BAREFOOT INC /DE
10-Q, 1996-05-13
AGRICULTURAL SERVICES
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                   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  March 31, 1996

                                      OR

      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

      For the transition period from                  to

      Commission file number 0-19602



                                 BAREFOOT INC.
            (Exact name of registrant as specified in its charter)



                  Delaware                              31-1265715
      (State or other jurisdiction of                (I.R.S. Employer
       incorporation or organization                Identification No.)

      450 W. Wilson Bridge Road, Suite 160                43085
    (Address of principal executive offices)            (Zip Code)


       Registrant's telephone number, including area code (614) 846-1800
                                      N/A
             (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


The number of shares of registrant's only class of Common Stock outstanding on
April 30, 1996 was 14,603,510



                                     -1-
<PAGE>

                                     INDEX

                         PART I. FINANCIAL INFORMATION





                                                                          Page
                                                                           No.
Item 1. Financial Statements:

      Consolidated Statements of Income - Three-month periods
      ended March 31, 1996 and 1995 (unaudited) .......................... 3

      Consolidated Balance Sheets -- March 31, 1996 (unaudited)
      March 31, 1995 and December 31, 1995 ............................... 4-5

      Consolidated Statements of Cash Flows -- Three-month periods
      ended March 31, 1996 and 1995 (unaudited) .......................... 6-7

      Consolidated Statement of Shareholders' Equity - Three-month
      period ended March 31, 1996 (unaudited) ............................ 8

      Notes to Consolidated Financial Statements ......................... 9

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations ............................. 10

                           Part II Other Information

Item 6.     Exhibits and Reports on Form 8-K ............................. 14

- - -----------

Note: Items 1 through 5 of Part II are omitted because they are not applicable.

                                     -2-
<PAGE>

PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS


                                 BAREFOOT INC.
                       CONSOLIDATED STATEMENTS OF INCOME



                                                       THREE MONTHS ENDED
                                                            MARCH 31,
                                                      1996              1995
                                                      ----              ----
                                                           (unaudited)
REVENUES:
  Customer service revenues ................     $  9,351,116      $  9,365,496
  Franchise fees and royalty income ........          229,657           219,261
                                                 ------------      ------------
     Total revenues ........................        9,580,773         9,584,757
                                                 ------------      ------------

COSTS AND EXPENSES:
  Costs of services provided ...............        7,030,956         6,287,844
  General and administrative ...............        6,376,488         6,362,123
  Marketing ................................          822,217           800,825
  Amortization of intangibles ..............          530,222           541,770
                                                 ------------      ------------
     Total costs and expenses ..............       14,759,883        13,992,562
                                                 ------------      ------------

LOSS BEFORE INTEREST AND
INCOME TAXES ...............................       (5,179,110)       (4,407,805)

  Interest expense .........................         (245,748)         (261,405)
  Interest income ..........................          111,302           277,068
                                                 ------------      ------------

LOSS BEFORE INCOME TAXES ...................       (5,313,556)       (4,392,142)
  Income tax benefit .......................        2,084,000         1,688,400
                                                 ------------      ------------

NET LOSS ...................................     $ (3,229,556)     $ (2,703,742)
                                                 ------------      ------------

LOSS PER COMMON SHARE ......................     $       (.22)     $       (.16)
                                                 ------------      ------------

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING ................................       14,774,000        16,672,000
                                                 ------------      ------------


                                     -3-
<PAGE>

                                 BAREFOOT INC.
                          CONSOLIDATED BALANCE SHEETS



                                          MARCH 31,     MARCH 31,   DECEMBER 31,
                                            1996          1995          1995
                                        (unaudited)
ASSETS

CURRENT ASSETS
Cash and cash equivalents .........    $ 2,373,651    $15,189,330    $10,877,039
Short-term investments ............      1,549,492      9,565,456      1,536,333
Receivables--
  Customers, less allowance
    for doubtful accounts of
    $1,600,500, $1,600,000
    and $1,516,000
    respectively ..................      6,547,275      5,557,840      5,371,272
  Franchises ......................      2,390,557      1,892,122      1,277,715
  Branchises (note 2) .............      1,281,342        893,869        856,680
  Other ...........................        749,127        855,723        864,976
  Refundable income taxes .........           --        1,833,000           --
Supplies ..........................      1,531,441      1,475,455      1,058,119
Prepaid  advertising costs ........      8,035,062      9,055,000           --
Other prepaid expenses ............      1,120,364      1,705,823      1,861,656
Deferred taxes ....................           --             --        1,157,000
                                       -----------    -----------    -----------
  Total current assets ............     25,578,311     48,023,618     24,860,790
                                       -----------    -----------    -----------

