<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(AMENDMENT NO. 1)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 25, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ___________
Commission file number: 000-28590
FINE HOST CORPORATION
Delaware 06 - 1156070
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3 Greenwich Office Park
Greenwich, CT 06831
(203) 629 - 4320
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 the past 90 days. Yes X No
----- -----
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No
----- -----
The Registrant had 6,212,016 shares of common stock, $.01 par value, outstanding
as of November 12, 1996.
<PAGE>
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Page No.
--------
ITEM 1 - Financial Statements (unaudited)
* Consolidated Balance Sheets (as restated) -
September 25, 1996 and December 27, 1995 3
* Consolidated Statements of Operations (as restated) -
Three and Nine Months Ended September 25, 1996 and
September 27, 1995 4
* Consolidated Statement of Stockholders' Equity (as
restated) - Nine Months Ended September 25, 1996 5
* Consolidated Statements of Cash Flows (as restated) -
Nine Months Ended September 25, 1996 and September 27,
1995 6
* Notes to Consolidated Financial Statements (as
restated) 7 - 15
ITEM 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations 16 - 19
PART II - OTHER INFORMATION
ITEM 6 - Exhibits and Reports on Form 8-K 20
Signature 21
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FINE HOST CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
September 25, 1996 December 27, 1995
------------------ -----------------
(unaudited)
ASSETS (as restated, see Note 10)
<S> <C> <C>
Current assets:
Cash $ 3,900 $ 634
Accounts receivable 12,611 6,782
Notes receivable 568 520
Inventories 3,135 2,099
Prepaid expenses and other current assets 1,636 1,330
-------- -------
Total current assets 21,850 11,365
Contract rights, net 11,964 6,316
Fixtures and equipment, net 15,464 13,271
Notes receivable 1,609 1,386
Excess of cost over fair value of net assets acquired, net 19,547 13,591
Other assets 4,489 3,059
-------- -------
Total assets $ 74,923 $48,988
======== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses 21,346 14,383
Current portion of long-term debt 862 2,981
Current portion of subordinated debt 1,532 1,745
-------- -------
Total current liabilities 23,740 19,109
Deferred income taxes 3,293 3,387
Long-term debt 13,548 15,326
Subordinated debt 4,438 8,879
-------- -------
Total liabilities 45,019 46,701
-------- -------
Stock warrants - 1,380
Stockholders' equity:
Convertible Preferred Stock, $.01 par value, 1,000,000 shares
authorized, 134,171 issued and outstanding at
December 27, 1995 - 1
Common Stock, $.01 par value, 25,000,000 shares authorized,
6,212,016 and 2,048,200 issued and outstanding at
September 25, 1996 and December 27, 1995, respectively 62 20
Additional paid-in capital 41,778 8,933
Accumulated deficit (11,747) (7,858)
Receivables from stockholders for purchase of Common Stock (189) (189)
-------- -------
Total stockholders' equity 29,904 907
-------- -------
Total liabilities and stockholders' equity $ 74,923 $48,988
======== =======
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
3
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
---------------------------- ----------------------------
(as restated, see Note 10)
September 25, September 27, September 25, September 27,
1996 1995 1996 1995
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net sales $37,730 $26,320 $88,996 $69,801
Cost of sales 33,239 22,975 79,466 62,773
------- ------- ------- -------
Gross profit 4,491 3,345 9,530 7,028
General and administrative expenses 4,501 3,248 10,894 8,484
------- ------- ------- -------
Income (loss) from operations (10) 97 (1,364) (1,456)
Interest expense, net 492 691 2,309 2,120
------- ------- ------- -------
Loss before tax benefit (502) (594) (3,673) (3,576)
Tax benefit (148) (217) (1,084) (1,304)
------- ------- ------- -------
Net loss (354) (377) (2,589) (2,272)
Accretion to redemption value of warrants - (212) (1,300) (286)
------- ------- ------- -------
Net loss attributable
to Common Stockholders $ (354) $ (589) $(3,889) $(2,558)
======= ======= ======= =======
Loss per share
of Common Stock $ (.06) $ (.29) $ (1.10) $ (1.25)
======= ======= ======= =======
Average number of shares
of Common Stock outstanding 6,165 2,048 3,523 2,048
======= ======= ======= =======
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
4
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Convertible Additional
Preferred Stock Common Stock Paid-In Accumulated
Shares Amount Shares Amount Capital Deficit
------ ------ ------ ------ ------- -------
(as restated, see Note 10)
<S> <C> <C> <C> <C> <C> <C>
Balance, December 27, 1995 134,171 $ 1 2,048,200 $20 $ 8,933 $ (7,858)
Stock warrant accretion (1,300)
Shares issued in connection
with Sun West acquisition 25,900 1 369
Shares issued in connection
with initial public offering 2,890,218 29 30,513
Conversion of Preferred Stock (134,171) (1) 939,197 9 (8)
Warrants exercised 123,585 1 608
Warrants redeemed (200)
Shares issued upon exercise
of over allotment option 174,500 1 1,454
Options exercised 2,916 - 19
Stock issued to non-employee
directors 7,500 1 90
Net loss (2,589)
--------- --- --------- --- ------- --------
Balance, September 25, 1996 - $ - 6,212,016 $62 $41,778 $(11,747)
========= === ========= === ======= ========
<CAPTION>
Receivables
from
Stockholders
for
Purchase of
Common Stockholders'
Stock Equity
----- ------
<S> <C> <C>
Balance, December 27, 1995 $(189) $ 907
Stock warrant accretion (1,300)
Shares issued in connection
with Sun West acquisition 370
Shares issued in connection
with initial public offering 30,542
Conversion of Preferred Stock -
Warrants exercised 609
Warrants redeemed (200)
Shares issued upon exercise
of over allotment option 1,455
Options exercised 19
Stock issued to non-employee
directors 91
Net loss (2,589)
----- -------
Balance, September 25, 1996 $(189) $29,904
===== =======
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
5
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
-----------------------------
September 25, September 27,
1996 1995
------------- -------------
