<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
OR
[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM JANUARY 29, 1996 TO JUNE 30, 1996
Commission file number 1-9031
SUNBELT NURSERY GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-1932993
(State of incorporation) (I.R.S. Employer Identification No.)
500 Terminal Road, Fort Worth, Texas 76106
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 817/624-7253
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 preceeding 12 months
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
--- ---
As of September 20, 1996, the Registrant had 8,500,000 common shares,
$.01 par value, outstanding.
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SUNBELT NURSERY GROUP, INC.
INDEX TO TRANSITION REPORT ON FORM 10-Q
Part I. Financial Information Page
- ------------------------------ ----
Consolidated Statement of Operations for the Five Months
Ended June 30, 1996 and July 2, 1995............................ 3
Consolidated Balance Sheet as of June 30, 1996 and
January 28, 1996............................................... 4
Consolidated Statement of Cash Flows for the Five Months
Ended June 30, 1996 and July 2, 1995........................... 5
Notes to Consolidated Financial Statements........................ 6
Management's Discussion and Analysis of Results of Operations and
Financial Condition............................................ 10
Part II. Other Information
- ---------------------------
Legal Proceedings................................................. 13
Exhibits.......................................................... 14
Signatures........................................................ 17
2
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Part I. Financial Information
Item 1. Financial Statements
Sunbelt Nursery Group, Inc.
Consolidated Statement of Operations
(in thousands, except per share amounts)
(unaudited)
Five Months Ended
June 30, July 2,
1996 1995
-------- -------
(transition
period)
Net sales $69,660 $74,142
Cost of goods sold 40,450 41,821
------- -------
Gross profit 29,210 32,321
General, administrative and
selling expense 24,411 22,449
Depreciation and amortization 1,188 1,715
Interest / other income (25) (82)
Interest expense 496 1,543
------- -------
Income (loss) before provision for income taxes 3,140 6,696
Provision for income tax -- --
------- -------
Net income (loss) $ 3,140 $ 6,696
======= =======
Earnings per share:
Net income (loss) per share $0.37 $0.79
======= =======
Average common shares outstanding 8,500 8,500
======= =======
The accompanying notes are an integral part of these consolidated
financial statements.
3
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Sunbelt Nursery Group, Inc.
Consolidated Balance Sheet
(in thousands)
June 30, January 28,
1996 1996
(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 2,058 $ 1,140
Cash - restricted 1,352 1,006
Accounts receivable, net 577 310
Inventories 18,847 25,595
Other current assets 281 672
------- -------
Total current assets 23,115 28,723
------- -------
Property and equipment, at cost 27,189 27,951
Less accumulated depreciation 16,481 16,220
------- -------
Net property and equipment 10,708 11,731
Other assets 175 221
------- -------
Total assets $33,998 $40,675
======= =======
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $11,699 $21,676
Accrued compensation 1,846 1,669
Current portion of long-term debt and
capital leases 6,863 658
Other current liabilities 5,637 4,194
------- -------
Total current liabilities 26,045 28,197
Long-term debt and capital leases 3,037 11,473
Reserve for store closings 102 336
Other long-term liabilities 1,638 633
------- -------
Total liabilities 30,822 40,639
------- -------
Shareholders' equity:
Common stock, $.01 par value, 25 million
shares authorized, 8,500,000
issued and outstanding 85 85
Additional paid-in capital 45,151 45,151
Retained deficit (42,010) (45,150)
Subscriptions receivable from officer (50) (50)
------- -------
Total shareholders' equity 3,176 36
------- -------
Total liabilities and shareholders' equity $33,998 $40,675
======= =======
The accompanying notes are an integral part of these
consolidated financial statements.
4
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Sunbelt Nursery Group, Inc.