PROPERTY AND EQUIPMENT, net of
  accumulated deprecation and
  amortization of $17,580,600,
  $13,724,800 and $16,684,000
  respectively ....................     14,423,988     13,267,574     10,977,754

OTHER ASSETS
Intangible assets, net of
  accumulated amortization
  of $8,573,700, $6,306,300
  and $8,002,000, respectively ....     27,525,325     28,225,825     27,500,732
Deferred tax assets ...............      1,361,000      1,669,500      1,361,000
Other receivables .................      1,813,724      1,577,458      1,221,096
Deposits ..........................        313,944        291,569        306,967
                                       -----------    -----------    -----------
  Total other assets ..............     31,013,993     31,764,352     30,389,795
                                       -----------    -----------    -----------
  Total assets ....................    $71,016,292    $93,055,544    $66,228,339
                                       -----------    -----------    -----------

(Continued on next page)
                                     -4-
<PAGE>

                                 BAREFOOT INC.
                          CONSOLIDATED BALANCE SHEETS



                                       MARCH 31,      MARCH 31,     DECEMBER 31,
                                         1996           1995           1995
                                      (unaudited)

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Current portion, long-term debt    $    950,000    $  1,026,667    $    950,000
Current portion, capital lease
   obligations .................      3,961,825       3,412,768       3,084,777
Customer prepayments ...........     12,839,668      13,433,821       4,089,776
Accrued taxes payable ..........           --           433,000       5,739,500
Accounts payable ...............      3,981,774       7,366,101       2,674,143
Accrued compensation and
   payroll taxes ...............      2,599,339       2,392,248       1,602,500
Other accrued expenses .........        972,515         594,057         723,024
Deferred taxes .................      2,106,000       2,351,000            --
                                   ------------    ------------    ------------
   Total current liabilities ...     27,411,121      31,009,662      18,863,720
                                   ------------    ------------    ------------

CAPITAL LEASE OBLIGATIONS ......      9,555,106       8,344,922       6,319,410

LONG-TERM DEBT .................      1,900,000       2,850,000       1,900,000
                                   ------------    ------------    ------------

   Total liabilities ...........     38,866,227      42,204,584      27,083,130
                                   ------------    ------------    ------------

SHAREHOLDERS' EQUITY
Preferred Stock - 5,000,000
   shares authorized, $.01
   par value ...................           --              --              --
Common Stock - 40,000,000 shares
   authorized, $.01 par value,
   shares issued-16,777,760
   16,766,660 and 16,776,260
   respectively; shares
   outstanding - 14,595,760,
   16,766,660 and 14,855,260,
   respectively ................        167,778         167,667         167,763
Additional paid-in capital .....     49,903,040      49,853,493      49,892,555
Treasury stock, at cost ........    (25,834,884)           --       (22,801,634)
Excess purchase price ..........     (5,285,649)     (5,285,649)     (5,285,649)
Retained earnings ..............     13,199,780       6,115,449      17,172,174
                                   ------------    ------------    ------------
   Total shareholders' equity ..     32,150,065      50,850,960      39,145,209
   Total liabilities and .......   ------------    ------------    ------------
      shareholders' equity .....   $ 71,016,292    $ 93,055,544    $ 66,228,339
                                   ------------    ------------    ------------

                                     -5-
<PAGE>

                                 BAREFOOT INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                         THREE MONTHS ENDED
                                                              MARCH 31,
                                                      1996               1995
                                                            (unaudited)
CASH FLOW FROM OPERATING ACTIVITIES:

Net loss .....................................     $(3,229,556)     $(2,703,742)
Adjustments to reconcile net loss
   to net cash used in operating
   activities--
    Deferred tax provision ...................       3,263,000          502,000
    Depreciation and amortization ............       1,428,895        1,322,833
    Provision for uncollected customer
       receivables ...........................         138,000          351,268
    Notes receivable collected ...............         210,851          148,888
    Changes in certain assets and
       liabilities--
      (Increase) decrease in assets -
        Investments ..........................         (13,159)         231,112
        Receivables ..........................      (2,838,891)      (5,667,863)
        Supplies .............................        (473,322)        (423,531)
        Prepaid expenses .....................      (7,293,770)      (7,582,139)
        Other assets .........................          (6,977)         (39,265)
    Increase (decrease) in liabilities--
        Customer prepayments .................       8,749,892        8,788,786
        Accounts payable .....................       1,307,631        2,829,462
        Accrued income taxes .................      (5,739,500)      (1,046,006)
        Accrued expenses .....................       1,246,330        1,810,136
                                                   -----------      -----------
         Net cash used in operating
            activities .......................      (3,250,576)      (1,478,061)
                                                    ----------       ---------- 



(Continued on next page)

                                     -6-
<PAGE>

                                 BAREFOOT INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (consolidated)


                                                         THREE MONTHS ENDED
                                                              MARCH 31,
                                                       1996              1995
                                                       ---               -----
                                                             (unaudited)
CASH FLOW FROM INVESTING ACTIVITIES:

Cash paid for acquired assets,
  net of cash obtained .......................        (556,423)         336,479
Proceeds from investment in direct
   financing leases and notes receivable .....         105,836           70,904
Capital expenditures .........................        (256,815)        (258,367)
                                                  ------------     ------------
    Net cash provided by (used in)
       investing activities ..................        (707,402)         149,016
                                                  ------------     ------------

CASH FLOW FROM FINANCING ACTIVITIES:

Dividends paid ...............................        (742,838)        (500,105)
Treasury stock purchased .....................      (3,033,250)            --
Stock option exercises .......................          10,500            5,353
Term loan debt payments ......................            --               --
Capital lease principal payments .............        (779,822)        (943,898)
                                                  ------------     ------------

    Net cash used in financing activities ....      (4,545,410)      (1,438,650)
                                                    ----------       ---------- 

        Net decrease in cash .................      (8,503,388)      (2,767,695)
                                                    ----------       ---------- 
                                                               
CASH AND CASH EQUIVALENTS, beginning
   of period .................................      10,877,039       17,957,025
                                                  ------------     ------------

CASH AND CASH EQUIVALENTS, end of period .....    $  2,373,651     $ 15,189,330
                                                  ------------     ------------

Supplemental disclosure of cash flows
information:

  Interest paid during the period ............    $    245,748     $    261,405

  Taxes paid during the period ...............    $    390,000     $    547,000


                                     -7-
<PAGE>
<TABLE>
                                 BAREFOOT INC.
                CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                   FOR THE THREE MONTHS ENDED MARCH 31, 1996
                                  (unaudited)


                       DECEMBER 31,    OPTIONS      SHARES      DIVIDENDS         NET        MARCH 31,
                          1995        EXERCISED   REPURCHASED     PAID           LOSS          1996

<S>                   <C>             <C>       <C>            <C>          <C>            <C>         
COMMON SHARES
OUTSTANDING .......     16,776,260      1,500          --           --             --        16,777,760
                      ------------    -------   -----------    ---------    -----------    ------------
TREASURY SHARES ...      1,921,000       --         261,000         --             --         2,182,000
                      ------------    -------   -----------    ---------    -----------    ------------
PREFERRED STOCK ...   $       --      $  --     $      --      $    --      $      --

COMMON STOCK ......        167,763         15          --           --             --      $    167,778

ADDITIONAL PAID-IN
CAPITAL ...........     49,892,555     10,485          --           --             --        49,903,040

TREASURY STOCK ....    (22,801,634)      --      (3,033,250)        --             --       (25,834,884)

EXCESS PURCHASE
PRICE .............     (5,285,649)      --            --           --             --        (5,285,649)

RETAINED EARNINGS .     17,172,174       --            --       (742,838)    (3,229,556)     13,199,780
                      ------------    -------   -----------    ---------    -----------    ------------
TOTAL SHAREHOLDERS'
EQUITY ............   $ 39,145,209    $10,500   $(3,033,250)   $(742,838)   $(3,229,556)   $ 32,150,065
                      ------------    -------   -----------    ---------    -----------    ------------

</TABLE>
                                     -8-
<PAGE>


                                 BAREFOOT INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1- Unaudited Interim Consolidated Financial Statements

     The accompanying  interim  consolidated  financial statements as of March
31, 1996 and March 31,  1995 and for the  three-month  periods  then ended are
unaudited.  However,  in the opinion of management,  these interim  statements
include all  adjustments,  consisting  only of normal  recurring  adjustments,
necessary  for a fair  presentation  of the  financial  position,  results  of
operations and cash flows of Barefoot Inc. and subsidiaries ("Barefoot" or the
"Company").  These financial statements should be read in conjunction with the
audited financial statements contained in Barefoot's Transition Report on Form
10-K for the nine month period ended December 31, 1995.

