U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the fiscal year ended June 30, 1999
[ ] 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 0-1912
VACU-DRY COMPANY
(Exact name of registrant as specified in its charter)
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CALIFORNIA 94-1069729
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(State or other jurisdiction of (I.R.S. Employer
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incorporation of organization) Identification Number)
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100 Stony Point Road, Suite 200, Santa Rosa, California 95401
(Address of principal executive offices)
(707) 535-4000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, No Par Value
(Title of Class)
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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
On September 30, 1999 non-affiliates of the Registrant held voting stock with an
aggregate market value of $7,292,957 computed by reference to the average of the
bid and asked prices of such stock on such date.
As of September 30, 1999, there were 1,520,087 shares of common stock, no par
value, outstanding.
Portions of the following document are incorporated by reference: NONE
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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Vacu-dry Company (the "Company") is including the following cautionary
statement in this Annual Report to make applicable and take advantage of the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995
for any forward looking statements made by, or on behalf of, the Company.
Forward looking statements include statements concerning plans, objectives,
goals, strategies, future events or performance and underlying assumptions, and
other statements which are other than statements of historical facts. Certain
statements contained herein are forward looking statements and, accordingly,
involve risks and uncertainties which could cause actual results or outcomes to
differ materially from those expressed in the forward looking statements. In
addition to other factors and matters discussed elsewhere herein, these risks
and uncertainties include, but are not limited to, uncertainties affecting the
food processing industry, risks associated with fluctuations in the price and
availability of raw materials, management of growth, adverse publicity affecting
organic foods or the Company's products, and product recalls. The Company's
expectations, beliefs and projections are expressed in good faith and are
believed by the Company to have a reasonable basis, including without
limitation, management's examination of historical operating trends, data
contained in the Company's records and other data available from third parties,
but there can be no assurance that management's expectations, beliefs or
projections will result or be achieved or accomplished. The Company disclaims
any obligation to update any forward looking statements to reflect events or
circumstances after the date hereof.
PART I
ITEM 1. BUSINESS.
Vacu-dry Company (the "Company" or "Vacu-dry") was incorporated in
California on December 27, 1946 and has been engaged in the development,
production and marketing of fruit products. As part of a strategic
reorientation, on July 30, 1999 the Company sold certain assets related to its
product lines of processed apple products and products containing processed
apple products to Tree Top, Inc. ("Tree Top") for $12,000,000. The decision of
the Board to approve the asset sale followed intensive efforts over a three-year
period to evaluate and improve the returns achieved by the apple product lines.
The following product lines which are used in or related to the apple product
lines were not included in the sale: (i) processed apple products produced
primarily by means of a vacuum drying process; (ii) products which contain both
processed apple products and other processed fruit, nut or vegetable products,
provided such other processed fruit, nut or vegetable products comprise ten
percent (10%) or more of the finished product, by weight; (iii) products
containing processed apple products that are packaged by or on behalf of
Vacu-dry for retail sale; and, (iv) organic and pesticide-free processed apple
products. In August, 1999 the Company determined that these product lines, as
well as the food storage product line, would be discontinued and held for sale.
Vacu-dry is not selling any of its real estate holdings (see "PROPERTIES") nor
any of the assets or business of its subsidiary Made In Nature Company, Inc.
Prior to the sale of the apple product lines, the Company's products
included low moisture and evaporated fruits, bulk apple juice, apple juice
concentrate, private label drink mixes and low moisture food for the food
storage market. After the sale, the Company will continue to market a broad line
of packaged organic dried fruits and organic chilled, pasteurized fruit juices
and drinks under the Made In Nature (R) brand.
The Company's real estate activities for the past few years consisted of
the leasing of an idle production site and rental of a small portion of space in
its operating plant. However, with the recent
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closure of this facility as a result of the sale to Tree Top, the Company
intends to convert all available space to industrial rentals by outside parties.
On June 11, 1998, the Company acquired (through a subsidiary, Made In
Nature Company, Inc. ("MINCO")) certain assets and liabilities of Made In
Nature, Inc., a natural foods marketer. Made In Nature, Inc. was founded in 1989
and was the first company to introduce a line of branded certified organic fresh
produce. Made In Nature, Inc. was sold to Dole Food Company in August, 1994. In
April, 1996, Made In Nature, Inc.'s co-founder purchased all of its stock from
Dole and redirected its marketing focus from fresh produce to packaged foods. In
conjunction with the Company's acquisition of Made In Nature, Inc., Takanashi
Milk Products Company of Japan (its largest ingredients customer) became a
minority shareholder of MINCO.
The Company's three largest customers accounted for approximately 35% of
gross sales in 1999.
INDUSTRY SEGMENT INFORMATION
For the year ended June 30, 1999 the Company operates three reportable
segments within the food industry: dried fruit ingredients which include
evaporated and low moisture fruits and juices and long-term food storage
(Perma-Pak), organic dried fruits and juices (Made In Nature), and real estate.
For selective financial information relating to each industry segment see Note
17 to the Financial Statements for the year ended June 30, 1999.
As mentioned previously, the Company has decided to discontinue the
operations of its dried fruit ingredients and food storage product lines. See
Item 7, Management's Discussion and Analysis of Financial Condition and Results
of Operations.
ORGANIC PACKAGED PRODUCTS
BUSINESS. Through its subsidiary, Made In Nature Company, Inc. ("MINCO"),
the Company markets a broad line of packaged organic dried fruits and organic
chilled and pasteurized fruit juices and drinks under the Made In Nature brand.
The products are principally sold through brokers to natural food distributors
and supermarkets in the United States and Canada. In addition, MINCO supplies
leading food manufacturers, mostly in Japan, with organic fruit juice
concentrates.
COMPETITION. In the organic food categories in which MINCO competes, the
competition is relatively small. In the organic chilled beverage category (on a
national basis), MINCO has two major direct competitors. In the organic dried
fruit and vegetable category (on a national basis), MINCO has two major direct
competitors. In the mass-market sector, MINCO has many large competitors, but
none of these competitors is currently marketing an organic product. MINCO's
growth will depend on its ability to continue to expand distribution in
conventional supermarkets and in natural food specialty markets. Distribution
through both channels presents significant marketing challenges, risks and
distribution costs. There is no assurance that MINCO can achieve trade or
consumer expansion in either channel. MINCO's products are generally
premium-priced and may be sensitive to national and regional economic
conditions.
SOURCES OF SUPPLY. MINCO contracts with growers and grower-packers for
the purchase of its organic raw material. Packaging is done under contract.
MINCO is a marketing company and has no production facilities. Although organic
farming has increased over the last five years, as with all agricultural
products, shortages can occur. A significant shortage of raw materials may have
a material adverse effect on MINCO.
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LICENSING AGREEMENTS. Made In Nature brand fresh produce is sold under a
licensing agreement with MINCO through New World Marketing LLC. In 1996, Made In
Nature, Inc. licensed the use of its brand in Japan to Takanashi, which intends
to market Made In Nature brand products throughout Japan.
ORGANIC CERTIFICATION. The value of the Made In Nature brand is dependent
on the organic certification. The loss of this certification would have a
material adverse effect on MINCO. MINCO is dependent upon consumers' perception
of the safety, quality, and possible dietary benefits of its products. As a
result, substantial negative publicity concerning organic products, MINCO's
products or the products of its licensees could have a material adverse effect
on MINCO's business, financial condition or results of operations.
The USDA has been developing the rules for the National Organic Program
for eight years, as mandated in the Organic Food Protection Act of 1990. The
proposed rules were released in early 1998 and were met with significant
opposition. Due to this opposition the USDA is re-evaluating the proposed rules.
If the USDA rules do not provide the restrictions emphasized in the opposition
to the initial proposal, the image of "organic" by the consumer may be impaired
and as a result negatively affect MINCO's sales.
INVENTORIES. MINCO's inventories of raw materials and finished goods on
hand as of June 30, 1999 were $1,948,000. It is anticipated that building the
Made In Nature brand will increase working capital requirements. MINCO has had
net operating losses since acquisition in June, 1998, and there can be no
assurance that it can achieve profitable operations in the foreseeable future.
Due to the performance of Made In Nature to date, the Company has recorded a
charge of $2.9 million in the fourth quarter of fiscal 1999 to write-off the
unamortized balance of goodwill.
REAL ESTATE
The Company is seeking to lease all available space at its facilities to
outside third parties. For a further discussion see Item 2, Properties.
DRIED FRUIT INGREDIENTS
BUSINESS. Through drying processes, the moisture in apples is reduced
from original levels of 85%-90% to as low as 2%. In addition, the Company
purchases other fruits such as apricots, dates, peaches and prunes, which have
been partially dried, and further reduces the moisture in these fruits to levels
of approximately 3%. The resultant low moisture products are much lighter in
weight and less bulky than their raw, canned or frozen counterparts. Because of
their extreme dryness, low moisture fruit products require no refrigeration or
other special storage conditions. Other advantages include consistent product
quality, economical packaging and convenience in handling and use.
INDUSTRY AND COMPETITION. The low moisture food industry in the United
States is comparatively small with only a few processors engaged in the
dehydration of fruits to low moisture levels (2% to 5% moisture). The Company
has had one major domestic competitor, a few smaller domestic competitors and
several foreign competitors in the low moisture and evaporated businesses.
Numerous processors compete in the business of producing bulk apple juice and
concentrate.
SALES AND MARKETING. The Company's sales have been worldwide but
principally to manufacturers in the United States and Canada. The Company's
products are primarily sold through brokers to major food processors, bakeries,
food storage and food service operators and to federal and state institutions.
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Approximately 90% of the Company's sales have been generated from annual
contracts that are normally written between August and November of each year.
Most of these contracts are for one year. The sales price is normally fixed.
During the fiscal year, the customer will order against these contracts, and the
Company will invoice the customer based upon the price and other terms and
conditions of the contract. The Company has incurred risk under these contracts
because the total quantity of raw materials required to fulfill these contracts
has normally not been procured at the time the contracts are written. More than
half of the Company's raw material requirements historically have not been
purchased under contract. If the price of raw materials increases or decreases,
the Company has either benefited from or absorbed these variances from what was
budgeted. The Company's raw material costs and the related yield in processing
has varied from year to year. This process has existed for many years, and the
Company has experience in dealing with this risk.
SOURCES OF SUPPLY. In terms of volume, apples have represented the major
fruit handled by the Company. The Company's production facility was designed to
process fresh fruit in addition to partially dehydrated dried fruits or
vegetables. The sources of apple raw material supply have been individual apple
growers, apple fresh packing operators and, in emergencies, other dried apple
processors. The majority of the Company's raw apple supply has come from
California. In some years, due to crop conditions, the percentage of fruit
purchased from out-of-state sources may increase. In those years, the Company
has incurred increased costs due to additional freight. The Company has striven
to reflect such cost increases in selling price adjustments, but, when
unsuccessful, it has absorbed such costs.
Other important fruits, including peaches, apricots and prunes, have been
obtained principally from dried fruit packing houses in California. For other
supplies, including cans and packaging materials, the Company has drawn from a
number of vendors.
SEASONAL NATURE OF BUSINESS. The business of producing evaporated apples,
bulk apple juice and concentrate is seasonal, beginning in August and usually
ending in March or April. In fiscal 1999, the Company changed its production
plan, and as a result production was extended into September. With the pending
closure of the plant every effort was made to convert all inventory items into
marketable product.
FOOD STORAGE
BUSINESS. The Company manufactures a broad line of food storage products
under the Perma-Pak label. Dried food ingredients are purchased or, in some
cases, manufactured by the Company and canned utilizing a special process which
creates a low oxygen environment, allowing prolonged shelf stability. Perma-Pak
products are sold with a guaranteed life of eight years from the date of
manufacture.
SALES AND MARKETING. Sales of Perma-Pak products are principally to a
master distributor located in the United States, which creates food storage
units designed to supply a family's nutritional needs for up to a year. These
units contain both Perma-Pak and other products, and are sold by the master
distributor through a multi-level marketing system. Current levels of Perma-Pak
inventory are high (see below), and the Company is actively seeking new channels
of distribution for its Perma-Pak product lines, including direct-to-consumer
sales over an Internet web site.
SOURCES OF SUPPLY AND INVENTORY. Although certain dried fruit products
contained in the Perma-Pak line are manufactured by the Company, most supplies
are drawn from a number of vendors. The Company expects that adequate supplies
will be available. Current inventories include $831,000 of raw materials and
$3,300,000 of finished goods, a high level relative to current weekly sales.
