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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 29, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 000-24124
FRESH AMERICA CORP.
6600 LBJ FREEWAY, SUITE 180
DALLAS, TX 75240
(469) 791-5700
INCORPORATED IN: IRS EMPLOYER
TEXAS IDENTIFICATION NO.: 76-0281274
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
------------------- -----------------------------------------
Common Stock, $0.01 Par Value None
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 proceeding 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 No X
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
form 10-K. [X]
The number of common shares outstanding of the registrant was 8,410,098 as of
September 4, 2001.
DOCUMENTS INCORPORATED BY REFERENCE
None
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PART I
ITEM 1. BUSINESS.
GENERAL
Fresh America Corp. ("Fresh America", or the "Company", "we", "us", or "our"), a
Texas corporation founded in 1989, provides procurement, processing, repacking,
warehousing and distribution services of fresh produce and other refrigerated
food products for a wide variety of customers in the retail, food service and
food distribution businesses. Additional services such as inventory planning and
customer support are also provided as areas of unique specialization. Because of
the perishable nature of fresh fruits and vegetables, distribution requires
specialists such as Fresh America that can maintain the "cold chain" of
distribution to ensure safety, quality and yield for the wide variety of
products available in today's marketplace. The Company serves over 4,000
customers in 42 states through 8 distribution facilities located in Dallas and
Houston, Texas; Atlanta, Georgia; Scranton and Wilkes-Barre, Pennsylvania;
Richmond, Indiana; Chicago, Illinois and Los Angeles, California. The Company
maintains its headquarters in Dallas, Texas.
The Company provides produce and related products and services in four primary
areas of specialization: programs, retail/wholesale, logistics and value-added
processing and repacking. In 1999 and 2000, the Company made a decision to
reduce its presence in specialty food service by divesting seven operations that
lacked sufficient market presence and were under performing (please see
"Acquisitions and Divestitures" below). Within each of the aforementioned areas
of specialization, the Company provides a broad array of services, which may
include centralized purchasing, processing, repacking, warehousing,
distribution, inventory planning, system integration and customer support. An
expanded description of these areas of specialization follows.
Programs. Due to the specialized handling requirements associated with fresh
fruits and vegetables and Fresh America's integrated distribution network and
related services, Fresh America's network of facilities that have the ability to
repack or process positions the Company to offer specialized services to various
retail, wholesale and distribution companies. These services allow customers,
such as Dole Fresh Vegetables, Inc. and CKE Restaurants/MBM Corporation to
outsource certain aspects of their fresh produce distribution function to Fresh
America primarily for the purpose of eliminating the infrastructure required to
perform those activities. In its program distribution business, the Company is
typically compensated on a fee for service or a predetermined margin basis.
Retail/Wholesale. The Company sells produce and provides distribution services
to national and regional retail or wholesale accounts, which include
supermarkets, independent grocers and other purchasers of fresh produce and
other food products. Fresh America provides a variety of services, which include
procuring, repackaging, warehousing and distributing of fresh produce for these
customers. The Company also imports specialty produce from various global
sources to ensure consistent availability. However, the volume of importing is
expected to decrease significantly due to the sale of Ontario Tree Fruits in
March 2001 and proposed sale of Bacchus Fresh International in August 2001
(please see "Acquisitions and Divestitures" below). Produce is generally
distributed to central warehouses or, on a limited basis, directly to the retail
location.
Value-Added Capabilities. The Company performs certain value-added functions for
customers that complement the other services it provides. These functions
include produce ripening and repackaging activities, the assembly and
preparation of fruit baskets and party trays of precut vegetables and the
processing and packing of various produce items. Certain operations employ
highly specialized ripening, sorting and packing equipment designed to increase
efficiency and decrease costs.
Logistics. The Company's freight service currently operates approximately 100
trucks each week. These services are targeted for customers that can provide
weekly commitments on a consistent basis for a year round flat rate as well as
customers that call randomly for load assistance on a flat percentage basis.
Internal services are provided on an as-needed basis at combined rates that are
less than what would be available through other sources.
