-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wo3Ud3kfBbQ5XKF5FdgLVEKRT1upczCfX81qKBOnDQ7z1Sx+CS0knQdgYKrEz0hu udzb+SzbCbdKVb66lVl+rg== 0000945800-97-000007.txt : 19970604 0000945800-97-000007.hdr.sgml : 19970604 ACCESSION NUMBER: 0000945800-97-000007 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970419 FILED AS OF DATE: 19970603 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOMINICKS FINER FOODS INC /DE/ CENTRAL INDEX KEY: 0000945800 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 363168270 STATE OF INCORPORATION: DE FISCAL YEAR END: 1029 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-92700 FILM NUMBER: 97618438 BUSINESS ADDRESS: STREET 1: 505 RAILROAD AVE CITY: NORTHLAKE STATE: IL ZIP: 60164 BUSINESS PHONE: 7085621000 MAIL ADDRESS: STREET 1: 505 RAILROAD AVE CITY: NORTHLAKE STATE: IL ZIP: 60164 10-Q 1 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 quarter ended April 19, 1997 Commission file number 33-92700 DOMINICK'S FINER FOODS, INC. (Exact name of registrant as specified in charter) Delaware 36-3168270 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 505 Railroad Avenue Northlake, Illinois 60164 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (708) 562-1000 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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days. YES [X] NO [ ]. At May 27, 1997 there were 1,000 shares of Common Stock outstanding. As of such date, all of the outstanding shares of Common Stock were held by Dominick's Supermarkets, Inc. and there was no public market for the Common Stock. TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Item 1. Consolidated Financial Statements Consolidated Balance Sheets as of April 19, 1997 (unaudited) and November 2, 1996 1 Consolidated Statements of Operations for the 12 weeks ended April 19, 1997 and April 13, 1996 (unaudited) 2 Consolidated Statements of Operations for the 24 weeks ended April 19, 1997 and April 13, 1996 (unaudited) 3 Consolidated Statements of Cash Flows for the 24 weeks ended April 19, 1997 and April 13, 1996 (unaudited) 4 Notes to Consolidated Financial Statements (unaudited) 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6 PART II. OTHER INFORMATION Item 1. Legal Proceedings 9 Item 2. Changes in Securities 10 Item 3. Defaults Upon Senior Securities 10 Item 4. Submission of Matters to a Vote of Security Holders 10 Item 5. Other Information 10 Item 6. Exhibits and Reports on Form 8-K 10 Signatures 11 PART I. FINANCIAL INFORMATION Item 1. Consolidated Financial Statements DOMINICK'S FINER FOODS, INC. CONSOLIDATED BALANCE SHEETS (in thousands) April 19, 1997 November 2, 1996 ASSETS (unaudited) Current assets: Cash and cash equivalents $ 27,644 $ 32,735 Receivables, net 25,267 16,723 Inventories 217,726 203,411 Prepaid expenses and other 22,570 21,860 Total current assets 293,207 274,729 Property and equipment, net 390,279 368,224 Other assets: Deferred financing costs, net 11,057 11,524 Goodwill, net 415,176 420,182 Other, net 26,884 27,546 Total other assets 453,117 459,252 Total assets $ 1,136,603 $ 1,102,205 LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities: Accounts payable $ 185,195 $ 187,787 Accrued payroll and related liabilities 34,101 30,896 Taxes payable 28,781 18,234 Other accrued liabilities 72,547 61,465 Current portion of long-term debt 2,880 376 Current portion of capital lease obligations 11,755 9,676 Total current liabilities 335,259 308,434 Long-term debt: Bank credit facilities and other 195,953 200,644 Senior subordinated debt 200,000 200,000 Capital lease obligations 133,636 130,052 Deferred income taxes and other liabilities 83,870 84,004 Stockholder's equity: Common Stock, $.01 par value 1,000 shares, authorized and issued - - Additional paid-in capital 193,983 193,951 Accumulated deficit (6,098) (14,880) Total stockholder's equity 187,885 179,071 Total liabilities and stockholder's equity $ 1,136,603 $ 1,102,205 See accompanying notes.