This high level of inventory resulted from a rapid escalation in sales due to
Year 2000 (Y2K) concerns, followed by a sudden and unexpected sales drop in
March of 1999 as predictions of Y2K disruptions were tempered. A
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charge was taken in the fourth quarter of $3.5 million to write-down the
Perma-Pak inventory to net realizable value.
BACKLOG
With the sale of the Company's apple ingredients product line,
comparative backlog information is no longer relevant. However, the Company
anticipates that it will liquidate substantially all of the saleable apple
ingredients inventory by October 15, 1999. Pursuant to the agreement between
Vacu-dry and Tree Top relating to sale of the apple product lines of business,
Tree Top has agreed to purchase any such inventory remaining unsold as of
September 30, 1999, other than distressed inventory, at its agreed purchase
price as set forth in the agreement. Tree Top may not purchase more than
$2,750,000 worth of inventory.
TRADEMARKS
The Company holds the following registered trademarks: Made In Nature,
Apple Munchies, Noah's Ark, Fruit Galaxy, Perma-Pak and Pantri Reserve. As part
of the apple product lines asset sale the Company sold the trade name and
trademark rights of "Vacu-dry." The Company will seek shareholder approval of a
new name and Nasdaq ticker symbol at the 1999 Annual Meeting to be held on
November 22, 1999. Sales of trademarked goods has accounted for the majority of
the Company's total sales. Made In Nature and Perma-Pak are the predominant
trademarks of those listed above. The Made In Nature brand is important to the
Company in connection with the sale of its branded organic products.
RESEARCH AND DEVELOPMENT
For information on research and development expenditures, see Note 15 to
the Financial Statements for the year ended June 30, 1999.
ENVIRONMENTAL MATTERS
The Company has complied with all governmental regulations regarding
protection of the environment. No material capital expenditures are anticipated
for environmental control facilities during the next fiscal year.
EMPLOYEES
The Company has normally employed an average of approximately 265
persons. The Company anticipates substantially reducing its workforce following
the sale to Tree Top. The number of employees needed normally varied throughout
each year and increased during periods of high production. Of the 265 employees,
approximately 200 are represented by the General Truck Drivers, Warehouseman and
Helpers Union, Teamsters Local #624. A collective bargaining agreement with
those union employees expired June 30, 1999. Effects negotiations as required by
Federal Law, were entered into between the union and the Company on June 24,
1999. During these negotiations a one year extension to the collective
bargaining agreement with no changes was approved by the Company and the union.
Effects negotiations between the Company and the union are continuing as of the
end of the fiscal year.
INSURANCE
The Company maintains product, property, and general liability insurance
plus umbrella liability coverage. The Company does not carry any product recall
coverage. While management feels the limits and coverage are adequate relative
to the related risk, there is no assurance that this insurance will be
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adequate to protect the Company from product recall claims. A product recall
could have a material adverse effect on the Company's business, financial
condition and results of operations.
ITEM 2. PROPERTIES.
The principal administrative offices for Vacu-dry and MINCO are located
in Santa Rosa, California. Approximately 9,200 square feet of office space is
leased through December, 2003. In view of the Company's significant
reorientation, attempts are under way to sublease the current office space and
to move to a smaller facility.
The Company owns 15 acres of land and approximately 95,000 square feet
under roof at 1365 Gravenstein Hwy So., Sebastopol, California. This facility
(formerly described as Plant #1) was used for the dehydration of fruits to low
moisture prior to the consolidation of this operation into the main processing
plant (formerly described as Plant #2), located at 2064 Gravenstein Hwy No.,
Sebastopol, California. The Company is currently seeking to lease 100% of the
leaseable square footage to third parties. The Company's research and
development department was formerly located at this facility. The Company has a
$2.1 million loan associated with this property which matures in December, 2003.
The Company owns 66 acres of land and approximately 298,000 square feet
under roof at 2064 Gravenstein Hwy. No., Sebastopol, California. With the
closure of the plant as a result of the sale of the processed apple product
lines, the Company intends to convert all of its former plant space to
industrial rentals by outside parties. The available space includes offices,
production buildings and cold storage. The Company has no debt associated with
this facility.
ITEM 3. LEGAL PROCEEDINGS.
The Company has no material legal proceedings pending.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders during the last
quarter of the year ended June 30, 1999.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company's Common Stock is traded on the Nasdaq National Market System
(symbol: VDRY).
The quarterly high and low prices for the last two fiscal years were as
follows:
QUARTER ENDING LOW BID HIGH BID
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9/30/97 4-1/2 5-1/2
12/31/97 4-7/8 7-1/4
03/31/98 5-5/8 8-1/2
06/30/98 6-3/4 11
09/30/98 6-3/8 9-1/2
12/31/98 5-13/16 9-7/32
03/31/99 7 14
06/30/99 5-5/8 10-1/4
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The above quotations were obtained from the NASDAQ monthly statistical
reports.
On September 30, 1999, the approximate number of holders of common stock
was 646. On that date, the average of the high and low price per share of the
Company's stock was $7.00. This price does not include dealer mark-ups,
mark-downs or commissions.
In the fourth quarter of fiscal 1994 and in the first three quarters of
fiscal 1995, the Company declared a $.05 per share dividend. On April 27, 1995,
as a result of the decline in sales and earnings, the Board of Directors
suspended the quarterly dividends. The Company's loan agreement with its bank
includes a negative covenant regarding the declaring or paying of a dividend in
cash, stock or any other property. This covenant would need to be amended prior
to the declaration of a dividend. At this time, the Company does not intend to
reinstate a cash dividend plan.
ITEM 6. SELECTED FINANCIAL DATA.
YEAR ENDED (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
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<CAPTION>
1999 1998 1997 1996 1995
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Total revenues $3,360 $669 $537 $441 $292
Net (loss) from continuing operations (3,438) (624) (509) (546) (517)
Net earnings (loss) from discontinued
operations 509 1,523 1,026 980 712
Net earnings (2,929) 899 517 434 195
Earnings per share from continuing
operations
Basic (2.27) (0.39) (0.31) (0.32) (0.30)
Diluted (2.27) - - -
Earnings per share from discontinued
operations
Basic 0.34 0.96 0.62 0.57 0.41
Diluted 0.33 0.95 - - -
Earnings Per Share
Basic (1.93) 0.57 0.31 0.25 0.11
Diluted (1.93) 0.56 - - -
Total Assets 18,492 20,927 14,576 13,587 15,335
Long Term Debt 2,860 2.203 1,808 1,628 2,105
Cash Dividends per Common Share - - - - 0.15
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.
OVERVIEW
Since the Company acquired certain of the assets and liabilities of Made
in Nature, Inc. on June 11, 1998, Vacu-dry has operated in three business
segments: industrial dried fruit ingredients, organic packaged foods and real
estate. The Company commenced a strategic reorientation upon the announcement of
the proposed sale of its apple-based industrial ingredients product line in
June, 1999. In August, 1999 the decision was made to sell or discontinue all
product lines in the Company's industrial dried fruit ingredients business. As a
result of these decisions, the ingredients business is considered a
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discontinued operation and its operating results, results of cash flows and net
assets are reflected outside of the Company's continuing operations.
DISCONTINUED OPERATIONS
In June, 1999 the Company announced an agreement, subject to shareholder
approval (received July 26), to sell the bulk of its apple-based industrial
ingredients product line to Tree Top, Inc., of Selah, Washington. This product
line represented 55% and 81% of the Company's sales for the years ended June 30,
1999 and 1998, respectively. At the same time, the Company also decided to close
its only apple processing plant in Sebastopol, California. This sale is an
important element in Vacu-dry's strategic plan to increase the return on its
investments and thereby to increase shareholder value. Following completion of
the sale, the Company determined in August, 1999 that the remaining product
lines in the Company's vacuum ingredients segment of its business would be
discontinued and held for sale. These product lines include the Company's dried
ingredients, Perma-Pak long-term food storage, and drink mix businesses. As a
result of these decisions, the Company has classified this business segment as a
discontinued business. Accordingly, the Company has segregated the net assets of
the discontinued operations in the Consolidated Balance Sheet at June 30, 1999,
the operating results of the discontinued operations in the Consolidated
Statements of Operations for fiscal 1999, fiscal 1998, and fiscal 1997 and the
cash flows from discontinued operations in the Consolidated Statements of Cash
Flows for fiscal 1999, fiscal 1998, and fiscal 1997.
In fiscal 1999, the Company recorded after-tax earnings from discontinued
operations of $509,000. The after-tax earnings resulted from ingredients
business sales of $35 million in fiscal 1999 versus $26 million in fiscal 1998.
The increase in sales of $9 million was almost entirely in the food storage
product line. After the allocation of selling, general and administrative
expenses between continuing and discontinued operations, the ingredients
business generated $901,000 of operating income in fiscal 1999 versus $2.4
million in fiscal 1998. Included in cost of sales, however, in fiscal 1999 is
the write-down of food storage inventories by $3.5 million to reflect estimated
net realizable value. While the Company experienced exceptionally strong food
storage sales through the third quarter of fiscal 1999, current market demand
for food storage products has declined dramatically. As Management stated in the
previous Form 10-Q for the period ended March 31, 1999, the Company had
experienced a significant decline in food storage sales since the quarter's end.
This resulted in high levels of inventory on hand and created significant
uncertainties with respect to future revenues from the food storage line.
The Company is actively marketing all of its discontinued product lines
and has presented offering information to interested parties. There can be no
assurances that there will be a sale of all or any of the remaining product
lines.
The decision to sell the industrial ingredients product lines is an
effort by the Company to increase shareholder value by exiting businesses with
low returns and high capital requirements. The transactions will provide
financial resources to support the Company's real estate and other business
opportunities.
RESULTS OF CONTINUING OPERATIONS
The Company's continuing lines of business consist of the sales and
marketing of organic packaged foods and beverages through the Company's
subsidiary Made in Nature Company, Inc. and the leasing and development of the
Company's real estate. The Company has been focusing on its Made In Nature
operations throughout fiscal 1999 and has reduced the selling, general and
administrative staff from fourteen at July 1, 1998 to five at June 30, 1999.
Sales were $2.6 million for the year ended June 30, 1999, resulting in a gross
margin of $423,000 (16% of sales). Unlike its discontinued ingredients
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business, the Company does no processing of j, a significant portion of the
Company's future revenues will come from the Company's second business segment,
real estate. The Company intends to develop its real estate largely for
industrial rental.
SUBSEQUENT EVENT
On July 26, 1999, the Company received the approval of its shareholders
to sell certain intangible assets, including customer lists, certain trademarks
and a non-competition agreement, and some equipment related to its processed
apple product lines to Tree Top, Inc. In the first quarter of Fiscal 2000, the
Company will record the sale.
The terms of the sale included the payment of $12 million cash to
Vacu-dry upon closing the transaction on July 30, 1999. Tree Top has also
committed to the purchase of related product line inventories up to a maximum
$2.75 million on September 30, 1999. The Company anticipates that the after-tax
gain on the sale will be between $2 and $5 million, although there can be no
assurance of this amount. The amount of the gain will vary depending upon the
disposal value of assets not acquired by Tree Top, the level of severance and
relocation costs, wind-down costs, transaction costs and identified liabilities.
(Reference is hereby made to the Form 8-K filed July 26, 1999.)
In addition, as part of the transaction, the Company sold the Vacu-dry
trademark. Thus, the Company will be seeking shareholder approval prior to
December 31, 1999 to change its name.
FISCAL 1999 COMPARED TO FISCAL 1998
NET SALES. The current year sales of $2.7 million are exclusively those
of Made in Nature. This compares to $151,000 of Made in Nature sales in fiscal
1998. The prior year's sales were not significant since they represent less than
a three-week period.
RENTAL REVENUE. The Company currently leases warehouse space in several
buildings and a yard as well as excess space in its production facility. There
are leases with twelve tenants that have varying terms ranging from
month-to-month to eight years with options to extend. Substantially all
available space at June 30, 1999 was under lease. Fiscal 1999 rental revenues
increased 28% or $147,000 over Fiscal 1998. This increase was a result of higher
market rental rates, CPI increases and the leasing of some previously vacant
space.
COST OF GOODS SOLD. The costs are related to the sales of Made in Nature
products. The Company realized gross margins of $423,000 or 16% of sales in
Fiscal 1999 versus $62,000 or 41% of sales in fiscal 1998. However, due to the
short period in Fiscal 1998, the fiscal years are not comparable.