(as restated, see Note 10)
<S> <C> <C>
Cash flows from operating activities:
Net income $ (2,589) $(2,272)
Adjustments to reconcile net loss to net cash (used in) provided by
operating activities:
Depreciation and amortization 2,387 2,429
Deferred income tax benefit (1,084) (1,303)
Changes in operating assets and liabilities:
Accounts receivable (3,787) (47)
Inventories (666) 83
Prepaid expenses and other current assets (1,195) (662)
Accounts payable and accrued expenses 2,901 605
Increase in other assets (740) (569)
-------- -------
Net cash used in operating activities (4,773) (1,736)
-------- -------
Cash flows from investing activities:
Direct payments to acquire contracts (3,951) (149)
Purchases of fixtures and equipment (2,771) (2,151)
Sale of fixtures and equipment 64 -
Acquisition of business, net of cash acquired (5,169) (1,899)
Collection of notes receivable 533 2,026
-------- -------
Net cash used in investing activities $(11,294) $(2,173)
======== =======
Cash flows from financing activities:
Borrowings under long-term debt agreement 14,367 8,284
Proceeds from issuance of preferred stock - 1,500
Proceeds from issuance of common stock 32,016 -
Payment of long-term debt (19,422) (1,674)
Payment of subordinated debt (8,037) (3,276)
Redemption of warrants (200) -
Proceeds from exercise of warrants 609 -
-------- -------
Net cash provided by financing activities 19,333 4,834
-------- -------
Net increase in cash 3,266 924
Cash, beginning of period 634 1,532
-------- -------
Cash, end of period 3,900 2,456
======== =======
</TABLE>
Supplemental disclosure of non-cash financing activities:
A capital lease obligation of $1,159 was incurred in the first quarter of
1996 when the Company entered into a lease agreement for new equipment.
See accompanying notes to unaudited consolidated financial statements.
6
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share and per share data)
(unaudited and as restated, see Note 10)
1. Summary of Significant Accounting Policies
BASIS OF PRESENTATION--The unaudited consolidated financial statements
include the accounts of the Company and its wholly-owned subsidiaries. All
significant intercompany transactions and accounts have been eliminated.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. The unaudited financial statements include all
adjustments, all of which are of a normal recurring nature, which, in the
opinion of management, are necessary for a fair presentation of the results of
operations for the three and nine months ended September 25, 1996 and September
27, 1995. The accompanying unaudited consolidated financial statements should be
read in conjunction with the consolidated financial statements of the Company
and notes thereto for the fiscal year ended December 25, 1996 included in the
Company's Annual Report on Form 10K/A.
LOSS PER SHARE--Loss per share of Common Stock is computed based on the
weighted average number of common and common equivalent shares outstanding
during each period, unless antidilutive. In calculating loss per share, net loss
has been increased for the accretion to the redemption value of warrants by
$1,300 for the six months ended September 25, 1996 and $212 and $286 for the
three and six months ended June 27, 1995, respectively.
2. ACQUISITIONS
On July 31, 1996, the Company acquired 100% of the outstanding stock of
Ideal Management Services, Inc. ("Ideal"). Ideal provides contract food and
beverage services to public school districts in New York State. The purchase
price was approximately $3,600, consisting of cash, convertible subordinated
notes with interest at 7 1/4%, and a seven year covenant not to compete. At
the option of the note holders, the outstanding principal balance of the notes
is convertible into Common Stock at a conversion price of $15 per share.
On March 25, 1996, the Company acquired 100% of the outstanding stock of
Sun West Services, Inc. ("Sun West"). Sun West provides contract food and
beverage services primarily in the education market as well as to other
institutional clients. The purchase price was approximately $5,200, consisting
of cash, five-year subordinated notes to the sellers with interest at 7% and
25,900 shares of Common Stock.
In July 1995, the Company acquired 100% of the outstanding stock of
Northwest Food Service, Inc. ("Northwest"). Northwest provides contract food and
beverage services, primarily in the education and corporate dining markets. The
purchase price was approximately $2,500 consisting of subordinated notes to the
seller and cash.
7
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED AND AS RESTATED, SEE NOTE 10)
The aforementioned acquisitions have been accounted for under the purchase
method of accounting and, accordingly, the accompanying unaudited consolidated
financial statements reflect the fair values of the assets acquired and
liabilities assumed or incurred as of the effective date of the acquisitions.
The results of operations of the acquired companies are included in the
accompanying unaudited consolidated financial statements since their respective
dates of acquisition.
The following table summarizes pro forma information as follows: (i) with
respect to the income statement data for the nine months ended September 27,
1995, as if the acquisitions of Ideal, Sun West, and Northwest had been
completed as of the beginning of such period; and (ii) with respect to the
income statement data for the nine months ended September 25, 1996, as if the
acquisition of Ideal and Sun West had been completed as of the beginning of such
period.
No adjustment for acquisition synergies (i.e. overhead reductions) have been
reflected:
NINE MONTHS ENDED
-----------------------------
SEPTEMBER 25, SEPTEMBER 27,
1996 1995
------------- -------------
SUMMARY STATEMENT OF INCOME DATA:
Net sales $97,451 $92,317
Loss from operations (1,513) (1,740)
Net Loss (2,966) (3,118)
Net Loss per share before warrant accretion $ (.84) $ (1.52)
======= =======
This pro forma information is provided for informational purposes only. It
is based on historical information and does not necessarily reflect the actual
results that would have occurred nor is it necessarily indicative of future
results of operations of the combined enterprise.
3. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of the following:
SEPTEMBER 25, DECEMBER 27,
1996 1995
------------- ------------
Accounts payable $ 8,266 $ 5,765
Accrued wages and benefits 3,961 1,607
Accrued rent to clients 4,013 2,994
Accrued other 5,106 4,017
------- -------
Total $21,346 $14,383
======= =======
8
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED AND AS RESTATED, SEE NOTE 10)
4. LONG-TERM DEBT
Long-term debt consists of the following:
SEPTEMBER 25, DECEMBER 27,
1996 1995
------------- ------------
Term Loan $ -- $ 9,100
Working Capital Line 10,417 6,000
Guidance Line 2,989 3,207
Capital Lease Obligation, effective interest
rate of 5.2% 1,004 -
------- -------
14,410 18,307
Less: current portion 862 2,981
------- -------
Total $13,548 $15,326
======= =======
The Company's bank agreement was amended and restated on June 19, 1996 in
connection with the initial public offering (the "Credit Facility") and provides
for (i) a working capital revolving credit line (the "Working Capital Line") for
general obligations and letters of credit of the Company, in the maximum amount
of $20,000 and (ii) a line of credit to provide for future expansion by the
Company (the "Guidance Line") in the maximum amount of $55,000. The maximum
borrowing under the Credit Facility was $75,000 as of June 19, 1996. The Credit
Facility terminates on April 30, 1999.
The Company's obligations under the Credit Facility are collateralized by a
pledge of shares of the common stock or other equity interests of the Company's
subsidiaries, as well as by certain fixtures and equipment, notes receivable and
other assets, as well as the receipt, if any, of certain funds paid to the
Company with respect to the termination of client contracts prior to their
expiration.
The Credit Facility contains various financial and other restrictions,
including, but not limited to, restrictions on indebtedness, capital
expenditures and commitments. Additional obligations require maintenance of
certain financial ratios, including the ratio of total debt to operating cash
flow, operating cash flow to cash interest expense, and minimum net worth and
operating cash flow. The Credit Facility also contains prohibitions on the
payment of dividends (see Note 9).
5. SUBORDINATED DEBT
In July 1996, as part of the acquisition of Ideal (see Note 2), the Company
issued to the stockholders of Ideal two convertible subordinated promissory
notes each with a face value of $710 at 7 1/4% interest per annum, payable in
quarterly installments. At the option of the note holders, the outstanding
principal balance of the notes is convertible into Common Stock at a conversion
price of $15 per share. The notes were discounted to present value using a
market rate of 13.0% and had a combined balance at September 25, 1996 of $1,213,
of which $957 was classified as long-term.
In March 1996, as part of the acquisition of Sun West (see Note 2), the
Company issued to the stockholders of Sun West the following: (1) a subordinated
promissory note with a face value of $1,350 at 7% interest per annum, payable in
four annual installments beginning in 1998; and (2) a subordinated promissory
note with a face value of $638 at 7% interest per annum, payable in three annual
installments beginning in 1997. The notes were discounted to present value using
a market rate of 10%. The respective balances at September 25, 1996 were $1,214
and $598, of which $1,183 and $326 were classified as long term.
9
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED AND AS RESTATED, SEE NOTE 10)
In July 1995, as part of the purchase price of Northwest (see Note 2), the
Company issued a $1,350 note to the seller at 6% interest per annum payable in
six equal annual installments. The note was discounted to present value using a
market rate of 12.5% and had a balance at September 25, 1996 of $1,197 of which
$967 was classified as long-term.
6. STOCKHOLDERS' EQUITY
On July 19, 1996, pursuant to the terms of the over-allotment option
granted to the underwriters of the Company's initial public offering, the
Company sold 174,500 shares of common stock at the initial public offering
price of $12.00 per share, generating net proceeds of approximately $1,500,
after deducting the underwriting discount and certain expenses. The net
proceeds have been invested in short term investments in accordance with the
Company's investment policy.
On June 19, 1996, the effective date of the initial public offering, the
Company sold 2,890,218 shares at a price of $12.00 per share, generating net
proceeds (including the net proceeds received by the Company upon the exercise
of certain warrants) of approximately $31,100, after deducting the underwriting
discount and offering expenses paid by the Company. The net proceeds were used
to repay obligations under the Company's credit facility in effect prior to the
public offering and subordinated notes, as well as the amount required to
repurchase certain warrants. In addition, all of the then outstanding Series A
Convertible Preferred Stock was converted into 939,197 shares of Common Stock.
On March 29, 1996, the Board of Directors authorized the filing of a
registration statement with the Securities and Exchange Commission for the sale
by the Company of 2,890,218 shares of Common Stock to the public. In connection
therewith, the Company's Board of Directors declared a 7-for-1 stock split in
the form of a stock dividend which was effected prior to the offering. Current
and prior year information has been restated to reflect this stock split.
7. INCOME TAXES
For the nine months ended September 25, 1996, the Company recorded a tax
benefit of $1,084, which was entirely deferred. In addition, the Company had,
for Federal income tax reporting, an estimated net operating loss carry forward
of approximately $6,664 that expires at various dates through 2011.
8. MAJOR CLIENT
During the nine months ended September 25, 1996 one client represented 9.6%
of net sales and for the nine months ended September 27, 1995 another client
represented 15.4% of net sales, respectively.
9. SUBSEQUENT EVENTS
On November 8, 1996, the Company acquired 100% of the stock of HCS
Management Corporation ("HCS"). HCS, through its operating subsidiaries,
provides non-patient contract food and other services to hospitals and
corporations. The purchase price was approximately $6,000 consisting of cash to
the seller plus assumed debt of HCS.
