<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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(MARK ONE) FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
For the quarterly period ended November 7, 1999
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- --- SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-5364
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FRANK'S NURSERY & CRAFTS, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
MICHIGAN 38-1561374
- --------------------------------- ----------------------
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
1175 West Long Lake Road, Troy, Michigan 48098
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number: (248) 712-7000
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Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report.
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
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
required to be filed by Section 12, 13 or 15(d) of the Securities and Exchange
Act of 1934 subsequent to the distribution of securities under a plan confirmed
by a court. Yes No
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APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date: Common Stock, $1.00
par value, 1,000 shares outstanding as of December 22, 1999 held by FNC Holdings
Inc. There is no public trading market for the outstanding shares.
<PAGE> 2
FRANK'S NURSERY & CRAFTS, INC.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FRANK'S NURSERY & CRAFTS, INC.
STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Twelve Weeks Ended Forty Weeks Ended
------------------------ -----------------------
November 7, November 1, November 7, November 1,
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
NET SALES $ 68,121 $ 71,896 $ 358,257 $ 374,632
OPERATING COSTS AND EXPENSES:
Cost of sales, including
buying and occupancy 57,425 56,384 252,779 260,754
Selling, general and
administrative 28,595 25,189 101,864 98,680
Amortization of goodwill 562 539 1,875 1,829
Other income (180) (38) (684) (2,673)
--------- --------- --------- ---------
86,402 82,074 355,834 358,590
--------- --------- --------- ---------
INCOME (LOSS) FROM OPERATIONS (18,281) (10,178) 2,423 16,042
INTEREST AND DEBT EXPENSE 5,721 5,181 17,317 16,584
--------- --------- --------- ---------
LOSS BEFORE INCOME TAXES AND
EXTRAORDINARY ITEM (24,002) (15,359) (14,894) (542)
INCOME TAXES
--------- --------- --------- ---------
LOSS BEFORE EXTRAORDINARY ITEM (24,002) (15,359) (14,894) (542)
EXTRAORDINARY ITEM (5,148)
--------- --------- --------- ---------
NET LOSS $ (24,002) $ (15,359) $ (14,894) $ (5,690)
========= ========= ========= =========
</TABLE>
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FRANK'S NURSERY & CRAFTS, INC.
BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
NOVEMBER 7, November 1, January 31,
1999 1998 1999
---------- ----------- ----------
(UNAUDITED) (Unaudited)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 10,510 $ 11,445 $ 5,156
Marketable securities 2,673
Notes receivable 569
Accounts receivable 2,152 1,822 2,294
Merchandise inventory 149,768 127,073 97,931
Prepaid expenses and other
current assets 5,923 6,700 6,152
--------- --------- ---------
Total current assets 171,026 147,040 112,102
--------- --------- ---------
PROPERTY, PLANT AND EQUIPMENT,NET 215,915 211,164 210,575
GOODWILL, LESS ACCUMULATED
AMORTIZATION OF $4,450,
$2,003 AND $2,575 93,192 96,092 95,067
OTHER ASSETS AND DEFERRED CHARGES 14,893 15,670 15,519
--------- --------- ---------
$ 495,026 $ 469,966 $ 433,263
========= ========= =========
LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts payable $ 42,446 $ 42,098 $ 33,782
Accrued expenses 33,465 37,413 41,036
Notes payable to banks 90,000 55,000 20,000
Current portion of long-term debt 4,566 1,892 3,726
--------- --------- ---------
Total current liabilities 170,477 136,403 98,544
--------- --------- ---------
LONG-TERM DEBT:
Senior debt 52,768 58,268 55,969
Subordinated debt 115,000 115,000 115,000
--------- --------- ---------
Total long-term debt 167,768 173,268 170,969
--------- --------- ---------
OTHER LIABILITIES AND DEFERRED CREDITS 11,742 13,718 12,687
SHAREHOLDER'S EQUITY:
Common stock $1.00 par value,
1,000 shares authorized,
1,000 shares issued 1 1 1
Capital in excess of par value 165,999 165,999 165,999
Net parent investment 4,463 (829) (4,407)
Retained deficit (25,424) (18,594) (10,530)
--------- --------- ---------
Total shareholder's equity 145,039 146,577 151,063
--------- --------- ---------
$ 495,026 $ 469,966 $ 433,263
========= ========= =========
</TABLE>
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<PAGE> 4
FRANK'S NURSERY & CRAFTS, INC.
STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Forty Weeks Ended
-------------------------
NOVEMBER 7, November 1,
1999 1998
-------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (14,894) $ (5,690)
Adjustments to reconcile net loss to net
cash provided by operations:
Extraordinary item 5,148
Depreciation 13,312 11,176
Amortization 2,847 2,855
Other (365) (1,539)
--------- ---------
900 11,950
Changes in current assets and current liabilities:
Accounts and notes receivable 715 2,681
Marketable securities (2,894)
Inventory (51,837) (46,324)
Prepaid expenses 229 (482)
Accounts payable 8,664 10,153
Accrued expenses (6,960) (19,623)
--------- ---------
Net cash used in operations (51,183) (41,645)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment (19,991) (9,640)
Other 19 3,931
--------- ---------
Net cash used in investing activities (19,972) (5,709)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of long-term debt 115,000
Debt issue costs (6,148)
Increase (decrease) in net parent investment 8,870 (136)
Increase in notes payable to banks 70,000 45,000
Payment of long-term debt and capital lease
obligations (2,361) (111,017)
--------- ---------
Net cash provided by financing activities 76,509 42,699
--------- ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 5,354 (4,655)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 5,156 16,100
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 10,510 $ 11,445
========= =========
</TABLE>
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<PAGE> 5
NOTES TO FINANCIAL STATEMENTS (IN THOUSANDS)
NOTE 1: BASIS OF PRESENTATION
In the opinion of the Company, the financial statements
reflect all adjustments necessary for a fair statement of the
results for the interim periods presented herein. In the
opinion of management such adjustments consisted of normal
recurring items. Financial results of the interim period are
not necessarily indicative of results that may be expected for
any other interim period or for the fiscal year. For further
information, refer to the financial statements and footnotes
thereto included in the Company's report on Form 10-K for the
fiscal year ended January 31, 1999 dated April 22, 1999.
NOTE 2: DEBT
At November 7, 1999 the Company had a credit facility with
various banks and financial institutions providing for total
borrowings of up to $129.4 million. The Company had borrowings
outstanding of $109.4 million and outstanding letters of
credit of $14.9 million at November 7, 1999 representing the
peak borrowing period for the Company's seasonal buildup of
Christmas inventory. The credit facility requires the Company
to maintain certain financial ratios. The Company was not in
compliance with two of its covenants under the credit facility
at November 7, 1999, the cash interest expense coverage ratio
and the leverage ratio. The Company obtained an amendment and
waiver dated December 20, 1999 which waives the covenant
noncompliance at November 7, 1999 and amends the credit
agreement through December 24, 2003. In addition a new
financial coverage ratio of inventory to revolver usage and a
limitation on capital expenditures for the fiscal year 2000
have been added by the amendment. The interest rate spread on
outstanding borrowings has increased by 50 basis points.
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<PAGE> 6
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Third quarter of 1999 compared with the third quarter of 1998
Results of operations
Net Sales
NET SALES were $68.1 million for the twelve week 1999 third quarter
which ended November 7, 1999 compared with $71.9 million in the 1998 third
quarter which ended November 1, 1998. Total net sales decreased 5.3% and
same-store sales decreased 6.8%. Total net sales and comparable same-store sales
were negatively impacted by continuing adverse weather patterns compared to last
year such as drought conditions in the east as well as the negative effects of
the Company's continued actions in phasing out certain classes of crafts, pet
and Halloween merchandise.
Earnings
COST OF SALES, INCLUDING BUYING AND OCCUPANCY EXPENSES, were $57.4
million in the 1999 third quarter compared to $56.4 million in the 1998 third
quarter. Cost of sales, as a percentage of net sales, was 84.3% in the 1999
third quarter compared to 78.4% in the 1998 third quarter, an increase of 5.9
percentage points. Merchandise margins decreased 3.1 percentage points compared
to the prior year's quarter as a result of slightly higher markdowns and
markouts in lawn and garden, principally livegoods, and as a result of phasing
out of certain discontinued classes through clearance activities. Buying and
occupancy costs increased $1.1 million due primarily to increased depreciation,
repairs and maintenance and other occupancy related costs including $.3 million
for new stores. Buying and occupancy costs as a percentage of net sales
increased by 2.8 points.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES in the 1999 third quarter
were $28.6 million compared to $25.2 million in the 1998 third quarter. The
increase in selling, general and administrative expense was largely accounted
for by changes in the timing of spending for advertising, store supplies and
insurance expense as well as increased payroll and other store expense for new
stores. As a percentage of net sales, selling general and administrative
expenses increased 7 percentage points to 42% in the 1999 third quarter compared
to 35% in the 1998 quarter.
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<PAGE> 7
THE OPERATING LOSS (DEFINED AS "NET SALES LESS COST OF SALES, INCLUDING
BUYING AND OCCUPANCY COSTS, AND SELLING, GENERAL AND ADMINISTRATIVE EXPENSES")
for the 1999 third quarter was $17.9 million, an increase of $8.2 million,
compared to $9.7 million for the 1998 third quarter. The increase in the
operating loss was primarily the result of decreased sales levels and
merchandise margins and increased selling, general and administrative expenses,
as explained above. The operating loss, as a percentage of net sales, was 26.3%
for the 1999 third quarter, an increase of 12.8 percentage points compared to
13.5% for the 1998 third quarter.
INTEREST AND DEBT EXPENSE was $5.7 million for the 1999 third quarter
compared with $5.2 million for the 1998 quarter. The increase is the result of a
higher level of outstanding borrowings under the Company's Senior Secured Credit
Facility (the "credit facility").
OTHER INCOME was $180,000 for the 1999 third quarter compared with
$38,000 for the 1998 third quarter.
Due to previously unrecognized tax benefits no income tax provision has
been provided for in the third quarter of 1999 and 1998.
NET LOSS for the 1999 third quarter was $24 million compared with $15.4
million in 1998, an increase of $8.6 million. The increase reflects decreased
operating income as explained above.
