UNITED STATES
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 29, 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 000-24124
FRESH AMERICA CORP.
(Exact name of registrant as specified in its charter)
Texas 76-0281274
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12450 CUTTEN ROAD, HOUSTON, TX 77066
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (713) 444-8596
-------------------
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 [ ]
At May 8, 1996, the Registrant had 3,636,413 shares of its Common Stock
outstanding.
Total number of pages in this report, including the cover page is 13. Exhibit
index on page 12.
FRESH AMERICA CORP. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
(In thousands except share amounts)
<TABLE>
<CAPTION>
JANUARY 5, March 29,
1996 1996
-------- --------
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents ............................................................... $ 1,851 $ 347
Receivables:
Trade accounts receivable .............................................................. 19,675 19,577
Other .................................................................................. 67 64
-------- --------
Total receivables ............................................................... 19,742 19,641
-------- --------
Inventories:
Produce ............................................................................... 1,746 2,184
Supplies .............................................................................. 212 194
-------- --------
Total inventories ............................................................... 1,958 2,378
-------- --------
Prepaid expenses ........................................................................ 664 611
-------- --------
Total current assets ............................................................ 24,215 22,977
-------- --------
Property, plant and equipment, net ......................................................... 4,795 4,971
Note receivable from shareholder ........................................................... 125 125
Other assets ............................................................................... 697 680
-------- --------
$ 29,832 $ 28,753
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable ........................................................................... $ 1,000 $ --
Current portion long-term debt and capital leases ....................................... 91 130
Amounts drawn on bank in excess of amounts deposited .................................... -- 1,515
Accounts payable ........................................................................ 10,573 8,700
Accrued salaries and wages .............................................................. 395 368
Other accrued expenses .................................................................. 542 664
Taxes payable ........................................................................... 124 (32)
-------- --------
Total current liabilities ....................................................... 12,725 11,345
-------- --------
Long-term debt and capital leases, less current portion .................................... 610 552
Shareholders' equity:
Common stock $.01 par value. Authorized 10,000,000
shares; issued 3,518,585 and 3,521,739 shares, respectively .......................... 35 35
Additional paid-in capital .............................................................. 13,983 13,994
Retained earnings ....................................................................... 2,479 2,827
-------- --------
Total shareholders' equity ...................................................... 16,497 16,856
Commitments and contingencies
-------- --------
$ 29,832 $ 28,753
======== ========
</TABLE>
The notes to consolidated financial statements are an integral part of
these statements.
2
FRESH AMERICA CORP. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per share amounts)
Quarter Ended
------------------------
March 31, March 29,
1995 1996
-------- --------
Net sales .......................................... $ 25,815 $ 46,195
Cost of goods sold, excluding
depreciation and amortization ................... 21,128 41,957
-------- --------
Gross profit ..................... 4,687 4,238
-------- --------
Selling, general and administrative expenses:
Salaries and related costs .................... 3,273 2,215
Rent, maintenance and related costs ........... 373 770
Insurance expense ............................. 308 191
Automobile, travel and related costs .......... 201 109
Communication expense ......................... 141 129
Depreciation and amortization ................. 165 279
Other ......................................... 147 146
-------- --------
4,608 3,839
-------- --------
Operating income .......................... 79 399
Other income (expense):
Interest expense .............................. (10) (24)
Interest income ............................... 122 35
Other, net .................................... (9) 33
-------- --------
103 44
-------- --------
Income before tax expense .......................... 182 443
Tax expense ........................................ -- 95
-------- --------
Net income ................................ $ 182 $ 348
======== ========
Earnings per share ................................. $ 0.05 $ 0.09
======== ========
Weighted average number of shares outstanding ...... 3,627 3,829
======== ========
The notes to consolidated financial statements are an integral part of
these statements.
