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 28, 1997.
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.)
ONE LINCOLN CENTRE, 5400 LBJ FREEWAY, SUITE 1025, DALLAS, TX 75240
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (972) 774-0575
----------------
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 7, 1997, the Registrant had 3,740,890 shares of its Common Stock
outstanding.
Total number of pages in this report, including the cover page is 12. Exhibit
index on page 10.
<PAGE>
FRESH AMERICA CORP. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
(In thousands except share amounts)
JANUARY 3, MARCH 28,
1997 1997
---------- ----------
ASSETS
Current assets:
Cash and cash equivalents ............................ $ 4,297 $ 4 ,992
Receivables:
Trade accounts receivable .......................... 20,912 26,767
Other .............................................. 39 44
---------- ----------
Total receivables ................................ 20,951 26,811
---------- ----------
Inventories:
Produce ............................................ 1,680 2,693
Supplies ........................................... 260 246
---------- ----------
Total inventories ................................ 1,940 2,939
---------- ----------
Prepaid expenses ..................................... 391 253
---------- ----------
Total current assets ............................. 27,579 34,995
---------- ----------
Property, plant and equipment, net ..................... 5,920 8,875
Notes receivable from shareholders ..................... 155 155
Other assets ........................................... 1,553 2,878
---------- ----------
$ 35,207 $ 46,903
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt and capital leases . $ 105 $ 197
Accounts payable ..................................... 11,598 19,355
Accrued salaries and wages ........................... 311 339
Other accrued expenses ............................... 1,039 682
Taxes payable ........................................ 355 925
---------- ----------
Total current liabilities ........................ 13,408 21,498
---------- ----------
Long-term debt and capital leases, less current portion 547 3,090
---------- ----------
Shareholders' equity:
Common stock $.01 par value. Authorized 10,000,000
shares: issued 3,711,795 and 3,740,890 respectively 37 37
Additional paid-in capital ........................... 14,693 14,811
Retained earnings .................................... 6,522 7,467
---------- ----------
Total shareholders' equity ....................... 21,252 22,315
---------- ----------
Commitments and contingencies
---------- ----------
$ 35,207 $ 46,903
========== ==========
The notes to consolidated financial statements are
an integral part of these statements.
2
<PAGE>
FRESH AMERICA CORP. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(In thousands except share amounts)
QUARTER ENDED
-----------------------
MARCH 29, MARCH 28,
1996 1997
---------- ----------
Net sales ............................................ $ 46,195 $ 69,735
Cost of goods sold, excluding
depreciation and amortization ...................... 41,957 62,617
---------- ----------
Gross profit .............................. 4,238 7,118
---------- ----------
Selling, general and administrative expenses:
Salaries and related costs ....................... 2,215 3,407
Rent, maintenance and related costs .............. 770 986
Insurance expense ................................ 191 293
Automobile, travel and related costs ............. 109 191
Communication expense ............................ 129 166
Depreciation and amortization .................... 279 358
Other ............................................ 146 284
---------- ----------
3,839 5,685
---------- ----------
Operating income ............................ 399 1,433
---------- ----------
Other income (expense):
Interest expense .................................. (24) (21)
Interest income ................................... 35 41
Other, net ........................................ 33 62
---------- ----------
44 82
---------- ----------
Income before income taxes ........................... 443 1,515
Provision for income taxes ........................... 95 570
---------- ----------
Net income .................................. $ 348 $ 945
========== ==========
Earnings per share ................................... $ 0.09 $ 0.24
========== ==========
Weighted average common and common equivalent
shares outstanding ................................. 3,829 3,930
========== ==========
The notes to consolidated financial statements are
an integral part of these statements.
