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 4, 2002
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 7, 2002
------------ --------------
Common Stock 985,617 shares
$1 par value
1
FOODARAMA SUPERMARKETS, INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Consolidated Condensed Balance Sheets
May 4, 2002 and November 3, 2001
Unaudited Consolidated Condensed Statements
of Operations for the thirteen weeks ended
May 4, 2002 and April 28, 2001
Unaudited Consolidated Condensed Statements
of Operations for the twenty six weeks ended
May 4, 2002 and April 28, 2001
Unaudited Consolidated Condensed Statements
of Cash Flows for the twenty six weeks ended
May 4, 2002 and April 28, 2001
Notes to the Unaudited Consolidated Condensed
Financial Statements
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Securityholders
Item 6. Exhibits and Reports on Form 8-K
Disclosure Concerning Forward-Looking Statements
All statements, other than statements of historical fact, included in this Form
10-Q, including without limitation the statements under "Management's Discussion
and Analysis of Financial Condition and Results of Operations", are, or may be
deemed to be, "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such
forward-looking statements involve assumptions, known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of Foodarama Supermarkets, Inc. (the "Company", which may be
referred to as we, us or our) to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements contained in this Form 10-Q. Such potential risks and
uncertainties, include without limitation, competitive pressures from other
supermarket operators and warehouse club stores, economic conditions in the
Company's primary markets, consumer spending patterns, availability of capital,
cost of labor, cost of goods sold including increased costs from the Company's
cooperative supplier, Wakefern Food Corporation ("Wakefern"), and other risk
factors detailed herein and in other of the Company's Securities and Exchange
Commission filings. The forward-looking statements are made as of the date of
this Form 10-Q and the Company 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.
2
PART I FINANCIAL INFORMATION
FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(in thousands)
May 4, November 3,
2002 2001
(Unaudited) (1)
ASSETS
Current assets:
Cash and cash equivalents $ 5,077 $ 4,219
Merchandise inventories 43,074 42,827
Receivables and other current assets 5,582 5,466
Prepaid income taxes 108 --
Related party receivables - Wakefern 5,293 8,970
Related party receivables - other 1 7
-------- --------
59,135 61,489
-------- --------
Property and equipment:
Land 308 308
Buildings and improvements 1,220 1,220
Leasehold improvements 41,150 39,589
Equipment 111,426 103,394
Property under capital leases 69,867 59,909
Construction in progress 3,057 6,787
-------- --------
227,028 211,207
Less accumulated depreciation and
amortization 105,058 98,218
-------- --------
121,970 112,989
-------- --------
Other assets:
Investments in related parties 12,758 12,758
Intangibles 2,960 3,136
Other 2,919 2,550
Related party receivables - Wakefern 1,669 1,593
Related party receivables - other 18 11
-------- --------
20,324 20,048
-------- --------
$201,429 $194,526
======== ========
(continued)
(1) Derived from the Audited Consolidated Financial Statements for the year
ended November 3, 2001.
See accompanying notes to consolidated condensed financial statements.
3
FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(in thousands except share data)
May 4, November 3,
2002 2001
(Unaudited) (1)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 5,934 $ 5,390
Current portion of long-term debt,
related party 831 902
Current portion of obligations under
capital leases 1,131 899
Current income taxes payable - 704
Deferred income tax liability 1,079 1,079
Accounts payable:
Related party-Wakefern 31,744 35,988
Others 7,198 8,780
Accrued expenses 12,684 14,654
--------- ---------
60,601 68,396
--------- ---------
Long-term debt 27,809 19,294
Long-term debt, related party 919 1,310
Obligations under capital leases 64,137 54,949
Deferred income taxes 1,411 1,201
Other long-term liabilities 10,942 10,883
--------- ----------
105,218 87,637
--------- ----------
Shareholders' equity:
Common stock, $1.00 par; authorized
2,500,000 shares; issued 1,621,767 shares;
outstanding 985,617 shares May 4, 2002;
1,088,220 shares November 3, 2001 1,622 1,622
Capital in excess of par 4,168 4,168
Deferred Compensation (1,510) (1,696)
Retained earnings 45,466 44,016
Accumulated other comprehensive income:
Minimum pension liability (1,920) (1,920)
---------- ----------
47,826 46,190
Less 636,150 shares May 4, 2002;
533,547 shares November 3, 2001,
held in treasury, at cost 12,216 7,697
---------- ----------
35,610 38,493
---------- ----------
$ 201,429 $ 194,526
========== ==========
(1) Derived from the Audited Consolidated Financial Statements for the year
ended November 3, 2001.