DOMINICK'S FINER FOODS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands) (unaudited) 12 Weeks 12 Weeks Ended Ended April 19, 1997 April 13, 1996 Sales $ 583,455 $ 556,880 Cost of sales 442,427 427,872 Gross profit 141,028 129,008 Selling, general and administrative expenses 119,219 110,121 Operating income 21,809 18,887 Interest expense 13,765 15,816 Income before income taxes 8,044 3,071 Income tax expense 4,163 2,343 Net income $ 3,881 $ 728 See accompanying notes
DOMINICK'S FINER FOODS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands) (unaudited) 24 Weeks 24 Weeks Ended Ended April 19, 1997 April 13, 1996 Sales $ 1,186,378 $ 1,141,242 Cost of sales 903,043 880,282 Gross profit 283,335 260,960 Selling, general and administrative expenses 238,231 222,744 Operating income 45,104 38,216 Interest expense 27,142 32,330 Income before income taxes 17,962 5,886 Income tax expense 9,179 4,489 Net income $ 8,783 $ 1,397 See accompanying notes.
DOMINICK'S FINER FOODS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) 24 Weeks 24 Weeks Ended Ended April 19, 1997 April 13, 1996 Cash flows from operating activities: Net income $ 8,783 $ 1,397 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 25,389 20,599 Amortization of deferred financing costs 516 1,371 Gain on disposal of assets (77) - Changes in operating assets and liabilities: Receivables (8,544) 7,695 Inventories (14,316) 5,760 Prepaid expenses (926) (2,197) Accounts payable (2,592) (25,372) Accrued liabilities and taxes payable 22,795 (6,656) Total adjustments 22,245 1,199 Net cash provided by operating activities 31,028 2,597 Cash flows from investing activities: Capital expenditures (37,490) (7,657) Other 120 201 Net cash used in investing activities (37,370) (7,456) Cash flows from financing activities: Principal payments for long-term debt and capital lease obligations (6,901) (17,260) Proceeds from sale-leaseback of assets 9,844 21,904 Decrease in revolving debt (2,000) - Deferred financing costs and other 308 (410) Net cash provided by financing activities 1,251 4,234 Net decrease in cash and cash equivalents (5,091) (625) Cash and cash equivalents at beginning of period 32,735 55,551 Cash and cash equivalents at end of period $ 27,644 $ 54,926 See accompanying notes.
DOMINICK'S FINER FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 1. Summary of Significant Accounting Policies Basis of Presentation The consolidated balance sheet of Dominick's Finer Foods, Inc. (together with its subsidiaries, the "Company") as of April 19, 1997, and the consolidated statements of operations and cash flows for the 12 week and 24 week periods ended April 19, 1997 and April 13, 1996 are unaudited, but include all adjustments which the Company considers necessary for a fair presentation of its consolidated financial position, results of operations and cash flows for these periods. These interim financial statements do not include all disclosures required by generally accepted accounting principles and, therefore, should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended November 2, 1996. Results of operations for interim periods are not necessarily indicative of the results for a full fiscal year. The Company is a wholly owned subsidiary of Dominick's Supermarkets, Inc. ("Supermarkets"). On November 1, 1996, $35.9 million of the proceeds of Supermarkets' initial public offering, together with $45.0 million of available cash and $193.6 million of proceeds under the New Credit Facility was used to repay all of the outstanding borrowings under the Company's prior credit facility. The remaining proceeds were used to terminate a consulting agreement. The Company uses a 52-53 week fiscal year ending on the Saturday closest to October 31. The Company operates supermarkets in Chicago, Illinois, and its suburbs. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Inventories Inventories are stated at the lower of cost, primarily using the last- in, first-out (LIFO) method, or market. If inventories had been valued using replacement cost, inventories would have been higher by $4,563,000 and $3,355,000 at April 19, 1997 and November 2, 1996, respectively, and gross profit and operating income would have been greater by $1,208,000, $604,000, $900,000 and $450,000 for the 24 weeks and 12 weeks ended April 19, 1997 and April 13, 1996, respectively. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations The following table sets forth the historical results of the Company for the 12 weeks ended April 19, 1997, the 12 weeks ended April 13, 1996, the 24 weeks ended April 19, 1997 and for the 24 weeks ended April 13, 1996, expressed in millions of dollars and as a percentage of sales. 12 Weeks Ended 24 Weeks Ended April 19, 1997 April 13, 1996 April 19, 1997 April 13, 1996 (unaudited) Sales $583.5 100.0% $556.9 100.0% $1,186.4 100.0% $1,141.2 100.0% Gross profit 141.0 24.2% 129.0 23.2% 283.3 23.9% 261.0 22.9% Selling, general and administrative expenses 119.2 20.4% 110.1 19.8% 238.2 20.1% 222.8 19.5% Operating income 21.8 3.8% 18.9 3.4% 45.1 3.8% 38.2 3.4% Interest expense 13.8 2.4% 15.8 2.8% 27.1 2.3% 32.3 2.8% Income tax expense 4.1 0.7% 2.4 0.4% 9.2 0.8% 4.5 0.4% Net income 3.9 0.7% 0.7 0.1% 8.8 0.7% 1.4 0.1%