3
FRESH AMERICA CORP. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
(In thousands except share amounts)
<TABLE>
<CAPTION>
Retained Total
Additional Earnings Shareholders'
Common Paid-in (Accumulated Equity
Stock Capital Deficit) (Deficit)
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Balances at January 2, 1994 ............................. $ 11 $ 184 $ (1,894) $ (1,699)
Issuance of 15,000 shares of
Series B preferred stock ............................. -- (90) -- (90)
Conversion of Series A and
Series B preferred stock ............................. 11 3,989 -- 4,000
Exercise of employee stock options ...................... -- 10 -- 10
Dividends on preferred stock ............................ -- (112) -- (112)
Issuance of 1,250,000 shares of
common stock, net of offering costs .................. 13 10,000 -- 10,013
Net income .............................................. -- -- 2,073 2,073
-------- -------- -------- --------
Balances at January 1, 1995 ............................. 35 13,981 179 14,195
Exercise of employee stock options ...................... -- 2 -- 2
Net income .............................................. -- -- 2,300 2,300
-------- -------- -------- --------
Balances at January 5, 1996 ............................. 35 13,983 2,479 16,497
Exercise of employee stock options ...................... -- 11 -- 11
Net income .............................................. -- -- 348 348
-------- -------- -------- --------
Balances at March 29, 1996 .............................. $ 35 $ 13,994 $ 2,827 $ 16,856
======== ======== ======== ========
</TABLE>
The notes to consolidated financial statements are an integral part of
these statements.
4
FRESH AMERICA CORP. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Quarter Ended
---------------------
March 31, March 29,
1995 1996
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income ........................................................ $ 182 $ 348
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization ............................ 165 279
Change in assets and liabilities:
(Increase) decrease in accounts receivable ........... (528) 101
(Increase) decrease in inventories ................... 431 (420)
(Increase) decrease in prepaid expenses .............. (14) 53
(Increase) decrease in other assets .................. -- (65)
Decrease in accounts payable ......................... (2,870) (358)
Decrease in accrued expenses and
other current liabilities ......................... (757) (61)
-------- --------
Total adjustments ............................ (3,573) (471)
-------- --------
Net cash used in operating activities ........ (3,391) (123)
-------- --------
Cash flows from investing activities:
Additions to property, plant and equipment, net ................... (80) (373)
-------- --------
Net cash used in investing activities ........ (80) (373)
-------- --------
Cash flows from financing activities:
Payments of notes payable, net of proceeds ........................ -- (1,000)
Payments of long-term debt and capital leases ..................... (3) (19)
Net proceeds from exercise of employee stock options .............. -- 11
-------- --------
Net cash used in financing activities ........ (3) (1,008)
-------- --------
Net decrease in cash and cash equivalents .... (3,474) (1,504)
Cash and cash equivalents at beginning of period ....................... 11,542 1,851
-------- --------
Cash and cash equivalents at end of period ............................. $ 8,068 $ 347
======== ========
Supplemental disclosures of cash flow information:
Cash paid for interest ............................................ $ 10 $ 24
Cash paid for income taxes ........................................ $ 447 $ 251
</TABLE>
The notes to consolidated financial statements are an integral part of
these statements.
5
FRESH AMERICA CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 29, 1996
(Unaudited)
NOTE 1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fresh America Corp. was incorporated in Texas in May 1989. Prior to
November 1995, Fresh America Corp. was a licensee under contract with Sam's Club
("Sam's"), a division of WalMart Stores, Inc., to operate fresh produce
departments in certain Sam's clubs. Under the terms of a five-year distribution
agreement (the "Agreement") with Sam's, Fresh America Corp. discontinued the
operation of fresh produce departments in certain Sam's clubs and became a
distributor of fresh produce and related products primarily to Sam's (see Note
2).