Consolidated Statement of Cash Flows
(in thousands, unaudited)
Five Months Ended
June 30, July 2,
1996 1995
----------- --------
(transition
period)
Operating activities:
Net income $ 3,140 $ 6,696
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation and amortization 1,188 1,715
Reversal of store closing reserve -- (210)
Gain on sale of fixed assets (42) (211)
Payment of store closing costs included in
provision for store closings (234) (382)
Changes in operating assets and liabilities:
Inventories 6,748 (608)
Accounts receivable and other assets (55) (681)
Accounts payable (9,977) (3,557)
Accrued compensation 177 (190)
Other liabilities 2,448 (231)
-------- --------
Net cash provided by operating activities 3,393 2,341
-------- --------
Investing activities:
Purchase of property and equipment (187) (215)
Sale of property and equipment 378 1,058
-------- --------
Net cash provided by investing activities 191 843
-------- --------
Financing activities:
Additions to line of credit 72,704 77,310
Principal payments of line of credit and
capital lease obligations (75,024) (78,469)
Restricted cash for outstanding letters of
credit (346) (636)
-------- --------
Net cash used for financing activities (2,666) (1,795)
-------- --------
Increase in cash and cash equivalents 918 1,389
Cash and cash equivalents at beginning of
period 1,140 1,287
-------- --------
Cash and cash equivalents at end of period $ 2,058 $ 2,676
======== ========
The accompanying notes are an integral part of these consolidated
financial statements.
5
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SUNBELT NURSERY GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 1. BASIS OF FINANCIAL STATEMENTS
- --------------------------------------
Sunbelt Nursery Group, Inc. (the "Company") is a specialty retailer of nursery
and garden products with 74 stores operating under three prominent retail trade
names: Wolfe Nursery in Texas and Oklahoma, Nurseryland Garden Centers in
California, and Tip Top Nurseries in Arizona.
On August 1, 1996, the Board of Directors of the Company approved a change
in the Company's fiscal year end from the Sunday nearest to January 31 to the
Sunday nearest to June 30. As a result, the Company is filing this transition
report for the five months ended June 30, 1996.
The accompanying unaudited consolidated financial statements should be read in
conjunction with the Company's Annual Report on Form 10-K and Form 10-K\A-1 for
the year ended January 28, 1996. All adjustments are, in the opinion of
management, necessary to present fairly the Company's financial position as of
June 30, 1996 and July 2, 1995, and its results of operations and cash flow for
the periods then ended. All such adjustments are of a normal recurring nature.
The results of operations for the five months ended June 30, 1996 and July 2,
1995 are not indicative of the results to be expected for the fiscal year due to
the highly seasonal nature of the nursery industry.
NOTE 2. LIQUIDITY, CONTINGENCIES AND OPERATING LOSSES
- ------------------------------------------------------
LIQUIDITY - As of October 19, 1994, the Company and its subsidiaries entered
into a Loan and Security Agreement with a commercial bank ("Bank") providing a
line of revolving credit (the "Loan Agreement") which matures in October 1997.
The amount that may be borrowed under the Loan Agreement is dependent upon an
inventory borrowing base for each operating subsidiary determined on a monthly
basis, and the aggregate principal amount outstanding may not exceed $12.0
million. The borrowing base and amounts borrowed pursuant to the Loan Agreement
amounted to $9.0 million and $6.3 million, respectively, at June 30, 1996.
As of July 28, 1996, the Company was in default of the provisions of the Loan
and Security Agreement relating to (i) earnings before interest expense, income
taxes and depreciation and amortization (EBITDA), and (ii) the debt service
coverage ratio, both of which were below the requirements established by the
Loan Agreement. The Company is currently negotiating with the Bank to obtain
waivers for the defaults under the Loan Agreement, however, there is no
assurance that the Bank will waive the defaults. While the Bank has not
terminated the Loan Agreement, if the Bank were to terminate the Loan Agreement
and pursue immediate payment as a result of the defaults, the Company
anticipates that it would be unable to satisfy such obligation immediately. As
a result, the entire $6.3 million due under this Loan Agreement at June 30, 1996
is classified as a current liability in the accompanying consolidated balance
sheet. Interest on the line of credit is one and one-half percent (1.5%) per
annum in excess of the Bank's base lending rate established from time to time.
