<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
For Quarterly Period Ended Commission File Number:
August 2, 2000 0-21486
HARRY'S FARMERS MARKET, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Georgia 58-2037452
--------------------------------------------------------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1180 Upper Hembree Road, Roswell, Georgia 30076
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 667-8878
-----------------------------
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__________________
------------------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Class A Common 4,139,375
------------------------- ------------------------
Class Outstanding at September 14, 2000
Class B Common 2,050,701
------------------------- ------------------------
Class Outstanding at September 14, 2000
-1-
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
-2-
<PAGE>
Harry's Farmers Market, Inc. and Subsidiaries
Consolidated Balance Sheets
<TABLE>
<CAPTION>
Amounts in thousands (Unaudited)
August 2, February 2,
2000 2000
----------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 224 $ 432
Accounts receivable, net of allowance 207 121
Inventories 9,731 10,987
Prepaid expenses 954 652
Assets held for sale - 4,500
Other current assets 54 81
----------- ------------
Total current assets 11,170 16,773
----------- ------------
PROPERTY AND EQUIPMENT
Buildings 31,839 31,724
Equipment 31,354 31,159
Vehicles 185 185
----------- ------------
63,378 63,068
Accumulated depreciation (34,607) (32,503)
----------- ------------
28,771 30,565
Land 7,224 7,224
----------- ------------
Total property and equipment 35,995 37,789
----------- ------------
OTHER ASSETS
Deposits on equipment 299 247
Loan costs 804 1,143
Other 233 299
----------- ------------
1,336 1,689
----------- ------------
Total assets $ 48,501 $ 56,251
=========== ============
</TABLE>
See accompanying notes to financial statements
-3-
<PAGE>
Harry's Farmers Market, Inc. and Subsidiaries
Consolidated Balance Sheets
<TABLE>
<CAPTION>
Amounts in thousands (Unaudited)
August 2, February 2,
2000 2000
----------- -----------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term obligations $ 1,538 $ 4,162
Accounts payable - trade 5,630 7,273
Workers' compensation and general liability insurance 260 256
Accrued payroll and payroll taxes payable 670 649
Sales taxes payable 234 34
Other accrued liabilities 822 761
Income taxes payable - 250
----------- -----------
Total current liabilities 9,154 13,385
----------- -----------
LONG-TERM OBLIGATIONS, NET OF CURRENT
MATURITIES 20,545 21,783
----------- -----------
OTHER NON-CURRENT LIABILITIES 498 477
----------- -----------
STOCKHOLDERS' EQUITY
Common Stock - Class A 34,681 34,681
Common Stock - Class B 3,936 3,936
Additional Paid-in Capital 1,257 1,257
Accumulated deficit (21,570) (19,268)
----------- -----------
Total stockholders' equity 18,304 20,606
----------- -----------
Total liabilities and stockholders' equity $ 48,501 $ 56,251
=========== ===========
</TABLE>
See accompanying notes to financial statements
-4-
<PAGE>
Harry's Farmers Market, Inc. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Amounts in thousands, except per share date For the Thirteen Weeks Ended,
-----------------------------------------------------------------
August 2, 2000 August 4, 1999
------------------------------ ----------------------------------
<S> <C> <C> <C> <C>
Net sales $ 35,277 100.0% $ 35,160 100.0%
Cost of goods sold 25,245 71.6 24,967 71.0
--------- ---------- --------- ---------
Gross profit 10,032 28.4 10,193 29.0
--------- ---------- --------- ---------
Operating expenses
Direct store expenses 5,978 17.0 5,943 16.9
Selling, general & administrative expenses 3,440 9.6 3,052 8.7
Depreciation and other amortization 1,006 2.9 1,018 2.9
--------- ---------- --------- ---------
Total operating expenses 10,424 29.5 10,013 28.5
--------- ---------- --------- ---------
Operating income (loss) (392) (1.1) 180 0.5
Interest expense (949) (2.7) (569) (1.6)
Other income 200 0.6 232 0.6
--------- ---------- --------- ---------
Pretax loss (1,141) (3.2) (157) (0.5)
Income taxes - - - -
--------- ---------- --------- ---------
Net loss (1,141) (3.2) (157) (0.5)
Provision for accretion of warrants - (0.0) (37) (0.1)
--------- ---------- --------- ---------
Net loss applicable to common shareholders $ (1,141) (3.2)% $ (194) (0.6)%
========= ========== ========= =========
Net loss per common share - Basic $ (0.18) $ (0.03)
========= =========
Net loss per common share - Diluted $ (0.18) $ (0.03)
========= =========
</TABLE>
See accompanying notes to financial statements
-5-
<PAGE>