Comparison of Results of Operations for the 12 Weeks Ended April 19, 1997 with the 12 Weeks Ended April 13, 1996 Sales: Sales increased $26.6 million, or 4.8%, from $556.9 million in the 12 weeks ended April 13, 1996 to $583.5 million in the 12 weeks ended April 19, 1997. The increase in sales in the fiscal 1997 period was primarily attributable to the opening of four new Dominick's Fresh Stores in the fourth quarter of fiscal 1996 and an increase in comparable store sales of 1.6%. Gross Profit: Gross profit increased $12.0 million, or 9.3%, from $129.0 million in the 12 weeks ended April 13, 1996 to $141.0 million in the 12 weeks ended April 19, 1997. Gross profit as a percentage of sales increased from 23.2% in the 12 weeks ended April 13, 1996 to 24.2% in the 12 weeks ended April 19, 1997, due primarily to the Company's ongoing efforts to reduce its cost of goods through purchasing improvements and to increase sales and margins in its grocery and drug departments. Selling, General and Administrative Expenses: Selling, general and administrative expenses ("SG&A") increased $9.1 million, or 8.3%, from $110.1 million in the 12 weeks ended April 13, 1996 to $119.2 million in the 12 weeks ended April 19, 1997. SG&A as a percentage of sales increased from 19.8% in the 12 weeks ended April 13, 1996 to 20.4% in the 12 weeks ended April 19, 1997. The increase in SG&A as a percentage of sales was primarily attributable to planned increases in rent and occupancy costs associated with new and replacement stores opening in the second half of fiscal 1996. Operating Income: Operating income for the 12 weeks ended April 19, 1997 increased $2.9 million, or 15.3%, from $18.9 million in the 12 weeks ended April 13, 1996 to $21.8 million as a result of the factors discussed above. Interest Expense: Interest expense decreased from $15.8 million in the 12 weeks ended April 13, 1996 to $13.8 million in the 12 weeks ended April 19, 1997. The decrease in interest expense was due to a reduced level of indebtedness and lower interest costs following the Supermarkets' initial public offering. Net Income: Net income increased $3.2 million from $0.7 million in the 12 weeks ended April 13, 1996 to $3.9 million in the 12 weeks ended April 19, 1997 as a result of the factors discussed above. Comparison of Results of Operations for the 24 Weeks Ended April 19, 1997 with the 24 Weeks Ended April 13, 1996. Sales: Sales increased $45.2 million, or 4.0%, from $1,141.2 million in the 24 weeks ended April 13, 1996 to $1,186.4 million in the 24 weeks ended April 19, 1997. The increase in sales in the fiscal 1997 period was primarily attributable to the opening of four new Dominick's Fresh Stores in the fourth quarter of fiscal 1996 and an increase in comparable store sales of 0.4%. Gross Profit: Gross profit increased $22.3 million, or 8.5%, from $261.0 million in the 24 weeks ended April 13, 1996 to $283.3 million in the 24 weeks ended April 19, 1997. Gross profit as a percentage of sales increased from 22.9% in the 24 weeks ended April 13, 1996 to 23.9% in the 24 weeks ended April 19, 1997, due primarily to the Company's ongoing efforts to reduce its cost of goods through purchasing improvements and to increase sales and margins in its grocery and drug departments. Selling, General and Administrative Expenses: SG&A increased $15.4 million, or 6.9%, from $222.8 million in the 24 weeks ended April 13, 1996 to $238.2 million in the 24 weeks ended April 19, 1997. SG&A as a percentage of sales increased from 19.5% in the 24 weeks ended April 13, 1996 to 20.1% in the 24 weeks ended April 19, 1997. The increase in SG&A as a percentage of sales was primarily attributable to planned increases in rent and occupancy costs associated with new and replacement stores opening in the second half of fiscal 1996. Operating Income: Operating income for the 24 weeks ended April 19, 1997 increased $6.9 million, or 18.1%, from $38.2 million in the 24 weeks ended April 13, 1996 to $45.1 million as a result of the factors discussed above. Interest Expense: Interest expense decreased from $32.3 million in the 24 weeks ended April 13, 1996 to $27.1 million in the 24 weeks ended April 19, 1997. The decrease in interest expense was due to a reduced level of indebtedness and lower interest costs following Supermarkets' initial public offering. Net Income: Net income increased $7.4 million from $1.4 million in the 24 weeks ended April 13, 1996 to $8.8 million in the 24 weeks ended April 19, 1997 as a result of the factors discussed above. Liquidity and Capital Resources The Company's principal sources of liquidity are cash flow from operations, borrowings under the New Revolving Facility (as defined below) and capital and operating leases. The Company's principal uses of liquidity are to provide working capital, finance capital expenditures and meet debt service requirements. On November 1, 1996, $35.9 million of the proceeds of Supermarkets' initial public offering, together with $45.0 million of available cash and $193.6 million of proceeds under the New Credit Facility (defined below) was used to repay all of the outstanding borrowings under the Company's prior credit facility. The remaining proceeds were used to terminate a consulting agreement. As a result of these changes, the Company's overall level of indebtedness was reduced. On November 1, 1996, the Company entered into a credit facility with a syndicate of financial institutions (the "New Credit Facility"). The New Credit Facility provides for a $100 million amortizing term loan (the "New Term Loan"), a $105 million revolving term facility (the "New Revolving Term Facility") and a $120 million revolving facility (the "New Revolving Facility," and together with the New Revolving Term Facility, the "New Revolving Facilities"), each of which has a six and one-half year term. The