Following the occurrence and during the continuance of a default under the Loan
Agreement, the interest rate increases an additional three percent (3.0%) per
annum. As of August 1st, interest has begun accruing on the outstanding loans
at the current default rate of 12.75%.
Effective July 31, 1995, the Company restructured thirteen subleases and other
guarantees of leases with Pier 1 Imports (the "Agreement of Settlement") which
provides six-month lease terms renewable at Pier 1 Import's ("Pier 1") option
through June 30, 1998, after which the Company must consent to any further
extensions. The initial term ended December 31, 1995 and Pier 1 has since
granted two options ending June 30, 1996 and December 31, 1996. Rent is
calculated as a percentage of gross sales, subject to minimum levels. Pier 1 is
actively marketing the
6
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Sunbelt Nursery Group, Inc.
Notes To Consolidated Financial Statements
(continued)
facilities for sale and the Company has no purchase obligation. The Company may
make an offer to purchase any of these properties, but Pier 1 is not obligated
to accept the offer. As of June 30, 1996, two of the properties had been sold to
a third party and the Company has negotiated new lease agreements with each of
these purchasers. Also as of June 30, 1996, the Company closed three of the
properties and recorded a liability of $831,000 in non-cancelable future minimum
lease payments on these stores pursuant to the Agreement of Settlement. The
subleases have been accounted for as operating leases subsequent to July 31,
1995.
Aggregate sales and gross profit for the remaining eight locations are listed
below:
12 months 5 months
ended ended
(in millions) 1/28/96 6/30/96
-------- --------
Sales $ 14.4 $ 8.7
Gross Profit $ 5.7 $ 3.8
The Agreement of Settlement also fixes a $14.7 million claim against the
Company in favor of Pier 1. The claim is secured up to $6.0 million by
substantially all of the Company's assets, subordinate to the rights of the
Bank, and comprised of (i) a promissory note for $8.0 million (the "Earn-out
Claim") and (ii) the remaining portion of the claim (the "Residual Claim")
which is a non-interest bearing claim payable only in the event of non-
performance under the Agreement of Settlement. The Earn-out Claim is payable in
annual installments ("Cash Flow Payments"), subject to certain minimum financial
requirements pursuant to the Agreement of Settlement and the Loan Agreement, or
may be fully satisfied by aggregate payments of $2.0 million by May 1, 1996,
$4.0 million by May 1, 1997, or $6.0 million by May 1, 1998. The Residual Claim
will be fully discharged by the satisfaction of the Earn-out Claim and the
termination, without liability to Pier 1, of the eleven subleases and other
leases guaranteed by Pier 1.
Due to covenants in the Loan Agreement, the Company was prohibited from
satisfying the Earn-out Claim with a prepayment of $2.0 million on May 1, 1996.
As a result, the $2.0 million present value of the $8.0 million in deferred Cash
Flow Payments has been recorded as a long-term liability in the accompanying
consolidated balance sheet. Factors used to estimate the present value included
a discount rate of 10%, annual sales increases of 1% and overall gross margins
of 41.5%.
The Company expects payments to Pier 1 to commence in fiscal 2009, which is
when the Company has estimated it will meet certain financial requirements, and
expects the Earn-out Claim to be fully satisfied in the year 2016.
OPERATING LOSSES - The Company continues to experience annual operating losses
due to declining sales and margins attributable to increased competition in its
market areas, inclement weather during its traditional spring selling season,
high operating expenses and less than optimal product mix and pricing. During
1996 and continuing into fiscal 1997, management has addressed these issues as
well as others in its continuing efforts to return the Company to profitability.
Management's plans for fiscal 1997 include: improvements in product mix,
display, quality, pricing and advertising; reductions in store operating and
general and administrative expenses; and the sale or closure of underperforming
stores. During the five months ended June 30, 1996, the Company recorded
$252,000 for a physical inventory loss; $238,000 to reflect a lower of cost or
market adjustment on current live products; and $1.5 million (inclusive of the
$831,000 Pier 1 liability discussed above) for non-cancelable minimum
lease payments and other related store closing costs on ten stores that the
Company closed during the period.