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Specialty Food Service. Food service customers include restaurants, hotels,
schools, hospitals and other institutions. Produce is purchased by the Company
and shipped to a number of customers. Distribution of produce to food service
accounts generally requires a higher level of service, entailing as many as six
deliveries a week. The Company is de-emphasizing this area of specialization in
the future to better take advantage of the Company's strengths in the other
areas. See Item 7 - "Management's Discussion and Analysis" for further
discussion.
Products. The Company provides and procures approximately 500 items in several
product categories, including fresh produce, refrigerated prepackaged produce,
and processed foods. Fresh produce includes staple items such as apples, lemons,
lettuce, bananas, oranges, grapefruit, onions, tomatoes, potatoes and garlic,
and seasonal items such as strawberries, blueberries, cherries, grapes, peaches,
plums, avocados and watermelons.
Refrigerated prepackaged produce includes chopped lettuce and presliced fruits
and vegetables, including party trays of fresh, precut vegetables. Processed
foods include prepackaged salads, prepared salads and a limited selection of
salad dressings. The Company also provides certain specialty types of produce.
For example, a subsidiary, Francisco Distributing Co., ships and repackages
mangos, peppers and honeydew melons in the United States.
Warehouse and Distribution. The Company conducted its operations during fiscal
2000 out of 9 distribution facilities located in Arizona, California, Georgia,
Illinois, Indiana, Pennsylvania and Texas. The Company sold its Arizona
operation in April 2001 and closed its Florida operation in May 2001. In
addition, the Company maintains its Company headquarters in Dallas, Texas.
Each distribution center employs between 20 and 250 employees, most of whom are
involved in receiving and shipping, as well as driving the Company's
transportation fleet. The distribution centers are designed for receiving, cold
storage, sorting and shipping, and are positioned to allow the Company to
distribute perishable products by truck to its customers throughout the
respective regional geographical area. Fresh America operates from approximately
930 thousand square feet of warehousing and processing space.
Fresh America's products are delivered from its distribution centers to
customers utilizing Fresh America's fleet of leased and owned tractors,
refrigerated trailers and refrigerated trucks, as well as third party trucking
companies.
Purchasing. Fresh America employs purchasing agents in most of its operating
locations who purchase produce directly from growers, shippers and grower
cooperatives. The Company selects its suppliers carefully and regularly monitors
their ability to provide quality products at competitive prices. As a result of
its substantial volume of purchases, the Company is able to obtain fresh produce
of premium size, quality and appearance at very competitive costs. In many
cases, the Company purchases produce only from selected warehouses within a
supplier's system, based on management's assessment of the quality provided by
the particular warehouses. Produce is usually acquired for delivery within four
days, and the Company generally does not operate under contractual supply
agreements for its produce. Although purchases by Fresh America frequently
constitute a significant portion of a particular supplier's sales, no single
supplier accounts for more than ten percent of Fresh America's costs of goods
sold. Management believes that all of the items stocked in its inventory are
available from numerous suppliers at competitive prices.
In addition, the Company has a central buying department and logistics group
located in Dallas, Texas to handle certain requirements of its program business,
purchase certain staple items common to all business units, enhance its buying
power and manage transportation for certain customers.
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Quality Control. The Company focuses on quality and freshness at each step of
the receipt, processing and distribution process. Because most of the products
delivered by the Company are perishable, proper handling, including maintenance
of constant temperature and humidity, is critical to the control of product
spoilage. Equally important is the Company's ability to accurately order the
correct quantity of each product to meet the demands of its customers. Although
the nature of the Company's business is such that some amount of its inventory
will be lost through spoilage, management attempts to minimize this expense.
Produce is transported to and from the Company's operating locations in
refrigerated, temperature-monitored trucks. When produce is to be received, the
Company's personnel inspect the products to ensure that quality specifications
have been satisfied. Accepted items are immediately stored in product specific,
temperature controlled environments. Purchased product typically spends no more
than three days in the Company's facilities before delivery to a specific
customer.
Customer Concentration. Sam's accounted for 30.0% of sales in 2000 and 30.5% in
1999. Due to the loss of the distribution agreement with Sam's, the Company
anticipates sales to Sam's will comprise less than 10% of it's sales in 2001.