UNAUDITED INTERIM FINANCIAL INFORMATION - The consolidated balance
sheet as of March 29, 1996 and the related consolidated statements of
operations, shareholders' equity (deficit) and cash flows for the quarters ended
March 31, 1995 and March 29, 1996 and related notes have been prepared by the
Company and are unaudited. In the opinion of the Company, the interim financial
information includes all adjustments, consisting of only normal recurring
adjustments, necessary for a fair statement of the results of the interim
periods.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted from the interim financial
information. The interim financial information should be read in conjunction
with the Company's audited consolidated financial statements. The results for
the quarter ended March 29, 1996 may not be indicative of operating results for
the full year. During the quarter ended March 31, 1995, the Company converted
its accounting period to end on Friday. Previously, the Company's accounting
periods ended on Sunday. Consequently, the fiscal quarters ended March 31, 1995
and March 29, 1996 consist of 12 weeks and five days, and 12 weeks,
respectively. The results for the quarter ended March 31, 1995 were restated in
the second quarter ended June 30, 1995.
The following are the significant accounting policies followed by the
Company in the preparation of the consolidated financial statements.
PRINCIPLES OF CONSOLIDATION - The consolidated financial statements
include the accounts of Fresh America Corp. and its wholly-owned subsidiaries.
All significant intercompany balances and transactions have been eliminated in
consolidation.
FISCAL YEAR - The Company's fiscal year is a 52 week or 53 week period
ending on the first Friday in January.
6
NOTE 2. AGREEMENT WITH SAM'S CLUB.
In August 1995, the Company entered into a five-year distribution
Agreement with Sam's Club. The new Agreement, which began on December 1, 1995,
replaced the Company's pre-existing license agreement with Sam's Club which
expired on November 30, 1995. Under terms of the Agreement, the Company expanded
its distribution arrangement with Sam's into specified exclusive new territories
approximately doubling the number of Sam's clubs serviced by Fresh America. As a
result of this expansion, the Company commenced operations from two new
distribution centers in Chicago, Illinois and Cincinnati, Ohio on January 2,
1996. The Company and Sam's mutually agreed to begin the transition to the new
Agreement during November 1995. Expansion under the Agreement was effected on
January 2, 1996. The number of Sam's Clubs served by the Company increased from
190 clubs before expansion to 369 clubs as of January 5, 1996.
The Agreement gives Sam's ownership of the product as it enters the
clubs and complete operational authority within the produce departments of each
club. Accordingly, Sam's assumed all costs and liabilities related to the
operation of the departments, including all in-club personnel costs,
merchandising and sales costs, customer returns and credits, and product shrink.
Under the new Agreement, the Company invoices Sam's for product delivered to the
clubs in accordance with purchase orders issued by Sam's. The Agreement also
provides Sam's the option to reduce the number of clubs within the Company's
exclusive territory by approximately 10 percent per year under certain
circumstances and to discontinue service for clubs in which Sam's elects not to
offer produce, if any.
NOTE 3. EXERCISE OF COMMON STOCK WARRANTS.
On April 2, 1996, subsequent to the end of the quarter ended March 29, 1996, the
Company issued 90,134 shares of common stock in exchange for all the outstanding
warrants at an exercise price of $4.89 per share. The earnings per share
computation for the quarter ended March 29, 1996 assumes this transaction
occurred at the beginning of the quarter.
7
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, the
components of the consolidated statements of operations as a percentage of net
sales.
Quarter Ended
----------------------------
March 31, March 29,
1995 1996
------------ -----------
Net Sales....................................... 100.0% 100.0%
Cost of goods sold.............................. 81.8 90.8
------------ -----------
Gross Profit ................................... 18.2 9.2
Selling, general and
administrative expenses ...................... 17.9 8.3
------------ -----------
Operating income ............................... 0.3 0.9
Other income (expense) ......................... 0.4 0.1
------------ -----------
Income before income tax expense............... 0.7 1.0
Tax expense..................................... 0.0 0.2
------------ -----------
Net income ..................................... 0.7% 0.8%
============ ===========
GENERAL
Fresh America Corp. is an integrated food distribution management company,
which, through November 1995, primarily operated fresh produce departments in
Sam's Club membership warehouse clubs under a license agreement with Sam's Club,
a division of Wal-Mart Stores, Inc. Effective November 1995, the Company
commenced operations under its new five year distribution Agreement (the
"Agreement") with Sam's Club. The new Agreement replaced the Company's existing
license agreement which was scheduled to expire on November 30, 1995. Under the
new Agreement, the Company's distribution arrangement with Sam's has expanded
into the midwestern, central and southern Florida regions of the United States
where the Company has exclusive new territories. The addition of these new
territories increased the number of clubs served by the Company from 190
immediately prior to the expansion to 370 clubs as of March 29, 1996. Of the
additional 180 clubs, 26 clubs were added in early November 1995, 153 clubs were
added on January 2, 1996, and one was added subsequent to January 2, 1996.