First three quarters of 1999 compared with the first three quarters of 1998
Results of operations
Net Sales
NET SALES were $358.3 million for the forty weeks ended November 7,
1999 compared with $374.6 million in the 1998 first three quarters which ended
November 1, 1998. Total net sales decreased 4.4% and same-store sales decreased
4.2% for the 1999 first three quarters. Comparative net sales were negatively
impacted by the continued phasing out of certain craft categories, and
unfavorable weather patterns in certain key markets including heavy rainfall in
early spring in the midwest and extreme drought conditions and water
restrictions in major markets in the east this summer which also impacted the
third quarter. The core lawn and garden business was up .6% on a same-store
sales basis despite the unfavorable weather patterns.
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<PAGE> 8
Earnings
COST OF SALES, INCLUDING BUYING AND OCCUPANCY EXPENSES, were $252.8
million in the 1999 first three quarters compared to $260.8 million in the 1998
first three quarters. Cost of sales, as a percentage of net sales, was 70.6% in
the 1999 first three quarters compared to 69.6% in the 1998 first three
quarters. This decline was the result of a 0.6 percentage point improvement in
merchandise margins offset by an increase of 1.6 percentage points in buying and
occupancy costs due principally to occupancy costs for new stores and increased
depreciation expense. The .6 percentage point improvement in merchandise margins
was primarily the result of margin improvements in livegoods nursery products
due to favorable product mix and lower markouts.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES in the 1999 first three
quarters were $101.9 million compared to $98.7 million in the 1998 first three
quarters. The increase of $3.2 million was principally due to an increase of $1
million in store related training expense and increased store payroll and other
store expenses including $1.1 million for new stores. As a percentage of net
sales, selling general and administrative expenses increased by 2.1 percentage
points to 28.4% in the 1999 first three quarters compared to 26.3% in the 1998
first three quarters.
OPERATING INCOME (DEFINED AS "NET SALES LESS COST OF SALES, INCLUDING
BUYING AND OCCUPANCY COSTS, AND SELLING, GENERAL AND ADMINISTRATIVE EXPENSES")
for the 1999 first three quarters was $3.6 million, a decrease of $11.6 million
or 76.3%, compared to $15.2 million for the 1998 first three quarters. The
decline in operating income was primarily the result of decreased sales levels
and increased selling, general and administrative expenses, as explained above.
Operating income, as a percentage of net sales was 1% of net sales for the 1999
first three quarters, a decrease of 3.1 percentage points from the 4.1% for the
1998 first three quarters.
INTEREST AND DEBT EXPENSE was $17.3 million for the 1999 first three
quarters compared with $16.6 million for the 1998 first three quarters. The
increase is the result of a higher level of outstanding borrowings under the
credit facility.
OTHER INCOME was $684,000 for the 1999 first three quarters compared
with $2,673,000 for the 1998 first three quarters. This decrease of $1,989,000
was due primarily to gains from sales of properties during the 1998 first three
quarters of $1,493,000. Interest income related to cash equivalents was
approximately $.4 million in the 1999 first three quarters compared with $.9
million in the 1998 first three quarters.
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<PAGE> 9
Due to previously unrecognized tax benefits no income tax provision has
been provided for the first three quarters of 1999 and 1998.
THE LOSS BEFORE EXTRAORDINARY ITEM for the first three quarters of 1999
was $14.9 million, an increase of $14.4 million over the 1998 first three
quarters loss of $.5 million. This increase is the result of decreased operating
income and a decrease in other income, as explained above.
THE EXTRAORDINARY ITEM in the 1998 first three quarters of $5.1 million
was the result of early extinguishment of debt and major modifications to
existing credit lines recorded by the Company in the 1998 first quarter. The
early extinguishment of debt resulted in an extraordinary charge of $3.5 million
representing the premium of $2.2 million and other costs associated with the
retirement of the 11.5% Senior Notes and the 8% Convertible Notes. In addition,
costs were incurred for early payment of a term loan and overall credit line
refinancing.
THE NET LOSS for the 1999 first three quarters increased $9.2 million
to $14.9 million compared with $5.7 million in 1998. The increase in the net
loss reflects reduced operating income in 1999, a reduction in other income for
1999 and the extraordinary charge in 1998 as explained above.
LIQUIDITY AND CAPITAL RESOURCES
OPERATING ACTIVITIES. Net cash used in operations in the 1999 first
three quarters was $51.2 million compared to $41.6 million in the 1998 first
three quarters. Inventory increased $51.8 million in 1999 compared to an
increase of $46.3 million in 1998, while accounts payable increased $8.7 million
in 1999 compared to an increase of $10.2 million in 1998. The total increase in
inventory levels for both 1999 and 1998 include the normal seasonal build-up of
Christmas inventory. The higher level of inventory compared to last year is
primarily in lawn and garden hardlines as a result of the Company's plan to
increase these levels on a year-round basis and as a result of less than
expected sales in lawn and garden due to unfavorable weather patterns
experienced during the first three quarters of this year. The decrease in
accrued expenses during the 1998 first three quarters is due primarily to
payments of approximately $12 million to former shareholders of FNC Holdings
Inc. ("Holdings") as they exercised conversion rights for their untendered
shares, and to payment timing differences.