SELLING, GENERAL & ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses include direct costs related to continuing operations
and all general corporate costs. Only direct selling, general and administrative
costs related to the ingredients business were allocated to discontinued
operations in the Consolidated Statements of Operations.
In fiscal 1999, selling, general and administrative expenses related to
continuing operations increased $3.2 million from the prior year. This change
was principally due to the inclusion of $2.7 million of additional selling,
general and administrative expenses related to Made in Nature and additional
costs incurred of $177,000 for the early buy-out of an employment agreement.
General corporate expenses of $1.7 million were $450,000 higher than the prior
year due to salaries and benefits associated with increased staffing, increased
legal and professional fees resulting from the product line sale and temporary
help.
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WRITE-DOWN OF GOODWILL. Due to the continued operating losses of Made in
Nature and uncertain prospects going forward, Management evaluated the
recoverability of the unamortized goodwill of $2.9 at June 30, 1999 related to
the Made in Nature Company, Inc. acquisition. It was determined that the
estimated future cash flows were not sufficient to recover the goodwill's
carrying value and a write-down was required.
INTEREST EXPENSE. Interest expense for both fiscal 1999 and fiscal 1998
relates to continuing operations. It includes interest on mortgage debt,
shareholder loans and the portion of interest expense internally charged to Made
In Nature based on intercompany borrowings. Interest costs of $197,000 in fiscal
1999 and $276,000 in fiscal 1998 are included in discontinued operations.
In fiscal 1999 interest expense from continuing operations increased
$334,000 from the prior year. The Company's mortgage debt was not incurred until
fiscal 1999 and interest expense charged to Made in Nature represented only
nineteen days in fiscal 1998.
INCOME TAXES. The fiscal 1999 effective tax rate changed from a charge of
37% to a benefit of 43% due primarily to increased tax credits.
FISCAL 1998 COMPARED TO FISCAL 1997
NET SALES. Sales were $151,000 in fiscal 1998 and zero in fiscal 1997.
Sales relate completely to Made in Nature Company, Inc., which was not acquired
until June, 1998.
RENTAL REVENUE. Rental revenue in fiscal 1998 was comparable to fiscal
1997.
COST OF SALES. Cost of sales relates solely to Made in Nature Company,
Inc., which was not acquired until June, 1998.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $271,000 from the prior year, primarily as a
result of adding Made in Nature Company, Inc. in June 1998 and costs incurred in
the exploration of new strategic initiatives.
INTEREST EXPENSE. Interest relating to continuing operations was $34,000
in fiscal 1998 and zero in fiscal 1997. The 1998 costs relate solely to
shareholder loans made during the year. Interest costs of $276,000 in Fiscal
1998 and $272,000 in fiscal 1997 are included in discontinued operations.
INCOME TAXES. The effective tax rate increased from 31 percent to 37
percent due primarily to decreased tax credits.
LIQUIDITY AND CAPITAL RESOURCES
The Company had cash of $548,000 at June 30, 1999, borrowings under its
line of credit of $5.7 million and current maturities of long-term debt and
capital leases of $1.6 million. Because the Company's operations have been
subject to seasonality, liquid resources fluctuate during the year. The Company
experiences a normal seasonal decrease in production in April. Inventories and
borrowings are usually at their peak at this time. The slowdown in production
normally extends through July, although production in the summer of 1999
continued through September when the production facility was permanently closed.
In the first quarter of fiscal 2000 the Company will receive the $12
million proceeds from the sale of its processed apple product lines. The Company
plans to use part of the proceeds to pay down the bank
-11-
<PAGE>
line of credit and to retire a significant portion of its long-term debt. There
are also significant severance, termination and wind-down costs that will be
incurred. The Company is also anticipating additional cash flow from the
liquidation of its existing inventories and receivables and the sale of the
remaining plant equipment.
During fiscal 1999, the Company invested $379,000 in property, plant and
equipment used in continuing operations and $820,000 used in discontinued
operations.
During the year the Company incurred $2.1 million in long-term mortgage
debt which was used to fund the MINCO acquisition.
Historically, the Company's operating capital has been obtained from a
combination of internal and external sources. The largest external source has
been a revolving line of credit provided by a bank at its prime rate of
interest, which is secured by the Company's assets. As of June 30, 1999, the
Company had an outstanding balance of $5.7 million on a maximum available line
of $8 million. This credit facility was initially scheduled to expire in
November 2000. However, as a result of the sale of the discontinued operations,
the bank amended the agreement in August, 1999, reducing the maximum line of
credit to $2 million with an expiration date of December 31, 1999. In the prior
fiscal year, the Company had $2.3 million of debt outstanding as of June 30,
1998 on a maximum bank line of $4.5 million.
As of June 30, 1999, the Company was not in compliance with certain
financial covenants related to its outstanding debt. The Company received a
waiver of the non-compliance from its bank.
The total purchases of plant and equipment of $1.2 million consisted of
the purchase of new and the reconditioning of existing equipment related to the
manufacturing operation as well as certain structural repairs needed to maintain
the value of building improvements.
In fiscal 1998, the Company had performed a review of its information
technology (IT) systems and determined that they were not year 2000 compliant.
As a result, a new computer system with related hardware was installed during
the current fiscal year at a cost of $1.1 million. The related IT expenditures
were partially financed through capital lease arrangements of $840,000. These
leases are divided into two components: one for hardware for $246,000, and the
other for software, including installation by an outside consulting firm, for
$594,000. The leases are payable over three and four years, respectively, and
include a buy-out option. Management feels that upon the sale or close down of
the discontinued operations, the new system may far exceed the Company's future
requirements. The Company anticipates that the existing system will be written
off in Fiscal 2000. The Company is at present exploring the purchase of a much
simpler and less expensive system that is also year 2000 compliant.
Until recently, the Company's real estate activities had consisted of the
leasing of an idle production facility and rental of a small portion of space in
its operating facility. Most of the previously existing space has been rented.
With the closure of the plant as a result of the sale of the processed apple
product lines, the Company intends to convert all of its former plant space to
industrial rentals by outside parties. The new space available for leasing
includes a mix of offices, production buildings and warehouses plus
approximately 55,000 square feet of cold storage. The Company is actively
seeking to attract wineries and food processors to occupy the space.
-12-
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Independent Auditor's Report............................................. 14
Consolidated Balance Sheets at June 30, 1999 and 1998 and 1997........... 15
Consolidated Statements of Earnings for the years
ended June 30, 1999, 1998 and 1997....................................... 16
Consolidated Statements of Changes in Shareholders' Equity for
the years ended June 30, 1999, 1998 and 1997............................. 17
Consolidated Statements of Cash Flows for the years ended June
30, 1999, 1998 and 1997.................................................. 18
Notes to Consolidated Financial Statements............................... 19
-13-
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders of
Vacu-dry Company:
We have audited the accompanying consolidated balance sheets of Vacu-dry Company
(a California corporation) and Subsidiary as of June 30, 1999 and 1998, and the
related consolidated statements of operations, changes in shareholders' equity,
and cash flows for each of the three years in the period ended June 30, 1999.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Vacu-dry Company and Subsidiary
as of June 30, 1999 and 1998, and the results of their operations and their cash
flows for each of the three years in the period ended June 30, 1999, in
conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
San Francisco, California,
September 17, 1999
-14-
<PAGE>
VACU-DRY COMPANY AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1999 AND 1998
<TABLE>
<CAPTION>
ASSETS 1999 1998
-----------------------------
<S> <C> <C>
CURRENT ASSETS: $ $
Cash 548,000 385,000
Accounts receivable, less allowances for uncollectible accounts of
$291,000 and $58,000 in 1999 and 1998, respectively 327,000 2,254,000
Prepaid income taxes 566,000 127,000
Inventories, net of reserves of $378,000, and $1,114,000 in 1999
and 1998, respectively 1,513,000 7,604,000
Prepaid expenses 165,000 329,000
Current deferred income taxes, net 2,032,000 360,000
Net assets of discontinued operations 5,431,000 -
-----------------------------
Total current assets 10,582,000 11,059,000
-----------------------------
PROPERTY, PLANT, AND EQUIPMENT, net 3,135,000 6,770,000
-----------------------------
GOODWILL, net of accumulated amortization of $5,000 in 1998 - 3,098,000
-----------------------------
NET ASSETS OF DISCONTINUED OPERATIONS 4,449,000 -
-----------------------------
DEFERRED INCOME TAXES, net 326,000 -
=============================
Total assets $18,492,000 $20,927,000
=============================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Borrowings under line of credit $5,745,000 -
Current maturities of long-term debt 1,416,000 438,000
Current portion of capital lease obligation 209,000 -
Accounts payable 542,000 3,940,000
Accrued payroll and related liabilities 437,000 936,000
Other accrued expenses 183,000 353,000
-----------------------------
Total current liabilities 8,532,000 5,667,000
-----------------------------
BORROWINGS UNDER LINE OF CREDIT - 2,297,000
-----------------------------
LONG-TERM CAPITAL LEASE OBLIGATION 590,000
-----------------------------
LONG-TERM DEBT, net of current maturities 2,860,000 2,203,000
-----------------------------
DEFERRED INCOME TAXES, net - 865,000
-----------------------------
MINORITY INTEREST - 509,000
-----------------------------
SHAREHOLDERS' EQUITY:
Preferred stock: 2,500,000 shares authorized; no shares outstanding - -
Common stock: 5,000,000 shares authorized, no par value;
1,519,440 and 1,511,079 shares outstanding in 1999 and 1998, 2,890,000 2,837,000
respectively
Warrants for common stock 456,000 456,000
Retained earnings 3,164,000 6,093,000
-----------------------------
Total shareholders' equity 6,510,000 9,386,000
=============================
Total liabilities and shareholders' equity $18,492,000 $20,927,000
=============================
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
-15-
<PAGE>
VACU-DRY COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30, 1999, 1998, AND 1997
<TABLE>
<CAPTION>
1999 1998 1997
-------------------------------------
<S> <C> <C> <C>
REVENUE:
Net sales $2,657,000 $151,000 $-
Rental 665,000 518,000 537,000
Other 38,000 - -
-------------------------------------
Total revenue 3,360,000 669,000 537,000
-------------------------------------
COSTS AND EXPENSES:
Cost of sales 2,234,000 89,000 -
Selling, general, and administrative 4,772,000 1,545,000 1,274,000
Write-down of goodwill 2,935,000 - -
Interest 368,000 34,000 -
-------------------------------------
Total costs and expenses 10,309,000 1,668,000 1,274,000
-------------------------------------
Loss from continuing operations before minority
interest and provision for income taxes (6,949,000) (999,000) (737,000)
Minority interest 509,000 8,000 -
-------------------------------------
Loss from continuing operations before benefit
for income taxes (6,440,000) (991,000) (737,000)
BENEFIT FOR INCOME TAXES 3,002,000 367,000 228,000
-------------------------------------
Net loss from continuing operations (3,438,000) (624,000) (509,000)
-------------------------------------
DISCONTINUED OPERATIONS:
Earnings from discontinued operations, net of income taxes 509,000 1,523,000 1,026,000
=====================================
NET EARNINGS (LOSS) $(2,929,000) $899,000 $517,000
=====================================
WEIGHTED AVERAGE COMMON SHARES AND EQUIVALENTS:
Basic 1,514,436 1,581,014 1,647,723
Diluted 1,548,844 1,600,327 1,647,723
EARNINGS (LOSS) PER COMMON SHARE:
Continuing operations:
Basic $(2.27) $(0.39) $(0.31)
Diluted (2.27) (0.39) (.31)
Discontinued operations:
Basic 0.34 0.96 0.62
Diluted 0.33 0.95 (.62)
Net earnings (loss):
Basic (1.93) 0.57 0.31
Diluted (1.93) 0.56 0.31
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
-16-
<PAGE>
VACU-DRY COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED JUNE 30, 1999, 1998, AND 1997
<TABLE>
<CAPTION>
COMMON STOCK
--------------------- WARRANTS FOR TOTAL
NUMBER COMMON RETAINED SHAREHOLDERS'
OF SHARES AMOUNT STOCK EARNINGS EQUITY
----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BALANCE, JUNE 30, 1996 1,713,354 $4,001,000 $- $4,677,000 $8,678,000
Net earnings - - - 517,000 517,000
Repurchase of common stock (80,000) (407,000) - - (407,000)
Issuance of common stock 9,403 41,000 - - 41,000
----------------------------------------------------------------
BALANCE, JUNE 30, 1997 1,642,757 3,635,000 - 5,194,000 8,829,000
Net earnings - - - 899,000 899,000
Repurchase of common stock (139,100) (835,000) - - (835,000)
Issuance of common stock 7,422 37,000 - - 37,000
Issuance of warrants - - 456,000 - 456,000
----------------------------------------------------------------
BALANCE, JUNE 30, 1998 1,511,079 2,837,000 456,000 6,093,000 9,386,000
Net loss - - - (2,929,000) (2,929,000)
Issuance of common stock 8,361 53,000 - - 53,000
================================================================
BALANCE, JUNE 30, 1999 1,519,440 $2,890,000 $456,000 $3,164,000 $6,510,000
================================================================
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
-17-
<PAGE>
VACU-DRY COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 1999, 1998, AND 1997
<TABLE>
<CAPTION>
1999 1998 1997
-----------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss) ($2,929,000) $ 899,000 $517,000
-----------------------------------------
<S> <C> <C> <C>
Adjustments to reconcile net earnings (loss) to net cash
provided by operating activities:
Income from discontinued operations (509,000) (1,523,000) (1,026,000)
Depreciation and amortization expense 488,000 333,000 332,000
Write-down of goodwill 2,935,000 - -
Deferred income tax provision (benefit) (2,863,000) 27,000 64,000
Minority interest (509,000) (8,000) -
Changes in assets and liabilities:
Accounts receivable, net (103,000) - -
Prepaid income taxes (439,000) (57,000) (70,000)
Inventories, net 806,000 - -
Prepaid expenses 5,000 - -
Accounts payable (2,159,000) - -
Accrued payroll and related liabilities 423,000 - -
Accrued expenses 30,000 - -
-----------------------------------------
(1,895,000) (1,228,000) (700,000)
-----------------------------------------
Net cash provided by (used in) continuing (4,824,000) (329,000) (183,000)
operations
-----------------------------------------
Net cash provided by discontinued operations 1,050,000 1,402,000 1,106,000
-----------------------------------------
Net cash used in operating activities (3,774,000) 1,073,000 923,000
-----------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (379,000) (89,000) (115,000)
Acquisition of Made In Nature, net of cash acquired - (297,000) -
Investing activities of discontinued operations (820,000) (506,000) (1,223,000)
-----------------------------------------
Net cash used for investing activities (1,199,000) (892,000) (1,338,000)
-----------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under the line of credit 26,924,000 11,245,000 8,030,000
Payments on line of credit (23,476,000) (10,302,000) (7,502,000)
Proceeds from issuance of long-term debt 2,100,000 - 805,000
Principal payments of long-term debt (465,000) (1,059,000) (483,000)
Repurchase of common stock - - (407,000)
Issuance of common stock 53,000 37,000 41,000
-----------------------------------------
Net cash provided by (used for) financing 5,136,000 (79,000) 484,000
activities
-----------------------------------------
NET INCREASE IN CASH 163,000 102,000 69,000
CASH AT BEGINNING OF YEAR 385,000 283,000 214,000
=========================================
CASH AT END OF YEAR $548,000 $385,000 $283,000
=========================================
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
-18-
<PAGE>
VACU-DRY COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Vacu-dry Company (Vacu-dry) was founded in 1946 and through June 30, 1999
operated in three business segments: organic products, real estate and
ingredients. As of June 30, 1999, the Company discontinued its ingredients
business and has sold or is in process of selling the assets related to this
segment (see Note 2). The business included low-moisture fruits, bulk apple
juice, apple juice concentrate, private label drink mixes, and low-moisture food
products, which were sold to manufacturers principally in the United States and
Canada.
