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 May 2, 1998
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 #732-462-4700
(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 June 12,1998
Common Stock 1,117,150 shares
$1 par value<PAGE>
FOODARAMA SUPERMARKETS, INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Consolidated Balance Sheets
May 2, 1998 and November 1, 1997
Unaudited Consolidated Statements of
Operations for the thirteen weeks ended
May 2, 1998 and May 3, 1997
Unaudited Consolidated Statements of
Operations for the twenty six weeks ended
May 2, 1998 and May 3, 1997
Unaudited Consolidated Statements of
Cash Flows for the twenty six weeks ended
May 2, 1998 and May 3, 1997
Notes to the 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 1933, as amended,
andthe 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 governmental regulations and programs on
the Registrant, year 2000 issues related to computer applications and
competitive conditions in the marketplace in which the Registrant operates.
The forward-looking statements are made as of the date of this Form 10-Q and
the Registrant assumes no obligation to
update the forward-looking statements or to update the reasons actual results
could differ from those projected in such forward-looking statements. 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)
May 2, November 1,
1998 1997
(Unaudited) (1)
ASSETS
Current assets:
Cash and cash equivalents $ 3,939 $ 3,678
Merchandise inventories 36,056 33,585
Receivables and other current assets 3,828 3,576
Prepaid income taxes 80 392
Related party receivables - Wakefern 3,252 5,389
Related party receivables - other 143 238
47,298 46,858
Property and equipment:
Land 308 93
Buildings and improvements 1,220 829
Leaseholds and leasehold improvements 32,682 32,064
Equipment 72,244 65,935
Property and equipment under capital leases 19,464 19,443
Construction in progress 1,000 0
126,918 118,364
Less accumulated depreciation and
amortization 65,546 62,210
61,372 56,154
Other assets:
Investments in related parties 9,256 9,256
Intangibles 4,831 5,100
Other 1,819 2,847
Related party receivables - Wakefern 1,242 1,191
Related party receivables - other 253 94
17,401 18,488
$ 126,071 $121,500
(continued)
(1) Derived from the Audited Consolidated Financial Statements for the year
ended November 1, 1997.
See accompanying notes to consolidated financial statements.
FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands except share data)
May 2, November 1,
1998 1997
(Unaudited) (1)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 7,027 $ 6,647
Current portion of long-term debt,
related party 1,158 738
Current portion of obligations under
capital leases 494 469
Deferred income tax liability 945 945
Accounts payable:
Related party 26,324 23,723
Others 5,642 3,763
Accrued expenses 8,164 7,055
49,754 43,340
Long-term debt 15,800 17,874
Long-term debt, related party 1,239 1,797
Obligations under capital leases 17,093 17,325
Deferred income taxes 3,693 3,828
Other long-term liabilities 6,136 6,021
43,961 46,845
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 35,012 33,971
38,985 37,944
Less 504,477 shares, May 2, 1998 and
November 1, 1997 held in treasury,
at cost 6,629 6,629
32,356 31,315
$ 126,071 $ 121,500
(1) Derived from the Audited Consolidated Financial Statements for the year
ended November 1, 1997. 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
May 2, May 3,
1998 1997
Sales $ 166,245 $ 155,986
Cost of merchandise sold 123,820 116,220
Gross profit 42,425 39,766
Operating, general and
administrative expenses 41,304 38,608
Income from operations 1,121 1,158
Other (expense) income:
Interest expense ( 889) (1,090)
Interest income 159 52
Income before taxes 391 120
Income tax provision 133 48
Net income $ 258 $ 72
Per share information:
Net income per common share,
basic and diluted $ .23 $ .04
Weighted average number of common
shares outstanding 1,117,150 1,117,150
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)
26 Weeks Ended
May 2, May 3,
1998 1997
Sales $ 336,476 $ 319,342
Cost of merchandise sold 251,617 238,988
Gross profit 84,859 80,354
Operating, general and
administrative expenses 81,649 77,854
Income from operations 3,210 2,500
Other (expense) income:
Interest expense (1,849) (2,167)
Interest income 217 81
Income before taxes 1,578 414
Income tax provision 537 166
Net income $ 1,041 $ 248
Per share information:
Net income per common share,
basic and diluted $ .93 $ .17
Weighted average number of common