Management has not yet completed its strategic analysis of other
underperforming stores and their competitive environment. Upon completion,
identified underperforming stores may require the accrual of closure expenses
for severance, rent buyouts and/or other costs associated with store closing.
These expenses will be accrued in the period in which management adopts a formal
plan of store closure for such underperforming stores.
7
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Sunbelt Nursery Group, Inc.
Notes To Consolidated Financial Statements
(continued)
Management has taken additional actions that will be applicable to future
periods, including: comprehensive associate training programs, implementation of
product quality standards, an inventory control philosophy, changes in
management personnel and implementation of a new control/analysis system.
Management expects these plans to improve cash flow and return the Company to
profitability. However, there can be no assurance that such profitability will
be achieved, and, if not, the Company may be required to close additional
stores, liquidate inventories, sell certain assets or take other measures to
meet working capital needs.
NOTE 3. CASH - RESTRICTED
- --------------------------
As of June 30, 1996, the Company had restricted cash of $1.4 million
established to segregate proceeds from the sale of properties per the Loan
Agreement.
NOTE 4. RESERVE FOR STORE CLOSINGS
- -----------------------------------
Charges to the store closing reserve amounted to $228,000 during the five
months ended June 30, 1996. The charges related to scheduled rent payments for
closed stores. The reserve at June 30, 1996 of $381,000 (of which $279,000 is
reported as current and $102,000 is reported as non-current in the accompanying
consolidated balance sheet) relates to non-cancelable lease obligations of
closed stores which are not part of the Pier 1 Agreement of Settlement (see Note
2) .
NOTE 5. INCOME TAXES
- ---------------------
No provision for income taxes has been recognized in the accompanying
financial statements, as management does not currently expect the Company to
have taxable income during the applicable tax year.
NOTE 6. LEGAL PROCEEDINGS
- --------------------------
LITIGATION - The Company, the Company's Chief Executive Officer (the "CEO"), a
company owned by the CEO, and General Host Corporation (a former 49.5%
shareholder of the Company) are defendants in a suit filed by a brokerage firm
(the "Plaintiffs") with regard to breach of contract of an agreement the
Plaintiffs had with the Company to raise financing. The Plaintiffs allege that
they are due payment under the agreement. They also allege that the Company's
CEO and/or the company owned by the CEO along with defendant General Host
Corporation intentionally interfered with the agreement between the Plaintiffs
and the Company. The Plaintiffs seek $700,000 in actual damages against the
Company under the agreement and an unspecified amount for quantum meruit as well
as attorney's fees. The Company believes that it proceeded properly under the
agreement and accordingly denies that any payments are due to the Plaintiffs.
The Company is vigorously defending itself against any claims by the Plaintiffs.
There are various claims, lawsuits, investigations and pending actions against
the Company and its subsidiaries incident to the operations of its business.
Liability of the Company and its subsidiaries, if any, associated with these
matters is not determinable at June 30, 1996. While settlement of these
lawsuits may impact the Company's results of operations and liquidity in the
year of settlement or resolution, it is the opinion of management that the
ultimate resolution of such litigation will not have a material adverse effect
on the Company's financial position.
8
<PAGE>
Sunbelt Nursery Group, Inc.
Notes To Consolidated Financial Statements
(continued)
ENVIRONMENTAL CONTINGENCIES - In connection with a possible sale-leaseback
transaction, which was not completed, the Company authorized a third party to
undertake environmental assessments of two owned, non-retail properties. The
results indicated potential contamination at the two sites. The extent and
nature of the contamination is not clear. It is also not clear whether the
Company has an obligation to remediate whatever contamination is ultimately
found to exist. If an obligation does exist, it is not presently possible to
estimate the potential range of costs involved.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS
- ---------------------
During the five months ended June 30, 1996 ("Transition Period"), the Company
generated net income of $3.1 million compared to net income $6.7 million for the
five months ended July 2, 1995, a decrease of $3.6 million. The decrease is
primarily attributable to lower sales and gross margins during the five month
period. Sales during this period were down 6.0% which accounted for
approximately $2.0 million of the net income decrease. Decrease in gross profit
during the period accounted for an additional $1.2 in net income decrease.