Under the new Agreement Sam's Club takes ownership of the product as it
enters the clubs and resells the product to Sam's Club members. Fresh America
invoices Sam's Club for product
8
delivered to the clubs in accordance with purchase orders issued by Sam's Club.
Further, Sam's has complete operational authority within the produce departments
of each club. Accordingly, Sam's has assumed all costs and liabilities related
to the operation of the departments, including all in-club personnel costs,
merchandising and sales costs, customer returns and credits, and product shrink.
Under the prior license agreement, Fresh America was responsible for such costs
and maintained ownership of the product until it was sold directly to Sam's Club
members. Therefore, the Company's revenue and cost structure under the new
Agreement is not comparable with periods prior to November 1995.
Prior to fiscal 1995, the Company's fiscal year was a 52 or 53 week period
ending on the first Sunday in January. Commencing with fiscal 1995, the
Company's fiscal year is a 52 week or 53 week period ending on the first Friday
in January. Consequently, as a result of this change, fiscal 1995 is a 52 week
and five day period ended January 5, 1996 and the quarter ended March 31, 1995
is a 12 week and five day period. The quarter ended March 29, 1996 is a 12 week
period.
COMPARISON OF QUARTER ENDED MARCH 29, 1996 TO QUARTER ENDED MARCH 31, 1995
AS DISCUSSED ABOVE, THE NEW AGREEMENT RESULTS IN A REVISED REVENUE AND COST
STRUCTURE FOR THE COMPANY WHICH IS NOT DIRECTLY COMPARABLE WITH PERIODS PRIOR TO
NOVEMBER 1995. THE FOLLOWING DISCUSSION IDENTIFIES THE MAJOR CATEGORIES OF COSTS
WHICH ARE AFFECTED BY THE TRANSITION TO THE NEW AGREEMENT. HOWEVER, TO PROPERLY
UNDERSTAND AND EVALUATE THE IMPACT OF THE NEW AGREEMENT, AN UNDERSTANDING OF THE
TERMS OF THE NEW AGREEMENT AND THE PRIOR LICENSE AGREEMENT IS ESSENTIAL (SEE
"GENERAL" ABOVE AND "ITEM 1 - BUSINESS" OF THE COMPANY'S ANNUAL REPORT ON FORM
10-K WHICH IS INCORPORATED HEREIN BY REFERENCE).
In addition, as stated above, the quarter ended March 29, 1996 consisted of
84 days whereas the quarter ended March 31, 1995 consisted of 89 days, a
difference of five less days or an approximate 6% decrease in the number of
operating days. This occurrence affects the analysis of most operating revenue
and expense categories in the following discussion.
NET SALES. Net sales increased $20.4 million, or 78.9%, from $25.8 million
in the first quarter of 1995 to $46.2 million in the first quarter of 1996. The
increase in net sales was the result of several factors, including (a) the
expansion of the Company's operating territory under the Agreement and the
resulting addition of 183 Sam's Clubs within the Company's operating territory
subsequent to the first quarter of 1995 and (b) the acquisition of Lone Star
Produce and other new business opportunities. These increases were partially
offset by (a) the revised revenue structure under the Agreement and (b) the
decrease in the number of operating days.