The Company's organic products segment is operated through a separate
subsidiary, Made In Nature Company, Inc. On June 11, 1998, Vacu-dry formed Made
In Nature Company, Inc. (MINCO) upon the acquisition of certain assets and
liabilities of Made In Nature, Inc. (see Note 3). MINCO is engaged in the
business of marketing certified organic, packaged foods and chilled pasteurized
beverages. The organic food industry in the United States is also comparatively
small, with only a few organizations engaged in the marketing of organic dried
fruits and chilled pasteurized beverages.
The Company's real estate operations include commercial property rented to third
parties.
The consolidated company is referred to as the Company.
Vacu-dry's three largest customers accounted for approximately 35 percent, 17
percent and 22 percent of net sales in 1999, 1998 and 1997, respectively.
BASIS OF PRESENTATION
The accompanying financial statements include the accounts of Vacu-dry and its
85 percent-owned subsidiary, MINCO. The accompanying consolidated statements of
operations for the year ended June 30, 1998, include the accounts of MINCO for
the period from June 11, 1998, to June 30, 1998. All significant intercompany
transactions have been eliminated in consolidation.
DISCONTINUED OPERATIONS
In July 1999, the Company consummated the sale of its processed apple products
business line to Tree Top, Inc. (see Note 2). Subsequent to the sale, the
Company decided to discontinue its entire ingredients segment and is actively
pursuing potential buyers for other product lines within this segment. The
Company's continuing segments will consist of real estate management and rental
operations as well as the operations of MINCO. As a result of this decision,
Vacu-dry has classified its ingredients operations as discontinued operations
and, accordingly, has segregated the net assets and liabilities of the
discontinued operations in the consolidated balance sheet as of June 30, 1999;
has segregated the operating results in the consolidated statements of
operations for fiscal 1999, fiscal 1998, and fiscal 1997; and has segregated
cash flows from discontinued operations in the consolidated statements of cash
flows for fiscal 1999, fiscal 1998, and fiscal 1997. The notes to the
consolidated financial statements reflect the classification of the ingredients
operations as discontinued operations.
-19-
<PAGE>
SUPPLEMENTAL STATEMENTS OF CASH FLOWS INFORMATION
<TABLE>
<CAPTION>
1999 1998 1997
-------------------------------------
<S> <C> <C> <C>
Cash paid for:
Interest $528,000 $309,000 $264,000
=====================================
Income taxes $783,000 $657,000 $381,000
=====================================
Supplemental disclosure of non-cash transactions:
Equipment purchased under capital lease obligations $799,000 - -
=====================================
Repurchase of common stock through issuance
of notes payable $- $835,000 $-
=====================================
Details of acquisition of Made In Nature:
Fair value of assets acquired $- $5,374,000 $-
Liabilities assumed - (3,964,000) -
Creditor debt subsequently converted to equity - (517,000) -
Warrants issued - (456,000) -
Accrued acquisition costs - (101,000) -
-------------------------------------
Cash paid - 336,000 -
Less: Cash acquired - (39,000) -
=====================================
Net cash paid for acquisition $- $297,000 $-
=====================================
</TABLE>
INVENTORIES
Vacu-dry's inventories (included in discontinued operations net of LIFO reserves
of $412,000 and obsolescence reserves of $3,556,000) are stated at the lower of
cost, using the last-in, first-out (LIFO) method, or market. MINCO's inventories
are valued at the lower of cost, using the first-in, first-out (FIFO), method or
market (Note 4).
PROPERTY, PLANT, AND EQUIPMENT
Property and equipment acquired in connection with the acquisition of Made In
Nature were recorded at estimated fair value on the acquisition date. All other
property, plant, and equipment are stated at cost. The machinery and equipment
of the ingredients segment are included in net assets of discontinued operations
(see Note 2). Depreciation is computed using the straight-line method based upon
the estimated useful lives of the assets as follows:
Buildings and improvements 10 to 40 years
Machinery and equipment 3 to 15 years
Property, plant, and equipment (excluding those assets classified as part of
discontinued operations) consist of the following as of June 30:
1999 1998
----------------------------
Land $231,000 $231,000
Buildings and improvements 6,908,000 6,604,000
Machinery and equipment 129,000 11,348,000
Construction in progress - 390,000
----------------------------
-20-
<PAGE>
Total property, plant, and equipment 7,268,000 18,573,000
Accumulated depreciation (4,133,000) (11,803,000)
============================
Net property, plant, and equipment $3,135,000 $6,770,000
============================
Improvements that extend the life of the asset are capitalized; other
maintenance and repairs are expensed. The cost of maintenance and repairs was
$1,041,000 in 1999, $1,142,000 in 1998, and $936,000 in 1997.
IMPAIRMENT OF LONG-LIVED ASSETS
The Company reviews long-lived assets and identifiable intangibles whenever
events or circumstances indicate that the carrying amount of such assets may not
be fully recoverable. The Company evaluates the recoverability of long-lived
assets by measuring the carrying amount of the assets against the estimated
undiscounted cash flows associated with these assets. At the time such
evaluations indicate that the future undiscounted cash flows of certain
long-lived assets are not sufficient to recover the assets' carrying value, the
assets are adjusted to their fair values (based upon discounted cash flows).
During fiscal 1998, the Company acquired certain assets and liabilities of MINCO
(Note 3). This acquisition was accounted for under the purchase method, with the
excess of cost over management's estimated fair value of the net assets acquired
of $2,567,000 allocated to goodwill. Subsequent to the purchase date, goodwill
was adjusted upward by $536,000 to $3,103,000.
During 1999, management reviewed the estimated future cash flows related to this
operation and deemed them to be insufficient to fully recover the carrying value
of the assets acquired. Accordingly, the Company recognized a $2,935,000
impairment expense during the fourth quarter of fiscal 1999 to write-off all
unamortized goodwill as of June 30, 1999. The net carrying amounts of all other
MINCO assets are considered to be fully recoverable.
INCOME TAXES
The Company records income taxes in accordance with Statement of Financial
Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes." SFAS No. 109
requires the Company to compute deferred taxes based upon the amount of taxes
payable in future years after considering changes in tax rates and other
statutory provisions that will be in effect in those years.
Deferred taxes are recorded based upon differences between the financial
statement and tax bases of assets and liabilities and available tax credit
carryforwards.
REVENUE
The Company recognizes revenue upon shipment of the product, and recognizes
rental income as earned.
STOCK-BASED COMPENSATION
The Company has elected to follow Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" (APB 25), and related interpretations
in accounting for its employee stock options. Under APB 25, because the exercise
price of employee stock options equals the market price of the underlying stock
on the date of grant, no compensation expense is recorded. The Company has
adopted the disclosure-only provisions of SFAS No. 123, "Accounting for Stock
Based Compensation."
-21-
<PAGE>
EARNINGS PER COMMON SHARE
Basic earnings per common share are computed by dividing net earnings by the
weighted average number of shares of stock outstanding during the period.
Diluted earnings per common share include the impact of stock options using the
treasury stock method, if dilutive.
USE OF ESTIMATES
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.
NEW ACCOUNTING STANDARDS
In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS No.
130, "Reporting Comprehensive Income" and SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information." In 1998, the FASB issued
SFAS No. 132, "Employer's Disclosures about Pension Plans and Other
Postretirement Benefits and SFAS no. 133, "Accounting for Derivative Instruments
and Hedging Activities". In 1999, the FASB issued SFAS No. 137, deferring the
effective date of SFAS No. 133. SFAS 130 establishes standards to measure all
changes in equity that result from transactions and other economic events other
than transactions with owners. Comprehensive income is the total of net income
and all other non-owner changes in equity. Other than net earnings (loss), the
Company does not currently have comprehensive income. In accordance with SFAS
131, the Company has disclosed segment information for its two remaining
separately identified operating segments. SFAS No. 132 is not expected to impact
the Company's financial reporting. The Company will adopt SFAS 133 in 2002.
RECLASSIFICATIONS
Certain reclassifications have been made to the 1998 and 1997 consolidated
financial statements to conform to the current year presentation adopted for
fiscal 1999 and as required with respect to discontinued operations.
2. DISCONTINUED OPERATIONS:
In July, 1999, the Company consummated an asset purchase agreement (the Purchase
Agreement) with Tree Top, Inc. The Purchase Agreement governs the sale of all
intangible assets (primarily trademarks, knowhow and customer lists) and certain
of the equipment relating to the Company's processed apple products line.