Personnel. Fresh America refers to its employees as "associates" and attempts to
maintain a team spirit among all of its associates. Management believes that the
Company's relations with its associates are good. As of August 9, 2001 the
Company employed a total of approximately 580 full-time associates and 10
part-time associates, including approximately 26 corporate associates and 564
regional associates. The Company's operations in Scranton, Pennsylvania and Los
Angeles, California have collective bargaining agreements with their warehouse
associates.
Competition. The Company operates in highly competitive markets, and its success
will be largely dependent on its ability to manage product from source to
customer. The produce industry is highly fragmented and is primarily comprised
of small, family-owned operations serving local and regional markets. The
Company also competes with national food service and wholesale food distribution
companies.
Seasonality. See Item 7-MD&A under the caption "Quarterly Results and
Seasonality" for information about the seasonality of the Company's business.
ACQUISITIONS/DIVESTITURES
The Company commenced operations in 1989 by delivering produce to one Sam's
Club, a division of Wal-Mart Stores, Inc. The success of the initial venture in
Houston, Texas allowed the Company to rapidly expand its relationship with Sam's
and provide produce for 375 Sam's Clubs in the Midwest, Northeast, Southeast and
Southwest at the peak of its distribution arrangement with Sam's. The Company's
distribution agreement with Sam's was governed by a written contract which
expired on October 24, 2000. Thereafter, Sam's began internal distribution of
produce for all of its clubs; however, the Company continues to supply certain
produce items to Sam's on a non-contractual basis.
Because the Company understood the Sam's agreement would expire in 2000, in 1995
the Company began to implement a strategy that would attract new customers over
a wider geographical area and diversify its customer base into other areas of
produce distribution. In executing its strategy, the Company completed 16
acquisitions from 1995 through 1998 and added various customer alliances
involving fresh produce procurement, warehousing, distribution and/or marketing.
Through these acquisitions and new customer relationships, the Company expanded
its cold chain distribution network to become national in scope, diversified its
customer and supplier relationships and expanded its value-added processing
capabilities. Seven of these acquisitions in the specialty food service business
never achieved sufficient market presence and were closed or sold during 1999
and 2000.
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The table below identifies the acquisitions, their primary area(s) of
distribution and specialization and, where appropriate, the date divested:
PRIMARY
DATE ACQUIRED COMPANY LOCATION SERVICES(a) DATE DIVESTED
------------- ------- -------- ----------- -------------
September 1995 Lone Star Produce, Inc. Austin, TX 1 November 1999
November 1996 Produce Plus, Inc.(b) Houston, TX 1
January 1997 Chef's Produce Team Los Angeles, CA 1 October 1999
March 1997 One More Tomato, Inc.(b) Houston, TX 3
May 1997 Pittman Produce of Orlando, Inc. Orlando, FL 1 September 1999
August 1997 C. Kalil Fruit & Vegetable, Inc.(b) Houston, TX 1,2,3
September 1997 Bano Quality Produce, Inc. Baton Rouge, LA 1,3 November 1999
December 1997 Premier Produce, Inc. San Antonio, TX 1 October 1999
December 1997 Tomahawk Produce, Inc. Atlanta, GA 1,2,3 September 1999
January 1998 Hereford Haven, Inc. d/b/a Martin Bros. Dallas, TX 2,3
February 1998 Francisco Distributing Co. Los Angeles, CA 2
March 1998 Ontario Tree Fruits Ltd. and Affiliates Toronto, Ontario 2 March 2001(d)
August 1998 Jos. Notarianni & Co. Scranton, PA 2,3
October 1998 King's Onion House Phoenix, AZ 2,3 April 2001(e)
October 1998 Thompson's Produce Company Pensacola, FL 1,3 May 2001(f)
November 1998 Sam Perricone Citrus Company Los Angeles, CA 2 February 2000(c)
(a) Primary Services: 1. Specialty Food Service; 2. Retail/Wholesale; 3.
Value-Added.
(b) Subsequent to their acquisition dates, these companies were integrated
into one location in Houston, Texas in order to reduce costs and
increase efficiencies.
(c) Perricone closed its market operation in Los Angeles, California and
continues to operate its brokerage business in Walnut Creek and
Visalia, California.
(d) The operating assets of Ontario Tree Fruits, Ltd. and its affiliates
were sold in March 2001.