On December 8, 1996, the Company acquired 100% of the stock of Republic
Management Corp. ("Republic"). Republic provides contract food service and
vending to various corporations and elementary and secondary schools. The
purchase price was approximately $8,600 consisting of cash to the sellers, a
subordinated note payable with interest at 8 3/4% to one shareholder plus
assumed debt of Republic.
10
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED AND AS RESTATED, SEE NOTE 10)
On December 30, 1996, the Company acquired 100% of the stock of Service
Dynamics Corp. ("Service Dynamics"). Service Dynamics provides contract food
service to various corporations and schools. The purchase price was
approximately $3,000 consisting of cash paid to the seller.
On January 23, 1997, the Company acquired 100% of the stock of Versatile
Holding Corporation, which owns 100% of the stock of Serv-Rite Corporation
("Serv-Rite"), a contract food services management company that provides food
services to the education and business dining markets in New York and
Pennsylvania. The purchase price was approximately $7,500, consisting of cash
and assumed debt of Serv-Rite.
On February 7, 1997, the Company made a second offering, as authorized by
the Board of Directors, selling 2,689,000 shares at a price of $23.50 per share,
generating net proceeds (including the net proceeds received by the Company upon
the exercise of certain options) of approximately $59.1 million, after deducting
the underwriting discount and offering expenses paid by the Company. The net
proceeds were used to repay obligations under the Company's credit facility in
effect prior to the public offering and the remainder was invested in short term
investments in accordance with the Company's investment policy. Assuming this
transaction had occurred at the beginning of fiscal year 1996, supplemental pro
forma 1996 net loss per share would have been $0.27 and was calculated based
upon (i) net loss adjusted for the reduction in interest expense resulting from
the application of the net proceeds of the Offering to reduce indebtedness of
the Company and (ii) the average number of shares of Common Stock outstanding as
adjusted to reflect the sale of the Company of a number of shares in the
Offering.
On July 30, 1997, the Company entered into the Fourth Amended and Restated
Loan Agreement (the "Credit Facility"), a $200 million credit facility with Bank
Boston, N.A. as administrative agent, US Trust, a Documentation Agent, and
certain banks and other financial institutions party thereto. The credit
facility provides for (i) a five year working capital revolving credit line for
general corporate purposes and letters of credit, in the maximum aggregate
amount of $50 million (the "Working Capital Line") and (ii) a line of credit to
provide for future expansion by the Company, in the maximum amount of $150
million (the "Guidance Line"). The Working Capital Line provides funds for
liquidity, seasonal borrowing needs and other general corporate purposes.
Outstanding letters of credit issued under the Working Capital Line cannot
exceed $25 million in the aggregate. The Guidance Line is available on a
revolving basis until July 30, 2000, to fund the Company's acquisitions and for
investments made in connection with facility agreements. At July 30, 2000, all
loans outstanding under the Guidance Line will convert to term loans, payable
quarterly over a three-year period. Interest on all loans under the Credit
Facility are based on, at the Company's option, either a prime rate or a LIBOR
rate plus an incremental rate based on a ratio of debt to EBITDA, not to be less
than .75% or greater than 1.5%. EBITDA (as defined in the Credit Facility)
represents earnings before interest expense, income tax expense, depreciation
and amortization.
The Company's obligations under the Credit Facility are collateralized by a
pledge of shares of the common stock or other equity interests of the Company's
subsidiaries, as well as by certain fixtures and equipment, accounts receivable
and other assets, as well as the receipt, if any, of certain funds paid to the
Company with respect to the termination of client contracts prior to their
expiration.
The Credit Facility contains various financial and other restrictions,
including, but not limited to, restrictions on indebtedness, capital
expenditures, acquisitions and investments. In addition, the Credit Facility
requires maintenance of (i) certain financial ratios, including ratios of total
debt to EBITDA and EBITDA to interest paid and (ii) minimum EBITDA. The Company
is currently in default under certain provisions of the Credit Facility and, on
December 15, 1997, the Agent notified the Company that it would no longer extend
loans to the Company under the Credit Facility. As of February 28, 1998, the
Company had no outstanding loans under the Guidance Line or the Working Capital
Line but has outstanding obligations in respect of the Standby Letter of Credit
issued by BankBoston, N.A.; or the benefit of the Maryland Stadium Authority
("MSA") in the amount of $10,000 which letter of credit was issued to secure the
Company's obligation to pay
11
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED AND AS RESTATED, SEE NOTE 10)
MSA up to $20,000 over the term of the Company's Concessions Management
Agreement with the Baltimore Ravens Limited Partnership dated August 14, 1997.
On July 30, 1997, the outstanding principal balance of the Ideal
Convertible Notes were converted into 76,332 shares of common stock.
On August 6, 1997, the Company acquired 100% of the stock of Statewide
Industrial Catering, Inc. ("Statewide"). Statewide provides contract food
service to 25 school districts in the New York City Metropolitan Area. The
purchase price was $3,200, consisting of cash, assumed debt of Statewide and a
subordinated promissory note.
On August 27, 1997, the Company acquired 100% of the stock of Best, Inc.
("Best"). Best provides contract food service to approximately 150 healthcare,
corrections, business dining and education clients. The purchase price was
$26,500, consisting of cash and assumed debt.
On October 3, 1997, the Company acquired 100% of the stock of Total Food
Service Direction, Inc. ("Total"). Total provides contract food services to 35
business dining and educational facilities in southern Florida. The purchase
price was approximately $4,900, consisting of cash and subordinated promissory
notes to the sellers.