Although the Purchase Agreement excludes other product lines within the
Company's ingredient segment, the Company is actively seeking buyers for the
remaining product lines of the ingredients segment and plans to discontinue
production of all ingredients segment products by June 30, 2000. Consequently,
the ingredients segment has been presented as a discontinued operation in the
accompanying consolidated financial statements. The purchase price for the sale
of the processed apple products line of $12,000,000 was paid in cash at the
closing date of the sale on July 30, 1999. In addition, equipment with a net
book value of $1,478,000 was sold for $500,000. In addition, any apple products
remaining unsold in inventory at September 30, 1999, other than distressed
inventory, will be purchased by Tree Top, Inc. at an agreed-upon price not to
exceed $2,750,000. Tree Top, Inc. is not assuming any of the Company's
liabilities. In connection with the Purchase Agreement, the Company and certain
shareholders, directors, and management will agree not to compete with Tree Top,
Inc. in processed apple product lines for a period of three to ten years. In
addition, as part of the transaction, the Company sold
-22-
<PAGE>
the Vacu-dry trademark. Thus, the Company will be seeking shareholder approval
prior to December 31, 1999 for a new name and ticker symbol.
During the first quarter of fiscal year 2000, the Company will record a net
after-tax gain from the sale of the processed apple products line and the
disposal of the remaining product lines of the ingredients segment. The net
after-tax gain will include $12,000,000 of proceeds from the sale offset by a)
the write-down of assets related to the ingredients segment to their estimated
net realizable value (assets which were impaired as a direct result of the
decision to discontinue the segment and sell the apple product line), b) costs
to be incurred in closing the discontinued segment (consisting primarily of
severance costs, professional fees, relocation costs and lease buy-outs), and c)
estimated operating losses to be incurred during the wind-down period.
Management expects such costs to be significant. Summarized historical
information of the discontinued operations is as follows:
<TABLE>
<CAPTION>
FISCAL YEAR ENDED JUNE 30
-------------------------------------------
1999 1998 1997
-------------------------------------------
<S> <C> <C> <C>
Income statement data:
Revenues $35,221,000 $26,012,000 $23,896,000
Costs and expenses (34,320,000) (23,592,000) (22,410,000)
-------------------------------------------
Operating income 901,000 2,420,000 1,486,000
Income tax expense (392,000) (897,000) (460,000)
-------------------------------------------
Income from discontinued operations, $509,000 $1,523,000 $1,026,000
net of income taxes
===========================================
Balance sheet data: JUNE 30, 1999
Accounts receivable, net of reserves of $172,000 $2,287,000
Inventories, net of reserves of $3,968,000 7,202,000
Prepaid expense 323,000
---------------
Total current assets of discontinued 9,812,000
operations
---------------
Property, plant, and equipment, net 4,448,000
---------------
Total assets of discontinued operations 14,260,000
---------------
Accounts payable 3,388,000
Accrued payroll and related liabilities 812,000
Other accrued expenses 180,000
---------------
Total liabilities of discontinued 4,380,000
operations
===============
Net assets of discontinued operations $9,880,000
===============
</TABLE>
Included in the above inventory reserve is a charge of $3,464,000 to write-down
Perma-Pak inventory to net realizable value.
3. ACQUISITION OF MADE IN NATURE:
On April 22, 1998, Made In Nature Company, Inc. (MINCO) was formed for the
purpose of acquiring certain assets and liabilities of Made In Nature, Inc. On
June 11, 1998, Vacu-dry acquired the assets and certain liabilities of Made In
Nature, Inc. In addition to the assumption of certain liabilities, Vacu-dry paid
$336,000 in cash and issued to Made In Nature, Inc. and its primary shareholder
a total of 112,000 warrants to purchase Vacu-dry's common stock at $8.00 per
share, EXPIRING through June 2003. The warrant price was equal to the market
price of the Company's stock on June 11, 1998. The value
-23-
<PAGE>
assigned to the warrants at acquisition date was $456,000 and is included in
equity as warrants for common stock. Subsequent to the purchase, Vacu-dry
entered into an agreement with a creditor of Made In Nature, Inc. whereby this
creditor converted its debt into a 15 percent equity interest in MINCO. The
acquisition was accounted for using the purchase method of accounting. The
excess of purchase price over the estimated fair values of assets acquired and
liabilities assumed of $3,103,000 was recorded as goodwill and was being
amortized on a straight-line basis over 20 years during fiscal 1999. During the
fourth quarter of fiscal 1999, the Company's analysis showed that cash flow
projections did not support the recorded value of MINCO goodwill. Consequently,
a charge of $2,935,000 was recorded to write-off the unamortized balance of
MINCO goodwill. All other MINCO assets are considered recoverable. The estimated
fair value of assets acquired and liabilities assumed is summarized as follows:
Assets:
Current assets $2,230,000
Property and equipment 41,000
-------------
Total assets 2,271,000
-------------
Liabilities:
Other current liabilities 1,369,000
Creditor debt subsequently converted to equity 517,000
Short-term notes payable 2,095,000
Other long-term debt 500,000
-------------
Total liabilities 4,481,000
-------------
=============
Net liabilities acquired $2,210,000
=============
Goodwill is calculated as follows:
Cash purchase price $336,000
Acquisition costs 101,000
Value of warrants issued 456,000
Excess of liabilities assumed over assets acquired 2,210,000
-------------
=============
Goodwill $3,103,000
=============
Subsequent to the purchase date goodwill was adjusted upward by $536,000 from
$2,567,000 to $3,103,000.
The following unaudited pro forma condensed consolidated results of continuing
operations for the years ended June 30, 1998 and 1997, are presented as if the
Made In Nature acquisition had been made at the beginning of each period
presented. The unaudited pro forma information is not necessarily indicative of
either the results of operations that would have occurred had the purchase been
made during the periods presented or the future results of the combined
operations. Consolidated results of operations for the year ended June 30, 1999,
are presented in the accompanying consolidated statements of earnings in
continuing operations.
1998 1997
------------------------------
(UNAUDITED)
Net sales $4767,000 $4,899,000
Net loss (1,648,000) (1,793,000)
Basic loss per common share $(1.04) $(1.09)
-24-
<PAGE>
4. INVENTORIES:
Inventories at June 30 (excluding those assets classified as part of
discontinued operations) consist of the following (LIFO cost for Vacu-dry; FIFO
cost for MINCO):
1999 1998
--------------------------
Finished goods $195,000 $6,692,000
Work in process - 470,000
Raw material and containers 1,318,000 442,000
--------------------------
Total $1,513,000 $7,604,000
==========================
5. BORROWINGS UNDER LINE OF CREDIT:
Borrowings under the line of credit are secured by Vacu-dry's inventory and
accounts receivable. Interest accrues monthly at the bank's prime lending rate.
1999 1998
-----------------------------------------
Balance at June 30 $5,745,000 $2,297,000
Maximum amount available under the $8,000,000 $4,500,000
line of credit
Average borrowings $3,684,000 $1,078,000
Maximum borrowings $5,851,000 $2,316,000
Interest at Prime Prime
Interest rate at June 30 7.75% 8.50%
Weighted average interest rate 7.98% 8.62%
Expiration date November 1, 2000 November 1, 1999
In accordance with the covenants of the revolving line of credit note with the
Company's bank, the Company will not, without prior written consent of the bank,
declare or pay any dividend or distribution either in cash, stock, or any other
property on the Company's stock now or hereafter outstanding. No dividends were
declared in fiscal 1999, 1998, or 1997. Among the restrictions under the line of
credit are provisions that require the Company to maintain certain financial
ratios. The Company obtained a waiver for the repurchase of stock during fiscal
1998 (see Note 8) and amended a financial covenant during 1998 to remain in
compliance with the agreement. The Company was in violation of a financial ratio
covenant as of June 30, 1999 for which it obtained a waiver as of June 30, 1999.
Subsequent to June 30, 1999, the line of credit was paid in full with a portion
of the proceeds from the Tree Top sale. Consequently, the amount outstanding
under the line as of June 30, 1999 is classified as current in the accompanying
consolidated financial statements. In August, 1999, the bank amended the line of
credit agreement, reducing the maximum line of credit to $2,000,000. This
amended line of credit expires on December 31, 1999.
-25-
<PAGE>
6. LONG-TERM DEBT:
Long-term debt consists of the following:
<TABLE>
<CAPTION>
1999 1998
-------------------------
<S> <C> <C>
Note payable: five-year consolidation note, interest fixed at
7.83 percent, interest and principal due monthly, paid in
full during 1999 $ - $67,000
Note payable: seven-year consolidation note, interest fixed at
7.75 percent, interest and principal due monthly, paid in
full in August 1999 932,000 1,147,000
Note payable: five-year note, interest at the yield of 30-day
commercial paper (6.37 percent at June 30, 1999) plus
2.1 percent, interest and principal due monthly, paid in full 434,000 592,000
in August 1999
Notes payable: unsecured five-year notes resulting from
repurchase of stock, interest at 8.5 percent, interest due
monthly, principal due on January 20, 2003 835,000 835,000
Note payable: five-year note, interest fixed at 7.19 percent,
interest and principal due monthly, maturing in
November 2003, secured by real property 2,075,000 0
-------------------------
Total 4,276,000 2,641,000
Less: Current maturities (1,416,000) (438,000)
-------------------------
Long-term debt $ 2,860,000 $ 2,203,000
=========================
</TABLE>
The Company paid off all of the above debt in September 1999, except for the
real property loan and the stockholder notes, which are expected to be paid off
based on the normal payment schedules. Interest related to these debts, as well
as interest related to the operations of MINCO is included in continuing
operations. Remaining interest expense of $197,000 is included in earnings from
discontinued operations.
Maturities of long-term debt are as follows:
YEAR ENDING
JUNE 30
- -----------------------------------
2000 $ 1,416,000
2001 55,000
2002 59,000
2003 2,746,000
2004 -
==============
Total $ 4,276,000
==============
7. INCOME TAXES:
The following is a summary of the Company's provision for income taxes:
1999 1998 1997
---------------------------------------
Current:
Federal $ 238,000 $ 486,000 $ 257,000
State 15,000 71,000 39,000
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<PAGE>
Deferred:
Federal (2,168,000) 49,000 (50,000)
State (695,000) (76,000) (14,000)
=======================================
Provision (benefit) $(2,610,000) $530,000 $232,000
=======================================
The components of the provision (benefit) related to continuing operations and
discontinued operations are as follows:
1999 1998 1997
-----------------------------------------
Continuing operations $(3,002,000) $(367,000) $(228,000)
Discontinued operations 392,000 897,000 460,000
=========================================
Provision (benefit) $(2,610,000) $530,000 $232,000
=========================================
A reconciliation of the income tax provision to the expected provision at the
federal statutory income tax rate is as follows:
<TABLE>
<CAPTION>
1999 % 1998 % 1997 %
--------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Provision (benefit) at federal $(2,056,000) 34% $486,000 34% $253,000 34%
statutory rate
State taxes, less federal tax benefit (370,000) 6 88,000 6 47,000 6
Tax credits and other (184,000) 3 (44,000) (3) (68,000) (9)
========================================================
Total provision (benefit) $(2,610,000) 43% $530,000 37% $232,000 31%
========================================================
</TABLE>
Temporary differences that gave rise to deferred tax assets and liabilities for
1999 and 1998 were as follows:
1999 1998
-------------------------
Deferred tax assets:
Employee benefit accruals $155,000 $140,000
Unicap and inventory reserves 1,741,000 246,000
Tax credit carryforwards 117,000 22,000
State income taxes 22,000 13,000
Bad debt reserves 186,000 18,000
Goodwill 963,000 -
Other 10,000 (16,000)
-------------------------
Total deferred tax assets 3,193,000 423,000
-------------------------
Deferred tax liabilities:
Depreciation (782,000) (879,000)
Property taxes (52,000) (49,000)
-------------------------
Total deferred tax liabilities (834,000) (928,000)
-------------------------
$2,358,000 $(505,000)
=========================
At June 30, 1999, the Company has state alternative minimum tax credit
carryforwards of $22,000 and various other state tax credits of $95,000 to
offset future state taxable income.
8. STOCK REPURCHASE:
During the year ended June 30, 1998, the Company repurchased 139,100 shares from
three existing shareholders in exchange for notes payable in the amount of
$835,000. The purchase price was
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<PAGE>
determined based upon the market price at or about the time of the negotiated
transaction. There were no repurchases during fiscal 1999.