3
<PAGE>
FRESH AMERICA CORP. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
QUARTER ENDED
-----------------------
MARCH 29, MARCH 28,
1996 1997
---------- ----------
Cash flows from operating activities:
Net income ......................................... $ 348 $ 945
Adjustments to reconcile net income to
net cash provided by (used in)
operating activities:
Depreciation and amortization .................. 279 358
Other .......................................... -- (5)
Change in assets and liabilities:
Accounts receivable .......................... 101 (5,400)
Inventories .................................. (420) (798)
Prepaid expenses ............................. 53 111
Other assets ................................. (65) (15)
Accounts payable ............................. (358) 6,892
Accrued expenses and other
current liabilities ........................ (61) (56)
---------- ----------
Total adjustments .......................... (471) 1,087
---------- ----------
Net cash (used in) provided
by operating activities .................. (123) 2,032
---------- ----------
Cash flows from investing activities:
Additions to property, plant and equipment, net .... (373) (3,044)
Cost of acquisitions, exclusive of cash acquired ... -- (682)
---------- ----------
Net cash used in
financing activities ..................... (373) (3,726)
---------- ----------
Cash flows from financing activities:
Payments of notes payable, net of proceeds ........ (1,000) --
Payments of long-term debt and capital leases ...... (19) (229)
Additions to long term debt ........................ -- 2,500
Net proceeds from exercise of employee stock options 11 118
---------- ----------
Net cash (used in) provided
by financing activities .................. (1,008) 2,389
---------- ----------
Net (decrease) increase in cash
and cash equivalents ..................... (1,504) 695
Cash and cash equivalents at beginning of period ..... 1,851 4,297
---------- ----------
Cash and cash equivalents at end of period ........... $ 347 $ 4,992
========== ==========
Supplemental disclosures of cash flow information:
Cash paid for interest ......................... $ 24 $ 21
Cash paid for income taxes ..................... $ 251 $ --
The notes to consolidated financial statements are
an integral part of these statements.
4
<PAGE>
FRESH AMERICA CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 28, 1997
(Unaudited)
NOTE 1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
Fresh America Corp. (the "Company") is an integrated food distribution
management company engaged in the procurement, processing, warehousing and
delivery of fresh produce and other refrigerated perishable products. The
Company was founded in 1989 and operates in 39 states through fourteen
distribution and processing facilities.
UNAUDITED INTERIM FINANCIAL INFORMATION - The consolidated balance sheet
as of March 28, 1997 and the related consolidated statements of income and cash
flows for the quarters ended March 28, 1997 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 included in the
Annual Report on Form 10-K for the fiscal year ended January 3, 1997. The
results for the quarters ended March 28, 1997 and March 29, 1996 may not be
indicative of operating results for the full year.
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.
EARNINGS PER SHARE - Earnings per share have been calculated based upon
the weighted average number of common and common equivalent shares outstanding
during the period. Common stock equivalents consisting of stock options and
warrants are included in the computation of weighted average shares when their
effect is dilutive. Earnings per share are presented on a fully-diluted basis.
Effective December 1997, the Company will be required to adopt ("SFAS")
No. 128, "Earnings Per Share". SFAS No. 128 introduces the concept of basic
earnings per share, which represents net income divided by the weighted average
common shares outstanding - without the dilutive effects of common stock
equivalents (option, warrants, etc.). Diluted earnings per share will continue
to be reported when SFAS No. 128 is adopted.
5
<PAGE>
FRESH AMERICA CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
THREE MONTHS ENDED MARCH 28, 1997
(Unaudited)
USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
FISCAL YEAR - The Company's fiscal year is a 52 week or 53 week period
ending on the first Friday in January.
NOTE 2. AGREEMENT WITH SAM'S CLUB.
In August 1995, the Company entered into a five-year distribution
agreement (the "Agreement") with Sam's Club. The Agreement, which began on
December 1, 1995, replaced the Company's previously 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. For further information, see Note 2 to the
financial statements included in the Company's Annual Report on Form 10-K for
the fiscal year ended January 3, 1997.
The Agreement provides Sam's the option to reduce the number of clubs
within the Company's exclusive territory by forty per year under certain
circumstances and to discontinue service for clubs in which Sam's elects not to
offer produce, if any. In February 1997, the Company was advised by Sam's that
it was exercising the existing option under the Agreement and that Sam's would
begin to distribute directly to forty clubs currently serviced by the Company's
Atlanta distribution center. Such transition began in late March 1997, and is
expected to result in approximately $16.0 to $20.0 million less revenue for the
1997 fiscal year as compared to fiscal 1996. The Company does not believe this
action will have a material adverse effect on its consolidated financial
condition. As of May 7, 1997, distribution services have been transitioned on
twenty-seven of the forty clubs.
NOTE 3. ACQUISITIONS AND AGREEMENTS.
On November 4, 1996, the Company acquired substantially all of the business
and net operating assets of Produce Plus, Inc. ("Produce Plus"), a privately
owned specialty food service distribution company based in Houston, Texas.
Consideration for the net assets received consisted of $829,000 in cash, 14,118
shares of Company stock valued at $18.88 per share and a contingent convertible
promissory note to be valued at an amount no greater than $600,000, such
6
<PAGE>
FRESH AMERICA CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
THREE MONTHS ENDED MARCH 28, 1997
(Unaudited)
future value being determined by certain agreed upon levels of pretax earnings
of Produce Plus for the two years ended January 1, 1999. Seventy-five percent of
the value, if any, of such note may be paid (at Produce Plus' option) in the
form of Company stock at $21.25 per share.