On October 27, 1997, the Company issued $175.0 million of 5% Convertible
Subordinated Notes due 2004 (the "Convertible Notes") in a private placement
under Rule 144A of the Securities Act of 1933. The Convertible Notes are
unsecured obligations of the Company and are convertible into common stock at a
conversion price of $44.50 per share. The net proceeds of $169.1 million, after
deducting discounts and certain expenses, were used to repay approximately $50.0
million in outstanding bank debt. The remaining proceeds were invested in
short-term investments in accordance with the Company's investment policy.
On December 12, 1997, the Company announced that the Audit Committee of its
Board of Directors had instructed the commencement of an inquiry into certain
accounting practices, including the capitalization of certain expenses, and that
the Audit Committee determined on December 12, 1997, based upon their
preliminary inquiry, that certain expenses incurred during 1997 were incorrectly
capitalized rather than expensed in the period in which they were incurred. The
Company stated that it believed the amounts would be material and that earnings
for each of the first three quarters of 1997 would need to be restated.
On December 15, 1997, the Company announced that preliminary indications
were that the accounting problems were not limited to the incorrect
capitalization of expenses and that periods prior to 1997 would also need to be
restated. The Company also stated that the outside directors of the Company's
Board of Directors (the "Outside Directors") had terminated the employment of
Richard E. Kerley, Chairman of the Board and Chief Executive Officer and Nelson
A. Barber, Senior Vice President and Treasurer.
On December 16, 1997, the Company retained a crisis management firm and
counsel to the Outside Directors retained an independent accounting firm to
conduct a forensic review of the of the Company's accounting practices. On
December 18, 1997, Neal F. Finnegan resigned as a director of the Company. On
December 19, 1997, the Board of Directors held a special meeting and appointed a
Special Committee (the "Special Committee") comprised of the Outside Directors.
The Nasdaq Stock Market ("Nasdaq") suspended trading in shares of the
Company's common stock on December 12, 1997. In early 1998, Nasdaq commenced a
proceeding to delist the common stock from trading. The Company promptly
appealed Nasdaq's determination, resulting in a stay of the proceeding pending a
hearing held on February 5, 1998. On March 3, 1998 trading in the Company's
common stock recommenced.
12
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED AND AS RESTATED, SEE NOTE 10)
Counsel to the Special Committee met with representatives of the
Securities and Exchange Commission (the "SEC") on January 12, 1998, at which
time the SEC indicated it was pursuing an informal investigation. In
February 1998, the SEC issued a formal order of investigation.
On January 21, 1997, Mr. Kerley resigned as a director of the Company.
Between December 15, 1997 and February 28, 1998, thirteen purported
class action lawsuits were filed in the United States District Court for the
District of Connecticut against the Company and certain of its officers
and/or directors. On or about January 30, 1998, the Company was named as a
defendant in an action arising out of the issuance and sale in October 1997
of $175 million in the aggregate principal amount of the Company's 5%
Convertible Subordinated Notes due 2004. The plaintiffs allegedly purchased
Convertible Notes in the aggregate principal amount of $7.5 million. The
complaint alleges, among other things, that the Offering Memorandum prepared
by the Company in connection with the offering contained materially false
information. The complaint asserts various claims against the Company,
including claims alleging violations of Section 10(b), 18(a) and 20(a) of the
Securities Exchange Act of 1934 and various rules promulgated thereunder, as
well as fraud and negligent misrepresentation. The relief sought by
plaintiffs includes damages, including the alleged difference in the value of
the Notes when purchased and their actual value, or alternatively rescission
of their purchase of the Convertible Notes, plus interest, costs and
disbursements, and attorneys' fees. The Company is currently reviewing these
complaints. The Company is currently unable to determine the potential
affect of these lawsuits on its financial condition, results of operations,
or cash flows.
In connection with the Company's private offering of the Convertible
Notes, the Company had agreed to file a shelf Registration Statement, which
would cause the Convertible Notes to be freely tradable. As a result of the
need to restate the financial statements, the Company has been unable to file
the shelf Registration Statement and, therefore, is obligated to pay
liquidated damages on the Convertible Notes, from January 25, 1998, in the
amount of $. 05 per week per thousand dollar principal amount, subject to
increase every quarter up to a maximum amount of approximately 1.3% per annum.
In connection with the inquiry and restatement described above, the Company
expects to incur costs of approximately $10 million to cover (i) the write-off
of deferred debt costs in connection with the Credit Facility which is no longer
available to the Company (see Note 4), (ii) the costs of legal, accounting and
crisis management fees, and (iii) the cost of rescinding the 10 year lease that
was signed in October 1997 for the relocation of its corporate headquarters.
Such costs are to be incurred in the fourth quarter of 1997 and throughout 1998.
The Company announced on February 11, 1998 that it had engaged Price
Waterhouse LLP as its independent auditor for the fiscal year ended December 31,
1997. Price Waterhouse replaced Deloitte & Touche LLP, who had served as the
Company's independent auditors since 1985.
10. RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS
Subsequent to the issuance of the Company's September 25, 1996 Consolidated
Financial Statements, the Company's management determined that (i) certain
overhead expenses had been improperly capitalized; (ii) insufficient reserves
and accruals had been recorded, including inappropriate purchase accounting
reserves; (iii) certain non-performing assets had not been written-off; (iv)
improper revenue recognition had been used in regards to certain contracts and
agreements; and (v) adjustments for the settlement of certain terminated
contracts were not recorded.