(e) All outstanding common stock for King's Onion House was sold in April
2001.
(f) Original asset purchase rescinded by legal arbitration in May 2001.
Tomahawk Produce, Inc. that operated in the Atlanta, Georgia produce market
relocated its remaining tomato repacking operation to the Company's distribution
facility also located in Atlanta that was primarily dedicated to providing
produce under the Sam's distribution agreement. The tomato operation, coupled
with expanding program distribution, lessened dependence on the Sam's business
and positioned the Atlanta facility for continuing operations after this
facility's remaining Sam's Clubs were withdrawn from service in December 1999.
In February 2000, Allied-Perricone, Inc. f/k/a Sam Perricone Citrus Company
closed its market operation in Los Angeles, California but continues to operate
its brokerage business in Walnut Creek and Visalia, California.
On March 16, 2001 the Company sold the operating assets of its Canadian
operation to better focus on its domestic opportunities. A major customer was
lost during 1999, the Company was not able to replace the lost business and the
Canadian operations did not fit well with the Company's focus on value-added
services and products. The Canadian operations incurred losses of $2.0 million
during fiscal 2000 and $2.0 million in the first quarter 2001. However, by
taking advantage of the import knowledge gained through the Canadian operations,
the Company will continue to provide its customers with imported produce through
its other operating divisions.
On April 20, 2001 the Company sold all of the outstanding capital stock of
King's Onion House. The Company was not able to achieve profitable operations in
fiscal 2000 and did not believe Phoenix represented a strategic market for
future growth. Losses totaled $5.5 million during fiscal 2000.
Through an arbitration, the original October 1998 purchase by Fresh America of
the assets of Thompson's Produce Company was rescinded, effective May 12, 2001.
As a result, the Company was relieved of its real
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property lease obligations in Pensacola, Florida (total future rental payments
were $5.4 million) in exchange for the return of net assets totaling $1.4
million. This location was a non-performing asset for the Company, with losses
totaling $3.3 million during fiscal 2000 and approximately $850,000 in the first
quarter of 2001.
Subsequent to December 29, 2000, the Company sold the assets of Bacchus Fresh
International, and an idle real estate property at Cutten Road in Houston,
Texas. The proceeds of approximately $871,000 were used to reduce the Company's
senior debt.
STRATEGY
As discussed above in "Acquisitions/Divestitures," in October 1999, the Company
decided to divest most of its specialty food service operations due to
insufficient local market presence and poor performance. Today the Company is
focused on areas of proven performance and success, primarily holesale/retail
sales and distribution. As a result, Fresh America is better positioned to take
advantage and further enhance its existing capabilities in such areas as retail
consolidation, distribution consolidation, food safety, technology, branded
produce and managing product from source to customer.
The Company is focused on taking advantage of the infrastructure of its existing
businesses to further diversify and broaden its customer base, market
penetration and service offerings. Management has developed a number of
important strategies considered key to the success of the business: (i) adhere
to its proven operating model requiring high food safety standards while
providing quality products with high yields at reasonable prices, (ii) actively
support and enhance customer and supplier relationships, (iii) maintain a low
operating cost structure, (iv) utilize systems to maximize customer
communication and activities, and (v) proactively pursue alliances and internal
expansions.
The Company intends to expand its value-added operations, particularly in the
area of tomato repack, outsource relationships through national programs, and
logistics services, to both internal and external customers. The Company's focus
on value-added products should have a favorable impact on the Company's margin.
The Company expects that the retail, food service and food distribution
companies will continue to consolidate and look for value beyond low prices,
therefore making the process of managing product from source to customer an
increasingly important component of the Company's national distribution
capabilities. Continuing emphasis on food safety and the cold chain required for
proper produce distribution should align the Company with national trends in
consumption and government regulation.
In the near term, the Company will focus on a slower, more controlled pace of
growth than in prior years and will pursue taking advantage of its existing
infrastructure and enhancing efficiencies in its current base of operations.
