin, 575
Madison Avenue, New York, NY 10022, Attention: Arthur Borden, Esq.",
substituting therefor "Giordano, Halleran & Ciesla, P.C., 125 Half Mile Road,
Middletown, New Jersey 07748, Attention: John A. Aiello, Esq." and (ii)
deleting clause (b) thereof, substituting therefor "(b) if to the Agent, at
Fleet Bank, N.A. (formerly known as NatWest Bank N.A.), 175 Water Street,
New York, New York 10038, Attention: Mr. Thomas Maiale; and".
q. Schedule 2.01(a) and Schedule 2.01(b) of the Credit Agreement
shall be deleted in their entireties, substituting therefor the schedules
attached hereto as Annex A.
r. Schedule A of the Credit Agreement shall be deleted in its
entirety and Schedule A-1 hereto shall be substituted therefor.
2. Representations and Warranties. In order to induce the Lenders
and the Agent to enter into this Waiver and Amendment, the Borrowers, the
Parent and the Guarantors make the following representations and warranties
(which representations and warranties shall survive the execution and
delivery of this Waiver and Amendment) as of the date hereof and as of the
Effective Date:
a. The Borrowers, the Parent and the Guarantors restate and repeat
(as of February 15, 1995, as of the date of each amendment referred to in the
preamble to this Waiver and Amendment, as of the date hereof and as of the
Effective Date) each of the representations and warranties contained in the
Credit Agreement, with the same effect as though made on and as of such date
(except insofar as such representations and warranties relate expressly to an
earlier date (it being acknowledged by the parties hereto that references
to "as of the date hereof" in the representations and warranties contained in
the original Credit Agreement executed on February 15, 1995 shall be deemed
to expressly relate to February 15, 1995)).
b. Except for the Waived Events of Default, there has occurred and
is continuing no Event of Default as defined in the Credit Agreement and there
has occurred and is continuing no event which, with the giving of notice or
the passage of time or both, would constitute an Event of Default.
c. Each of the Borrowers, the Parent and the Guarantors has the
corporate power to borrow and/or guaranty, as the case may be, and to
execute, deliver and carry out the terms and provisions of this Waiver and
Amendment and all instruments and documents delivered by each of them
pursuant to this Waiver and Amendment and each of the Borrowers, the Parent
and the Guarantors has taken or caused to be taken all necessary corporate
action (including, but not limited to, the obtaining of any consent of
stockholders required by law or by the Articles or Certificate of
Incorporation or By-Laws of the Borrowers, the Parent or any Guarantor)
to authorize the execution, delivery and performance of this Waiver and
Amendment, the borrowings referred to herein and the execution, delivery and
performance of the instruments and documents delivered by it pursuant to this
Waiver and Amendment.
d. None of the Borrowers, the Parent or any Guarantor is in default
under any indenture, mortgage, deed of trust, agreement or other instrument to
which it is a party or by which it may be bound. Neither the execution and
delivery of this Waiver and Amendment or any of the instruments and documents
to be delivered pursuant to this Waiver and Amendment, nor the consummation
of the transactions herein and therein contemplated (including the borrowings
thereunder), nor compliance with the provisions hereof or thereof will (i)
violate any law or regulation, or (ii) result in or cause a violation by the
Borrowers, the Parent or any Guarantor, of any order or decree of any court
or governmental instrumentality, or (iii) conflict with, or result in the
breach of, or constitute a default under, any indenture, mortgage, deed of
trust, agreement or other instrument to which the Borrowers, the Parent or any
Guarantor is a party or may be bound or (iv) result in the creation or
imposition of any lien, charge or encumbrance upon any of the property of the
Borrowers, the Parent or any Guarantor, or (v) violate any provision of the
Articles or Certificate of Incorporation, By-Laws or any preferred stock
provisions of the Borrowers, the Parent or any Guarantor.
e. No action of, or filing with, any governmental or public body or
authority is required to authorize, or is otherwise required in connection
with, the execution, delivery and performance of this Waiver and Amendment or
any of the instruments or documents to be delivered by the Borrowers, the
Parent or any Guarantor pursuant to this Waiver and Amendment, other than the
filing of required periodic reporting with the Securities and Exchange
Commission.
f. This Waiver and Amendment, and all of the other instruments and
documents to be delivered by the Borrowers, the Parent and/or the Guarantors
pursuant to this Waiver and Amendment, constitutes a legal, valid and binding
obligation of each of the Borrowers, the Parent and the Guarantors party
thereto, enforceable in accordance with its terms, subject, as to enforcement
of remedies, to applicable bankruptcy, reorganization, insolvency and similar
laws and to moratorium laws fromtime to time in effect.