Harry's Farmers Market, Inc. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Amounts in thousands, except per share date For the Twenty-Six Weeks Ended,
--------------------------------------------------------------
August 2, 2000 August 4, 1999
-------------------------- --------------------------
<S> <C> <C> <C> <C>
Net sales $ 70,188 100.0% $ 68,834 100.0%
Cost of goods sold 50,176 71.5 49,306 71.6
--------- ----------- --------- ---------
Gross profit 20,012 28.5 19,528 28.4
--------- ----------- --------- ---------
Operating expenses
Direct store expenses 11,797 16.8 11,790 17.1
Selling, general & administrative expenses 6,737 9.6 6,198 9.0
Depreciation and other amortization 2,064 2.9 2,051 3.0
--------- ----------- --------- ---------
Total operating expenses 20,598 29.3 20,039 29.1
--------- ----------- --------- ---------
Operating loss (586) (0.8) (511) (0.7)
Interest expense (1,941) (2.8) (1,072) (1.6)
Other income 513 0.7 1,243 1.8
--------- --------- --------- ---------
Loss before provision for accretion of
warrants, income taxes and extraordinary loss
(2,014) (2.9) (340) (0.5)
Provision for accretion of warrants ( - ) (0.0) (74) (0.1)
--------- --------- --------- ---------
Loss applicable to common shareholders before
income taxes and extraordinary loss
(2,014) (2.9) (414) (0.6)
Income taxes - - - -
--------- --------- --------- ---------
Loss applicable to common shareholders before
extraordinary loss (2,014) (2.9) (414) (0.6)
Extraordinary loss (288) (0.4) - -
--------- --------- --------- ---------
Net loss applicable to common shareholders $ (2,302) (3.3)% $ (414) (0.6)%
========= ========= ========= =========
Net loss per common share - Basic $ (0.37) $ (0.07)
========= =========
Net loss per common share - Diluted $ (0.37) $ (0.07)
========= =========
</TABLE>
See accompanying notes to financial statements
-6-
<PAGE>
Harry's Farmers Market, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Amounts in thousands, except per share data For the Twenty-Six Weeks Ended,
--------------------------------------------
August 2, 2000 August 4, 1999
--------------------------------------------
<S> <C> <C>
Changes in Cash
Cash flows from operating activities: $ (2,302) $ (340)
Net loss
Adjustments to reconcile net earnings
To cash provided by operations:
Depreciation and amortization 2,312 2,314
Amortization of debt discount - 114
Gain on sale of assets - (60)
(Increase) Decrease in accounts receivables (86) 473
Decrease in other receivables 26 -
Decrease (Increase) in inventories 1,257 (1,656)
Increase in prepaid expenses (302) (126)
Increase in deposits (91) -
Decrease in other current assets (52) (51)
Decrease in accounts payable (1,644) (1,814)
Increase in accrued liabilities 680 346
Decrease in deferred revenue (134) (72)
Extraordinary loss 288 -
----------------- -----------------
Net cash used in operating activities (48) (872)
----------------- -----------------
Cash flows from investing activities:
Capital expenditures, including capitalized interest (310) (574)
Proceeds from sale of property and equipment - 145
Proceeds from sale of other assets 4,500 262
----------------- -----------------
Net cash provided by (used in) investing activities 4,190 (167)
----------------- -----------------
Cash flows from financing activities:
Net payments on revolving credit facility (1,076) 800
Principal payments on long-term obligations (3,274) (611)
Deferred loan costs - (139)
----------------- -----------------
Net cash provided by (used in) financing activities (4,350) 50
----------------- -----------------
Net decrease in cash (208) (989)
Cash at beginning of period 432 1,697
----------------- -----------------
Cash at end of period $ 224 $ 708
================= =================
Supplemental Schedule of Noncash Investing and
Financing Activities:
Capital leases $ - $ -
================= =================
</TABLE>
See accompanying notes to financial statements
-7-
<PAGE>
NOTES TO FINANCIAL STATEMENTS
AUGUST 2, 2000
NOTE A - BASIS OF PRESENTATION
The interim financial statements included herein have been prepared by the
Company without audit. These statements reflect all adjustments, which are, in
the opinion of management, necessary to present fairly the financial position as
of August 2, 2000, and the results of operations and cash flows for the twenty-
six weeks then ended. All such adjustments are of a normal recurring nature.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these financial statements
be read in conjunction with the financial statements and notes for the fiscal
year ended February 2, 2000, included in the Company's Annual Report on Form 10-
K filed by the Company.