See accompanying notes to consolidated condensed financial statements.
4
FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Operations - Unaudited
(in thousands - except share data)
13 Weeks Ended
------------------------------
May 4, April 28,
2002 2001
------------ ------------
Sales $ 235,236 $ 223,926
Cost of goods sold 176,353 168,301
----------- -----------
Gross profit 58,883 55,625
Operating, general and
administrative expenses 56,529 52,187
----------- -----------
Earnings from operations 2,354 3,438
----------- -----------
Other (expense) income:
Interest expense (2,080) (1,907)
Interest income 31 74
----------- -----------
(2,049) (1,833)
Earnings before income tax provision 305 1,605
Income tax provision (122) (642)
----------- -----------
Net income $ $ 183 $ 963
=========== ===========
Per share information:
Net income per common share:
Basic $ .18 $ .86
=========== ===========
Diluted $ .17 $ .86
=========== ===========
Weighted average shares outstanding:
Basic 1,045,341 1,117,290
=========== ===========
Diluted 1,101,999 1,117,290
=========== ===========
See accompanying notes to consolidated condensed financial statements.
5
FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Operations - Unaudited
(in thousands - except share data)
26 Weeks Ended
----------------------------
May 4, April 28,
2002 2001
----------- ------------
Sales $ 487,263 $ 462,520
Cost of goods sold 364,988 349,066
----------- -----------
Gross profit 122,275 113,454
Operating, general and
administrative expenses 115,941 106,064
----------- -----------
Earnings from operations 6,334 7,390
----------- -----------
Other (expense) income:
Interest expense (3,987) (3,990)
Interest income 71 153
----------- -----------
(3,916) (3,837)
Earnings before income tax provision 2,418 3,553
Income tax provision (968) (1,422)
----------- -----------
Net income $ 1,450 $ 2,131
=========== ===========
Per share information:
Net income per common share:
Basic $ 1.36 $ 1.91
=========== ===========
Diluted $ 1.30 $ 1.91
=========== ===========
Weighted average shares outstanding:
Basic 1,062,509 1,117,290
=========== ===========
Diluted 1,118,497 1,117,290
=========== ===========
See accompanying notes to consolidated condensed financial statements.
6
FOODARAMA SUPERMARKETS, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows - Unaudited
(in thousands)
26 Weeks Ended
----------------------
May 4, April 28,
2002 2001
---------- ---------
Cash flows from operating activities:
Net income $ 1,450 $ 2,131
Adjustments to reconcile net income to
net cash from operating activities:
Depreciation 6,852 6,165
Amortization, intangibles 176 176
Amortization, deferred financing costs 159 126
Amortization, deferred rent escalation (115) (30)
Provision to value inventory at LIFO 240 402
Deferred income taxes 210 318
Amortization of deferred compensation 182 -
(Increase) decrease in
Merchandise inventories (487) 815
Receivables and other current assets (116) (606)
Prepaid income taxes (108) 398
Other assets (528) 449
Related party receivables-Wakefern 3,601 3,505
Increase (decrease) in
Accounts payable (5,826) (1,698)
Income taxes payable (704) 605
Other liabilities (1,792) 1,099
--------- ---------
3,194 13,855
--------- ---------
Cash flows from investing activities:
Cash paid for the purchase of property
and equipment (5,020) (5,034)
Cash paid for construction in progress (855) (783)
Increase in related party
receivables-other (1) (35)
--------- ---------
(5,876) (5,852)
Cash flows from financing activities:
Proceeds from issuance of debt 11,662 -
Principal payments under long-term debt (2,603) (5,439)
Principal payments under capital
lease obligations (538) (317)
Principal payments under long-term
debt, related party (462) (445)
Proceeds from exercise of stock options 5 -
Repurchase of common stock (4,524) -
--------- ---------
3,540 (6,201)
NET CHANGE IN CASH AND CASH EQUIVALENTS 858 1,802
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 4,219 3,977
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 5,077 $ 5,779
========= =========
See accompanying notes to consolidated condensed financial statements.