13
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED AND AS RESTATED, SEE NOTE 10)
As a result, the Company's financial statements as of September 25, 1996
and December 27, 1995 and for the three and nine months ended September 25,1996
and September 27, 1995 have been restated from the amounts previously reported
to (i) reflect certain items previously improperly capitalized as period costs;
(ii) adjust previously recorded reserves and accruals for certain items; (iii)
write off certain non-performing assets; (iv) properly recognize revenue related
to certain contracts and agreements; and (v) record adjustments for the
settlement of certain terminated contracts.
The summary of the significant effects of the restatement is as follows:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
--------------------------
SEPTEMBER 25, 1996 SEPTEMBER 27, 1995
------------------------ ------------------------
AS AS
PREVIOUSLY AS PREVIOUSLY AS
REPORTED RESTATED REPORTED RESTATED
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net Sales $37,272 $37,730 $26,340 $26,320
Cost of sales 32,766 33,239 23,002 22,975
Gross profit 4,506 4,491 3,338 3,345
General and admin. expenses 1,467 4,501 870 3,248
Income/(loss) from operations 3,039 (10) 2,468 97
Interest expense, net 496 492 642 691
Income/(loss) before tax provision 2,543 (502) 1,826 (594)
Tax provision/(benefit) 1,144 (148) 781 (217)
Net income/(loss) 1,399 (354) 1,045 (377)
Income/(loss) per share of
common stock .22 (.06) .26 (.29)
<CAPTION>
FOR THE NINE MONTHS ENDED
-------------------------
SEPTEMBER 25, 1996 SEPTEMBER 27, 1995
-------------------------- --------------------------
AS PREVIOUSLY AS AS PREVIOUSLY AS
REPORTED RESTATED REPORTED RESTATED
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net Sales $87,236 $88,996 $69,859 $69,801
Cost of sales 77,786 79,466 62,719 62,773
Gross profit 9,450 9,530 7,140 7,028
General and admin. expenses 4,044 10,894 2,883 8,484
Income/(loss) from operations 5,406 (1,364) 4,257 (1,456)
Interest expense, net 2,018 2,309 1,971 2,120
Income/(loss) before tax provision 3,388 (3,673) 2,286 (3,576)
Tax provision/(benefit) 1,480 (1,084) 959 (1,304)
Net income/(loss) 1,908 (2,589) 1,327 (2,272)
Income/(loss) per share of
common stock .14 (1.10) .31 (1.25)
</TABLE>
14
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED AND AS RESTATED, SEE NOTE 10)
<TABLE>
<CAPTION>
AS OF SEPTEMBER 25, 1996 AS OF DECEMBER 27, 1995
-------------------------- --------------------------
AS PREVIOUSLY AS AS PREVIOUSLY AS
REPORTED RESTATED REPORTED RESTATED
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Cash and Cash Equivalents $ 3,871 $ 3,900 $ 634 $ 634
Accounts receivable 13,970 12,611 7,548 6,782
Notes receivable 568 568 520 520
Inventories 3,018 3,135 2,099 2,099
Prepaid expenses and other
current assets 2,792 1,636 1,893 1,330
Total current assets 24,219 21,850 12,694 11,365
Contract rights, net 18,867 11,964 12,866 6,316
Fixtures and equipment, net 18,230 15,464 15,829 13,271
Notes receivable 1,596 1,609 1,391 1,386
Excess of cost over fair value of
net assets acquired, net 20,801 19,547 13,406 13,591
Other assets 8,223 4,489 4,395 3,059
Total assets 91,936 74,923 60,581 48,988
Accounts payable and accrued expenses 18,732 21,346 12,467 14,383
Current portion of long-term debt 598 862 2,981 2,981
Current portion of subordinated debt 1,532 1,532 1,745 1,745
Total current liabilities 20,862 23,740 17,193 19,109
Deferred income taxes 8,952 3,293 6,421 3,387
Long-term debt 12,808 13,548 15,326 15,326
Subordinated debt 4,438 4,438 8,879 8,879
Total liabilities 47,060 45,019 47,819 46,701
Stock Warrants - - 1,380 1,380
Additional paid-in capital 41,778 41,778 8,933 8,933
Retained earnings (accumulated deficit) 3,225 (13,047) 2,617 (7,853)
Total stockholders' equity 44,876 29,904 11,382 907
Total liabilities and stockholders' equity 91,936 74,923 60,581 48,988
</TABLE>
15
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The Company was formed in 1985 and has grown to become a leading
provider of food and beverage concession and catering services to more than
250 facilities in 35 states (including HCS Mangement Corporation acquired
November 8, 1996). The Company targets four distinct markets within the
contract food service industry: the recreation and leisure market
("Recreation and Leisure"), serving arenas, stadiums, amphitheaters, civic
centers and other recreational facilities; the convention center market
("Convention Centers"); the educational facilities market ("Education"),
which the Company entered in 1994, serving colleges, universities and public
and private schools; and the corporate dining market ("Corporate Dining"),
which the Company entered in 1994, serving corporate cafeterias, office
complexes and manufacturing plants.