Due to the seasonal nature of the Company's business, the results for the
quarter ended August 2, 2000, are not necessarily indicative of the results for
the entire 2001 fiscal year.
NOTE B - INVENTORIES
Inventories consist primarily of grocery items, which are stated at the lower of
cost or market. Cost is determined under the first-in, first-out (FIFO)
valuation method.
NOTE C - EARNINGS PER SHARE
Basic net earnings per common share are based upon the weighted average number
of common shares outstanding during the period. Diluted net earnings per common
share are based upon the weighted average number of common shares outstanding
plus dilutive potential common shares, including options and warrants
outstanding during the period. The following table sets forth the computation
of basic and diluted income (loss) per share.
<TABLE>
<CAPTION>
For the thirteen weeks ended:
August 2, 2000 August 4, 1999
-------------------- --------------------
<S> <C> <C>
Numerator for basic loss per common share $(1,141) $ (194)
==================== ====================
Denominator for basic loss per common share - weighted
average shares outstanding 6,190 6,183
Effect of assumed conversion of debt and preferred stock - -
-------------------- --------------------
Denominator for diluted loss per common share - adjusted
weighted average shares outstanding 6,190 6,183
==================== ====================
Basic loss per share $ (0.18) $(0.03)
==================== ====================
Diluted net loss per share $ (0.18) $(0.03)
==================== ====================
</TABLE>
-8-
<PAGE>
<TABLE>
<CAPTION>
For the twenty-six weeks ended:
August 2, 2000 August 4, 1999
-------------------- --------------------
<S> <C> <C>
Numerator for basic loss per common share $(2,302) $ (414)
==================== ====================
Denominator for basic loss per common share - weighted
average shares outstanding 6,190 6,183
Effect of assumed conversion of debt and preferred stock - -
-------------------- --------------------
Denominator for diluted net loss per common share adjusted
weighted average shares outstanding 6,190 6,183
==================== ====================
Basic net loss per share $ (0.37) $(0.07)
==================== ====================
Diluted net income (loss) per share $ (0.37) $(0.07)
==================== ====================
</TABLE>
NOTE D - CLAIMS AND LITIGATION
The Company is involved in various claims and litigation, which arise in the
ordinary course of business. In the opinion of management, the amount of
ultimate liability with respect to current outstanding actions will not
materially affect the financial position of the Company.
NOTE E - EXTRAORDINARY LOSS
On March 16, 2000, the Company closed the sale of its distribution facility and
repaid the remaining $2,458,237 outstanding on the facility's mortgage. The
Company incurred an extraordinary loss of $287,850 on the early repayment of the
note relating to prepayment fees and the write-off of deferred financing costs.
NOTE F - LINE OF CREDIT AVAILABILITY
In addition to the cash shown on the balance sheet, the Company had
approximately $1.6 million available on its line of credit at August 2, 2000.
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
RESULTS OF OPERATIONS
---------------------
Thirteen Weeks Ended August 2, 2000 (the "Second Quarter of Fiscal 2001")
compared to Thirteen Weeks Ended August 4, 1999 (the " Second Quarter of Fiscal
2000").
Net sales for the Second Quarter of Fiscal 2001 were approximately $35.3
million, compared to net sales of approximately $35.2 million for the Second
Quarter of Fiscal 2000. The sales increase of $0.1 million or approximately
0.3%, was due to a comparable store sales increase in the Second Quarter of
Fiscal 2001.