Note 2 - Prepaid Advertising Costs

      Barefoot's   accounting  policy  for  marketing   expenses  for  interim
reporting  purposes is to defer the expenses  when  incurred and expense these
costs over the treating season.  The Company's business is highly seasonal and
much of the marketing expenses are incurred in the first quarter when revenues
are  lowest.  The  revenues  generated  by the  customers  signed  up from the
marketing  campaigns  occur over the entire  season,  generally  March through
November.  Accordingly the related marketing costs are expensed over that same
period.  For annual financial  reporting  purposes the Company has adopted SOP
93-7  "Reporting on Advertising  Costs" and expenses all marketing costs which
are not direct response advertising costs in the year incurred.

                                     -9-
<PAGE>



ITEM 2 - MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

     Barefoot  provides lawn care service  through  periodic  applications  of
fertilizer and as-needed  applications of weed and insect  controls.  Barefoot
also offers its lawn care customers  additional service options including tree
and shrub care,  lawn  aeration,  liming and seeding.  Barefoot also generates
franchise fee and royalty income from its franchise system.

     To assist in understanding  Barefoot's  operating results,  the following
table  indicates the percentage  relationships  of various items of income and
expense included in the Consolidated  Statements of Income for the three-month
periods ended March 31, 1996 and 1995, respectively.

<TABLE>
                                                                      Percentage Increase
                                                                           (Decrease)
                                                      Percentage of       Three Months
                                                    Total Revenues (1)        Ended
                                                     Three Months           March 31,
                                                         Ended                1996
                                                        March 31,              vs
                                                    1996         1995         1995
                                                    ----         ----         ----

<S>                                                 <C>          <C>          <C> 
Customer service revenues ................          97.6         97.7         (.2)
Franchise fee & royalty income ...........           2.4          2.3         4.7
                                                     ---          ---         

   Total revenues ........................         100.0        100.0         --
                                                   -----        -----        

Costs of services provided ...............          75.2         67.1        11.8
General and administrative ...............          66.6         66.4          .2
Marketing ................................           8.8          8.6         2.7
Amortization of intangibles ..............           5.5          5.7        (2.1)
   Total costs and expenses ..............         154.1        146.0         5.5
                                                   -----        -----       

   Loss before interest and
      income taxes .......................         (54.1)       (46.0)      (17.5)
                                                   -----        -----     

Interest expense .........................          (2.6)        (2.7)       (6.0)
Interest income ..........................           1.2          2.9       (59.8)
                                                     ---          ---       

   Loss before income taxes ..............         (55.5)       (45.8)      (21.0)
Income taxes .............................          21.8         17.6        23.4
                                                   -----        -----        ----
   Net loss ..............................         (33.7)       (28.2)      (19.4)
                                                   -----        -----        ----


(1) Costs of  services  provided  and  marketing  expenses  are  expressed  as
percentages of customer service revenues.

</TABLE>

                                     -10-
<PAGE>

THREE MONTHS ENDED MARCH 31, 1996  COMPARED WITH THREE MONTHS ENDED
MARCH 31, 1995

REVENUES

   Customer service  revenues  declined .2% to $9,351,000 for the three months
ended  March 31, 1996 from  $9,365,000  for the three  months  ended March 31,
1995. Cold and snow in many of Barefoot's  larger markets in March 1996 caused
the decline in customer  service  revenues.  Revenues from the interior  plant
business which was acquired  March 31, 1995 were nearly  $560,000 in the March
1996  quarter.  Thus,  customer  service  revenues  from lawn care  operations
declined over 6.1% between the periods. In the comparable period in March 1995
the weather was dry and mild which  provided for an earlier  start to lawn and
tree shrub treatments.

   Franchise  fees and  royalty  income  increased  2.3% to $230,000 in 1996's
first quarter from $219,000 in 1995's first quarter. The increase reflects the
opening of seven new franchise locations in 1996.