Under the Agreement the Company has become a wholesale distributor whereas
under the previous license agreement with Sam's Club, the Company was selling at
retail to the Sam's Club member. As a consequence, the 94% increase in the
number of Sam's Clubs serviced by the Company in the first quarter of 1996 as
compared to the first quarter 1995 was offset by an
9
approximate 9% reduction in average revenue per club per week from approximately
$10,746 in the first quarter of 1995 to approximately $9,797 in the first
quarter of 1996. A decrease in net sales of approximately $1.5 million was
attributable to the five less days of operations in the quarter ended March 29,
1996. The acquisition of Lone Star Produce in September 1995, and additional new
business opportunities increased revenues by approximately $3.4 million from the
first quarter of 1995 to the first quarter of 1996.
COST OF GOODS SOLD. Cost of goods sold increased by $20.8 million, or
98.6%, from $21.1 million in the first quarter of 1995 to $42.0 million in the
first quarter of 1996, primarily reflecting the increase in net sales and the
change in the Company's cost structure under the Agreement. As a percentage of
net sales, cost of goods sold increased from 81.8% to 90.8%.
As mentioned above, under the new Agreement Sam's Club takes ownership of
the product as it enters the clubs and resells the product to Sam's Club
members. Accordingly, Sam's Club has assumed all costs and liabilities related
to the operation of the departments, including all in-club personnel costs,
merchandising and sales costs, customer returns and credits, and product shrink.
Under the prior license agreement, Fresh America was responsible for such costs
and maintained ownership of the product until it was sold directly to Sam's Club
members. The elimination of these costs and related risks to Fresh America is
the principal factor contributing to the Company's lower gross profit margins
under the Agreement.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative ("SG&A") expenses decreased by $769,000 or 16.7%, from $4.6
million in the first quarter of 1995 to $3.8 million in the first quarter of
1996. As a percentage of net sales, SG&A expenses decreased from 17.9% to 8.3%.
The major decline in SG&A expenses was attributable to salaries and related
costs, which decreased $1.1 million, or 32.3%, from $3.3 million in the first
quarter of 1995 to $2.2 million in the first quarter of 1996. The decrease in
salaries and related costs was directly related to the reduction in labor at the
club and club management levels attributable to the Agreement. Under the
Agreement, the Company no longer operates the produce departments in the Sam's
Clubs and the Company reduced personnel associated with these operations in the
fourth quarter of 1995. Offsetting these reductions in SG&A expense was an
increase in Office rent, maintenance and related costs which increased $397,000,
or 106.4%, from $373,000 in the first quarter of 1995 to $770,000 in the first
quarter of 1996. This increase is primarily attributable to the addition of two
new distribution centers in Chicago and Cincinnati which are operating out of
leased facilities.
OPERATING INCOME. As a result of the foregoing factors, operating income
increased by $320,000, from operating income of $79,000 in the first quarter of
1995 to $399,000 in the first quarter of 1996. As a percentage of net sales,
operating income increased from 0.3% in the first quarter of 1995 to 0.9% in the
first quarter of 1996.
INTEREST INCOME (EXPENSE). Interest income decreased $87,000 in the first
quarter of 1996 as a result of the Company funding the increase in accounts
receivable from Sam's under the Agreement
10
with excess cash which was previously invested in short term marketable
securities. Interest expense increased $14,000 primarily as a result of the debt
issued in the acquisition of Lone Star Produce.
INCOME TAX EXPENSE. In both the first quarter of 1995 and 1996, the
provisions for income taxes reflect the full utilization of $193,000 of the
Company's available net operating loss carryforward. At the end of fiscal 1995,
the Company had $0.8 million of net operating loss carryforwards available to
reduce future income taxes. However, because an "ownership change" occurred for
federal income tax purposes in 1992, the Company may use no more than $193,000
of its net operating loss carryforwards during fiscal 1995 and each year in the
future.
NET INCOME. As a result of the foregoing factors, net income increased by
$166,000, from $182,000 in the first quarter of 1995 to $348,000 in the first
quarter of 1995. As a percentage of net sales, net income increased from 0.7% in
the first quarter of 1995 to 0.8% in the first quarter of 1996.