Gross profits in the Second Quarter of Fiscal 2001 decreased slightly to
approximately $10.0 million or 28.4% of net sales, compared to approximately
$10.2 million or 29.0% of net sales in the Second Quarter of Fiscal 2000. The
decrease in gross profit dollars was largely due to a lower gross margin
percent.
Direct store expenses remained relatively constant at approximately $6.0
million or 17.0 % of net sales in the Second Quarter of Fiscal 2001 compared to
approximately $5.9 million or 16.9% of net sales in the Second Quarter of Fiscal
2000.
-9-
<PAGE>
Selling, general and administrative expenses for the Second Quarter of
Fiscal 2001 increased to $3.4 million or 9.6% of sales compared to $3.1 million
or 8.7% of sales in the Second Quarter of Fiscal 2000. The increase in selling,
general and administrative expense was due to higher wages associated with the
addition of new people, increased advertising, higher consulting and related
expenses and higher communication expenses.
Depreciation and amortization, which includes depreciation and amortization
for the stores and the corporate facilities, but excludes the manufacturing
facilities (which are included in cost of goods sold) was $1.0 million or 2.9%
of sales for the Second Quarter of Fiscal 2001 compared to $1.0 million or 2.9%
of sales for the Second Quarter of Fiscal 2000. Increases in depreciation
expense due to new property additions were offset by assets becoming fully
depreciated and accordingly not having any depreciation expense associated with
them in the current period.
Due to the reasons set forth above, the Company had an operating loss of
approximately $(0.4) million or 1.1% of net sales during the Second Quarter of
2001 compared to an operating profit of approximately $0.2 million or 0.5 % of
net sales in the Second Quarter of Fiscal 2000.
Interest expense in the Second Quarter of Fiscal 2001 was approximately
$0.9 million or 2.7% of net sales compared to $0.6 million or 1.6% of net sales
during the Second Quarter of Fiscal 2000. The increase in interest expense was
due to a higher interest rate being paid on debt incurred in the Company's
refinancing during the fourth quarter of fiscal 2000. As a result of the
refinancing, the Company's preferred stock and convertible debt were retired at
substantial discounts.
For the Second Quarters of Fiscal 2001 and 2000 no income tax provision was
necessary. The Company has unrecognized net operating loss carry forwards for
financial purposes of approximately $25.0 million as of the end of the Second
Quarter of Fiscal 2001 that may be applied against future earnings.
As a result of the above, the Company had a net loss applicable to common
shareholders for the Second Quarter of Fiscal 2001 of approximately $(1.1)
million or $(0.18) per common share - Basic, compared with net loss applicable
to common shareholders of approximately $(0.2) million or $(0.03) per common
share - Basic, during the Second Quarter of Fiscal 2000.
Twenty-Six Weeks Ended August 2, 2000 (the "First Half of Fiscal 2001") compared
to Twenty-Six Weeks Ended August 4, 1999 (the "First Half of Fiscal 2000").
Net sales for the First Half of Fiscal 2001 were approximately $70.2
million compared to approximately $68.8 million for the First Half of Fiscal
2000. The sales increase of $1.4 million or approximately 2.0%, was due to
comparable store sales increases in the First Half of Fiscal 2001.
Gross profits in the First Half of Fiscal 2001 increased to approximately
$20.0 million or 28.5% of net sales, compared to approximately $19.5 million or
28.4% of net sales in the First Half of Fiscal 2000. The increase in gross
profit dollars was largely due to increases in sales.
Direct store expenses of approximately $11.8 million or 16.8% of net sales
in the First Half of Fiscal 2001 was consistent with the approximately $11.8
million or 17.1% of net sales in the First Half of Fiscal 2000.
Selling, general and administrative expenses for the First Half of
Fiscal 2001 increased to $6.7 million or 9.6% of sales compared to $6.2 million
or 9.0% of sales in the First Half of Fiscal 2000. The increase in selling,
general and administrative expense was due to higher wages associated with the
addition of new people, higher advertising costs, higher consulting and related
expenses and higher communication expenses.