EXPENSES

   Costs of  services  provided  increased  11.8% to  $7,031,000  in the three
months  ended March 31, 1996 from  $6,288,000  in the three months ended March
31, 1995.  Costs of services  increased as a  percentage  of customer  service
revenues between years to 75.2% in the first quarter 1996 compared to 67.1% in
the first  quarter of 1995.  The increase in costs of services  was  primarily
from the weather causing lower productivity on treatments and sales activities
and the addition of four  branchise  locations and the interior plant business
at the end of the first  quarter  of 1995.  As a result,  first  quarter  1996
operating expenses were higher from the acquisitions.

     General and administrative expenses increased .2% and were almost flat as
a percent of total  revenues at 66.6% in the 1996 period and 66.4% in the 1995
period.  Reductions in employment related taxes and fringes in the 1996 period
were primarily responsible for offsetting increases from the greater number of
locations open in 1996 following the acquisitions on March 31, 1995.

     Marketing  expenses  were  $822,000  for the three months ended March 31,
1996 and  $801,000  for the three  months  ended March 31,  1995.  For interim
reporting purposes the Company defers the costs of its marketing campaigns and
expenses  them over the  treating  season.  The amounts  expensed in the three
month periods ended March 31, 1996 and 1995 were in proportion to the revenues
recognized in the periods to total expected revenues for the seasons.

     Interest  expense  declined  6.0% to $246,000 in the three  months  ended
March 31, 1996 from  $261,000 in the three  months ended March 31, 1995 due to
lower balances on the Lawnmark  acquisition  note.  Interest  income  declined
nearly 60.0% to $111,000 in the first three  months of 1996 from  $277,000 for
the same period in 1995 due to lower cash balances available for investment in
1996  following  the  repurchase of nearly  2,200,000  shares of Barefoot Inc.
common stock in 1995 and thus far in 1996.

     Income taxes were  credited at a 39%  effective  tax rate in both periods
presented.  Barefoot has  retained a March 31 tax year after  switching to the
calendar  year for  financial  reporting  purposes in 1995.  The losses in the
quarters  ended March 31, 1996 and 1995 reduce  taxes owed for the tax returns
filed for the tax years ended March 31, 1996 and 1995.

                                     -11-

<PAGE>
     Primarily  as a  result  of  the  lower  lawn  care  revenues  and  lower
productivity  due to the  weather,  the net loss  increased to  $3,230,000  in
1996's first  quarter from  $2,704,000  in the first  quarter of 1995, a 19.4%
increase.

     The loss per share  increased  nearly 38% to $.22 per share for the three
months  ended  March 31,  1996 from a net loss of $.16 per share for the three
months  ended  March  31,  1995.  The per  share  earnings  were  computed  on
14,774,000  weighted  average  shares  outstanding  in the  1996  quarter  and
16,672,000 in 1995.  The lower number of shares  outstanding  in 1996 reflects
the repurchase of 2,182,000 shares in 1995 and 1996.  Common stock equivalents
are not included in the weighted average shares calculation for either quarter
because their effect is anti-dilutive in periods where a loss occurs.

QUARTERLY RESULTS

     The following  table sets forth certain  unaudited  operating  results of
each of the nine consecutive quarters in the period ended March 31, 1996. This
information  is  unaudited  but, in the  opinion of  management  includes  all
adjustments  (consisting only of informal recurring adjustments) necessary for
a fair  presentation  of the  results of  operations  for such  periods.  This
information  should be read in  conjunction  with the  Company's  Consolidated
Financial Statements and the Notes thereto.

                                         First     Second     Third      Fourth
                                        quarter    quarter   quarter     quarter
                                        (In thousands, except per share amounts)
Year Ended December 31, 1994
  Total revenues ....................   $ 6,412    $32,676   $33,961   $ 18,735
  Costs of services provided ........     4,847     11,279    10,629      7,849
  Net income (loss) .................    (2,611)     6,909     8,010      1,658
  Earnings (loss) per share .........   $  (.16)   $   .41   $   .48   $    .10

Year Ended December 31, 1995
  Total revenues ....................   $ 9,585    $35,963   $35,953   $ 21,515
  Costs of services provided ........     6,288     12,140    11,596     10,141
  Net income (loss) .................    (2,704)     7,580     7,603     (2,302)
  Earnings (loss) per share$ ........      (.16)   $   .49   $   .50   $   (.15)

Year Ended December 31, 1996
  Total revenues ....................   $ 9,581
  Costs of services provided ........     7,031
  Net income (loss) .................    (3,230)
  Earnings (loss) per share .......   $   (.22)

Note:  Quarterly  per share  results may not total to the annual  earnings per
share due to changes in shares  outstanding  and the exclusion of common stock
equivalents  in the quarterly  periods when losses occur.  All dollar  amounts
except per share amounts are in thousands.