shares outstanding 1,117,150 1,117,150
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)
26 Weeks Ended
May 2, May 3,
1998 1997
Cash flows from operating activities:
Net income $ 1,041 $ 248
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 3,879 3,932
Amortization, intangibles 269 188
Amortization, deferred financing costs 326 316
Amortization, deferred rent escalation 133 217
Amortization, other assets - 362
Deferred income tax benefit ( 135) -
(Increase) decrease in
Merchandise inventories (2,471) ( 967)
Receivables and other current assets ( 252) (1,519)
Prepaid income taxes 312 -
Related party receivables-Wakefern 2,086 2,494
Other assets 702 462
Increase (decrease) in
Accounts payable 4,480 (2,059)
Other liabilities 1,092 382
11,462 4,056
Cash flows from investing activities:
Cash paid for the purchase of property
and equipment (7,492) (1,273)
Cash paid for construction in progress (1,000) -
Decrease(increase) in related party
receivables-other ( 64) 427
Net proceeds from sale of property - 2,282
(8,556) 1,436
Cash flows from financing activities:
Principal payments under long-term debt (6,194) (3,082)
Principal payments under capital
lease obligations ( 207) 35
Proceeds from issuance of debt 3,894 -
Preferred stock dividend payments - ( 57)
Principal payments under long-term
debt, related party ( 138) ( 26)
Purchase of preferred stock - (1,700)
(2,645) (4,830)
NET INCREASE IN CASH AND CASH EQUIVALENTS 261 662
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3,678 3,114
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 3,939 $ 3,776
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 or for the period
ending May 2, 1998, 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 November 1,
1997 has been taken 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 November
1, 1997.
These results are not necessarily indicative of the results for the entire
fiscal year.
Note 2 Adoption of Accounting Standards
Earnings per Share
Effective December 15, 1997, the Registrant adopted Statement of Financial
Accounting Standards (SFAS) No. 128, "Earnings per Share." This Statement
establishes standards for computing and presenting earnings per share and
applies to entities with publicly held common stock or potential common
stock. This Statement simplifies the standards for computing earnings per
share and makes them comparable to international EPS standards. It replaces
the presentation of primary EPS with a presentation of basic EPS. It also
requires dual presentation of basic and diluted EPS on the face of the income
statement for all entities with complex capital structures and requires a
reconciliation of the numerator and denominator of the basic EPS computation
to the numerator and denominator of the diluted EPS computation. There was
no material impact from adopting the provisions of SFAS No. 128 in the
quarter ended May 2, 1998.
Reporting on the Cost of Start-Up Activities
On April 3, 1998, the Financial Accounting Standards Board (FASB) approved
Statement of Position (SOP) No. 98-5 "Reporting on the Cost of Start-Up
Activities". SOP No. 98-5 requires that costs associated with start-up
activities, such as opening a new facility, be expensed as incurred. This SOP
is effective for financial statements for fiscal years beginning after
December 15, 1998, however, early application is encouraged.
Prior to the thirteen weeks ended May 2, 1998, the Registrant had capitalized
pre-opening costs, including payroll, employee recruitment and advertising,
incurred in the start-up and training period prior to the opening of each
supermarket, and amortized these costs over twelve months from the date of
opening. The Registrant has elected early application of SOP No. 98-5 for its
fiscal year beginning November 2, 1997. There was no material cumulative
effect of a change in accounting principle on net income due to the early
application of this SOP. As a result of the early application, all
pre-opening costs incurred for the location in East Windsor New Jersey opened on
February 25, 1998, have been expensed in the quarter ended May 2, 1998
reducing net income by $190,000 or $.17 per share. Under the previous method,
net income would have been reduced by $32,000 or $.03 per share.
Part I - Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations
Financial Condition and Liquidity
The Registrant is a party to an Amended and Restated Revolving Credit and
Term Loan Agreement ("the Credit Agreement") with one financial institution.