New Revolving Facility is available for working capital and general corporate purposes, including up to $50 million to support letters of credit. Up to $20 million of the New Revolving Facility is available as a swingline facility (i.e., a facility which permits same-day borrowings directly from the agent under the New Credit Facility). The New Credit Facility has no annual clean-down provision. The New Term Loan requires quarterly amortization payments commencing in the second quarter of fiscal 1998 in amounts ranging from $2.5 million to $7.5 million per quarter. The Company will also be required to make prepayments under the New Credit Facility, subject to certain exceptions, with a percentage of its consolidated excess cash flow and with the proceeds from certain asset sales, issuance of debt securities and any pension plan reversions. The Company generated approximately $31.0 million of net cash from operating activities during the 24 weeks ended April 19, 1997 compared to $2.6 million in the same period last year. The increase in cash provided by operating activities during the 24 weeks ended April 19, 1997 is attributable to higher operating income and the timing of cash payments for interest. Supermarket operators typically require small amounts of working capital since inventory is generally sold prior to the time that payments to suppliers are due. This reduces the need for short-term borrowings and allows cash from operations to be used for non-current purposes such as financing capital expenditures and other investing activities. Consistent with this pattern, the Company had a working capital deficit of $42.1 million at April 19, 1997. The Company used $37.4 million in investing activities for the 24 weeks ended April 19, 1997, which consisted principally of capital expenditures related to new stores, store remodels, and, to a lesser extent, expenditures for warehousing, distribution and manufacturing facilities and equipment, including data processing and computer systems. The Company plans to make gross capital expenditures of approximately $48 million (or $26 million net of expected capital leases) in the second half of fiscal 1997. Such expenditures consist of approximately $36 million related to remodels and new stores, as well as ongoing store expenditures for equipment and maintenance, and approximately $12 million related to warehousing, distribution and manufacturing facilities and equipment, including data processing and computer systems. Management expects that these capital expenditures will be financed primarily through cash flow from operations and lease financing. During the 24 weeks ended April 19, 1997, the Company sold and leased-back under capital leases approximately $10 million of certain existing owned equipment. The capital expenditure plans discussed above do not include potential acquisitions which the Company could make to expand within its existing market or to enter contiguous markets. The Company considers such acquisition opportunities from time to time. In March 1997, the Company completed the purchase of Byerly's two Chicago area stores. Any such future acquisition, depending on its size and the form of consideration, may require the Company to seek additional debt or equity financing. The Company, in the ordinary course of its business, is party to various legal actions. One case currently pending alleges gender discrimination by the Company and seeks compensatory and punitive damages in an unspecified amount. The plaintiffs' motion for class certification was recently granted by the Court as to the female subclass. Due to the numerous legal and factual issues which must be resolved during the course of this litigation, the Company is unable to predict the ultimate outcome of this lawsuit. If the Company were held liable for the alleged discrimination (or otherwise concludes that it is in the Company's best interest to settle the matter), it could be required to pay monetary damages (or settlement payments) which depending on the theory of recovery or the resolution of the plaintiffs' claims for compensatory and punitive damages, could be substantial and could have a material adverse effect on the Company. Based upon the current state of the proceedings, the Company's assessment to date of the underlying facts and circumstances and the other information currently available, and although no assurances can be given, the Company does not believe that the resolution of this litigation will have a material adverse effect on the Company's overall liquidity. As additional information is gathered and the litigation proceeds, the Company will continue to assess its potential impact. The Company is highly leveraged. Based upon current levels of operations and anticipated cost savings and future growth, the Company believes that its cash flows from operations, together with available borrowings under the New Revolving Facilities and its other sources of liquidity (including capital and operating leases), will be adequate to meet its anticipated requirements for working capital, debt service and capital expenditures over the next few years. However, there can be no assurance that the Company will generate sufficient cash flow from operations or that it will be able to make future borrowings under the New Credit Facility. Effects of Inflation The Company's primary costs, inventory and labor, are affected by a number of factors that are beyond its control, including the availability and price of merchandise, the competitive climate