9. STOCK APPRECIATION RIGHTS PLAN:
The Company has a stock appreciation rights (SAR) plan as an incentive for key
employees. Under the SAR plan, key employees are granted rights entitling them
to market price increases in the Company's stock. At June 30, 1999 and 1998,
100,000 SARs were authorized. A summary of the outstanding SARs is as follows:
RIGHTS OUTSTANDING
AT JUNE 30
----------------------
----------------------
PRICE PER RIGHT 1999 1998
- ----------------------------------------------
$2.69 1,600 4,550
3.75 750 1,600
4.31 - 1,500
4.63 500 6,500
5.63 - 200
8.88 1,000 2,000
9.63 3,000 3,000
======================
6,850 19,350
======================
All rights are granted at fair market value at the date of grant. Rights
generally vest ratably over a period from the second to the sixth anniversary
date of the grant. The SAR liability and expense or credit recorded quarterly is
based on the market price of the Company's stock as of the balance sheet date.
In 1999, 1998, and 1997, the Company increased (decreased) Selling, General, and
Administrative expenses by ($41,000), $43,000, and ($4,000), respectively, in
order to reflect the current SAR liability.
10. EMPLOYEE STOCK PURCHASE PLAN:
The Employee Stock Purchase Plan enables substantially all employees to purchase
shares of the Company's common stock at 85 percent of the market value on the
first or last business day of the quarterly offering period, whichever is lower.
A maximum of 100,000 shares is authorized for issuance over the ten-year term of
the plan that began on January 1, 1994. The following shares were issued under
the terms of the plan:
SHARES AVERAGE PRICE
ISSUED PER SHARE
-------------------------
1999 8,361 $6.34
1998 7,422 4.98
1997 9,403 4.26
11. EMPLOYEE STOCK OPTION PLAN:
During 1996, the Board of Directors (the Board) approved a stock option plan
(the Plan) for employees and nonemployee consultants covering 90,000 shares of
common stock. In 1998, the Plan was amended to cover 150,000 shares of common
stock. In 1999, the Plan was again amended to include 275,000 shares of common
stock. The Plan includes incentive stock options (ISOs) and nonqualified stock
options (NSOs). Some of the terms and conditions of the Plan are different for
ISOs and NSOs. The purchase price of each ISO granted will not be less than the
fair market value of the Company's common shares at the date of grant. The
purchase price of each NSO granted shall be determined by the Board in
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<PAGE>
its absolute discretion, but in no event shall such price be less than 85
percent of the fair market value at the time of grant. NSO and ISO options
granted are exercisable for ten years from the date of grant.
The number of shares available for granting future options was 63,826 as of June
30, 1999, 60,526 as of June 30, 1998, and 526 as of June 30, 1997.
During May 1999, the Company modified its 1996 Stock Option program (the Plan)
to include all nonbargaining employees. The modification allowed all employees
who were employed as of April 26, 1999, to participate in the Plan, resulting in
the issuance of 122,500 stock options. The options vest at 25 percent on the
first anniversary date of grant. Each option shall terminate 10 years after the
date of grant, or upon termination of the employee's relationship with the
Company. The employee is allowed a period of 90 days after the termination date
before the options expire.
A summary of the status of the Company's stock option plan at June 30, 1999, and
changes during the year ended are presented in the table below:
OPTIONS WEIGHTED AVERAGE
EXERCISE PRICE
-----------------------------------
Balance, June 30, 1998 89,474 $5.00
Granted 122,500 8.00
Cancelled (800) 8.00
Exercised - -
===================================
Balance, June 30, 1999 211,174 $6.73
===================================
Options outstanding, exercisable, and vested by price range at June 30, 1999,
are as follows:
EXERCISE PRICE OPTIONS WEIGHTED AVERAGE WEIGHTED AVERAGE
OUTSTANDING AT REMAINING FAIR VALUE OF OPTIONS
JUNE 30, 1999 CONTRACTUAL LIFE GRANTED, AT GRANT DATE
- -------------------------------------------------------------------------
$5.00 89,474 6.8 $2.00
8.00 121,700 9.5 4.24
================== ======================
211,174 3.29
================== ======================
The Company accounts for the Plan under APB Opinion No. 25, under which no
compensation cost has been recognized for employee grants of options under the
plan. Had compensation cost for the Plan been determined consistent with SFAS
No. 123, the Company's net income and earnings per share would have been reduced
to the following pro forma amounts:
1999 1998 1997
------------------------------------
Net income (loss):
As reported $(2,929,000) $899,000 $517,000
Pro forma (2,995,000) 854,000 472,000
Basic earnings per share:
As reported (1.93) 0.57 0.31
Pro forma (1.98) 0.54 0.29
Diluted earnings per share:
As reported (1.93) 0.56 0.31
Pro forma (1.98) 0.53 0.29
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<PAGE>
The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model, with the following weighted-average
assumptions used for the 1999 grants and 1996 grants, respectively: weighted
average risk-free interest rate of 5.13 and 6.61 percent; expected dividend
yield of 0 percent; expected life of four and five years for the Plan options;
expected volatility of 63.85 and 37.44 percent.
12. EARNINGS PER SHARE CALCULATION:
The Company computes earnings per share in accordance with SFAS No. 128,
"Earnings per Share." The following table provides the detail of the basic and
diluted earnings per share computations for continuing operations for the years
ended June 30, 1999 and 1998:
<TABLE>
<CAPTION>
1999 1998
----------------------------- -------------------------
DILUTED BASIC DILUTED BASIC
----------------------------- -------------------------
<S> <C> <C> <C> <C>
Net loss from continuing operations $(3,438,000) $(3,438,000) $(624,000) $(624,000)
Weighted average shares outstanding 1,514,436 1,514,436 1,581,014 1,581,014
Earnings (-loss) per common share and
common share equivalent from
continuing operations ($2.27) ($2.27) ($0.39) ($0.39)
</TABLE>
In 1999 and 1998, the effect of potentially dilutive stock options has not been
computed because the effect would be anti-dilutive given the loss from
continuing operations.
13. COMMITMENTS:
MINCO and Vacu-dry have purchase agreements with certain growers, processors,
and raw material vendors to provide the Company with products and services to be
used in the normal course of operations. The aggregate purchase commitments as
of June 30, 1999, under these agreements was approximately $75,000 for MINCO and
$333,000 for Vacu-dry (the discontinued operation).
The Company leases office space under operating leases that expire through 2004.
In addition, the Company leases computer software and hardware under capital
leases expiring through April 2003. Interest on capital leases is imputed at
7.4% with the book value of the leased equipment at $766,000 as of June 30,
1999. At June 30, 1999, future minimum rental payments for capital and operating
leases are as follows:
CAPITAL LEASES OPERATING LEASES
------------------------------------
2000 $261,000 $176,000
2001 261,000 176,000
2002 246,000 176,000
2003 143,000 176,000
2004 - 81,000
------------------------------------
$911,000 $785,000
Less: Amounts allocated to interest (112,000)
-----------------
Present value of net minimum payments 799,000
Less: Current maturities (209,000)
=================
Long-term capital obligations 590,000
=================
Rental expense under operating leases was $403,000 in 1999, $259,000 in 1998,
and $244,000 in 1997.
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<PAGE>
The Company has been leasing warehouse space, generating revenues of $665,000 in
1999, $518,000 in 1998, and $537,000 in 1997. The leases have varying terms,
which range from month-to-month to expiration dates through 2007. Future minimum
lease income as of June 30, 1999, is as follows:
YEAR ENDING JUNE 30
-------------------
2000 $650,000
2001 532,000
2002 424,000
2003 414,000
2004 414,000
Thereafter 780,000
-------------
Total $3,214,000
=============
14. RETIREMENT PLANS:
The Company has a contributory retirement savings and profit-sharing plan
covering nonunion employees. The Company contributes one and one-half times the
first 3 percent of employee contributions to the retirement savings plan.
Profit-sharing contributions are derived using a specific formula based upon the
Company's earnings. Company contributions to the retirement savings and profit
sharing plan are funded currently and were approximately $69,000 in 1999,
$148,000 in 1998, and $79,000 in 1997. The employer's contributions for any
fiscal year may not exceed the amount lawfully deductible by the Company under
the provisions of the Internal Revenue Code.
The Company contributes to a defined contribution plan for employees covered by
collective bargaining agreements. These contributions, funded currently, were
$628,000 in 1999, $477,000 in 1998, and $335,000 in 1997.
15. RESEARCH AND DEVELOPMENT:
The Company sponsors research activities relating to the development of new
products and the improvement of existing products. The cost of such activities
charged to expense was $391,000 in 1999, $370,000 in 1998, and $321,000 in 1997.
16. RELATED-PARTY TRANSACTIONS:
A member of the Company's Board is a member of the law firm that serves as the
Company's general counsel. During 1999, 1998, and 1997, the Company incurred
$124,000, $168,000, and $28,000, respectively, for legal services from this
firm. Amounts payable to this firm as of June 30, 1999, totaled $97,000.
The Company entered into an agreement with a member of the Board to provide
consulting services to the Company during the 1997 fiscal year. The Company
recorded an expense of $30,000 in fiscal 1997 related to this agreement.
During fiscal 1999, the Company incurred $150,000 for consulting services from a
current shareholder of the Company.
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<PAGE>
17. OPERATING SEGMENTS:
The Company has three reportable segments: organic products (MINCO), real
estate, and ingredients. MINCO is engaged in the business of marketing certified
organic packaged foods and chilled pasteurized beverages. Real estate includes
the leasing of the Company's owned real estate to third parties under various
operating leases. The Company is discontinuing the operations of its ingredients
segments (see Notes 1 and 2).
The Company evaluates the performance of and allocates resources to the
reportable segments based on operating income. The accounting policies of the
segments are the same as those described in Note 1.
The following summarizes reporting segment data for fiscal years 1998, 1997 and
1996:
<TABLE>
<CAPTION>
Fiscal Year Ended June 30, 1999
---------------------------------------------------------------------
Organic Real Estate Discontinued Adjustments Consolidated
operations (1) (2)
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Total sales and rental income $ 2,695,000 $665,000 $ 3,360,000
Operating income (loss) from
continuing operations before
taxes and minority interest (5,544,000) 8,000 (1,413,000) (6,949,000)
Depreciation and amortization 183,000 305,000 488,000
Interest expense 189,000 179,000 368,000
Expenditures for purchases of
fixed assets 74,000 305,000 820,000 1,199,000
Total long-lived assets, net 109,000 3,026,000 3,135,000
=====================================================================
Total assets $ 2,688,000 $ 5,924,000 $ 9,880,000 $ 18,492,000
=====================================================================
<CAPTION>
Fiscal Year Ended June 30, 1998
---------------------------------------------------------------------
Organic Real Estate Discontinued Adjustments Consolidated
operations (1) (2)
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Total sales and rental income 151,000 518,000 669,000
Operating income (loss) from
continuing operations before
taxes and minority interest (90,000) 31,000 (940,000) (999,000)
Depreciation and amortization 5,000 328,000 769,000 1,102,000
Interest expense - 34,000 34,000
Expenditures for purchases of
fixed assets 55,000 34,000 506,000 595,000
Payments for intangibles and 3,103,000 - - 3,103,000
other
Total expenditures for
long-lived assets 3,158,000 34,000 506,000 3,698,000
Total long-lived assets, net 55,000 3,027,000 6,786,000 9,868,000
=====================================================================
Total assets $ 6,296,000 $ 3,469,000 $ 11,162,000 $ 20,927,000
=====================================================================
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Fiscal Year Ended June 30, 1997
---------------------------------------------------------------------
Organic Real Estate Discontinued Adjustments Consolidated
operations (1) (2)
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Total sales and rental income - $ 537,000 $ 537,000
Operating income (loss) from
continuing operations before
taxes and minority interest - 447,000 (1,184,000) (737,000)
Depreciation and amortization - 332,000 693,000 1,025,000
Interest expense - -
Expenditures for purchases of
fixed assets - 115,000 1,223,000 1,338,000
Total long-lived assets, net - 3,321,000 6,547,000 9,868,000
=====================================================================
Total assets - $ 3,913,000 $ 10,663,000 $ 14,576,000
=====================================================================
</TABLE>
(1) Discontinued operations adjustments reflect assets and expenditures related
to the discontinued operations.
(2) Adjustments relate to items historically included with the discontinued
segment in management's internal reporting, or not allocated to either
segment. These items are not included in discontinued operations for
financial reporting purposes in accordance with Accounting Principles Board
Statement no. 130, "Disclosures About Segments of an Enterprise and Related
Information".
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEMS 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The directors and executive officers of Registrant, their ages and
executive positions as appropriate, are set forth below. Directors are elected
for terms of one year or, if appointed mid-term, serve until the next meeting of
shareholders. Unless otherwise indicated, officers are full-time employees and
serve at the discretion of the board of directors.