7
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)
Note 1 Basis of Presentation
The unaudited Consolidated Condensed Financial Statements as of, or for the
period ended, May 4, 2002, 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 3, 2001
has been taken from the audited financial statements at that date. In the
opinion of the management of the Company, all adjustments (consisting only of
normal recurring accruals) which are considered 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 Company's annual report
on Form 10-K/A for the year ended November 3, 2001.
At both May 4, 2002 and November 3, 2001, approximately 82% of merchandise
inventories are valued by the Last-In-First-Out ("LIFO") method of inventory
valuation while the balance of inventories are valued by the First-In-First-Out
("FIFO") method. If the FIFO method had been used for the entire inventory,
inventories would have been $1,863,000 and $1,623,000 higher than reported at
May 4, 2002 and November 3, 2001, respectively.
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 New Accounting Standards
Accounting for the Impairment or Disposal of Long-Lived Assets
Effective November 4, 2001 the Company adopted Statement of Financial Accounting
Standards No. 144 ("SFAS 144"), "Accounting for the Impairment or Disposal of
Long-Lived Assets". SFAS 144 requires, among other things, the application of
one accounting model for long-lived assets that are impaired or to be disposed
of by sale. There was no significant impact from the adoption of SFAS 144 in the
quarter or six months ended May 4, 2002.
Accounting for Goodwill and Other Intangible Assets
In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 142 ("SFAS 142"), "Accounting for Goodwill
and Other Intangible Assets" which is effective for fiscal years beginning after
December 15, 2001. SFAS 142 discontinues the practice of amortizing goodwill and
indefinite lived intangible assets and initiates an annual review for
impairment. Impairment would be examined more frequently if certain indicators
are encountered. Intangible assets with a determinable useful life will continue
to be amortized over that period. The
8
Company is currently assessing, but has not yet determined, the impact of SFAS
142 on its financial position and results of operations. The Company plans to
adopt SFAS 142 in the first quarter of fiscal year 2003.
Part I - Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations
Financial Condition and Liquidity
The Company is a party to a Second Amended and Restated Revolving Credit and
Term Loan Agreement (the "Credit Agreement") with three financial institutions.
The Credit Agreement is secured by substantially all of the Company's assets and
provided for a total commitment of up to $58,000,000, including a revolving
credit facility (the "Revolving Note") of up to $28,000,000, a term loan ("the
Term Loan") in the amount of $10,000,000 and a capital expenditures facility
(the "Capex Facility") of up to $20,000,000. As of January 30, 2002, the Company
and its lenders amended the Credit Agreement to increase the number of shares of
common stock which the Company could repurchase from related parties from 25,000
shares to 35,000 shares and on March 29, 2002 the Credit Agreement was also
amended to increase the amount that the Company may expend for the repurchase of
the Company's common stock from $5,000,000 to $5,600,000. Other terms and
conditions of the Credit Agreement previously reported upon by the Company have
not been modified. As of May 4, 2002 the Company owed $5,500,000 on the Term
Loan and $11,029,714 under the Capex Facility. The Term Loan is to be paid in
quarterly principal payments of $500,000 through December 31, 2004. The
revolving credit facility also matures December 31, 2004 and the Capex Facility
provides for the payment of interest only on its outstanding balance, an unused
facility fee of .50% for the first 30 months of this loan and fixed quarterly
principal payments thereafter based on a seven year amortization schedule with a
balloon payment due December 31, 2004. Interest rates float on the revolving
credit facility, Term Loan and Capex Facility at the Base Rate (defined below)
plus .50%, .75% and .75%, respectively. 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 Company has the ability to use the London Interbank Offered
Rate ("LIBOR") plus 2.50% to determine the interest rate on the revolving credit
facility and LIBOR plus 2.75% to determine the interest rate on the Term Loan
and Capex Facility. The Credit Agreement contains certain affirmative and
negative covenants which, among other matters, will (i) restrict capital
expenditures and the amount of additional indebtedness that the Company may
incur, (ii) require the maintenance of certain levels of earnings before
interest, taxes, depreciation and amortization less rent payments for
capitalized lease locations and changes in the LIFO reserve ("Adjusted EBITDA")
and (iii) require debt service coverage and leverage ratios to be maintained.