INVESTING ACTIVITIES. Net cash used in investing activities in the 1999
first three quarters was $20 million for capital expenditures primarily for new
stores and refurbishments to existing stores. Net cash used in the 1998 first
three quarters was $5.7 million which consisted of $9.6 million in capital
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<PAGE> 10
investment for new systems, refurbished stores and store fixtures reduced by the
net proceeds of $4 million from the sale and leaseback of Company owned stores.
FINANCING ACTIVITIES. Net cash provided by financing activities in the
1999 first three quarters was $76.5 million which was due primarily to an
increase in short-term borrowings under the Senior Credit Facility of $70
million. In addition, during the second quarter of 1999, Holdings completed the
termination of a noncontributory, defined benefit pension plan which covered
former employees of several discontinued operations. The net surplus after the
purchase of annuities reverted back to Holdings which in turn transferred the
funds to Franks. The net cash proceeds to the Company was $6.7 million after
payment of $1.7 million in excise taxes and a $2.8 million investment in the
Company's 401(k) program to fund future company match contributions. These net
cash proceeds were used for general corporate purposes. The $42.7 million
provided in the 1998 first three quarters was the net of $115 million in gross
proceeds from the Offering of the new Subordinated Notes offset by the
redemption of the remaining 11.5% Senior Notes and the 8% Convertible Notes and
related costs.
At November 7, 1999 the Company had a credit facility with various
banks and financial institutions providing for total borrowings of up to $129.4
million. The Company had borrowings outstanding of $109.4 million and
outstanding letters of credit of $14.9 million at November 7, 1999 representing
the peak borrowing period for the Company's seasonal buildup of Christmas
inventory. The credit facility requires the Company to maintain certain
financial ratios. The Company was not in compliance with two of its covenants
under the credit facility at November 7, 1999, the cash interest expense
coverage ratio and the leverage ratio. The Company obtained an amendment and
waiver dated December 20, 1999 which waives the covenant noncompliance at
November 7, 1999 and amends the credit agreement through December 24, 2003. In
addition a new financial coverage ratio of inventory to revolver usage and a
limitation on capital expenditures for the fiscal year 2000 have been added by
the amendment. The interest rate spread on outstanding borrowings has increased
by 50 basis points. Total long-term debt (including the current portion of
long-term debt) at November 7, 1999 was $172.3 million including borrowings
under the credit facility, mortgages, capital leasesand Subordinated Notes. In
addition amounts payable to banks was $90 million. Cash and cash equivalents
were $10.5 million at the end of the 1999 first three quarters.
The Company believes its cash flow from operations, cash on hand and
utilization of available borrowings under its credit facility are sufficient to
meet its seasonal working capital needs. Management anticipates that total
capital expenditures for fiscal 1999 will be approximately $30 million primarily
for the refurbishment of existing stores and a new store opening program in
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<PAGE> 11
which the Company opened six new stores as of November 7, 1999. No additional
new stores will be opened during the remainder of fiscal 1999.
YEAR 2000 ISSUE
The Company has conducted an evaluation of its Information Technology
("IT") and non-IT systems with respect to the Year 2000 Issue. The Company
completed the implementation of new software in October 1998 that brought the
majority of the Company's systems into compliance including telecommunications,
networking and financial systems. The Company incurred approximately $8 million
to purchase these systems. There are several additional systems which required
conversion, the cost of which was immaterial and implementation was completed by
November 15, 1999. In addition, the Company uses an independent service bureau
to process payroll and payroll tax related operations and has been notified by
the service bureau that its payroll application is Year 2000 compliant.
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<PAGE> 12
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(10.2) Amendment No. 2 and Waiver, dated as
of December 20, 1999, to the Credit
Agreement dated as of December 24,
1997, as amended by Amendment No. 1,
dated as of April 15, 1998, among
Frank's Nursery & Crafts, Inc., FNC
Holdings Inc., the lenders party
thereto, The Chase Manhattan Bank
and Goldman Sachs Credit Partners
L.P.
(27) Financial Data Schedule.
(b) Reports on Form 8-K
During the quarter and through the date of this
Report the Registrant filed no reports on Form 8-K.
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<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FRANK'S NURSERY & CRAFTS, INC.
By: /s/ Joseph R. Baczko
------------------------------
Joseph R. Baczko
Chairman, Chief Executive
Officer
By: /s/ Larry T. Lakin
------------------------------
Larry T. Lakin
Vice Chairman,
Chief Financial Officer
Dated: December 22, 1999
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<PAGE> 14
EXHIBIT INDEX
Exhibit Number Description of Exhibit
(10.2) Amendment No. 2 and Waiver, dated as of
December 20, 1999, to the Credit Agreement
dated as of December 24, 1997, as amended by
Amendment No. 1, dated as of April 15, 1998,
among Frank's Nursery & Crafts, Inc., FNC
Holdings Inc., the lenders party thereto,
The Chase Manhattan Bank and Goldman Sachs
Credit Partners L.P.
(27) Financial Data Schedule.
<PAGE> 1
Exhibit 10.2
AMENDMENT No. 2 and WAIVER, dated as of December 20,
1999 (this "Amendment"), to the Credit Agreement dated as of
December 24, 1997 (the "Credit Agreement"), as amended by
Amendment No. 1, dated as of April 15, 1998, among Frank's
Nursery & Crafts, Inc. (the "Borrower"), FNC Holdings Inc.