NAME AGE DIRECTOR EXECUTIVE POSITION
Gary L. Hess 47 Yes Chief Executive Officer, Chief Financial
Officer, President, and Director
Edward Koplovsky 60 Yes
Roger S. Mertz 55 Yes
Fredric Selinger 60 Yes
Craig R. Stapleton 54 Yes
Donal Sugrue 67 Yes
-33-
<PAGE>
Mr. Hess was elected President and Chief Executive Officer of the Company
on May 1, 1996 and Chief Financial Officer on June 14, 1999. Prior thereto he
was a Senior Vice President of Dole Food Company, Inc. (fresh and processed
fruit) (1993-1996); President of Cadace Enterprises, Inc. (water conservation
products) and The Marketing Partnership 1992-1993; and Director of Marketing, E.
& J. Gallo Winery (wine and distilled spirits) (1987-1992).
Mr. Koplovsky is Chairman and Chief Executive Officer of Clermont, Inc.,
a specialty fruit processing concern.
Mr. Mertz is an attorney-at-law. He is a partner of the California law
firm of Allen, Matkins, Leck, Gamble & Mallory LLP. Prior to October 1999, Mr.
Mertz was a member of the San Francisco, California law firm of Severson &
Werson.
Mr. Selinger is Senior Managing Director of Corporate Finance of Sutter
Securities, Incorporated, a private investment banking and consulting company.
Prior to March 1995, Mr. Selinger was Managing Director of Jackson Square
Capital Corp., a private investment banking and consulting company.
Mr. Stapleton is President of Marsh & McLennan Real Estate Advisors, Inc.
(real estate management). He is also a director of Allegheny Properties, Inc.
(real estate investments); a director of T.B. Woods, Incorporated (industrial
power transmission products); and a director of Cornerstone Properties (real
estate investments).
Mr. Sugrue, now retired, was the President and Chief Executive Officer of
the Company from 1990-1996.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Executive officers, directors and greater than ten-percent
shareholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, during fiscal year 1999
all filing requirements applicable to its executive officers, directors, and
greater than ten-percent beneficial owners were complied with except that Mr.
Stapleton filed late one Form 4, reporting one transaction untimely, and Mr.
Hess filed late two Forms 4, reporting two transactions untimely.
ITEM 11. EXECUTIVE COMPENSATION
The Summary Compensation Table shows certain compensation information for
the Chief Executive Officer and the Company's most highly paid executive
officers (collectively referred to as the "Named Executive Officers").
Compensation data for other executive officers is not presented in the charts
because aggregate compensation for any such executive officer did not exceed
$100,000 for services rendered in all capacities during fiscal year 1999.
Compensation data is shown for the fiscal years ended June 30, 1999, 1998 and
1997. This information includes the dollar value of base salaries, bonus awards,
the number of SARs granted, and certain other compensation, if any, whether paid
or deferred.
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<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE(a)
===================================================================================================
Long Term
Compensation ALL OTHER
ANNUAL COMPENSATION AWARDS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS/SARS (#) ($)
<S> <C> <C> <C> <C> <C>
Gary L. Hess(b) 1999 178,670 -0- -0- 19,268(c)
President and Chief Executive 1998 160,000 80,000 -0- 18,178(d)
Officer 1997 150,000 47,500 -0- 10,789(e)
(a) Amounts shown include cash and non-cash compensation earned with respect to the year shown above.
(b) Mr. Hess was appointed President and Chief Executive Officer on May 1, 1996, and Chief Financial Officer on June 14, 1999.
(c) All other Compensation includes $11,640 contributed by the Company with respect to Mr. Hess to the Company's 401(k) plan, a Life
Insurance payment of $428, which is calculated as compensation by multiplying the portion of benefit payable to Mr. Hess' estate
by the premium paid in the fiscal year, and a $7,200 car allowance.
(d) The Company contributed $10,764 with respect to the 401(k) plan, $214 for a life insurance benefit, and a $7,200 car allowance.
(e) Includes $3,375 contributed by the Company with respect to the Company's 401(k) plan, a Life Insurance payment of $214, and a
$7,200 car allowance.
</TABLE>
OPTIONS GRANTED IN THE LAST FISCAL YEAR
The following table sets forth the option granted during the last fiscal
year to each of the named executive officers of Registrant.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
=================================================================================================
Potential
Realizable Value
at Assumed
Annual Rates of Alternative
Stock Price to (f) and
Appreciation for (g): Grant
Individual Grants Option Term Date Value
- --------------------------------------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS EXERCISE
UNDERLYING GRANTED TO OR BASE GRANT DATE
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION PRESENT
NAME GRANTED (#) FISCAL YEAR (A) ($/SH) DATE 5% ($) 10% ($) VALUE
---- ----------- ---------- ------ ---- ------ ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Gary L. Hess -0- -0- -0- -0- -0- -0- -0-
(a) Based on 122,500 options granted to all employees.
</TABLE>
-35-
<PAGE>
OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUES.
The following table sets forth the options exercised during the last
fiscal year by named executive officer of Registrant.
<TABLE>
<CAPTION>
AGGREGATED OPTIONS EXERCISED AND OPTION VALUES IN FISCAL YEAR 1999
===============================================================================================
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Option/SARs at FY-End Options/SARs at FY-End($)
------------------------- -------------------------
SHARES
ACQUIRED ON VALUE
NAME EXERCISE (#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
<S> <C> <C> <C> <C>
Gary L. Hess -0- -0- 89,474/0 $425,001.50/$0.0
</TABLE>
COMPENSATION OF DIRECTORS
Outside Directors receive $300 per month for serving as Directors, $600
for each Board meeting attended, $400 for each telephone call Board meeting
($200 if less than 30 minutes), and $400 for each committee meeting attended.
Directors' fees paid by the Company during fiscal year 1999 totaled $35,700.
Executive Officers of the Company who also serve on the Board of Directors are
not specifically compensated for duties as directors.
The San Francisco law firm of Severson & Werson, of which Mr. Mertz was
a member, served as the Company's legal counsel during fiscal 1999.
Sutter Securities Incorporated, of which Mr. Selinger is Senior Managing
Director of Corporate Finance, served as a financial advisor and rendered a
fairness opinion to the Company in connection with its July 1999 sale of assets
to Tree Top, Inc. for which it received a fee of $50,000.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS.
The Company entered into an Employment Agreement with Mr. Hess dated
March 14, 1996, pursuant to which Mr. Hess is employed by the Company as its
President, Chief Executive and Financial Officer. Under the agreement, Mr. Hess
is entitled to an annual base salary of $150,000, subject to annual review, an
incentive bonus during the first year of $75,000, one-half of which is at the
discretion of the Compensation Committee of the Board of Directors and one-half
of which is based on the Company achieving pre-tax return equal to at least a
12% return on adjusted shareholders' equity and other requirements as may be
agreed. Mr. Hess was granted an option to purchase 89,474 shares of the
Company's common stock at $5.00 per share, the fair market value of a share of
the Company's common stock on May 1, 1996. The options were granted pursuant to
the Company's 1996 Stock Option Plan. Under the agreement Mr. Hess serves at
will. In addition, Mr. Hess is entitled to the reimbursement of relocation
expenses, temporary living expense, an automobile allowance and certain other
fringe benefits. On June 20, 1999, the Company and Mr. Hess amended the
Employment Agreement such that in the event of termination of his employment by
the Company prior to June 17, 2002, for any reason other than cause or other
than upon resignation, Mr. Hess is entitled to continued salary at the minimum
base salary provided above for that number of months which remain between the
date of termination and June 17, 2002, but not less than six.
-36-
<PAGE>
CONSULTING AGREEMENT BETWEEN MR. HESS AND TREE TOP, INC.
As part of the Company's asset sale of its apple product lines to Tree
Top, Inc., Mr. Hess entered into a three-year consulting and non-competition
agreement with Tree Top as of June 17, 1999. The consulting agreement provides
for payments to Mr. Hess in the amount of $833 per month in return for
consulting and advisory services concerning the product lines sold to Tree Top.
It is estimated that Mr. Hess' consulting services will average 5 hours per
month, and in no event will exceed 10 hours per month. During the term of the
agreement, Mr. Hess has agreed not to directly or indirectly, own, manage,
control, participate in, perform services for or otherwise carry on a business
competitive with the apple product lines anywhere in the world.
COMPENSATION AND RETIREMENT PLAN COMMITTEE REPORT
This report is provided by the Compensation and Retirement Plan Committee
of the Board of Directors (the "Committee") to assist stockholders in
understanding the Committee's objectives and procedures in establishing the
compensation of Vacu-dry Company's Chief Executive Officer and other executive
officers. The Committee, made up of non-employee Directors, is responsible for
establishing and administering the Company's executive compensation program.
None of the members of the Committee is eligible to receive awards under the
Company's incentive compensation programs.
Vacu-dry's executive compensation program is designed to motivate,
reward, and retain the management talent needed to achieve its business
objectives and maintain its competitiveness in the food processing industry. It
does this by utilizing competitive base salaries that recognize a philosophy of
career continuity and by rewarding exceptional performance and accomplishments
that contribute to the Company's success.
COMPENSATION PHILOSOPHY AND OBJECTIVE
The philosophical basis of the compensation program is to pay for
performance and the level of responsibility of an individual's position. The
Committee finds greatest value in executives who possess the ability to
implement the Company's business plans as well as to react to unanticipated
external factors that can have a significant impact on corporate performance.
Compensation decisions for all executives, including the Named Executive
Officers, are based on the same criteria. These include quantitative factors
that reflect improvements in the Company's short and long-term financial
performance, as well as qualitative factors which reflect the strength of the
Company over the long term, such as demonstrated leadership skills and the
ability to deal quickly and effectively with difficulties which sometimes arise.
The Committee believes that compensation of Vacu-dry's key executives should:
1. Link rewards to business results and stockholder returns;
2. Encourage creation of stockholder value and achievement of strategic
objectives;
3. Maintain an appropriate balance between base salary and short-and
long-term incentive opportunity;
4. Attract and retain, on a long-term basis, highly qualified executive
personnel; and
5. Provide total compensation opportunity that is competitive with that
provided by competitors in the food processing industry, taking into
account relative company size and performance as well as individual
responsibilities and performance.
-37-
<PAGE>
KEY ELEMENTS OF EXECUTIVE COMPENSATION
Vacu-dry's executive compensation program consists of three elements:
Base Salary, Short-Term Incentives and Long-Term Incentives. Payout of
short-term incentives depends on corporate performance. Payout of the long-term
incentives depends on performance of Vacu-dry stock.
BASE SALARY. A competitive base salary is crucial to support the
philosophy of management development and career orientation of executives.
Salaries are targeted to pay level with the Company's competitors and companies
having similar capitalization, revenues, etc. Executive salaries are reviewed
annually. Assessment of an individual's relative performance is made annually
based on a number of quantitative factors such as stock price, earnings and
revenues, as well as qualitative factors which include initiative, business
judgment, technical expertise, and management skills. In 1995, the Company
implemented a salary freeze in response to reduced sales and profits which
lasted until fiscal 1997.
SHORT-TERM INCENTIVE. Short-term awards to executives are made in cash to
recognize contributions to the Company's business during the past year. The
Company maintains a Bonus Plan as an incentive for executive officers of the
Company. The bonus an executive receives is dependent on individual performance
and level of responsibility.
LONG-TERM INCENTIVE. Long-term incentive awards provided by
shareholder-approved compensation programs are designed to develop and maintain
strong management through share appreciation awards. The Company's 1985 Stock
Appreciation Rights Plan creates incentives for executives and other key
employees by providing them with an opportunity to indirectly participate in the
appreciation in the market value of the Company's common stock.
In 1993, the directors approved the adoption of the 1994 Employee Stock
Purchase Plan (the "Plan"). All employees, including executive officers, may
purchase shares of the Company's Common Stock at a discount of 85% of the market
value on the first or last business day of the quarterly offering period,
whichever is lower. The plan became effective January 1, 1994.
1999 CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Hess' base salary for fiscal 1999 was $178,670. Mr. Hess earned no
bonuses during the fiscal year ending June 30, 1999. Mr. Hess received a total
of $11,640 as a contribution to the Company's 401(k) plan and Profit Sharing
Plan, a life insurance payment of $428, and a $7,200 car allowance.. The
Committee believes Mr. Hess' total compensation package is appropriate for Mr.
Hess' level of responsibility and is well within competitive practice. The
Committee also believes the compensation is appropriate to the Company's
financial performance during the year.