The Company's compliance with the major financial covenants under the Credit
Agreement was as follows as of May 4, 2002:
Actual
Financial Credit (As defined in the
Covenant Agreement Credit Agreement)
Adjusted EBITDA (1) Greater than $16,000,000 $ 20,788,000
Leverage Ratio (1) Less than 3.2 to 1.00 1.71 to 1.00
Debt Service Coverage
Ratio Greater than 1.00 to 1.00 1.71 to 1.00
Adjusted Capex (2) Less than $5,600,000 (3)(5) $ 2,556,000 (4)
Store Project Capex Less than $4,500,000 (3)(5) $ 3,319,000 (4)
9
(1) Excludes obligations under capitalized leases, interest expense and
depreciation expense attributable to capitalized leases and changes in the
LIFO reserve.
(2) Adjusted Capex is all capital expenditures other than New/Replacement
Store Project Capex.
(3) Represents limitations on capital expenditures for fiscal 2002.
(4) Represents capital expenditures for the 26 weeks ended May 4, 2002.
(5) Does not include amounts available but not used in the prior fiscal year,
$710,000 for Adjusted Capex and $7,993,000 for Store Project Capex.
No cash dividends have been paid on the Common Stock since 1979, and the Company
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 our Common Stock.
Working Capital
At May 4,2002, the Company had a working capital deficiency of $1,466,000
compared to deficiencies of $6,907,000 at November 3, 2001 and $3,927,000 at
April 28, 2001.
The improvement in working capital from November 3, 2001 was primarily due to
the reduction of accounts payable and accrued expenses which increased the
Revolving Note which is classified as long-term borrowings. This increase in the
Revolving Note was partially offset by the collection of $3,677,000 of current
related party receivables.
The Company normally requires small amounts of working capital since inventory
is generally sold at approximately the same time that payments to Wakefern and
other suppliers are due and most sales are for cash or cash equivalents.
Working capital ratios were as follows:
May 4, 2002 .98 to 1.0
November 3, 2001 .90 to 1.0
April 28, 2001 .94 to 1.0
Cash flows (in millions) were as follows:
Twenty Six Weeks Ended
5/04/02 4/28/01
Operating activities... $ 3.2 $13.9
Investing activities... (5.9) ( 5.9)
Financing activities... 3.5 ( 6.2)
----- ------
Totals $ .8 $ 1.8
====== ======
The Company had $12,741,000 of available credit, at May 4, 2002, under its
revolving credit facility. The amounts available under the Credit Agreement will
adequately meet our operating needs, scheduled capital expenditures and debt
service for fiscal 2002.
10
For the 26 weeks ended May 4, 2002, depreciation was $6,852,000 while capital
expenditures totaled $5,875,000, compared to $6,165,000 and $5,817,000,
respectively, in the prior year period. The increase in depreciation was the
result of the purchase of equipment and leasehold improvements for the three
locations remodeled in fiscal 2001, the new location opened in Middletown, New
Jersey in November 2001, as well as one additional capitalized real estate
lease.
During the six months ended May 4, 2002, the Company repurchased a total of
102,853 shares of Common Stock under the stock repurchase program announced on
June 8, 2001. 102,653 of these shares were purchased in privately negotiated
transactions. 6,377 of these shares were owned by a member of the family of
Joseph J. Saker, the Company's Chairman and were purchased for an average of
$39.52 per share. $4,523,670, or an average of $43.98 per share, was expended
for the purchase of the 102,853 shares. Since the announcement of the stock
repurchase program, the Company has repurchased 131,923 shares for $5,591,597 or
an average of $42.39 per share.
Results of Operations (13 weeks ended May 4, 2002 compared to 13
weeks ended April 28, 2001)
Sales:
Same store sales from the twenty one stores in operation in both periods
increased 2.7%. This increase in comparable store sales was partially offset by
decreased sales in certain of the Company's stores affected by competitive store
openings. Sales for the current period totaled $235.2 million as compared to
$223.9 million in the prior year period.