On January 22, 1997, the Company acquired substantially all of the net
operating assets and the business of CPT Enterprises, Inc. d/b/a/ Chef's Produce
Team, ("CPT") a Los Angeles-based food service company providing specialty
produce to upscale restaurants and hotels throughout California and Nevada. As
consideration for the assets received, the Company assumed liabilities of
approximately $1.5 million, with future additional consideration depending on
the achievement of certain levels of pretax earnings over the next three years.
On March 7, 1997, the Company acquired the business and substantially all
of the net operating assets of One More Tomato, Inc. ("OMT") for $573,000 in
cash. OMT is a tomato repackaging and distribution company located in Houston,
Texas.
These acquisitions were each accounted for as purchase transactions, and
accordingly, have been included in the Company's financial results since their
respective dates of acquisition. The purchase price recorded to date in these
and previous transactions exceeded the fair market value of the assets acquired;
hence total goodwill of $1,074,000 and $2,389,000 is included in the
consolidated balance sheet at January 3, 1997 and March 28, 1997, respectively,
less the amortization of such goodwill over a 15 year period. The pro forma
effect of these acquisitions, as if they were acquired on January 5, 1996 has
not been presented as neither transaction is considered material to the
consolidated results for either period.
On February 28, 1997, the Company entered into a five year agreement with
Fast Food Merchandiser's, Inc. ("FFM"), a wholly owned subsidiary of Hardee's
Food Systems, Inc. to source and distribute produce products to all FFM
distribution centers nationwide. Coinciding with the distribution agreement, the
Company acquired the produce production center in Richmond, Indiana from FFM for
approximately $2.9 million.
NOTE 4. DEBT.
On February 28, 1997, the Company borrowed $2.5 million under its $5.0
million revolving line of credit agreement which expires on July 31, 1998.
Interest payments under the line of credit are due monthly and accrue at the
bank's prime rate, which was 8.5% as of March 28, 1997.
7
<PAGE>
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 income as a percentage of net sales.
Quarter Ended
-------------------
March March
29, 1996 28, 1997
-------- --------
Net sales ...................................... 100.0% 100.0%
Cost of goods sold ............................. 90.8 89.8
-------- --------
Gross profit ................................... 9.2 10.2
Selling, general and administrative expenses ... 8.3 8.1
-------- --------
Operating income ............................... 0.9 2.1
Other income (expense) ......................... 0.1 0.1
-------- --------
Income before income taxes ..................... 1.0 2.2
Provision for income taxes ..................... 0.2 0.8
======== ========
Net income ..................................... 0.8% 1.4%
======== ========
COMPARISON OF QUARTER ENDED MARCH 28, 1997 WITH QUARTER ENDED MARCH 29, 1996.
SEE NOTES TO THE PRECEDING FINANCIAL STATEMENTS FOR A GENERAL BUSINESS
DESCRIPTION AND DISCUSSION OF ACQUISITIONS. THE QUARTERS ENDED MARCH 28, 1997
AND MARCH 29,1996 BOTH CONSIST OF TWELVE WEEKS.
NET SALES. Net sales increased $23.5 million, or 51.0%, from $46.2
million in the first quarter of 1996 to $69.7 million in the first quarter of
1997. The increase was primarily due to: a) a $9.4 million increase in
Sam's revenues under the Agreement between the two comparable quarters, b)
expansion and increase in sales of several distribution programs amounting to
$7.6 million and c) acquisitions made subsequent to the first quarter of
1996 ($5.8 million).
COST OF GOODS SOLD. Cost of goods sold increased by $20.7 million, or
49.2%, from $42.0 million in the first quarter of 1996 to $62.6 million in the
first quarter of 1997, primarily reflecting the increase in net sales explained
above. As a percentage of net sales, cost of goods sold decreased from 90.8% to
89.8% due to an increase in specialty food service and value-added business,
which contribute higher margin percentages. Revenues for these businesses were
nearly 14% of total revenue in the first quarter of 1997 compared to less than
5% in the same quarter in the previous year.
8
<PAGE>
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative ("SG&A") expenses increased by $1.8 million or 48.0%, from $3.8
million in the first quarter of 1996 to $5.7 million in the first quarter of
1997. As a percentage of net sales, SG&A expenses decreased from 8.3% to 8.1%.
The increase in dollar amount of SG&A is due primarily to the SG&A expenses
related to the acquisitions made subsequent to the first quarter of 1996.