("Holdings"), formerly known as General Host Corporation, the
Lenders (as defined in the Credit Agreement), The Chase
Manhattan Bank, as administrative agent (in such capacity, the
"Administrative Agent") and collateral agent (in such
capacity, the "Collateral Agent") for the Lenders, as
swingline lender (in such capacity, the "Swingline Lender")
and as an Issuing Bank (as defined in the Credit Agreement),
and Goldman Sachs Credit Partners, L.P., as documentation
agent.
A. Pursuant to the Credit Agreement, the Lenders, the Swingline Lender
and the Issuing Banks have extended credit to the Borrower and have agreed to
extend credit to the Borrower, in each case pursuant to the terms and subject to
the conditions set forth therein.
B. The Borrower and Holdings have requested that the Administrative
Agent and the Required Lenders (a) waive compliance to the extent set forth
herein with Sections 6.14 and 6.15 of the Credit Agreement for the current
fiscal quarter and (b) amend certain provisions of the Credit Agreement as set
forth herein.
C. The Administrative Agent and the Required Lenders are willing to
provide the waivers and to amend the Credit Agreement, in each case, pursuant to
the terms and subject to the conditions set forth herein.
D. Capitalized terms used and not otherwise defined herein shall have
the meanings assigned to them in the Credit Agreement.
Accordingly, in consideration of the mutual agreements herein contained
and other good and valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Limited Waiver of Section 6.14 of the Credit Agreement
(Leverage Ratio.) The Administrative Agent and the Required Lenders hereby waive
compliance by Holdings and the Borrower with the provisions of Section 6.14 of
the Credit Agreement on the last day of the four-fiscal-quarter period of
Holdings ending on or about November 7, 1999; provided; however, that Holdings
and the Borrower shall not permit the Leverage Ratio on such date to be in
excess of 6.25 to 1.00.
SECTION 2. Limited Waiver of Section 6.15 of the Credit Agreement
(Consolidated Net Cash Interest Expense Coverage Ratio). The Administrative
Agent and the Required Lenders hereby waive compliance by Holdings and the
Borrower with the provisions of Section 6.15 of the Credit Agreement on the last
day of the four-fiscal-quarter period of Holdings ending on or about November 7,
1999; provided, however, that Holdings and the Borrower shall not permit the
ratio of (i) Consolidated EBITDA to
<PAGE> 2
2
(ii) Consolidated Net Cash Interest Expense for the four-fiscal-quarter period
ending on such date to be less than 1.60 to 1.00.
SECTION 3. Amendments to Section 1.01 of the Credit Agreement (Defined
Terms). (a) The definition of the term "Applicable Rate" is hereby amended and
restated in its entirety to read as follows:
"Applicable Rate" means, (a) for any day with respect to any
ABR Loan (excluding Swingline Loans) or Eurodollar Loan that is a
Revolving Loan, or with respect to the commitment fees payable
hereunder in respect of the Revolving Commitments, as the case may be,
the applicable rate per annum set forth below under the caption "ABR
Spread--Revolving Loan", "Eurodollar Spread--Revolving Loan" or
"Commitment Fee Rate", as the case may be, based upon the Senior
Leverage Ratio as of the most recent determination date, provided that
until the third Business Day after the delivery to the Administrative
Agent, pursuant to Section 5.01 (b), of Holdings's and the Borrower's
consolidated financial statements for Holdings's and the Borrower's
first four full fiscal quarters commencing after the Effective Date,
the "Applicable Rate" with respect to any ABR Loan or Eurodollar Loan
that is a Revolving Loan shall be the applicable rate per annum set
forth below in Category 1; provided; further, that during the period
from and including the Second Amendment Effective Date until the third
Business Day after the delivery to the Administrative Agent, pursuant
to Section 5.01 (b), of Holdings's and the Borrower's consolidated
financial statements for Holdings's and the Borrower's fiscal quarter
ending on or about May 20, 2001, the "Applicable Rate" with respect to
any ABR Loan or Eurodollar Loan that is a Revolving Loan shall be the
applicable rate per annum set forth below in Category 1:
<TABLE>
<CAPTION>
ABR Eurodollar
Spread-- Spread-- Commitment Fee
Senior Leverage Ratio: Revolving Loan Revolving Loan Rate
---------------------- -------------- -------------- ----
<S> <C> <C> <C>
Category 1
Equal to or greater than 2.00 to 1.00 1.75% 2.75% 0.500%
Category 2
Less than 2.00 to 1.00 but equal to or greater 1.50% 2.50% 0.500%
than 1.75 to 1.00
Category 3
Less than 1.75 to 1.00 but equal to or greater 1.25% 2.25% 0.500%
than 1.50 to 1.00
Category 4
Less than 1.50 to 1.00 1.00% 2.00% 0.375%
</TABLE>
and (b) for any day with respect to any ABR Loan or Eurodollar Loan