Sales for the current quarter included the operations of one new location opened
in November 2001 in Middletown, New Jersey which replaced an older, smaller
store in the same shopping center.
Gross Profit:
Gross profit as a percent of sales increased to 25.0% of sales compared to 24.8%
in the prior year period. Patronage dividends, applied as a reduction of the
cost of merchandise sold, were $1.7 million in the current period compared to
$1.5 million in the prior year period. Gross profit as a percentage of sales
increased primarily as a result of improved product mix and the contribution of
the new Middletown location. These increases were offset in part by programs
implemented in certain of the Company's stores to address competitive store
openings.
Operating Expenses:
Operating, general and administrative expenses as a percent of sales were 24.0%
versus 23.3% in the prior year period. The increase in operating, general and
administrative expenses as a percent of sales was primarily due to increases in
certain expense categories as a percentage of sales. As a percentage of sales,
labor and related fringe benefits increased .86%, depreciation, including
depreciation on capitalized leases, increased .08% and administrative expense
increased .06%. These increases were partially offset by decreases in
advertising and promotion expense of .18% and occupancy expense of .14%. The
increase in labor and related fringe benefits was the result of additional
personnel for the new Middletown store, increased sales in service intensive
departments and contractual increases in fringe benefits.
11
Interest Expense:
Interest expense increased to $2,080,000 from $1,907,000, while interest income
was $31,000 compared to $74,000 for the prior period. The increase in interest
expense for the current year period was due to an increase in average
outstanding debt, including increased capitalized lease obligations, partially
offset by a decrease in the average interest rate paid on debt.
Income Taxes:
An income tax rate of 40% has been used in both the current and prior year
periods based on the expected effective tax rates.
Net Income:
Net income was $183,000 in the current year period compared to $963,000 in the
prior year period. Earnings before interest, taxes, depreciation and
amortization ("EBITDA") for the current period were $5,916,000 as compared to
$6,682,000 in the prior year period. Net income per common share on a diluted
basis was $.17 in the current period compared to $.86 in the prior year period.
Per share calculations are based on 1,101,999 shares outstanding in the current
year period and 1,117,290 shares outstanding in the prior year period.
Results of Operations (26 weeks ended May 4, 2002 compared to 26 weeks
ended April 28, 2001)
Sales:
Same store sales from the twenty one stores in operation in both periods
increased 3.2%. This increase in comparable store sales was partially offset by
decreased sales in certain of the Company's stores affected by competitive store
openings. Sales for the current twenty six week period totaled $487.3 million as
compared to $462.5 million in the prior year period. Sales for the current
twenty six week period included the operations of one new location opened in
Middletown, New Jersey in November 2001 which replaced an older, smaller store
in the same shopping center.
Gross Profit:
Gross profit as a percent of sales increased to 25.1% of sales compared to 24.5%
in the prior year period. Patronage dividends, applied as a reduction of the
cost of merchandise sold, were $3.4 million in the current period compared to
$3.1 million in the prior year period. Gross profit as a percentage of sales
increased primarily as a result of improved product mix and the contribution of
the new location. These increases were offset in part by programs implemented in
certain of the Company's stores to address competitive store openings.
Operating Expenses:
Operating, general and administrative expenses as a percent of sales were 23.8%
versus 22.9% in the prior year period. The increase in operating, general and
administrative expenses as a percent of sales was primarily due to increases in
certain expense categories as a percentage of sales. As a percentage of sales,
labor and related fringe benefits increased .84%, depreciation, including
depreciation on capitalized leases, increased .08%, administrative expense
12
increased .10%, other store expenses, which include Wakefern support services
and debit/credit card fees, increased .05% and pre-opening costs increased .05%.
These increases were partially offset by decreases in occupancy expense of .18%
and advertising and promotion expense of .11%. The increase in labor and related
fringe benefits was the result of additional personnel for the new Middletown
store, increased sales in service intensive departments and contractual
increases in fringe benefits. Pre-opening costs were for the new Middletown
store opened in November 2001.
Interest Expense:
Interest expense was basically unchanged at $3,987,000 compared to $3,990,000,
while interest income was $71,000 compared to $153,000 for the prior year
period. Increases in interest expense for the current year period due to an
increase in average outstanding debt, including increased capitalized lease
obligations, were offset by a decrease in the average interest rate paid on
debt.