3. Effective Date. This Waiver and Amendment shall become effective
upon the satisfaction of each of the following conditions precedent (the date
of such satisfaction, the "Effective Date"):
a. The Agent and the Lenders shall have received a counterpart of
this Waiver and Amendment, duly executed and delivered by each of the Agent,
the Borrowers, the Parent, the Guarantors and the Lenders.
b. The Agent shall have received a certificate of each of the
Borrowers, the Parent and the Guarantors, executed by a Responsible Officer
of each of the Borrowers, the Parent and the Guarantors and dated the
Effective Date, as to the truthfulness and accuracy of the representations
and warranties made in this Waiver and Amendment and as to the absence of
Events of Default under the Loan Documents or events which, with the giving
of notice or the passage of time or both, would constitute an Event of
Default.
c. The Agent shall have received the favorable written opinion of
counsel for each of the Borrowers, the Parent and each of the Guarantors, in
form and substance satisfactory to the Agent and the Lenders dated the
Effective Date and addressed to the Agent and Lenders.
d. The Agent shall have received evidence of authorization of the
Borrowers, the Parent and the Guarantors with respect to the execution,
delivery and performance of this Waiver and Amendment and the transactions
contemplated hereunder, such evidence to be in form and substance
satisfactory to the Agent.
e. Each Lender shall have received each of its Revolving Note and
Term Note C, amended and restated as of the Effective Date, each duly
executed by the Borrowers, payable to its order and otherwise complying with
the provisions of Section 2.04 of the Credit Agreement.
f. The Borrowers shall have paid a $35,000 amendment fee to the
Agent (for application to the Lenders on a pro rata basis), together with the
fees and disbursements of counsel to the Agent.
g. The Borrowers shall delivered a true, correct and certified copy of
the amendment dated April 4, 1996 to the certificate of incorporation of
Parent, as filed with the Secretary of State of New Jersey on May 20, 1996.
h. The Agent shall have been furnished with any other documents and
agreements reasonably requested by Agent and UCC, tax and judgment lien and
any other searches requested by the Agent.
4. $1,825,000 Term Loan. The parties hereto agree and confirm that on
the Effective Date of this Waiver and Amendment, the Lenders have made an
additional term loan advance to the Borrowers in the aggregate amount of
$1,825,000 (the "New Term Loan C Advance"). The parties hereto agree and
confirm that (i) the New Term Loan C Advance constitutes part of Term Loan C;
(ii) giving effect to the New Term Loan C Advance, the outstanding principal
balance of Term Loan C is $12,500,000; and (iii) the entire proceeds of the
New Term Loan C Advance will be used to reduce outstanding Revolving Loans
(but not in permanent reduction of the Revolving Commitment).
5. Counterparts; Telecopy. This Waiver and Amendment may be
executed by the parties hereto individually or in any combination, in one or
more counterparts, each of which shall be an original and all of which shall
constitute one and the same amendment. The delivery of a signed signature
page to this Waiver and Amendment by telecopy transmission shall constitute
due execution and delivery of this Waiver and Amendment for all purposes.
6. Credit Agreement and All Other Loan Documents in Full Force and
Effect; Confirmation of Collateral. Except as amended by this Waiver and
Amendment, all of the provisions of the Credit Agreement and all of the
provisions of each Loan Document shall remain in full force and effect from
and after the date hereof. The undersigned hereby confirm and agree that all
collateral security and guaranties granted by any of the undersigned in
connection with the Credit Agreement and/or the Loan Documents remains in
full force and effect after giving effect to this Waiver and Amendment and
that the Revolving Loans and Term Loans (both before and after giving effect
to this Waiver and Amendment) benefit fully from all such collateral security
and guaranties.
7. References to Credit Agreement. From and after the Effective
Date, (a) all references in the Credit Agreement to "this Agreement",
"hereof", "herein", or similar terms and (b) all references to the Credit
Agreement in each agreement, instrument and other document executed or
delivered in connection with the Credit Agreement, shall mean and refer to
the Credit Agreement, as amended by this Waiver and Amendment.