that is a Term Loan, or with respect to the commitment fees payable
hereunder in respect of the Term Commitments, as the case may be, the
applicable rate per annum set forth below under the caption "ABR
Spread--Term Loan", "Eurodollar Spread--Term Loan" or "Commitment Fee
Rate", as the case may be, based upon the Senior Leverage Ratio as of
the most recent determination date, provided that until the third
Business Day after the delivery to the Administrative Agent, pursuant
to Section 5.01 (b), of Holdings's and the Borrower's consolidated
financial statements for Holdings's and the Borrower's first four full
fiscal
<PAGE> 3
3
quarters commencing after the Effective Date, the "Applicable Rate"
with respect to any ABR Loan or Eurodollar Loan that is a Term Loan
shall be the applicable rate per annum set forth below in Category 1;
provided; further, that during the period from and including the Second
Amendment Effective Date until the third Business Day after the
delivery to the Administrative Agent, pursuant to Section 5.01 (b), of
Holdings's and the Borrower's consolidated financial statements for
Holdings's and the Borrower's fiscal quarter ending on or about May 20,
2001, the "Applicable Rate" with respect to any ABR Loan or Eurodollar
Loan that is a Term Loan shall be the applicable rate per annum set
forth below in Category 1:
<TABLE>
<CAPTION>
ABR Eurodollar
Spread-- Spread-Term Commitment Fee
Senior Leverage Ratio: Term Loan Loan Rate
---------------------- --------- ---- ----
<S> <C> <C> <C>
Category 1
Equal to or greater than 2.00 to 1.00 2.00% 3.00% 0.500%
Category 2
Less than 2.00 to 1.00 but equal to or greater 1.75% 2.75% 0.500%
than 1.75 to 1.00
Category 3
Less than 1.75 to 1.00 1.50% 2.50% 0.500%
</TABLE>
For purposes of the foregoing, (a) the Senior Leverage Ratio
shall be determined as of the end of each fiscal quarter of Holdings's fiscal
year based upon Holdings's consolidated financial statements delivered pursuant
to Section 5.01 (a) or (b), and (b) each change in the Applicable Rate resulting
from a change in the Senior Leverage Ratio shall be effective during the period
commencing on and including the third day (such day, the "Applicable Rate
Determination Date") after the date of delivery to the Administrative Agent of
such consolidated financial statements indicating such change and ending on the
date immediately preceding the effective date of the next such change, provided
that the Senior Leverage Ratio shall be deemed to be in Category 1 if the
Borrower fails to deliver the consolidated financial statements required to be
delivered by it pursuant to Section 5.01 (a) or (b), during the period from the
expiration of the time for delivery thereof until such consolidated financial
statements are delivered.
(b) Section 1.01 of the Credit Agreement is hereby further
amended by inserting in the appropriate alphabetical order therein the
following:
"Inventory" shall have the meaning assigned to such term in
the Security Agreement.
"Second Amendment Effective Date" means December 20, 1999.
SECTION 4. Amendment to Section 2.11 of the Credit Agreement
(Prepayment of Loans). Section 2.11 of the Credit Agreement is hereby amended by
deleting clause (g) thereof and substituting therefor the following:
(g) The Borrower shall repay or prepay Revolving Borrowings
and shall refrain from making additional Revolving Borrowings to the
extent necessary in order that in each fiscal year of Holdings there
shall be a period of at least 30 consecutive days, which 30-day period
shall have ended on or before July 31 of such fiscal year, during which
no Revolving Borrowings shall be outstanding.
<PAGE> 4
4
SECTION 5. Amendment to Section 6.13 (Capital Expenditures.
Section 6.13 of the Credit Agreement is hereby amended by (a) deleting the table
set forth therein and substituting therefor the following:
<TABLE>
<CAPTION>
Fiscal Year Amount
----------- ------
<S> <C>
February 2, 1998--January 31, 1999 $22,000,000
February 1, 1999--January 30, 2000 $27,000,000
January 31, 2000--January 28, 2001 $17,500,000
January 29, 2001--January 27, 2002 $26,500,000
January 28, 2002--January 26, 2003 $28,000,000
January 27, 2003--January 25, 2004 $29,500,000
January 26, 2005--January 30, 2005 $31,000,000
</TABLE>
and (b) by deleting the last sentence thereof and substituting therefor the
following:
The amount of permitted Capital Expenditures set forth above
in respect of any fiscal year other than the fiscal year ending on or
about January 28, 2001 shall be increased by the lesser of (a)(i) the
unused permitted Capital Expenditures for the immediately preceding
fiscal year less (ii) an amount equal to unused Capital Expenditures
carried forward to such preceding fiscal year and (b) $12,000,000. No
increase from the amount set forth in the table above shall be
permitted for the fiscal year ending on or about January 28, 2001.