Income Taxes:
An income tax rate of 40% has been used in both the current and prior year
periods based on the expected effective tax rates.
Net Income:
Net income was $1,450,000 in the current year period compared to $2,131,000 in
the prior year period. Earnings before interest, taxes, depreciation and
amortization ("EBITDA") for the current period were $13,406,000 as compared to
$13,827,000 in the prior year period. Net income per common share on a diluted
basis was $1.30 in the current period compared to $1.91 in the prior year
period. Per share calculations are based on 1,118,497 shares outstanding in the
current period and 1,117,290 shares outstanding in the prior year period.
13
PART II
OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Securityholders
The Company held its 2002 Annual Meeting of Shareholders (the "Meeting") on May
8, 2002. At the Meeting, shareholders were asked to vote upon the (i) the
election of directors; (ii) an amendment to the Company's Amended and Restated
Certificate of Incorporation to provide for the classification of the Company's
Board of Directors into five classes of directors with staggered terms (the "COI
Amendment"); and (iii) an amendment to the Company's 2001 Stock Incentive Plan
reserving an additional 65,000 shares of the Company's Common Stock for issuance
under the 2001 Stock Incentive Plan. The results of the voting were as follows:
Broker
For Against Withheld Abstain Non-Votes
Election of Directors: 1
Robert H. Hutchins 759,208 -0- 213,987 -0-
Albert A. Zager 759,208 -0- 213,987 -0-
Charles T. Parton 759,208 -0- 213,987 -0-
Richard J. Saker 759,208 -0- 213,987 -0-
Joseph J. Saker 759,208 -0- 213,987 -0-
Amendment of the
Company's Amended
and Restated Certificate
of Incorporation 632,386 311,850 -0- 753 3,880
Amendment of the
Company's 2001 Stock
Incentive Plan 607,380 310,018 -0- 479 3,880
1 The COI Amendment was approved at the Meeting. Accordingly, Robert H. Hutchins
was elected as a Class I director to serve for an initial term expiring at the
Company's Annual Meeting of Shareholders in 2003; Albert A. Zager was elected as
a Class II director to serve for an initial term expiring at the Company's
Annual Meeting of Shareholders in 2004; Charles T. Parton was elected as a Class
III director to serve for an initial term expiring at the Company's Annual
Meeting of Shareholders in 2005; Richard J. Saker was elected as a Class IV
director to serve for an initial term expiring at the Company's Annual Meeting
of Shareholders in 2006; and Joseph J. Saker was elected as a Class V director
to serve for an initial term expiring at the Company's Annual Meeting of
Shareholders in 2007 (or in all cases until their successors have been elected
and qualified). Commencing with the election of directors at the 2003 annual
meeting of shareholders, election of directors will be for five year terms.
14
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
None
(b) Reports on Form 8-K.
April 5, 2002 - Foodarama Supermarkets, Inc. issued a
press release announcing the repurchase of 78,466 common
shares from the Dinger Group. Additionally, the Company's
Credit Agreement was amended to allow for repurchases of
shares having a value of up to $5,600,000. A press release
dated April 2, 2002 was filed as an exhibit.
April 10, 2002 - Foodarama Supermarkets, Inc. issued a
press release announcing that it had substantially
completed the repurchase of the shares from the Dinger
Group and that these shares would not be eligible to vote
at the 2002 annual meeting of shareholders. Additionally,
the Company announced that a shareholders derivative
action has been commenced against the members of the Board
of Directors and certain officers of the Company. A press
release dated April 5, 2002 was filed as an exhibit.
April 19, 2002 - Foodarama Supermarkets, Inc. issued a
press release announcing that it had changed the time of
its Annual Meeting of Shareholders. A press release dated
April 19, 2002 was filed as an exhibit.
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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 17, 2002 /S/ MICHAEL SHAPIRO
----------------------------
(Signature)
Michael Shapiro
Senior Vice President
Chief Financial Officer
Date: June 17, 2002 /S/ THOMAS H. FLYNN
---------------------------
(Signature)
Thomas H. Flynn
Director of Accounting
Principal Accounting Officer
16