-10-
<PAGE>
Depreciation and amortization, which includes depreciation and amortization
for the stores and the corporate facilities, but excludes the manufacturing
facilities (which are included in cost of goods sold) was $2.1 million or 2.9 %
of sales for the First Half of Fiscal 2001 compared to $2.1 million or 3.0% of
sales for the First Half of Fiscal 2000. Increases in depreciation expense due
to new property additions were offset by assets becoming fully depreciated and
accordingly not having any depreciation expense associated with them in the
current period.
Due to the reasons set forth above, the Company had an operating loss of
approximately $(0.6) million or (0.8)% of net sales during the First Half of
2001 compared to an operating loss of approximately $(0.5) million or (0.7) % of
net sales in the First Half of Fiscal 2000.
Interest expense increased to approximately $1.9 million or 2.8% of net
sales in the First Half of Fiscal 2001, compared to approximately $1.1 million
or 1.6% of net sales in the First Half of Fiscal 2000. The increase in interest
expense was due to a higher interest rate being paid on debt, which arose from
the Company's refinancing in the fourth quarter of fiscal 2000. As a result of
the refinancing, the Company's preferred stock and convertible debt were retired
at substantial discounts.
Other income decreased to approximately $0.5 million or 0.7% of net sales
during the First Half of Fiscal 2001, from approximately $1.2 million or 1.8 %
of net sales in the First Half of Fiscal 2000. This decrease was primarily due
to the Company receiving, in the first quarter of fiscal 2000, approximately
$500,000 from the sale of certain property rights related to the use of a
billboard on one of the Company's properties.
For the First Half of Fiscal 2001 and 2000 no income tax provision was
necessary. The Company has unrecognized net operating loss carry forwards for
financial purposes of approximately $25.0 million as of the end of the First
Half of Fiscal 2001 that may be applied against future earnings
On March 16, 2000, the Company closed the sale of its distribution facility
and repaid the remaining $2,458,237 outstanding on the facility's mortgage. The
Company incurred an extraordinary loss of approximately $0.3 million on the
early repayment of the note relating to prepayment fees and the write-off of
deferred financing costs.
As a result of the above, the Company had a net loss applicable to common
shareholders for the First Half of Fiscal 2001 of approximately $(2.3) million
or $(0.37) per common share - Basic, compared with net loss applicable to common
shareholders of approximately $(0.4) million or $(0.07) per common share -
Basic, during the First Half of Fiscal 2000.
Liquidity and Capital Resources
The Company's cash requirements are based upon its seasonal working capital
needs and capital requirements for capitalized additions and improvements and
expansions.
As of August 2, 2000, the Company had current assets of approximately $11.2
million and current liabilities of approximately $9.2 million, resulting in a
net working capital position of $2.0 million. The Company had approximately $1.6
million as of August 2, 2000 available under its revolving credit facility.
Net cash used in operating activities for the First Half of Fiscal 2001 was
approximately $0.05 million. The use of cash for the First Half of Fiscal 2001
is mainly attributable to a decrease in the Company's trade accounts payable of
approximately $1.6 million. EBITDA, which is defined as earnings (excluding one
time nonrecurring charges or income) before interest, taxes, depreciation and
amortization, decreased from approximately $2.5 million in the First Half of
Fiscal 2000 to approximately $2.2 million in First Half of Fiscal 2001.
Management believes that EBITDA is a measurement commonly used by analysts and
investors. Accordingly, this information has been presented to permit a more
complete analysis; however, EBITDA as reported may not be comparable to
similarly titled measures used by other companies. EBITDA should not be
considered a substitute for net income or cash flow data prepared in accordance
with generally accepted accounting principles or as a measure of profitability
or liquidity.
-11-
<PAGE>
Based on the terms of the Company's credit facility, management currently
believes principal and interest payments in fiscal 2001 will be approximately
$4.2 million. In addition, the Company currently plans to spend approximately
$1.0 million on capital improvements.
Management believes that with the Company's working capital surplus and
availability under its line of credit and if the Company generates EBITDA in
fiscal 2001 roughly equal to or more than the approximately $6.0 million of
EBITDA it generated in fiscal 2000, then the Company should meet its cash
requirements for operations and projected capital expenditures through fiscal
2001.
