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 January 31, 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 March 13,1998
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
January 31, 1998 and November 1, 1997
Unaudited Consolidated Statements of
Operations for the thirteen weeks ended
January 31, 1998 and February 1, 1997
Unaudited Consolidated Statements of
Cash Flows for the thirteen weeks ended
January 31, 1998 and February 1, 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,
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 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
Operations."
PART I FINANCIAL INFORMATION
FOODARAMA SUPERMARKETS, INC AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands)
January 31, November 1,
1998 1997
(Unaudited) (1)
ASSETS
Current assets:
Cash and cash equivalents $ 7,030 $ 3,678
Merchandise inventories 35,210 33,585
Receivables and other current assets 3,640 3,576
Prepaid income taxes - 392
Related party receivables - Wakefern 2,770 5,389
Related party receivables - other 255 238
48,905 46,858
Property and equipment:
Land 308 93
Buildings and improvements 1,220 829
Leaseholds and leasehold improvements 32,409 32,064
Equipment 66,648 65,935
Property and equipment under capital leases 19,443 19,443
Construction in progress 2,837 0
122,865 118,364
Less accumulated depreciation and
amortization 64,319 62,210
58,546 56,154
Other assets:
Investments in related parties 9,256 9,256
Intangibles 4,966 5,100
Other 1,541 2,847
Related party receivables - Wakefern 1,216 1,191
Related party receivables - other 87 94
17,066 18,488
$124,517 $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)
January 31, November 1,
1998 1997
(Unaudited) (1)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 6,935 $ 6,647
Current portion of long-term debt,
related party 901 738
Current portion of obligations under
capital leases 460 469
Deferred income tax liability 945 945
Accounts payable:
Related party 27,976 23,723
Others 5,320 3,763
Accrued expenses 7,943 7,055
50,480 43,340
Long-term debt 13,709 17,874
Long-term debt, related party 1,508 1,797
Obligations under capital leases 17,221 17,325
Deferred income taxes 3,728 3,828
Other long-term liabilities 5,773 6,021
41,939 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 34,754 33,971
38,727 37,944
Less 504,477 shares January 31, 1998 and
November 1, 1997, held
in treasury, at cost 6,629 6,629
32,098 31,315
$ 124,517 $ 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 per share data)
13 Weeks Ended
January 31, February 1,
1998 1997
Sales $ 170,231 $ 163,356
Cost of merchandise sold 127,797 122,768
Gross profit 42,434 40,588
Operating, general and
administrative expenses 40,345 39,246
Income from operations 2,089 1,342
Other (expense) income:
Interest expense ( 960) (1,077)
Interest income 58 29
( 902) (1,048)
Income before taxes 1,187 294
Income tax provision 404 118
Net income $ 783 $ 176
Per share information:
Net income per common share, basic
and diluted $ .70 $ .13
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)
13 Weeks Ended
January 31, February 1,
1998 1997
Cash flows from operating activities:
Net income $ 783 $ 176
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 1,941 2,019
Amortization, intangibles 134 94
Amortization, deferred financing costs 153 171
Amortization, deferred rent escalation 66 108
Amortization, other assets - 181
Deferred income taxes (100) -
(Increase) decrease in
Merchandise inventories (1,625) (1,042)
Receivables and other current assets ( 64) (1,290)
Prepaid income taxes 392 -
Related party receivables-Wakefern 2,594 2,923
Other assets 1,153 1,037
Increase (decrease) in
Accounts payable 5,810 1,684
Other liabilities 574 237
11,811 6,298
Cash flows from investing activities:
Cash paid for the purchase of property
and equipment ( 890) ( 702)
Construction in progress (2,837) -
Decrease(increase) in related party
receivables-other ( 10) 448
(3,737) ( 254)
Cash flows from financing activities:
Principal payments under long-term debt (5,377) (5,335)
Principal payments under capital
lease obligations ( 113) 21
Proceeds from issuance of debt 894 -
Preferred stock dividend payments - ( 34)
Principal payments under long-term
debt, related party ( 126) ( 13)
(4,722) (5,361)
NET INCREASE IN CASH AND CASH EQUIVALENTS 3,352 683
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3,678 3,114
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 7,030 $ 3,797
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
January 31, 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 January 31,
1998.