FINANCIAL RESTRUCTURING
Throughout its operational restructuring during the past two years, the Company
has pursued various financing opportunities in an effort to restructure its
debt. In September 2001, the Company completed a financial restructure whereby
The North Texas Opportunity Fund LP, ("NTOF") purchased 8% Series D redeemable
cumulative preferred stock and warrants exercisable for 84,100,980 shares of our
common stock, which is approximately 50% of the Company's fully-diluted common
stock after proposed charter amendments discussed below, for cash proceeds of $5
million. In connection with the NTOF investment in the Company, John Hancock
Life Insurance Company, John Hancock Variable Life Insurance Company, Investors
Partner Life Insurance, Signature 1A (Cayman), Ltd. and Signature 3 Limited
(collectively, the "Subordinated Lender") exchanged $20 million of subordinated
debt, warrants to purchase 576,134 shares of common stock, $5 million of 10%
redeemable cumulative preferred stock and all accrued interest and dividends for
$2.7 million of 8% Series D redeemable cumulative preferred stock and warrants
exercisable for 45,414,529 shares of our common stock, which is approximately
27% of the Company's fully-diluted common stock after proposed charter
amendments discussed below.
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The new warrants cannot be exercised until the Company's articles of
incorporation are amended to increase the Company's authorized common stock from
10 million shares to 300 million common shares and lower the common stock's par
value from $.01 to $.0001 per share. The Board of Directors has approved such
amendment but the holders of two-thirds of the Company's issued and outstanding
capital stock entitled to vote must approve it. NTOF has received the agreement
of the holders of 46.8% of the issued and outstanding common stock to vote in
favor of the amendment, thereby requiring the holders of an additional 19.9%of
the issued and outstanding common stock to approve the amendment before the
warrants can be exercised. The Company believes that the requisite holders of
its common stock will approve the amendment subject to the filing and clearance
of proxy materials with the SEC and the mailing of definitive proxy materials to
its stockholders. However, Fresh America can provide no assurances that
requisite shareholder approval will be obtained and, as a result, that the
charter amendment will become effective.
The warrants issued to NTOF and the Subordinated Lender are exercisable for a
ten year period which commenced on August 14, 2001 and ends August 14, 2011. The
exercise price of the warrants is $.0001 per share and the warrants are subject
to anti-dilution provisions providing adjustment in the event of any
recapitalization, stock dividend, stock split, reorganization, merger or similar
transaction or certain issuances of shares below their market value.
Each share of the 77,000 shares of Series D preferred stock issued to NTOF and
the Subordinated Lender has the right to receive cumulative dividends, payable
monthly in cash and calculated on the basis of an annual dividend rate of $8.00
for each share plus interest on any accrued but unpaid dividends. The Company
may not declare a dividend on any other class of capital stock so long as any
accrued dividends for the preferred stock have not been paid. If the Company
pays a dividend to holders of any other class of the Company's capital stock,
then the Company will pay a dilution fee to the holders of the preferred stock.
In the event that the requisite shareholder approval for the amendment to our
charter discussed above is not obtained, the annual dividend rate will increase
to $18 for each share of preferred stock and holders of preferred stock will be
entitled to vote as a separate class for all matters on which the holders of
common stock are entitled to vote, with each share entitled to one vote per
share; however, where applicable law prevents class voting, holders of the
preferred stock will be entitled to vote together with the holders of common
stock with each share of preferred stock entitled to 250 votes per share being
12,500,000 votes for NTOF and 6,750,000 for the Subordinated Lender.
NTOF and the Subordinated Lender have a put right on the Series D preferred
stock after August 14, 2004, and immediately upon any breach by the Company of
the financial restructuring agreements or any sale, merger or change of control
of the Company at $100.00 per share plus accrued and unpaid dividends. If the
requisite shareholder approval for the amendment to our charter discussed above
is not obtained, NTOF and the Subordinated Lender may exercise their put right
at three times the face value of the preferred stock, such amount being
$15,000,000 for NTOF and $8,100,000 for the Subordinated Lender. Additionally,
the holders of the preferred stock, have the right to redeem their shares of
preferred stock on the same terms of the put right after April 30, 2007 or
immediately upon the occurrence of any sale, merger or change of control of the
Company, any qualified public offering with net proceeds of at least $20,000,000
or any private equity financing with net proceeds of at least $20,000,000.