QUARTERLY RESULTS AND SEASONALITY
The Company's business is seasonal, with its greatest quarterly sales
volume occurring in the fourth quarter. A substantial portion of the Company's
produce sales consists of staple items such as apples, oranges, grapefruit,
potatoes and onions, which are strongest during the fall, winter and spring. The
supply and quality of these items declines during the summer, although lost
sales are replaced to some extent by more seasonal products such as peaches,
plums, nectarines, strawberries and melons. Sales of refrigerated, pre-packed
products, such as vegetable trays, are strongest during the fourth quarter
holiday season. Because the Company's results of operations depend significantly
on sales generated during the fourth quarter, any adverse development affecting
the Company's operations during this period, such as the unavailability of high
quality produce, harsh weather conditions, or product costs, could have a
disproportionate impact on the Company's results of operations for the full
year. Under the Agreement, management believes the Company's quarterly net sales
will continue to be impacted by a similar pattern of seasonality.
LIQUIDITY AND CAPITAL RESOURCES
Cash used by operating activities was $123,000 for the quarter ended March
29, 1996. At March 29, 1996, the Company had working capital of $11.6 million
and a current ratio of 2.0:1. The Company has a $5.0 million bank revolving line
of credit, under which the maximum level of borrowing was $1,000,000 during the
quarter ended March 29, 1996. The line of credit expires on May 31, 1996 and the
renewal of the line of credit is currently under negotiations. Management
believes that the Company's current financial position is sufficient to finance
currently anticipated growth and capital expenditures.
INFLATION
Although the Company cannot determine the precise effects of inflation,
management does not believe inflation has had a material effect on the Company's
sales or results of operations. However,
11
independent of normal inflationary pressures, the Company's produce products are
subject to fluctuating product costs as discussed in "Quarterly Results and
Seasonality" on the preceding page.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Exhibit 11.1 Computation of Earnings Per Common Share.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
FRESH AMERICA CORP.
(Registrant)
/s/ MARC K. RIEKE Date: May 10, 1996
Marc K. Rieke
Vice President,
Chief Financial Officer and
Assistant Secretary
12
EXHIBIT 11.1
FRESH AMERICA CORP.
COMPUTATION OF EARNINGS PER COMMON SHARE
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Quarter ended
----------------------
March 31, March 29,
1995 1996
------- -------
Income applicable to common stock .................... $ 182 $ 348
======= =======
Computation of weighted average common shares:
Weighted average common shares outstanding ......... 3,518 3,518
Options exercised .................................. -- 3
Assumed common shares issued upon exercise
of stock options ................................... 130 371
Less shares assumed repurchased with proceeds .... (46) (153)
Assumed conversion of Common stock purchase
warrants, net new shares issued .................... 25 90
------- -------
3,627 3,829
======= =======
Earnings per common share ............................ $ 0.05 $ 0.09
======= =======
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM FRESH AMERICA CORP. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 29, 1996
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-03-1997
<PERIOD-END> MAR-29-1996
<CASH> 347
<SECURITIES> 0
<RECEIVABLES> 19,641
<ALLOWANCES> 0
<INVENTORY> 2,378
<CURRENT-ASSETS> 22,977
<PP&E> 4,971
<DEPRECIATION> 0
<TOTAL-ASSETS> 28,753
<CURRENT-LIABILITIES> 11,345
<BONDS> 0
0
0
<COMMON> 35
<OTHER-SE> 16,821
<TOTAL-LIABILITY-AND-EQUITY> 28,753
<SALES> 46,195
<TOTAL-REVENUES> 46,195
<CGS> 41,957
<TOTAL-COSTS> 3,839
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 24
<INCOME-PRETAX> 443
<INCOME-TAX> 95
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 348
<EPS-PRIMARY> .09
<EPS-DILUTED> .09
</TABLE>