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 January 31, 1998 the Registrant owed $8,500,000 on Term Loan C,
$1,700,000 on the Stock Redemption Facility and $1,475,000 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 January 31, 1998.
The Registrant's compliance with the major financial covenant under the Credit
Agreement was as follows as of January 31, 1998.
Actual
Financial Credit (As defined in the
Covenant Agreement Credit Agreement)
Debt Service Coverage
Ratio Not less than 1.00 to 1.00 1.24 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 January 31, 1998, the Registrant had a working capital deficiency of
$1,575,000 compared to positive working capital of $3,518,000 at
November 1, 1997 and a deficiency of $126,000 at February 1, 1997.
The decline in working capital from November 1, 1997 was primarily due to the
collection of $3,200,000 of current related party receivables which were used
to reduce the Revolving Note which is classified as long term borrowings.
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:
January 31, 1998 .97 to 1.0
November 1, 1997 1.08 to 1.0
February 1, 1997 1.00 to 1.0
Cash flows (in millions) were as follows:
1/31/98 2/1/97
Operating activities... $11.8 $ 6.3
Investing activities... (3.7) ( .2)
Financing activities... (4.7) (5.4)
Totals $ 3.4 $ 0.7
The Registrant had $15,500,000 of available credit, at January 31, 1998, under
its revolving credit facility, and short term investments of $2,983,000. The
Registrant believes that its capital resources are adequate to meet its
operating needs, scheduled capital expenditures and its debt service in fiscal
1998.
For the 13 weeks ended January 31, 1998 depreciation was $1,941,000 while
capital expenditures totaled $1,496,000, compared to $2,019,000 and $702,000
respectively in the prior year period.
Results of Operations (13 weeks ended January 31, 1998 compared to 13
weeks ended February 1, 1997)
Sales:
Same store sales from the twenty stores in operation in both periods increased
4.21%. Sales for the current period totaled $170.2 million as compared to
$163.4 million in the prior year period. An increase in promotion expense in
the current period, primarily for the Thanksgiving holiday period, contributed
to this increase.
Gross Profit:
Gross profit as a percent of sales increased slightly to 24.9% of sales
compared to 24.8% in the prior year period. Patronage dividends, applied as a
reduction of the cost of merchandise sold, were $1.1 million in the current
period compared to $1.3 million in the prior year period.
Operating Expenses:
Operating, general and administrative expenses as a percent of sales were
23.7% versus 24.0% in the prior year period. The decrease in operating,
general and administrative expenses as a percent of sales was primarily due
to decreases in certain expense categories as a percentage of sales which
resulted from the increase in comparable store sales in the current period
and fixed expenses remaining stable period to period. As a percentage of
sales, labor and related fringe benefits decreased .12%, supplies decreased
.07%, occupancy decreased .09% and the amortization of deferred pre-store
opening costs decreased .11%. These decreases were partially offset by an
increase in other store expense of .05%.
Interest Expense:
Interest expense decreased to $960,000 from $1,077,000, while interest income
was $58,000 compared to $29,000 for the prior period. The decrease in interest
expense for the current year period was due to a decrease in outstanding debt
since February 1, 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 $783,000 in the current year period compared to $176,000 in the
prior year period. Earnings before interest, taxes, depreciation and
amortization ("EBITDA") for the current period were $4,383,000 as compared to
$3,915,000 in the prior year period. Net income per common share, both basic
and diluted, was $.70 in the current period compared to $.13 in the prior year
period. Per share calculations are based on 1,117,150 shares outstanding in
the both periods and a provision of $34,000 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
January 31, 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: March 17, 1998 /S/ MICHAEL SHAPIRO
(Signature)
Michael Shapiro
Senior Vice President
Chief Financial Officer
Date: March 17, 1998 /S/ JOSEPH C. TROILO
(Signature)
Joseph C. Troilo
Senior Vice President
Principal Accounting Officer
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