OPERATING INCOME. As a result of the foregoing factors, operating income
increased by $1.0 from $0.4 million in the first quarter of 1996 to $1.4 million
in the first quarter of 1997. As a percentage of net sales, operating income
increased from 0.9% in the first quarter of 1996 to 2.1% in the first quarter of
1997.
PROVISION FOR INCOME TAXES. The increase in the effective tax rate from
21.4% in the first quarter of 1996 to 37.6% in the first quarter of 1997 is due
to the first quarter of 1996 including a benefit from the elimination of a
valuation allowance related to a net operating loss carryforward.
NET INCOME. As a result of the foregoing factors, net income increased by
$597,000 from $348,000 in the first quarter of 1996 to $945,000 in the first
quarter of 1997. As a percentage of net sales, net income increased from 0.8% in
the first quarter of 1996 to 1.4% in the first quarter of 1997.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities was $2.0 million for the first
quarter of 1997 compared to cash used by operations of $0.1 million in the first
quarter of 1996. The difference is primarily due to increased profitability in
the first quarter of 1997 and the timing of usage of working capital.
Cash used in investing activities increased $3.3 million from $0.4 million
in the first quarter of 1996 to $3.7 million in the first quarter of 1997. The
increase is due to the purchase of a processing and distribution center in
Richmond, Indiana and the acquisition of other companies.
Cash provided by financing activities was $2.4 million in the first
quarter of 1997 resulting primarily from borrowings on the Company's revolving
line of credit. In the corresponding period in 1996, cash of $1.0 million was
used to repay an outstanding note payable.
At March 28, 1997, the Company had working capital of $13.5 million
compared to $14.2 million at January 3, 1997. The Company has a $5.0 million
bank revolving line of credit and, as of May 7, 1997, the outstanding balance
under such revolving line of credit was $2.5 million.
Management believes that the combination of cash generated from operating
activities, availability under the existing bank line of credit and the use of
operating leases where
9
<PAGE>
appropriate is sufficient to meet its operating requirements and normal capital
expenditure needs. The Company intends to continue its expansion activities and
will require additional capital to meet such requirements. The Company believes
that it has access to the capital markets and can obtain additional credit from
financial institutions in order to raise the capital necessary to fund such
expansion.
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-packaged
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.
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, independent of normal inflationary
pressures, the Company's produce products are subject to fluctuating product
costs as discussed in "Quarterly Results and Seasonality" above.
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.
10
<PAGE>
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/ ROBERT C. KIEHNLE Date: MAY 7, 1997
Robert C. Kiehnle
Executive Vice President and
Chief Financial Officer
EXHIBIT 11.1
FRESH AMERICA CORP.
COMPUTATION OF PER SHARE EARNINGS*
(In thousands, except per share amounts)
QUARTER ENDED
MARCH 29, MARCH 28,
1996 1997
---------- ----------
Net income applicable to common and common
equivalent shares .................................... $ 348 $ 945
========== ==========
Weighted average common shares outstanding ............. 3,611 3,731
Effect of stock options and warrants ................... 218 199
---------- ----------
Weighted average common and common
equivalent shares .................................... 3,829 3,930
========== ==========
Net income per common and common equivalent
share - fully diluted ................................ $ 0.09 $ 0.24
========== ==========
* Earnings per share are presented on a fully diluted basis.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM FORM 10-Q FOR QUARTERLY PERIOD ENDED MARCH 28, 1997 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-02-1998
<PERIOD-END> MAR-28-1997
<CASH> 4,992
<SECURITIES> 0
<RECEIVABLES> 26,811
<ALLOWANCES> 0
<INVENTORY> 2,939
<CURRENT-ASSETS> 34,995
<PP&E> 8,875
<DEPRECIATION> 0
<TOTAL-ASSETS> 46,903
<CURRENT-LIABILITIES> 21,498
<BONDS> 0
0
0
<COMMON> 37
<OTHER-SE> 22,278
<TOTAL-LIABILITY-AND-EQUITY> 22,315
<SALES> 69,735
<TOTAL-REVENUES> 69,735
<CGS> 62,617
<TOTAL-COSTS> 62,617
<OTHER-EXPENSES> 5,685
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 21
<INCOME-PRETAX> 1,515
<INCOME-TAX> 570
<INCOME-CONTINUING> 945
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 945
<EPS-PRIMARY> .24
<EPS-DILUTED> .24
</TABLE>