Compensation Committee: Craig R. Stapleton, Chairman; Edward Koplovsky; and
Fredric Selinger
SHARE INVESTMENT PERFORMANCE
The following table compares the total return performance of the Company
for the periods indicated with the performance of the NASDAQ Market Index and
the performance of a Peer Index comprised of companies having the same Standard
Industrial Classification ("SIC") number as the Company. The Company's shares
are traded over-the-counter on the NASDAQ National Market under the symbol
"VDRY". The Peer Index includes the publicly traded stocks of Ampal American
Israel Corp., Chiquita Brands International Inc., H.J. Heinz Co., Odwalla Inc.,
Seneca Foods Corp. Class B, J.M. Smucker Co. Class A, Unimark Group, Inc., and
Vacu-dry Company. Prior years' Peer Index included Stokely USA, Inc. In January,
1998, Chiquita Brands International, Inc. acquired by merger
-38-
<PAGE>
Stokely USA, Inc., which ceased trading on the NASDAQ National Market.
Consequently, the Company substituted Chiquita Brands International, Inc. into
its Peer Index in place of Stokely USA, Inc. beginning in the fiscal year ended
June 30, 1998. The NASDAQ Index includes only shares of companies traded on the
NASDAQ National Market System or over-the-counter, which have been publicly
traded continuously since June 30, 1992. The total return indices reflect
reinvested dividends and are weighted on a market capitalization basis at the
time of each reported data point.
YEAR (JUNE 30) 1994 1995 1996 1997 1998 1999
-------------- ---- ---- ---- ---- ---- ----
Vacu-dry Company 100 51 58 49 82 107
NASDAQ Stock Market 100 133 171 208 274 393
Peer Index 100 141 149 221 272 246
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
A beneficial owner of a security includes any person who directly or
indirectly has or shares voting power and/or investment power with respect to
such security. Voting power is the power to vote or direct the voting of
securities, and investment power is the power to dispose of or direct the
disposition of securities. The following tables, based in part upon information
supplied by officers, directors and principal Shareholders, set forth certain
information regarding the ownership of the Company's voting securities as of
September 30, 1999 by (i) all those known by the Company to be beneficial owners
of more than five percent of any class of the Company's voting securities; (ii)
each director; (iii) each Named Executive Officer; and (iv) all executive
officers and directors of the Company as a group. Unless otherwise indicated,
each of the Shareholders has sole voting and investment power with respect to
the shares beneficially owned, subject to community property laws where
applicable.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS (A)
Amount of Direct
Name and Address of Common Stock
Beneficial Owner Beneficial Ownership Percent of Class(b)
- ----------------------------- ------------------------ ------------------------
Craig R. Stapleton(c) 325,516 21.4%
135 East Putnam Avenue
Greenwich, CT 06830
(a) Security ownership information for beneficial owners is taken from
statements filed with the Securities and Exchange Commission pursuant to
Sections 13(d), (f) and (g) and information made known to the Company.
(b) As of October 11, 1999, 1,520,087 shares of Common Stock were issued and
outstanding.
(c) Includes 190,466 shares owned by Mr. Stapleton or trusts for
the benefit of Mr. Stapleton, 45,150 shares as trustee of a trust of which
Mr. Stapleton is a residual beneficiary, 29,400 shares as trustee of a
trust for the benefit of his children and certain other relatives and to
which Mr. Stapleton disclaims any beneficial interest, and 60,500 shares
owned by Mr. Stapleton's wife and children to which Mr. Stapleton disclaims
any beneficial interest.
-39-
<PAGE>
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The table below presents the security ownership of the Company's
Directors, Named Executive Officers and all directors and executive officers as
a group as of September 30, 1999.
Amount of Common Shares
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED (A) PERCENT OF CLASS (B)
Gary L. Hess 122,428 (c) 8.05%
Edward Koplovsky 37,866 2.5%
Roger S. Mertz 49,266 (d) 3.2%
Frederic Selinger 2,000 *
Craig R. Stapleton 325,516 (e) 21.4%
Donal Sugrue 28,790 (f) 1.9%
All directors and executive
officers as a group (7 persons) 565,866 37.2%
- --------------------------------------------------------
* Does not exceed 1% of the referenced class of securities.
(a) Shares listed in this column include all shares held by the named
individuals and all directors and executive officers as a group in their own
names and in street name and also includes all shares allocated to the
accounts of the named individuals and all directors and executive officers
as a group under the Company's Employee Stock Purchase Plan.
(b) Calculation based on 1,520,087 shares of Common Stock outstanding as of
October 11, 1999.
(c) Includes 30,004 shares owned directly and 89,474 vested stock options.
Also includes 2,950 shares owned by Mr. Hess' wife in trust to which Mr.
Hess disclaims any beneficial interest.
(d) Includes 6,000 shares held by Mr. Mertz as trustee and to which Mr. Mertz
disclaims any beneficial interest.
(e) Includes 190,466 shares owned by Mr. Stapleton or trusts for the benefit of
Mr. Stapleton, 45,150 shares as trustee of a trust of which Mr. Stapleton is
a residual beneficiary, 29,400 shares as trustee of a trust for the benefit
of his children and certain other relatives and to which Mr. Stapleton
disclaims any beneficial interest, and 60,500 shares owned by Mr.
Stapleton's wife and children to which Mr. Stapleton disclaims any
beneficial interest.
(f) Includes 28,790 shares held by the Sugrue 1992 Family Trust, of which Mr.
Sugrue is a trustee.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Roger Mertz, a Director, was a member of the law firm that served as the
Company's general counsel during fiscal year 1999 in which the Company incurred
$124,000 for legal services from this firm. Amounts payable to this firm as of
June 30, 1999, totaled $97,000.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND REPORTS ON FORM 8-K.
Documents filed as part of this Report:
(A)(1) FINANCIAL STATEMENTS
The information required by this Item appears in Item 8 of this Annual
Report on Form 10-K.
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<PAGE>
(a)(2) FINANCIAL STATEMENT SCHEDULES
Financial statement schedules not included herein have been omitted
because of the absence of conditions under which they are required or because
the required information, where material, is shown in the financial statements
or notes thereto.
(a)(3) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DOCUMENT DESCRIPTION
<S> <C>
3.1(1) Articles of Incorporation, as amended to date
3.2(2) By-Laws, as amended to date
10.1(3) Employment Agreement between Vacu-dry Company and Gary L. Hess, dated March 14,
1996
10.2(2) Stock Appreciation Rights Plan
10.3(4) 1996 Stock Option Plan, as amended
10.4(5) 1993 Employee Stock Purchase Plan
10.5(6) Agreement dated June 11, 1998 between MIN Acquisition Corp., Vacu-dry Company
and Global Walk, Inc.
10.6(6) Co-Sale Agreement dated June 11, 1998 between Vacu-dry Company and Global Walk,
Inc.
10.7(6) Asset Purchase Agreement dated June 11, 1998 between Vacu-dry Company, MIN
Acquisition Corp., Made In Nature, Inc. and Gerald E. Prolman
10.8(6) Warrant to Purchase Common Stock dated June 11, 1998 issued by Vacu-dry Company
to Made In Nature, Inc.
10.9(6) Warrant to Purchase Common Stock dated June 11, 1998 issued by Vacu-dry Company
to Gerald E. Prolman
10.10(7) Amendment to Employment Agreement between Vacu-dry Company and Gary L. Hess,
dated June 20, 1999.
10.11(7) Asset Purchase Agreement dated June 21, 1999 between Vacu-dry Company and Tree
Top, Inc.
11 Computation of Per Share Earnings
21 Subsidiaries of the registrant
23 Consent of Independent Public Accountants
27 Financial Data Schedule (EDGAR Filing Only)
</TABLE>
- ---------------------
(1) Incorporated by reference to the registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1988.
(2) Incorporated by reference to the registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1992.
(3) Incorporated by reference to the registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1996.
(4) Incorporated by reference to the registrant's Registration Statement on
Form S-8 (No. 333-84295) filed on August 2, 1999.
-41-
<PAGE>
(5) Incorporated by reference to the registrant's Registration Statement on
Form S-8 (No. 033-70870) filed on October 27, 1993.
(6) Incorporated by reference to the registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1998.
(7) Incorporated by reference to Annex A to the registrant's Consent Statement
on Schedule 14A filed on July 14, 1999.
(b) REPORTS ON FORM 8-K
During the quarter ended June 30, 1999, the Company filed one Current Report on
Form 8-K. The Form 8-K, dated June 24, 1999, reported the signing of an
agreement dated June 21, 1999 between Vacu-dry and Tree Top, Inc., pursuant to
which Vacu-dry agreed to sell substantially all of its assets relating to its
product lines of processed apple products and products containing apple
products.
-42-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: October 27, 1999 VACU-DRY COMPANY
By:/S/ GARY L. HESS
Chief Executive Officer
President
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURES TITLE DATE
/S/ GARY L. HESS Chief Executive Officer, Chief October 27, 1999
Gary L. Hess Financial Officer, President,
and Director
/S/ EDWARD KOPLOVSKY Director October 27, 1999
Edward Koplovsky
/S/ ROGER S. MERTZ Director October 26, 1999
Roger S. Mertz
/S/ FREDERIC SELINGER Director October 26, 1999
Fredric Selinger
/S/ CRAIG STAPLETON Director October 28, 1999
Craig Stapleton
/S/ DONAL SUGRUE Director October 27, 1999
Donal Sugrue
-43-
<PAGE>
(a)(3) EXHIBITS
EXHIBIT
NO. DOCUMENT DESCRIPTION
11 Computation of Per Share Earnings*
21 Subsidiaries of the registrant*
23.1 Consent of Independent Public Accountants*
27 Financial Data Schedule (EDGAR Filing Only)*
- ---------------------
* Filed herewith
<TABLE>
<CAPTION>
Exhibit 11
COMPUTATION OF EARNINGS (LOSS) PER SHARE
FROM CONTINUING OPERATIONS
YEAR ENDED JUNE 30,
1999 1998 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
NET EARNINGS (LOSS) FROM CONTINUING
OPERATIONS APPLICABLE TO COMMON STOCK
$(3,438,000) $(624,000) $(509,000)
AVERAGE COMMON SHARES OUTSTANDING
1,514,436 1,581,014 1,647,723
AVERAGE COMMON AND COMMON EQUIVALENT SHARES
OUTSTANDING 1,548,844 1,600,327 1,647,723
EARNING PER COMMON SHARE
Basic $ (2.27) $ (0.39) $ (0.31)
Diluted (1) $ (2.27) $ (0.39) $ (0.31)
(1) The effect of potentially dilutive stock options has not been computed
because the effect would be anti-dilutive.
</TABLE>
Exhibit 21
SUBSIDIARIES OF THE REGISTRANT
ENTITY LEGAL STATUS STATUS
- ------ ------------ ------
Made In Nature Company, Inc. A California corporation Active
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 10-K/A, into the Company's previously filed
Registration Statements on Form S-8 (File nos. 033-70870 and 333-84295).
ARTHUR ANDERSEN LLP
San Francisco, California
October 28, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Exhibit 27
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 10-K FOR
THE YEAR ENDED JUNE 30, 1999, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> JUN-30-1999
<CASH> 548,000
<SECURITIES> 0
<RECEIVABLES> 618,000
<ALLOWANCES> 291,000
<INVENTORY> 1,513,000<F1>
<CURRENT-ASSETS> 10,582,000
<PP&E> 7,248,000
<DEPRECIATION> 4,113,000
<TOTAL-ASSETS> 18,492,000
<CURRENT-LIABILITIES> 8,532,000
<BONDS> 0
0
0
<COMMON> 2,890,000<F2>
<OTHER-SE> 3,620,000
<TOTAL-LIABILITY-AND-EQUITY> 18,492,000
<SALES> 2,657,000
<TOTAL-REVENUES> 3,360,000
<CGS> 2,234,000
<TOTAL-COSTS> 9,941,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 368,000
<INCOME-PRETAX> (6,949,000)<F3>
<INCOME-TAX> (3,002,000)
<INCOME-CONTINUING> (3,438,000)
<DISCONTINUED> 509,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,929,000)
<EPS-BASIC> .57
<EPS-DILUTED> .56
<FN>
<F1> NET OF RESERVE OF $378,000
<F2> 1,519,440 TOTAL COMMON SHARES OUTSTANDING
<F3> BEFORE MINORITY INTEREST OF $509,000
</FN>
</TABLE>