   The Company's  results of operations  fluctuate on a quarterly basis,  with
the total revenues and net income significantly higher in the Company's second
and third quarters (ending June 30 and September 30, respectively).

   The Company  believes that  inflation has not had a material  effect on the
results of its operations.

                                     -12-
<PAGE>
Liquidity and Capital Resources

General

Barefoot's  lawn care  business  generates  significant  cash flow  during the
treating season  generally March through  November.  Cash built up during this
period is used to fund  operations  during the seasonally  slow quarter ending
March 31 which is also when Barefoot incurs  advertising  costs for the Spring
marketing campaign. Barefoot also collects advance payments (prepayments) from
approximately  15% of its customers in December  through April. The prepayment
receipts are  important in financing  operations  during the winter months and
Spring advertising.

The  seasonality of Barefoot's  business  causes wide variance in the accounts
which comprise working capital.  In early Spring prepaid expenses and customer
prepayments  are at their  peaks.  Over the  treating  season  these  balances
decline while  receivables  from customers  build.  By the end of the calendar
year these balances reach their seasonal lows.

Investment in supplies (fertilizers, pesticides, plants, etc.) is not material
to Barefoot's  business.  Short lead times for delivery of products  allow the
Company to minimize its  investment in supplies to just what is needed for the
next week or two.  This  allows the  Company to  minimize  its  investment  in
warehouse space.

Cash Flows From Operations

Due to the  seasonality  of  Barefoot's  lawn care  business  the  results  of
operations  for the  first  quarter  were a loss  as has  been  the  Company's
experience  in the past.  For the three months  ended March 31, 1996  Barefoot
used nearly $3,250,000 of cash from operations. Cash used by operations in the
three months ended March 31, 1995 was $1,478,000.  The normal seasonal factors
discussed above had the most  significant  impacts on cash used in operations.
Additional  factors  affecting  operating  cash flow  comparisons  between the
periods were -

- - -    a lower  increase in accounts  payable  because the 1995 period  included
     over $2,750,000 for amounts paid in April,  1995 for businesses  acquired
     on March 31, 1995 and

- - -    the utilization of the tax net operating loss carryforwards in the period
     ended March 31, 1995 affecting the change in income taxes payable and the
     deferred tax provisions between the periods.

Debt, Acquisitions and Capital Expenditures

Currently  Barefoot has $2,850,000 of term debt remaining from the acquisition
of Lawnmark on April 1, 1994.  The Lawnmark  note bears  interest at the prime
rate plus 1% subject to a maximum rate of 9%.  Principal  payments on the note
began  June 1,  1995  and are due  only  during  the  months  of June  through
November. Interest is paid monthly.

Capital  leases,  primarily  for lawn  service  vehicles,  are the only  other
significant  long-term  commitment.  Near the end of March 1996  approximately
$4,800,000 was added to capital leases for the vehicles at Company  locations,
franchises and branchises.

Capital lease  payments were $780,000 in the three months ended March 31, 1996
compared to $944,000 in the three  months  ended March 31, 1995 due to a later
in-service  date for 1996  additions  to the vehicle  fleet as compared to the
prior year.

                                     -13-
<PAGE>
Capital  expenditures,   other  than  vehicle  leases,  are  not  material  to
Barefoot's business.

Barefoot acquired a lawn care business in January,  1996 for a cash payment of
$561,000.  In April,  1996 Barefoot  acquired the assets of its  Richmond,  VA
franchise for total  consideration  (cash and assumed current  liabilities) of
approximately $850,000.

In September, 1995 Barefoot increased its $6,000,000 Revolving Credit Facility
to $20,000,000 ("the Facility").  Up to $2,500,000 of the Facility may be used
for letters of credit.  Borrowings  under the  facility  bear  interest at the
prime rate (8.25% as of April 30,  1996) or at LIBOR  (5.4375% as of April 30,
1996) plus 125 basis points. The line of credit is for a three-year period. At
the end of the three year term,  borrowings made for nonseasonal purchases may
be converted to a five-year term loan.