The Credit Agreement is secured by substantially all of the Registrant's
assets and provides for a total commitment of $31,700,000, including a
revolving credit facility of up to $17,500,000 and term loans referred to as
Term Loan C in the amount of $11,000,000, the Stock Redemption Facility in
the amount of $1,700,000 and a loan in the amount of $1,500,000, made in
November 1997, to fund the acquisition of a building in, and refurbishment
of, the Registrant's prepared food and meat processing facility
(the"Expansion Loan"). As of May 2, 1998 the Registrant owed $7,500,000 on
Term Loan C, $1,615,000 on the Stock Redemption Facility and $1,425,000 on
the Expansion Loan. Term Loan C and the Stock Redemption Loan are to be paid
quarterly through December 31, 1999 with final payments of $500,000 and
$1,020,000, respectively, on February 15, 2000. The revolving credit facility
also matures February 15, 2000 and the Expansion Loan is payable in monthly
installments over its seven year term based on a ten year amortization.
Interest rates are fixed on Term Loan C and the Stock Redemption Facility at
8.38% and on the Expansion Loan at 9.18%. The interest rate on the revolving
credit facility floats at the Base Rate (defined below) plus .25%. The Base
Rate is the rate which is the greater of (i) the bank prime loan rate as
published by the Board of Governors of the Federal Reserve System, or (ii)
the Federal Funds rate, plus .50%. Additionally, the Registrant has the
ability to use the London Interbank Offered Rate ("LIBOR") plus 2.25% to
determine the interest rate on the revolving credit facility. The Credit
Agreement contains certain affirmative and negative covenants which, among
other matters will require the maintenance of a debt service coverage ratio.
The Registrant was in compliance with such covenants through May 2, 1998.
On April 2, 1998 the Registrant financed the purchase of $3,000,000 of
equipment for the new store location in East Windsor, New Jersey. The note
bears interest at 7.44% and is payable in monthly installments over its seven
year term.
The Registrant's compliance with the major financial covenant under the
Credit Agreement was as follows as of May 2, 1998.
Actual
Financial Credit (As defined in the
Covenant Agreement Credit Agreement)
Debt Service Coverage
Ratio Not less than 1.00 to 1.00 1.00 to 1.00
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 Credit Agreement does not permit the
payment of any cash dividends on the Registrant's Common Stock.
Working Capital
At May 2, 1998, the Registrant had a working capital deficit of $2,456,000
compared to working capital of $3,518,000 at November 1, 1997 and $3,397,000
at May 3, 1997.
The decline in working capital from November 1, 1997 was primarily due to the
collection of current related party receivables which were used to reduce the
Revolving Note which is classified as long term borrowings. Additionally,
accounts payable increased which when paid will increase the Revolving Note.
The Registrant normally requires small amounts of working capital since
inventory is generally sold at approximately the same time that payments to
Wakefern Food Corporation and other suppliers are due and most sales are for
cash or cash equivalents.
Working capital ratios were as follows:
May 2, 1998 .95 to 1.00
November 1, 1997 1.08 to 1.00
May 3, 1997 1.08 to 1.00
Cash flows (in millions) were as follows:
5/02/98 5/03/97
Operating activities... $11.5 $ 4.1
Investing activities... (8.6) 1.4
Financing activities... (2.6) (4.8)
Totals $ 0.3 $ 0.7
The Registrant had $14,610,000 of available credit, at May 2, 1998, 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 1998.
For the twenty six weeks ended May 2, 1998 depreciation was $3,879,000 while
capital expenditures totaled $8,098,000, compared to $3,932,000 and
$1,273,000 respectively in the prior year period.
Results of Operations (13 weeks ended May 2, 1998 compared to 13
weeks ended May 3, 1997)
Sales:
Same store sales from the nineteen stores in operation in both periods
increased 2.84% in the current year period versus the prior year period. The
Registrant believes that continued sales growth in the current period
resulted from increased promotion expense during the Thanksgiving holiday
period.
Sales for the twenty stores in operation for the current quarter totaled
$166.2 million as compared to $156.0 million of sales from the twenty stores
operated in the prior year period. Sales for the current period included the
operations of a new location in East Windsor New Jersey opened February 25,
1998 which replaced an older, smaller location in Hightstown New Jersey.
Gross Profit:
Gross profit on sales was 25.5% of sales in both the current and prior year
periods. Patronage dividends, applied as a reduction of the cost of
merchandise sold, were $1.2 million in the current year period compared to
$1.4 million in the prior year period.