and general and regional economic conditions. As is typical of the supermarket industry, the Company has generally been able to maintain gross profit margins by adjusting its retail prices, but competitive conditions may from time to time render it unable to do so while maintaining its market share. Cautionary Statement for Purposes of "Safe Harbor Provisions" of the Private Securities Litigation Reform Act of 1995 When used in this report, the words "believe," "estimate," "expect," "project" and similar expressions, together with other discussion of future trends or results, are intended to identify 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 statements are subject to certain risks and uncertainties, including those discussed below, that could cause actual results to differ materially from those projected. These forward-looking statements speak only as of the date hereof. All of these forward-looking statements are based on estimates and assumptions made by management of the Company, which although believed to be reasonable, are inherently uncertain and difficult to predict; therefore, undue reliance should not be placed upon such estimates. There can be no assurance that the savings or other benefits anticipated in these forward looking statements will be achieved. The following important factors, among others, could cause the Company not to achieve the cost savings or other benefits contemplated herein or otherwise cause the Company's results of operations to be adversely affected in future periods: (i) continued or increased competitive pressures from existing competitors and new entrants, including price-cutting strategies; (ii) unanticipated costs related to the Company's growth and operating strategies; (iii) loss or retirement of key members of management; (iv) inability to negotiate more favorable terms with suppliers or to improve working capital management; (v) increase in interest rates of the Company's cost of borrowing or a default under any material debt agreements; (vi) inability to develop new stores in advantageous locations or to successfully convert existing stores: (vii) prolonged labor disruption; (vii) deterioration in general of regional economic conditions; (ix) adverse state or federal legislation or regulation that increases the cost of compliance, or adverse findings by a regulator with respect to existing operations; (x) loss of customers as result of the conversion of store formats; (xi) adverse determinations in connection with pending or future litigation or other material claims and judgments against the Company; (xii) inability to achieve future sales; and (xiii) the unavailability of funds for capital expenditures. Many of such factors are beyond the control of the Company. In addition, there can be no assurance that unforeseen costs and expenses or other factors will not offset or adversely affect the projected cost savings or other benefits in whole or in part. PART II. OTHER INFORMATION Item 1. Legal Proceedings On March 16, 1995, a lawsuit was filed in the United States District Court for the Northern District of Illinois against Dominick's by two employees of the Company. The plaintiffs' original complaint asserted allegations of gender discrimination and sought compensatory and punitive damages in an unspecified amount. The plaintiffs filed an amended complaint on May 1, 1995. The amended complaint added four additional plaintiffs and asserted allegations of gender and national origin discrimination. The plaintiffs filed a second amended complaint on August 16, 1996 adding three additional plaintiffs. On April 8, 1997 the plaintiffs' motion for class certification was granted by the court as to the female subclass. The Company plans to vigorously defend this lawsuit. Due to the numerous legal and factual issues which must be resolved during the course of this litigation, the Company is unable to predict the ultimate outcome of this lawsuit. If the Company was held liable for the alleged discrimination (or otherwise concludes that it is in the Company's best interest to settle the matter), it could be required to pay monetary damages (or settlement payments) which depending on the theory of recovery or the resolution of the plaintiffs' claims for compensatory and punitive damages, could be substantial and could have a material adverse effect on the Company. Based upon the current state of the proceedings, the Company's assessment to date of the underlying facts and circumstances and the other information currently available, and although no assurances can be given, the Company does not believe that the resolution of this litigation will have a material adverse effect on the Company's overall liquidity. As additional information is gathered and the litigation proceeds, the Company will continue to assess its potential impact. Item 2. Changes in Securities None. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K Exhibit 27 - Financial Data Schedule SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: June 2, 1997 DOMINICK'S FINER FOODS, INC. /s/Robert A. Mariano Robert A. Mariano President and Chief Executive Officer /s/ Darren W. Karst Darren W. Karst Executive Vice President, Chief Financial Officer
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5 1000 6-MOS NOV-01-1997 APR-19-1997 27,644 0 25,267 0 217,726 293,207 390,279 0 1,136,603 335,259 0 0 0 1 187,885 1,136,603 1,186,378 1,186,378 903,043 903,043 0 0 27,142 17,962 9,179 8,783 0 0 0 8,783 8,783 8,783
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