The matters discussed in this Form 10-Q contain forward looking statements
that involve risks and uncertainties including risks associated with the food
service industry and other risks detailed from time to time in the Company's
filings with the Securities and Exchange Commission.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain
financial data as a percentage of the Company's net sales:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
---------------------------- ----------------------------
SEPTEMBER 25, SEPTEMBER 27, SEPTEMBER 25, SEPTEMBER 27,
1996 1995 1996 1995
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 88.1 87.3 89.3 89.9
------ ------ ------ ------
Gross profit 11.9 12.7 10.7 10.1
General and administrative expenses 11.9 12.3 12.2 12.2
------ ------ ------ ------
Income from operations - .4 (1.5) (2.1)
Interest expense, net 1.3 2.6 2.6 3.0
------ ------ ------ ------
Loss before tax benefit (1.3) (2.2) (4.1) (5.1)
Tax benefit (.4) .8 (1.2) (1.9)
------ ------ ------ ------
Net loss (.9)% (1.4)% (2.9)% (3.2)%
====== ====== ====== ======
<CAPTION>
The following table sets forth net sales attributable to the Company's
principal operating markets, expressed in dollars (in thousands) and as a
percentage of total net sales:
THREE MONTHS ENDED NINE MONTHS ENDED
-------------------------------------- --------------------------------------
SEPTEMBER 25, SEPTEMBER 27, SEPTEMBER 25, SEPTEMBER 27,
1996 1995 1996 1995
------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Recreation and Leisure $16,361 43.3% $14,136 53.8% $30,791 34.6% $32,281 46.2%
Convention Centers 10,334 27.4 7,266 27.6 32,043 36.0 25,106 36.0
Education 6,405 17.0 2,381 9.0 14,522 16.3 5,518 7.9
Corporate Dining 4,630 12.3 2,537 9.6 11,640 13.1 6,896 9.9
------- ---- ------- ---- ------- ---- ------- ----
Total $37,730 100% $26,320 100% $88,996 100% $69,801 100%
======= ==== ======= ==== ======= ==== ======= ====
</TABLE>
16
<PAGE>
THREE MONTHS ENDED SEPTEMBER 25, 1996 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 27, 1995
NET SALES. The Company's net sales increased 43.4% to $37.7 million for
the three months ended September 25, 1996 from $26.3 million for the three
months ended September 27, 1995. Net sales increased in all market areas.
Recreation and Leisure net sales increased 15.7% primarily due to the impact of
new contracts such as the Coral Sky Amphitheater in West Palm Beach, Florida and
the Concord Pavilion in Concord, California. Net sales from Convention Centers
increased 42.2% primarily as a result of increased sales from existing contracts
such as the Orange County Convention Center and the Albuquerque Convention
Center. Net sales in Education and Corporate Dining more than doubled,
primarily as a result of the impact of the acquisition of Sun West in March
1996 and Ideal in July 1996, and from the impact of new contracts such as Boise
State University in Boise, Idaho and St. Edwards College in Austin, Texas.
GROSS PROFIT. Gross profit increased to $4.5 million or 11.9% of net sales,
from $3.3 million or 12.7% of net sales for the comparable 1995 period. The
decrease in gross profit as a percentage of net sales was primarily attributable
to a one time retroactive adjustment in September 1995 relating to an
acquisition completed in 1994. If this one time retroactive adjustment was
excluded, gross profit for the 1995 period would have been 12.1%.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased to $4.5 million (or 11.9% of net sales) for the three months ended
September 25, 1996 from $3.2 million (or 12.3% of net sales) for the three
months ended September 27, 1995. The increase was attributable primarily to
the Company's additional investment in regional staff, accounting personnel and
training to support the Company's growth. In addition, there were significant
expenses relating to the performance of duplicate functions by personnel at
Northwest, Sun West and Ideal. A portion of these costs were eliminated at the
end of 1996 and throughout 1997, with the remainder expected to be eliminated in
the first half of 1998.
OPERATING INCOME (LOSS). The Company had an operating loss of $10,000 for
the three months ended September 25, 1996, versus operating income of $97,000
for the three months ended September 27, 1995, primarily as a result of the
factors discussed above.
INTEREST EXPENSE. Interest expense decreased approximately $199,000 for the
three months ended September 25, 1996, due primarily to decreased debt levels
resulting from the repayment of certain obligations under the Company's credit
facility with the net proceeds from the initial public offering.
NINE MONTHS ENDED SEPTEMBER 25, 1996 COMPARED TO NINE MONTHS ENDED SEPTEMBER 27,
1995
NET SALES. The Company's net sales increased 27.5% to $89.0 million for
the nine months ended September 25, 1996, from $69.8 million for the nine months
ended September 27, 1995. Net sales increased in all market areas, except
Recreation and Leisure. Recreation and Leisure net sales decreased 4.6%,
primarily because of a decrease in attendance at Florida Marlins Major League
baseball games and the decision by a private tenant of one of the Company's
clients to build a new facility and self-operate its food service. Net sales
from Convention Centers increased 27.6% primarily as a result of increased sales
from existing contracts and new contracts. Net sales in Education and Corporate
Dining more than doubled, resulting from the impact of the acquisition of
Northwest in June 1995, Sun West in March 1996 and Ideal in July 1996 and the
impact of new contracts mentioned above.
GROSS PROFIT. Gross profit increased to $9.5 million or 10.7% of net sales
from $7.0 million or 10.1% of net sales for the comparable 1995 period. The
increase in gross profit percentage was attributable to the mix of higher margin
business and from purchasing efficiencies realized from an expanded base of
business.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased to $10.9 million (or 12.2% of net sales) for the nine months ended
September 25, 1996 from $8.5 million (or 12.2% of net sales) for the nine months
ended September 27, 1995. The increase was attributable primarily to additional
investment in regional staff, accounting personnel
17
<PAGE>
and training to support the Company's growth. In addition, there were
significant expenses relating to the performance of duplicate functions by
personnel at Northwest, Sun West and Ideal. A portion of these costs were
eliminated at the end of 1996 and throughout 1997, with the remainder expected
to be eliminated in the first half of 1998.
OPERATING LOSS. Operating loss decreased 6.3% to $1.4 million for the nine
months ended September 25, 1996 from $1.5 million for the nine months ended
September 27, 1995, primarily as a result of the factors discussed above.
INTEREST EXPENSE. Interest expense increased approximately $189,000 for
the nine months ended September 25, 1996, due primarily to increased debt levels
prior to the initial public offering, incurred to finance investments in both
new accounts and acquisitions.