Reductions in depreciation and interest expense of $1.6 million were offset by a
increase of $2.0 million in general, administrative and selling expenses.
Net sales decreased by 6.0% to $70.0 million for the five months ended June
30, 1996, from $74.1 for the same period in the prior year. The decrease is
attributable to increased competition and the Company's operating changes at the
store level.
Gross profit, as a percentage of sales, decreased from 43.6% to 41.9% for the
five months ended July 2, 1995 and June 30, 1996, respectively. The reduction
is substantially due to the recording of physical inventory losses at the
growing operations and a lower of cost to market adjustment on current live
product.
General, administrative and selling expenses for the Transition Period
increased by 8.7% to $24.4 million compared to $22.4 million for the five months
ended July 2, 1995. The increases are substantially due to changes in reserve
estimates and the recording of $1.5 million for non-cancelable future lease
payments and other related store closing costs associated with ten stores
closed during the period.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
During the Transition Period, $3.4 million cash was provided by operations.
Investing activities provided $0.2 million in cash and the Company repaid a net
of $2.3 on an asset based revolving loan from a bank.
LIQUIDITY - As of October 19, 1994, the Company and its subsidiaries entered
into a Loan and Security Agreement with a commercial bank ("Bank") providing a
line of revolving credit (the "Loan Agreement") which matures in October 1997.
The amount that may be borrowed under the Loan Agreement is dependent upon an
inventory borrowing base for each operating subsidiary determined on a monthly
basis, and the aggregate principal amount outstanding may not exceed $12.0
million. The borrowing base and amounts borrowed pursuant to the Loan Agreement
amounted to $9.0 million and $6.3 million, respectively, at June 30, 1996.
As of July 28, 1996, the Company was in default of the provisions of the Loan
and Security Agreement relating to (i) earnings before interest expense, income
taxes and depreciation and amortization (EBITDA), and (ii) the debt service
coverage ratio, both of which were below the requirements established by the
Loan Agreement. The Company is currently negotiating with the Bank to obtain
waivers for the defaults under the Loan Agreement, however, there is no
assurance that the Bank will waive the defaults. While the Bank has not
terminated the Loan Agreement, if the Bank were to terminate the Loan Agreement
and pursue immediate payment as a result of the defaults, the Company
anticipates that it would be unable to satisfy such obligation immediately. As
a result, the entire $6.3 million due under this Loan Agreement at June 30, 1996
is classified as a current liability in the accompanying consolidated balance
sheet. Interest on the line of credit is one and one-half percent (1.5%) per
annum in excess of the Bank's base lending rate established from time to time.
Following the occurrence and during the continuance of a default under the Loan
Agreement, the interest rate increases an additional three percent (3.0%) per
annum. As of August 1st, interest has begun accruing on the outstanding loans
at the current default rate of 12.75%.
Effective July 31, 1995, the Company restructured thirteen subleases and other
guarantees of leases with Pier 1 Imports (the "Agreement of Settlement") which
provides six-month lease terms renewable at Pier 1 Import's ("Pier 1") option
through June 30, 1998, after which the Company must consent to any further
extensions. The initial term ended December 31, 1995 and Pier 1 has since
granted two options ending June 30, 1996 and December 31, 1996. Rent is
calculated as a percentage of gross sales, subject to minimum levels. Pier 1 is
actively marketing the
10
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facilities for sale and the Company has no purchase obligation. The Company may
make an offer to purchase any of these properties, but Pier 1 is not obligated
to accept the offer. As of June 30, 1996, two of the properties had been sold to
a third party and the Company has negotiated new lease agreements with each of
these purchasers. Also as of June 30, 1996, the Company closed three of the
properties and recorded a liability of $831,000 in non-cancelable future minimum
lease payments on these stores pursuant to the Agreement of Settlement. The
subleases have been accounted for as operating leases subsequent to July 31,
1995.