SECTION 6. Amendment to Section 6.14 of the Credit Agreement
(Leverage Ratio). Section 6.14 of the Credit Agreement is hereby amended by
deleting the table set forth in clause (b) thereof and substituting therefor the
following:
<TABLE>
<CAPTION>
Period Ratio
------ -----
<S> <C>
May 23, 1999--August 15, 1999 5.00 to 1.00
August 16, 1999 --- November 7, 1999 6.25 to 1.00
November 8, 1999--January 30, 2000 7.80 to 1.00
January 31, 2000--May 21, 2000 7.30 to 1.00
May 22, 2000--August 13, 2000 7.10 to 1.00
August 14, 2000--November 5, 2000 6.50 to 1.00
November 6, 2000--January 28, 2001 5.90 to 1.00
January 29, 2001 --May 20, 2001 5.50 to 1.00
May 21, 2001 --August 12, 2001 5.50 to 1.00
August 13, 2001 --November 4, 2001 5.50 to 1.00
November 5, 2001 --January 27, 2002 4.75 to 1,00
January 28, 2002--May 19, 2002 4.25 to 1.00
May 20, 2002--August 11, 2002 4.25 to 1.00
August 12, 2002--November 3, 2002 4.00 to 1.00
November 4, 2002--January 26, 2003 3.50 to 1.00
January 27, 2003--January 25, 2004 3.00 to 1.00
January 26, 2004--thereafter 2.50 to 1.00
</TABLE>
SECTION 7. Amendment to Section 6.15 of the Credit Agreement
(Consolidated Net Cash Interest Expense Coverage Ratio). Section 6.15 of the
Credit Agreement is hereby amended by deleting the table set forth in clause (b)
thereof and substituting therefor the following:
<PAGE> 5
5
<TABLE>
<CAPTION>
Period Ratio
------ -----
<S> <C>
January 31, 1999 1.75 to 1.00
May 23, 1999--August 15, 1999 2.10 to 1.00
August 16, 1999--November 7, 1999 1.60 to 1.00
November 8, 1999--January 30, 2000 1.30 to 1.00
January 31, 2000--May 21, 2000 1.40 to 1.00
May 22, 2000--August 13, 2000 1.50 to 1.00
August 14, 2000--November 5, 2000 1.60 to 1.00
November 6, 2000--January 28, 2001 1.70 to 1.00
January 29, 2001 --May 20, 2001 1.80 to 1.00
May 21, 2001 --August 12, 2001 1.80 to 1.00
August 13, 2001 --November 4, 2001 1.80 to 1.00
November 5, 2001 --January 27, 2002 2.00 to 1,00
January 28, 2002--May 19, 2002 2.25 to 1.00
May 20, 2002--August 11, 2002 2.25 to 1.00
August 12, 2002--November 3, 2002 2.50 to 1.00
November 4, 2002--January 26, 2003 2.50 to 1.00
January 27, 2003 --thereafter 3.00 to 1.00
</TABLE>
SECTION 8. Amendment to Article VI (Negative Covenants).
Article VI of the Credit Agreement is hereby amended by adding thereto a new
Section 6.20 thereof as follows:
SECTION 6.20. Ratio of Inventory to Revolving Exposure.
Holdings and the Borrower will not permit the ratio of Inventory of the
Borrower and the Borrower Subsidiaries on a consolidated basis
(excluding Inventory subject to consensual Liens in favor of third
parties (provided that in the case of any such consensual Lien securing
obligations not greater than $250,000, Inventory will be excluded only
in the amount of the obligations so secured) or in which the Collateral
Agent, on behalf of the lenders, does not have a perfected security
interest prior to any other Lien that can be perfected by filing under
the Uniform Commercial Code) to the sum of the Revolving Exposures of
each of the Lenders on any date to be less than 1.25 to 1.00.
SECTION 9. Representations and Warranties. Each of Holdings
and the Borrower represents and warrants to the Administrative Agent and to each
of the Lenders that:
(a) This Amendment has been duly authorized, executed and
delivered by it and constitutes its legal, valid and binding
obligation, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other
laws affecting creditors' rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding
in equity or at law, and an implied covenant of good faith and fair
dealing.
(b) Before and after giving effect to this Amendment, the
representations and warranties set forth in Article III of the Credit
Agreement are true and correct in all material respects on and as of
the date hereof, except to the extent such representations and
warranties expressly relate to an earlier date, in which case such
representations and warranties are, to such extent, true and correct in
all material respects as of such earlier date.
<PAGE> 6
6
(c) After giving effect to this Amendment, no Default has
occurred and is continuing.
SECTION 10. Fees. In consideration of the agreements of the
Required Lenders contained in Sections 1 through 8 of this Amendment, the
Borrower agrees to pay to the Administrative Agent, for the account of each
Lender that delivers an executed counterpart of this Amendment prior to 5:00
p.m., New York City time, on December 20, 1999, an amendment fee (an "Amendment
Fee") in an amount equal to 0.25% of the sum of (i) the aggregate unpaid
principal amount Term Loans made by such Lender as of December 20, 1999 and (ii)
of such Lender's Revolving Commitment in effect on December 20, 1999.
SECTION 11. Conditions to Effectiveness. This Amendment shall
become effective as of the date first above written when (a) the representations
and warranties set forth in Section 9 hereof are true and correct and (b) the
Administrative Agent shall have received (i) counterparts of this Amendment
that, when taken together, bear the signatures of Holdings, the Borrower and the
Required Lenders and (ii) the Amendment Fees.
SECTION 12. Effect of this Amendment. Except as expressly set
forth herein, this Amendment shall not by implication or otherwise limit,
impair, constitute a waiver of, or otherwise affect the rights and remedies of
the Lenders, the Swingline Lender, any Issuing Bank, the Collateral Agent or the
Administrative Agent under the Credit Agreement or any other Loan Document and
shall not alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document, all of which are ratified and affirmed in
all respects and shall continue in full force and effect. Nothing herein shall
be deemed to entitle the Borrower or Holdings to a consent to, or a waiver,
amendment, modification or other change of, any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or any
other Loan Document in similar or different circumstances. After the date
hereof, any reference to the Credit Agreement shall mean the Credit Agreement as
amended hereby. This Amendment shall constitute a Loan Document for all purposes
under the Credit Agreement and the other Loan Documents.