Each share of Series D preferred stock has a preference upon liquidation,
dissolution, winding up or sale of the Company equal to $100.00 per share plus
accrued and unpaid interest. If the requisite shareholder approval discussed
above is not obtained, the holders of the preferred stock will have the right to
a liquidation preference payment equal to the face value of the preferred stock
plus 90% of the fair market value of the remaining property of the Company and
the holders of the common stock will have the right to a liquidation preference
payment equal to the remaining 10% of the fair market value of the remaining
property of the Company.
Under the terms of the Series D preferred stock and the Stockholders Agreement
dated August 14, 2001 by and among the Company, NTOF and the Subordinated
Lender, NTOF has the right to appoint three directors to the Board of Directors
and the Subordinated Lender has the right to appoint one director to the Board
of Directors. The Subordinate lender has advised that it does not currently
intend to exercise its right to appoint a director. Under our bylaws, the
maximum number of directors is six. In addition, NTOF and the Subordinated
Lender
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each have the right to designate one observer to attend all meetings of the
Board of Directors. Under the Stockholders Agreement, the Company granted each
holder of preferred stock the preemptive right to purchase, pro rata, all or any
part of new securities offered by the Company. The Stockholders Agreement also
grants each holder of preferred stock the right of first offer and co-sale
rights in the event another holder of preferred stock elects to sell its stock.
Prior to a public offering with net proceeds of at least $20,000,000, if the
holder of 50% or more of the outstanding capital stock of the Company elects to
sell all of its shares, then the holder will have pull-along rights with respect
to the non-selling holders of preferred stock.
Under the Securities Exchange and Purchase Agreement dated August 14, 2001 (the
"Purchase Agreement") by and among the Company, NTOF and the Subordinated
Lender, the Company has granted registration rights to NTOF and the Subordinated
Lender. The registration rights granted include two rights to demand that the
Company register the holder's shares for resale to the public pursuant to the
Securities Act of 1933, an unlimited number of rights to register the holder's
shares for resale to the public pursuant to other public offerings and, upon the
Company's eligibility for use of Form S-3 under the Securities Act of 1933, an
unlimited number of rights to register the holder's shares for resale to the
public on Form S-3.
The Purchase Agreement also requires the Company to obtain NTOF's and/or the
Subordinated Lender's consent prior to taking certain actions in the operation
of its business other than pursuant to the terms of the financial restructuring.
These actions, include, but are not limited to, amending the Company's
organizational documents adversely to NTOF and the Subordinated Lender,
declaring any dividends, selling or leasing any assets of the Company outside of
the ordinary course of business, selling any additional capital stock of the
Company (except pursuant to existing warrants and under the Company's stock
option plan for employees), entering into any transactions with affiliates
(other than in arms-length transactions), paying any management or consulting
fees, acquiring any debt or equity interest in another entity, increasing the
compensation of any executive officer by 5% or more, terminating any key
employee, adopting a new employee benefit plan or employment agreement,
acquiring any property for more than $500,000 or making any capital expenditure
greater than $250,000 individually or $1,000,000 in the aggregate.
The following table sets forth certain pro-forma information concerning the
beneficial ownership of Common Stock following the completion of the financial
restructuring.
POST FINANCIAL RESTRUCTURING
PRO-FORMA SECURITY OWNERSHIP
Number of Shares Percent of
Beneficial Owner of Common Stock Class(1)
---------------- --------------- ----------
NTOF 84,100,980 50.0%
Subordinated Lender 45,414,529 27.0%
Existing Shareholders 8,410,098 5.0%
Management Share Distribution:
Darren Miles 2,724,872 1.6%
Larry Martin 7,266,325 4.3%
Gary Weiner 2,724,872 1.6%
Steve Finberg 2,724,872 1.6%
Cheryl Taylor 2,724,872 1.6%
Existing Warrants 300,000 0.1%
Existing Options under '93 & '96 plans 422,540 0.2%
Existing Management Pool 5,632,730 3.3%
New Management Pool 5,755,270 3.4%
(1) Percentages are based on the total number of shares outstanding at September
5, 2001, plus the total number of shares issuable pursuant to financial
restructuring and plus the total number of outstanding options held by each such
person that are exercisable within 60 days of such date and securities
exchangeable into Common Stock within 60 days of such date. Shares issuable upon
exercise of outstanding options or through the conversion of securities
exchangeable into Common Stock, however, are not deemed outstanding for purposes
of computing the percentage ownership of any other person.