The Facility  requires  approval of  acquisitions of businesses for amounts in
excess of $15,000,000 of cash and debt or $25,000,000 of Barefoot Common Stock
and  subordinated  debt.  The  Facility's  covenants also limit annual capital
expenditures to $7,500,000 and require  maintenance of consolidated  net worth
of at least  $25,000,000.  Barefoot believes  compliance with the restrictions
contained in the  Facility  will not hinder its  operations  or its ability to
acquire lawn care  businesses to pay dividends or to repurchase  shares of its
stock.  Barefoot's positive cash flows since the October,  1991 initial public
offering has reduced its reliance on short-term borrowings.  No amounts, other
than letters of credit for insurance contracts, were borrowed on the revolving
line of credit in the current or prior year periods.

Dividends and Share Repurchases

On March 15, 1996 the  Company  paid a $.05 per share  dividend.  On April 23,
1996 the Company  declared a $.05 per share dividend  payable on June 14, 1996
to shareholders of record on May 31, 1996.

Between April and December 1995 the Company  repurchased  1,921,000  shares of
its Common Stock for a total cost of $22,801,634. In March, 1996 an additional
261,000 shares were repurchased at a cost of $3,033,250.

The Company is authorized to repurchase up to 818,000 additional shares of its
outstanding  Common  Stock.  The Company  will  continue to evaluate  its cash
position,  borrowing capacity,  acquisition opportunities and market valuation
in determining if it will acquire any or all of the shares authorized.



PART II OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

(a)  Reports on Form 8-K

     None

(b)  Exhibits

     11 Computation of Earnings per Common and Common Equivalent Share

     27 Financial Data Schedule

                                     -14-
<PAGE>
                                  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 hereunto duly authorized.


                                 BAREFOOT INC.




                                                  /s/ Michael R. Goodrich
                                             _________________________________
                                                 Chief Financial Officer and
                                                 Authorized Signing Officer


May 10, 1996


                                     -15-
<PAGE>

                                 EXHIBIT INDEX


Exhibit Number          Description                                     Page #
_______________________________________________________________________________

 
     11          Computation of Earnings per Common and                   17
                 Common Equivalent Share

     27          Financial Data Schedule                                  18


                                     -16-



                                                                    EXHIBIT 11

                                 BAREFOOT INC.
                    COMPUTATION OF EARNINGS PER COMMON AND
                            COMMON EQUIVALENT SHARE


                                                   THREE MONTHS ENDED MARCH 31,
                                                     1996               1995
                                                   ----------------------------

Net loss ...................................     $ (3,229,556)     $ (2,703,742)

SHARES-PRIMARY:
  Weighted average number
    of shares outstanding during
    the period .............................       14,774,375        16,672,307
  Shares issuable upon the
    exercise of stock options
    and warrants less shares
    repurchasable from the proceeds ........               -*                -*
  Common and common
     equivalent shares outstanding .........       14,774,375        16,672,307
- - --------------------------------------------     ------------      ------------

NET LOSS PER SHARE, PRIMARY ................     $       (.22)     $       (.16)
                                                 ------------      ------------



* Not included in loss periods due to anti-dilutive effect on per share loss

                                     -17-

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                           2,374
<SECURITIES>                                     1,550
<RECEIVABLES>                                   12,569
<ALLOWANCES>                                     1,601
<INVENTORY>                                      1,531
<CURRENT-ASSETS>                                25,578
<PP&E>                                          32,005
<DEPRECIATION>                                  17,581
<TOTAL-ASSETS>                                  71,016
<CURRENT-LIABILITIES>                           27,411
<BONDS>                                              0
                                0
                                          0
<COMMON>                                           168
<OTHER-SE>                                      31,982
<TOTAL-LIABILITY-AND-EQUITY>                    71,016
<SALES>                                              0
<TOTAL-REVENUES>                                 9,581
<CGS>                                                0
<TOTAL-COSTS>                                   14,760
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 246
<INCOME-PRETAX>                                (5,314)
<INCOME-TAX>                                   (2,084)
<INCOME-CONTINUING>                            (3,230)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (3,230)
<EPS-PRIMARY>                                    (.22)
<EPS-DILUTED>                                    (.22)
        

</TABLE>


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