Aggregate sales and gross profit for the remaining eight locations are listed
below:
12 months 5 months
ended ended
(in millions) 1/28/96 6/30/96
-------- --------
Sales $ 14.4 $ 8.7
Gross Profit $ 5.7 $ 3.8
The Agreement of Settlement also fixes a $14.7 million claim against the
Company in favor of Pier 1. The claim is secured up to $6.0 million by
substantially all of the Company's assets, subordinate to the rights of the
Bank, and comprised of (i) a promissory note for $8.0 million (the "Earn-out
Claim") and (ii) the remaining portion of the claim (the "Residual Claim")
which is a non-interest bearing claim payable only in the event of non-
performance under the Agreement of Settlement. The Earn-out Claim is payable in
annual installments ("Cash Flow Payments"), subject to certain minimum financial
requirements pursuant to the Agreement of Settlement and the Loan Agreement, or
may be fully satisfied by aggregate payments of $2.0 million by May 1, 1996,
$4.0 million by May 1, 1997, or $6.0 million by May 1, 1998. The Residual Claim
will be fully discharged by the satisfaction of the Earn-out Claim and the
termination, without liability to Pier 1, of the eleven subleases and other
leases guaranteed by Pier 1.
Due to covenants in the Loan Agreement, the Company was prohibited from
satisfying the Earn-out Claim with a prepayment of $2.0 million on May 1, 1996.
As a result, the $2.0 million present value of the $8.0 million in deferred Cash
Flow Payments has been recorded as a long-term liability in the accompanying
consolidated balance sheet. Factors used to estimate the present value included
a discount rate of 10%, annual sales increases of 1% and overall gross margins
of 41.5%.
The Company expects payments to Pier 1 to commence in fiscal 2009, which is
when the Company has estimated it will meet certain financial requirements, and
expects the Earn-out Claim to be fully satisfied in the year 2016.
OPERATING LOSSES - The Company continues to experience annual operating losses
due to declining sales and margins attributable to increased competition in its
market areas, inclement weather during its traditional spring selling season,
high operating expenses and less than optimal product mix and pricing. During
1996 and continuing into fiscal 1997, management has addressed these issues as
well as others in its continuing efforts to return the Company to profitability.
Management's plans for fiscal 1997 include: improvements in product mix,
display, quality, pricing and advertising; reductions in store operating and
general and administrative expenses; and the sale or closure of underperforming
stores. During the five months ended June 30, 1996, the Company recorded
$252,000 for a physical inventory loss; $238,000 to reflect a lower of cost or
market adjustment on current live products; and $1.5 million (inclusive of the
$831,000 Pier 1 liability discussed above) for non-cancelable minimum lease
payments and other related store closing costs on ten stores that the Company
closed during the period.
Management has not yet completed its strategic analysis of other
underperforming stores and their competitive environment. Upon completion,
identified underperforming stores may require the accrual of closure expenses
for severance, rent buyouts and/or other costs associated with store closing.
These expenses will be accrued in the period in which management adopts a formal
plan of store closure for such underperforming stores.
11
<PAGE>
Management has taken additional actions that will be applicable to future
periods, including: comprehensive associate training programs, implementation of
product quality standards, an inventory control philosophy, changes in
management personnel and implementation of a new control/analysis system.
Management expects these plans to improve cash flow and return the Company to
profitability. However, there can be no assurance that such profitability will
be achieved, and, if not, the Company may be required to close additional
stores, liquidate inventories, sell certain assets or take other measures to
meet working capital needs.
12
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
-----------------
See Note 6 to the Consolidated Financial Statements.