LIQUIDITY AND CAPITAL RESOURCES
The Company has funded its capital requirements from a combination of debt
and equity financing.
EBITDA was $1.3 million or 1.5% of net sales, compared to $1.1 million or
1.6% of net sales for the nine months ended September 25, 1996 and September 27,
1995, respectively. EBITDA represents earnings before interest expense, income
tax expense and depreciation and amortization. EBITDA is not a measurement in
accordance with GAAP and should not be considered an alternative to, or more
meaningful than, income from operations, net income or cash flows as defined by
GAAP as a measure of the Company's profitability or liquidity.
Cash flows used in investing activities were approximately $11.3 million
and $2.2 million for the nine months ended September 25, 1996 and September 27,
1995, respectively. In fiscal 1996, $5.2 million was used in connection with
the Sun West and Ideal acquisitions and $6.6 million was used for contract
investments, including $2.8 million for additions to fixed assets.
On July 19, 1996, pursuant to the terms of the over-allotment option
granted to the underwriters of the Company's initial public offering, the
Company sold an additional 174,500 shares of the Company's common stock at the
initial public offering price of $12.00 per share, resulting in net proceeds of
approximately $1.5 million after deducting underwriting discounts and certain
expenses.
In connection with the Company's offering, the Company's Credit Facility
was amended and restated on June 19, 1996 ( the "Credit Facility"). The Credit
Facility provides for (i) a working capital revolving credit line for general
obligations and letters of credit, in the maximum aggregate amount of $20.0
million (the "Working Capital Line") and (ii) a line of credit to provide for
future expansion by the Company, in the maximum amount of $55.0 million. The
maximum aggregate allowable borrowings under the Credit Facility is $75.0
million. The Credit Facility terminates on April 30, 1999 (see Note 9 to the
Consolidated Financial Statements).
As of September 25, 1996, the Company believed that the proceeds of its
initial public offering, internally generated funds and amounts available under
the Credit Facility were sufficient to satisfy the Company's then anticipated
capital requirements.
At September 25, 1996 and December 27, 1995 the Company's current
liabilities exceeded its current assets, resulting in a working capital deficit
of $1.9 million and $7.7 million, respectively. The Working Capital Line
provides funds for liquidity, seasonal borrowing needs and other general
corporate purposes.
On November 8, 1996, the Company acquired 100% of the stock of HCS
Management Corporation ("HCS"). HCS, through its operating subsidiaries,
provides non-patient contract food and other services to hospitals and
corporations. The purchase price was approximately $6 million consisting of
cash to the seller and assumed debt of HCS.
18
<PAGE>
On November 11 1996, the Company reached an agreement in principle to
purchase all of the issued and outstanding capital stock of a contract food
service provider operating primarily at education and corporate dining
facilities in the Northeast. The estimated annual revenues are $34 million.
19
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A) Exhibits:
11 Computations of Per Share Loss
27 Financial Data Schedule
20
<PAGE>
SIGNATURE
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.
Fine Host Corporation
By: /s/ Catherine B. James
--------------------------------------------------------------
Catherine B. James
Executive Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)
Date: March 24, 1998
21
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
11 Computations of Per Share Loss
27 Financial Data Schedule
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT 11
FINE HOST CORPORATION
COMPUTATION OF PER SHARE LOSS
(IN THOUSANDS)
THREE MONTHS ENDED NINE MONTHS ENDED
---------------------------- ----------------------------
SEPTEMBER 25, SEPTEMBER 27, SEPTEMBER 25, SEPTEMBER 27,
1996 1995 1996 1995
------------- ------------- ------------- -------------
(as restated) (as restated)
<S> <C> <C> <C> <C>
Loss applicable to Common Stock $ (354) $ (377) $(2,589) $(2,272)
Stock warrant accretion - (212) (1,300) (286)
------ ------ ------- -------
Net loss attributable to Common
Stockholders $ (354) $ (589) $(3,889) $(2,558)
====== ====== ======= =======
Weighted average number of common shares
outstanding 6,165 2,048 3,523 2,048
Average convertible Preferred shares
outstanding - - - -
Assumed conversion of:
Warrants - - - -
Options - - - -
------ ------ ------- -------
Average number of shares of Common Stock
outstanding 6,165 2,048 3,523 2,048
====== ====== ======= =======
Net loss per share $ (.06) $ (.29) $ (1.10) $ (1.25)
====== ====== ======= =======
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND INCOME STATEMENT FOR THE NINE MONTHS ENDED SEPTEMBER 25, 1996 FOR FINE
HOST CORPORATION, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001011584
<NAME> FINE HOST CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-25-1996
<PERIOD-START> DEC-28-1995
<PERIOD-END> SEP-25-1996
<CASH> 3,900
<SECURITIES> 0
<RECEIVABLES> 12,611
<ALLOWANCES> 0
<INVENTORY> 3,135
<CURRENT-ASSETS> 21,850
<PP&E> 21,263
<DEPRECIATION> 5,799
<TOTAL-ASSETS> 74,923
<CURRENT-LIABILITIES> 23,740
<BONDS> 0
0
0
<COMMON> 62
<OTHER-SE> 29,904
<TOTAL-LIABILITY-AND-EQUITY> 74,923
<SALES> 88,996
<TOTAL-REVENUES> 88,996
<CGS> 79,466
<TOTAL-COSTS> 79,466
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,309
<INCOME-PRETAX> (3,673)
<INCOME-TAX> (1,084)
<INCOME-CONTINUING> (1,364)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,889)
<EPS-PRIMARY> (1.10)
<EPS-DILUTED> (1.10)
</TABLE>