The Company's ability to fund its working capital and capital expenditure
requirements, make interest payments and meet its other cash requirements
depends, among other things, on the availability of internally generated funds
and the continued availability of and compliance with its credit facilities.
Management believes that internally generated funds and its available credit
facilities will provide the Company with sufficient sources of funds to satisfy
its anticipated cash requirements in fiscal 2001. However, such forward-looking
statements are subject to risks, uncertainties and other factors which could
cause actual results to differ materially from results expressed or implied by
such forward looking statements. Potential risks and uncertainties include, but
are not limited to: economic conditions, changes in consumer spending, weather,
competition, changes in the rate of inflation, potential sales by the Company of
certain out-parcels and other assets, the inability to develop new stores as
planned and other uncertainties that may occur from time to time. In the event
of any significant reduction of internally generated funds, the Company may
require funds from outside financing sources. In such event, there can be no
assurance that the Company would be able to obtain such funding as and when
required or on acceptable terms.
Cautionary Statement for Purposes of "Safe Harbor Provisions" of the Private
Securities Litigation Reform Act of 1995.
Certain statements contained in this filing are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, such as statements relating to financial results, business strategy,
plans for future business development activities, capital spending or financing
sources, capital structure and the effects of regulation and competition, and
are thus prospective. Such forward-looking statements are subject to risks,
uncertainties and other factors, which could cause actual results to differ
materially from future results expressed or implied by such forward-looking
statements. Potential risks and uncertainties include, but are not limited to:
economic conditions, changes in consumer spending, weather, competition, changes
in the rate of inflation, changes in state or federal legislation or regulation,
inability to develop new stores as planned, acceptance of new stores, stability
and availability of product costs, unavailability of anticipated financings,
inability to consummate proposed transactions, interest rates, the availability
of human resources and other uncertainties detailed from time to time in the
Company's Securities and Exchange Commission filings.
ITEM 3. Quantitative And Qualitative Disclosure About Market Risk.
Not Applicable.
-12-
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time the Company is involved in lawsuits in the ordinary
course of business. Such lawsuits have not resulted in any material losses to
date, and the Company does not believe that the outcome of any existing lawsuits
will have a material adverse effect on its business or financial condition.
Item 2. Changes in Securities
There have been no material modifications in the instruments defining
the rights of shareholders during the Second Quarter of Fiscal 2001. None of the
rights evidenced by the shares of the Company's common stock have been
materially limited or qualified by the issuance or modification of any other
class of securities.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders.
On June 26, 2000, the Company held its Annual meeting of Shareholders
(the "Meeting"). At the Meeting, the shareholders of the Company voted on the
following matters.
1. Election of the following individuals, which as of the date of
the Meeting, constituted the entire Board of Directors, as
directors of the Company for a term of one year, with votes cast
as set forth below:
<TABLE>
<CAPTION>
Nominee Votes For Votes Against
--------------------------- --------------------------- ----------------------
<S> <C> <C>
Harry A. Blazer 24,109,459 129,159
John D. Branch 24,183,484 55,134
Robert C. Glustrom 24,183,128 55,490
Donald M. Pamenter 24,184,878 53,740
Charles W. Sapp 24,162,828 75,790
</TABLE>
2. Approval of the Company's 2000 long-Term Incentive Plan:
Votes For: 21,816,407
Votes Against 120,835
Votes Abstained 14,709
Item 5. Other Information
At the June 26, 2000, Board of Directors meeting, the Board of
Directors was expanded to 6 and Mr. Peter E. Barr, the Chairman of Hazelwood
Foods in the United Kingdom, was elected to the Board of Directors.
-13-
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits: None
B. No reports on Form 8-K were filed during the quarter ended August
2, 2000.
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.
HARRY'S FARMERS MARKET, INC.
Dated: September 14, 2000 By:/s/ Harry A. Blazer
-------------------- -------------------------------------
Harry A. Blazer
Chairman, President and Chief
Executive Officer
(principal executive officer)
Dated: September 14, 2000 By:/s/ John D. Branch
-------------------- -------------------------------------
John D. Branch
Senior Vice President & Chief
Financial Officer
(principal financial and
accounting officer)
-14-