8. Further Assurances. The parties hereto agree to execute and
deliver any and all further agreements, certificates and other documents
reasonably necessary to implement the provisions of this Waiver and Amendment.
IN WITNESS WHEREOF, the Agent, the Lenders, the Borrowers, the Parent
and the Guarantors have caused this Waiver and Amendment to be duly executed
by their respective officers thereunto duly authorized as of the day and year
first above written.
FOODARAMA SUPERMARKETS, INC., as
Parent and as Guarantor
By:______________________________
Name:
Title:
NEW LINDEN PRICE RITE, INC., as
Borrower and as Guarantor
By:______________________________
Name:
Title:
SHOP RITE OF READING, INC., as
Borrower and as Guarantor
By:______________________________
Name:
Title:
SHOP RITE OF MALVERNE, INC., as
Guarantor
By:_______________________________
Name:
Title:
FLEET BANK, N.A.(formerly known as
NatWest Bank N.A.), as Agent
By:_______________________________
Name:
Title:
FLEET BANK, N.A. (formerly known as
NatWest Bank N.A.), as Lender
By:_______________________________
Name:
Title:
IBJ SCHRODER BANK & TRUST COMPANY,
as Lender
By:_______________________________
Name:
Title:
THE CHASE MANHATTAN BANK (formerly
known as Chemical Bank), as
Lender
By:_______________________________
Name:
Title:
<PAGE>
Annex A
SCHEDULE 2.01(a)
Revolving Loan Commitments
Bank Commitment Percentage
Fleet Bank, N.A.
(formerly known as NatWest Bank N.A.) $10,011,470 57.2084
IBJ Schroder Bank & Trust Company $3,744,265 21.3958
The Chase Manhattan Bank $3,744,265 21.3958
SCHEDULE 2.01(b)
Term Loan Commitments
Bank Commitment Percentage
Fleet Bank, N.A.
(formerly known as NatWest Bank N.A.) $7,151,050 57.2084
IBJ Schroder Bank & Trust Company $2,674,475 21.3958
The Chase Manhattan Bank $2,674,475 21.3958
<PAGE>
Schedule A
Noncompliances
1. The Borrower's and/or the Parent's failure to timely provide the Agent
with copies of Treasury Form 5500 with respect to any Plan, together
with certified financial statements (if any) for the Plan and any
actuarial statements on Schedule B to such Form 5500. The Borrower and
the Parent advise that the foregoing has been delivered as of July 26,
1996;
2. The execution, delivery and filing of the Certificate of Amendment of
Certificate of Incorporation of Foodarama Supermarkets, Inc. dated
April 4, 1996 filed May 20, 1996;
3. The Breach of clause (m) of Article VIII of the Credit Agreement; and
4. The Borrower's and/or the Parent's failure to disclose the existence
of its option to acquire (pursuant to the terms of its lease therefor)
the third meat commissary building generally identified as 1911
Pennsylvania Avenue, Linden, New Jersey. The parties hereto agree that
the representation and warranty set forth in Section 4.16(a)(vi) of the
Credit Agreement is hereby modified to include a reference to the
foregoing option.
<PAGE>
Schedule A-1 to Amendment
See Attached Schedule A to Credit Agreement
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> NOV-02-1996
<PERIOD-START> APR-28-1996
<PERIOD-END> JUL-27-1996
<CASH> 3,768
<SECURITIES> 0
<RECEIVABLES> 9,193
<ALLOWANCES> (939)
<INVENTORY> 30,248
<CURRENT-ASSETS> 0
<PP&E> 105,638
<DEPRECIATION> (48,890)
<TOTAL-ASSETS> 119,800
<CURRENT-LIABILITIES> 44,331
<BONDS> 0
1,700
0
<COMMON> 1,622
<OTHER-SE> 27,749
<TOTAL-LIABILITY-AND-EQUITY> 119,800
<SALES> 147,793
<TOTAL-REVENUES> 147,793
<CGS> 110,037
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 36,465
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 785
<INCOME-PRETAX> 506
<INCOME-TAX> 186
<INCOME-CONTINUING> 320
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 320
<EPS-PRIMARY> .25
<EPS-DILUTED> .25
</TABLE>