13
<PAGE>
ITEM 6. EXHIBITS
--------
EXHIBIT DESCRIPTION
- ------- -----------
3.1 Restated Certificate of Incorporated by reference to Exhibit 3.1 to
Incorporation the Company's Registration Statement on
Form S-1 (Reg. No. 33-42292)(the
"Registration Statement"), filed August 16,
1991
3.2 By-Laws Incorporated by reference to Exhibit 3.2 to
the Company's Registration Statement
10.1 Form of Post-Employment Incorporated by reference to Exhibit 10.3
Consulting Agreement with of the Company's Registration Statement
executive officers
10.2 Form of Indemnity Incorporated by reference to Exhibit 10.4
Agreement with directors to the Company's Registration Statement
and executive officers
10.3 Management Bonus Plan Incorporated by reference to Exhibit 10.5
to the Company's Annual Report on Form
10-K, for the fiscal year ended January 31,
1993
10.4 1991 Stock Option Plan Incorporated by reference to Exhibit 10.6
to Amendment No. 1 to the Company's
Registration Statement, filed September 25,
1991 (the "Amended Registration Statement")
10.5 Executive Officers' Incorporated by reference to Exhibit 10.10
Medical Plan to the Company's Registration Statement
10.6 Executive Officers' Incorporated by reference to Exhibit 10.11
Financial Planning Plan to the Company's Registration Statement
10.7 Credit Facilities Incorporated by reference to Exhibit 10.12
Agreement between the to the Company's Registration Statement
Company and Pier 1 Imports
10.8 Extension Agreement dated Incorporated by reference to Exhibit 10.14
April 25, 1994 between the to the Company's Report on Form 8-K, filed
Company and Pier-SNG, Inc. April 28, 1994
relating to the Credit
Facility Agreement between
the Company and Pier 1
Imports
10.9 Waiver Agreement dated May Incorporated by reference to Exhibit 10.15
13, 1994 between the to the Company's Annual Report on Form 10-K
Company and Pier 1 Imports for the fiscal year ended January 31, 1994
and Pier-SNG, Inc.
relating to the Credit
Facility Agreement between
the Company and Pier 1
Imports
14
<PAGE>
EXHIBIT DESCRIPTION
- ------- -----------
10.10 Loan and Security Incorporated by reference to Exhibit 10.19
Agreement dated October to the Company's Report on Form 10-Q for
14, 1994, among Wolfe the nine months ended October 31, 1994
Nursery, Inc., Tip Top
Nurseries, Inc.,
Nurseryland Garden
Centers, Inc. as
Borrowers, the Registrant,
Sunbelt Nursery Holdings,
Inc. and Sunbelt
Management Services, Inc.,
as Guarantors, and
American National Bank and
Trust Company of Chicago
(the "Loan and Security
Agreement")
10.11 Qualified Stock Option Incorporated by reference to Exhibit 10.11
Agreement dated October to the Company's Report on Form 10-K for
18, 1994 with an Executive the fiscal year ended January 31, 1995,
Officer filed May 15, 1995
10.12 Amended and Restated Incorporated by reference to Exhibit 10.11
Credit Facilities to the Company's Report on Form 10-K for
Agreement dated October the fiscal year ended January 31, 1995,
14, 1994 between the filed May 15, 1995
Company and Pier 1
Imports, Inc.