Operating Expenses:
Store operating, general and administrative expenses as a percent of sales
were 24.8% in both the current and prior year periods. As a percentage of
sales, advertising expense increased .06%, supply costs increased .11%,
occupancy costs increased .18% and pre-store opening costs increased .03%.
These increases were offset by a decrease in labor and related fringe benefit
costs of .33% and an increase in miscellaneous income of .05%.
Interest Expense:
Interest expense decreased to $889,000 from $1,090,000, while interest income
was $159,000 compared to $52,000 for the prior year period. The decrease in
interest expense for the current year period was due to a decrease in
outstanding debt since May 3, 1997 and a decrease in the interest rate paid
on debt.
Income Taxes:
An income tax rate of 34% has been used in the current period based on the
expected effective tax rate for fiscal 1998, while a rate of 40% was used in
the prior year period.
Net Income:
Net income was $258,000 in the current year period compared to $72,000 in the
prior year period. Earnings before interest, taxes, depreciation and
amortization ("EBITDA") for the current period were $3,434,000 as compared
to $3,600,000 in the prior year period. Net income per common share was $.23
in the current period compared to $.04 in the prior year period. Per share
calculations are based on 1,117,150 shares outstanding in both periods and
a provision of $22,667 for preferred stock dividends in the prior year
period. There were no dividends paid on the preferred stock in the current
year period since the preferred stock was redeemed on March 31, 1997.
Results of Operations (26 weeks ended May 2, 1998 compared to 26
weeks ended May 3, 1997)
Sales:
Same store sales from the nineteen stores in operation in both periods
increased 3.47% in the current year period versus the prior year period. An
increase in promotional activities in the current period contributed to this
increase.
Sales for the twenty stores in operation for the current year twenty six week
period totaled $336.5 million as compared to $319.3 million of sales from the
twenty stores operated in the prior year period. Sales for the current period
included the operations of a new location in East Windsor New Jersey opened
February 25, 1998 which replaced an older, smaller location in Hightstown New
Jersey.
Gross profit:
Gross profit on sales was to 25.2% of sales in both the current and prior
year periods. Patronage dividends, applied as a reduction of the cost of
merchandise sold, were $2.3 million compared to $2.6 million in the prior
year period.
Operating Expenses:
Store operating, general and administrative expenses as a percent of sales
decreased to 24.3% from 24.4% in the prior year period. The decrease in
selling, general and administrative expenses was due to decreases in certain
expense categories. As a percentage of sales, labor and related fringe
benefit costs decreased .14% and pre-store opening costs decreased .05%.
These decreases were partially offset by an increase in occupancy costs of
.04%.
Interest Expense:
Interest expense decreased to $1,849,000 from $2,167,000, while interest
income was $217,000 compared to $81,000 for the prior year period. The
decrease in interest expense for the current year period was due to a
decrease in outstanding debt since May 3, 1997 and a decrease in the interest
rate paid on debt.
Income Taxes:
An income tax rate of 34% has been used in the current period based on the
expected effective tax rate for fiscal 1998, while a rate of 40% was used in
the prior year period.
Net Income:
Net income was $1,041,000 in the current year period compared to $248,000 in
the prior year period. Earnings before interest, taxes, depreciation and
amortization ("EBITDA") for the current period were $7,817,000 as compared
to $7,515,000 in the prior year period. Net income per common share was $.93
in the current period compared to $.17 in the prior year period. Per share
calculations are based on 1,117,150 shares outstanding in both periods and
a provision of $56,667 for preferred stock dividends in the prior year
period. There were no dividends paid on the preferred stock in the current
year period since the preferred stock was redeemed on March 31, 1997.
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit (27) - Financial Data Schedule.
(b) No reports on Form 8-K were required to be
filed for the 13 weeks ended May 2, 1998.
<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: June 15, 1998 /S/ MICHAEL SHAPIRO
(Signature)
Michael Shapiro
Senior Vice President
Chief Financial Officer
Date: June 15, 1998 /S/ JOSEPH C. TROILO
(Signature)
Joseph C. Troilo
Senior Vice President
Principal Accounting Officer
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<PERIOD-END> MAY-02-1998
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