SECTION 13. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 14. Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument. Delivery of any executed counterpart of a signature page of
this Amendment by facsimile transmission shall be as effective as delivery of a
manually executed counterpart hereof.
SECTION 15. Expenses. The Borrower agrees to reimburse the
Administrative Agent for its out-of-pocket expenses in connection with this
Amendment, including the reasonable fees, charges and disbursements of Cravath,
Swaine & Moore, counsel for the Administrative Agent.
<PAGE> 7
7
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers as of the
day and year first above written.
FRANK'S NURSERY & CRAFTS, INC., as
Borrower,
by /s/ Larry T. Lakin
---------------------------------
Name: Larry T. Lakin
Title: Vice Chairman and CFO
FNC HOLDINGS INC.,
by /s/ Larry T. Lakin
---------------------------------
Name: Larry T. Lakin
Title: Vice Chairman and CFO
THE CHASE MANHATTAN BANK,
individually and as Administrative
Agent,
by /s/ Neil R. Boylan
---------------------------------
Name: Neil R. Boylan
Title: Managing Director
GOLDMAN SACHS CREDIT PARTNERS, L.P.,
by /s/ Elizabeth Fischer
---------------------------------
Name: Elizabeth Fischer
Title: Authorized Signatory
<PAGE> 8
8
SIGNATURE PAGE TO AMENDMENT
NO. 2 AND WAIVER DATED AS OF
DECEMBER 20,1999, TO THE CREDIT
AGREEMENT DATED AS OF DECEMBER
24,1997, AMONG FRANK'S NURSERY &
CRAFTS, INC., FNC HOLDINGS INC.
(F/K/A GENERAL HOST CORPORATION),
THE LENDERS PARTY THERETO, THE
CHASE MANHATTAN BANK, AS
ADMINISTRATIVE AGENT,
COLLATERAL AGENT, SWINGLINE
LENDER, and ISSUING BANK, and
GOLDMAN SACHS CREDIT PARTNERS,
L.P., AS DOCUMENTATION AGENT
Name of Institution IBJ Whitehall Bank & Trust Co.
---------------------------------------
by /s/ Patricia G. McCormack
----------------------------------------
Name: Patricia G. McCormack
Title: Director
<PAGE> 9
9
SIGNATURE PAGE TO AMENDMENT
NO. 2 AND WAIVER DATED AS OF
DECEMBER 20,1999, TO THE CREDIT
AGREEMENT DATED AS OF DECEMBER
24,1997, AMONG FRANK'S NURSERY &
CRAFTS, INC., FNC HOLDINGS INC.
(F/K/A GENERAL HOST CORPORATION),
THE LENDERS PARTY THERETO, THE
CHASE MANHATTAN BANK, AS
ADMINISTRATIVE AGENT,
COLLATERAL AGENT, SWINGLINE
LENDER, and ISSUING BANK, and
GOLDMAN SACHS CREDIT PARTNERS,
L.P., AS DOCUMENTATION AGENT
Name of Institution SPS Swaps
---------------------------------------
by /s/ Anna Maria Beissel
----------------------------------------
Name: Anna Maria Beissel
Title: Vice President
<PAGE> 10
10
SIGNATURE PAGE TO AMENDMENT
NO. 2 AND WAIVER DATED AS OF
DECEMBER 20,1999, TO THE CREDIT
AGREEMENT DATED AS OF DECEMBER
24,1997, AMONG FRANK'S NURSERY &
CRAFTS, INC., FNC HOLDINGS INC.
(F/K/A GENERAL HOST CORPORATION),
THE LENDERS PARTY THERETO, THE
CHASE MANHATTAN BANK, AS
ADMINISTRATIVE AGENT,
COLLATERAL AGENT, SWINGLINE
LENDER, and ISSUING BANK, and
GOLDMAN SACHS CREDIT PARTNERS,
L.P., AS DOCUMENTATION AGENT
Name of Institution Transamerica Business Credit Corporation
----------------------------------------
by /s/ Perry Vavoules
----------------------------------------
Name: Perry Vavoules
Title: Senior Vice President
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-30-2000
<PERIOD-START> FEB-01-1999
<PERIOD-END> NOV-07-1999
<CASH> 10510
<SECURITIES> 2673
<RECEIVABLES> 2152
<ALLOWANCES> 0
<INVENTORY> 149768
<CURRENT-ASSETS> 171026
<PP&E> 407217
<DEPRECIATION> 191302
<TOTAL-ASSETS> 495026
<CURRENT-LIABILITIES> 170477
<BONDS> 167768
0
0
<COMMON> 1
<OTHER-SE> 145038
<TOTAL-LIABILITY-AND-EQUITY> 495026
<SALES> 358257
<TOTAL-REVENUES> 358257
<CGS> 252779
<TOTAL-COSTS> 252779
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 17317
<INCOME-PRETAX> (14894)
<INCOME-TAX> 0
<INCOME-CONTINUING> (14894)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (14894)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