10.13 Nonqualified Stock Option Incorporated by reference to Exhibit 10.13
Agreement dated March 6, to the Company's Report on Form 10-K for
1995 with non-employee the fiscal year ended January 31, 1995,
Directors filed May 15, 1995
10.14 First Amendment and Waiver Incorporated by reference to Exhibit 10.14
dated April 7, 1995 to the to the Company's Report on Form 10-K for
Loan and Security Agreement the fiscal year ended January 31, 1995,
filed May 15, 1995
10.15 Agreement of Settlement Incorporated by reference to Exhibit 10.15
dated July 31, 1995 to the Company's Report on Form 10K/A-2 for
between Pier Lease, Pier 1 the fiscal year ended January 31, 1995,
Imports and Sunbelt filed August 11, 1995
Nursery Group, and Timothy
R. Duoos
10.16 Security Agreement dated Incorporated by reference to Exhibit 10.16
July 31, 1995, by Sunbelt to the Company's Report on Form 10-K/A-2
Nursery Group, Inc. and for the fiscal year ended January 31, 1995,
Wolfe Nursery, Inc. for filed August 11, 1995
the benefit of Pier 1
Imports, Inc., identified
as Exhibit A to the
Agreement of Settlement
10.17 Lease Guaranty Incorporated by reference to Exhibit 10.17
Indemnification Agreement to the Company's Report on Form 10-K/A-2
dated July 31, 1995, by for the fiscal year ended January 31, 1995,
Sunbelt Nursery Group, filed August 11, 1995
Inc. and Wolfe Nursery,
Inc. for the benefit of
Pier 1 Imports, Inc.,
identified as Exhibit C to
the Agreement of Settlement
15
<PAGE>
EXHIBIT DESCRIPTION
- ------- -----------
10.18 Environmental Indemnity Incorporated by reference to Exhibit 10.18
dated July 31, 1995 by to the Company's Report on Form 10-K/A-2
Sunbelt Nursery Group, for the fiscal year ended January 31, 1995,
Inc. and Wolfe Nursery, filed August 11, 1995
Inc. for the benefit of
Pier 1 Imports, Inc.,
identified as Exhibit D to
the Agreement of Settlement
10.19 Duoos Indemnification Incorporated by reference to Exhibit 10.19
Agreement dated July 31, to the Company's Report on Form 10-K/A-2
1995 by Timothy R. Duoos for the fiscal year ended January 31, 1995,
for the benefit of Pier 1 filed August 11, 1995
Imports, Inc., identified
as Exhibit E to the
Agreement of Settlement
10.20 Sublease Guaranty dated Incorporated by reference to Exhibit 10.20
July 31, 1995, between to the Company's Report on Form 10-K/A-2
Sunbelt Nursery Group, for the fiscal year ended January 31, 1995,
Inc. and Pier Lease, Inc. filed August 11, 1995
identified as Exhibit G to
the Agreement of Settlement
10.21 Promissory Note dated July Incorporated by reference to Exhibit 10.21
31, 1995, in the principal to the Company's Report on Form 10-K/A-2
amount of $8,000,000 by for the fiscal year ended January 31, 1995,
Sunbelt Nursery Group, filed August 11, 1995
Inc. for the benefit of
Pier 1 Imports, Inc.
identified as Exhibit H to
the Agreement of Settlement
10.22 Note Guaranty dated July Incorporated by reference to Exhibit 10.22
31, 1995, by Wolfe to the Company's Report on Form 10-K/A-2
Nursery, Inc. for the for the fiscal year ended January 31, 1995,
benefit of Pier 1 Imports, filed August 11, 1995
Inc., identified as
Exhibit I to the Agreement
of Settlement
10.23 Second Amendment, Waiver Incorporated by reference to Exhibit 10.23
and Consent dated July 31, to the Company's Report on Form 10-K/A-2
1995 to the Loan and for the fiscal year ended January 31, 1995,
Security Agreement filed August 11, 1995
10.24 Third Amendment dated Incorporated by reference to Exhibit 10.24
February 14, 1996 to the to the Company's Annual Report on Form
Loan and Security Agreement 10-K, for the fiscal year ended January 28,
1996, filed May 10, 1996
10.25 Fourth Amendment and Incorporated by reference to Exhibit 10.25
Waiver dated May 9, 1996 to the Company's Annual Report on Form
to the Loan and Security 10-K, for the fiscal year ended January 28,
Agreement 1996, filed May 10, 1996
21 Subsidiaries of the Company Incorporated by reference to Exhibit 22 to
the Company's Annual Report on Form 10-K,
for the fiscal year ended January 31, 1993
27 Financial Data Schedule Filed herewith
16
<PAGE>
SUNBELT NURSERY GROUP, INC.
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.
Sunbelt Nursery Group, Inc.
---------------------------
(Registrant)
Date: September 20, 1996 s/Richard R. Dwyer
----------------------------------------
Richard R. Dwyer
President and Chief Accounting
Officer
17
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<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JAN-29-1996
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0
0
<COMMON> 85
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<TOTAL-LIABILITY-AND-EQUITY> 33,998
<SALES> 69,660
<TOTAL-REVENUES> 69,660
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