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In conjunction with this restructure, Bank of America, N.A. (the "Senior
Lender") agreed to a payment schedule which will reduce the Company's
indebtedness to the Senior Lender from $5.3 million, which was owed at the time
of closing, to $3.8 million by year-end 2001. Our revolving credit facility with
our Senior Lender has also been restructured as a term note with a maturity date
of January 2, 2002. The Company is negotiating with a new lender to replace the
existing term facility with a revolving credit facility prior to the maturity of
the term loan. There can be no assurance that the Company will be able to
replace its Senior Lender as anticipated or extend its senior credit facility
beyond January 2002, if that becomes necessary.
Management believes that the combination of the effects of the financial
restructure completed in September 2001, cash generated from ongoing operating
activities, and the realization of recent reductions in corporate overhead
expenses will enable the Company to meet its obligations as they come due during
the 2001 calendar year.
ITEM 2. PROPERTIES.
The Company's headquarters and executive offices occupy 15,203 square feet of
leased space in an office building in Dallas, Texas. As of September 5, 2001,
the Company conducts its operations from the following facilities:
SQUARE OWNED/
LOCATION FOOTAGE LEASED EXPIRATION DATE
-------- ------- ------ ---------------
Arlington, TX 105,000 Leased 03/31/06
Chicago, IL 145,289 Leased 07/31/07
Houston, TX - West Loop 80,496 Leased 04/30/08
Atlanta, GA 64,000 Leased 06/30/06
Los Angeles, CA - Blackburn Street 60,000 Leased 08/31/03
Los Angeles, CA - Leyva Street 110,000 Leased 12/31/02
Richmond, IN 37,000 Owned -
Scranton, PA - Genet Street (2 buildings) 105,249 Owned -
Wilkes-Barre, PA 50,000 Leased 12/01/04
The Company owns or is obligated by lease on certain properties related to sold
or closed operations. Such properties are not listed above, as they are not
currently being used in operations, but aggregate approximately 87,640 square
feet of leased space (with expiration dates ranging from 4 months to 6.5 years
as of December 29, 2000) and 2,984 square feet of owned space. The Company has
subleased all of these properties. During 2000, the Company pledged its owned
facilities as collateral security for its senior credit facility. See discussion
of debt arrangements under the caption "Liquidity and Capital Resources" in Item
7 - MD&A.
Management believes that its existing facilities are adequate for the Company's
present level of operations. Although some consolidation is possible due to
overlap or modernization of facilities, the Company is generally capable of
accommodating growth within each existing geographic territory. The Company
anticipates moving all central office operations to its facility in Arlington,
Texas by year-end 2001.
ITEM 3. LEGAL PROCEEDINGS.
The Company is party to, from time to time, various claims, disputes, legal
actions and other proceedings involving product liability, contracts, equal
employment opportunity, occupational safety and various other matters. In the
opinion of management, the outcome of any pending matters should not have a
material adverse effect on the Company's financial position, results of
operations or liquidity.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The Company's Common Stock currently is quoted on Pink Sheets under the
symbol FRES. As of August 9, 2001 the Company had 60 holders of record for its
common stock. The Company estimates that there were in excess of 1,000
beneficial owners of its common stock as of that date. During 1999 and 2000, the
Company's common stock traded on the Nasdaq Stock Market. The high and low sales
prices for the common stock on the Nasdaq Stock Market for each quarter of
fiscal 2000 and 1999 are shown below:
HIGH LOW
---- ---
2000
First Quarter 5 3/8 3 1/4
Second Quarter 3 3/4 1 1/8
Third Quarter 2 3/4 1 1/2
Fourth Quarter 2 3/16 7/8
1999
First Quarter 23 1/2 15 3/4
Second Quarter 20 5/8 12 1/2
Third Quarter 14 1/2 5
Fourth Quarter 6 11/16 3 3/8
Subsequent to December 29, 2000, the Company received notice from The Nasdaq
Stock Market, Inc. that its common stock had failed to maintain the continued
listing standards as required by Nasdaq rules. After a hearing on May 10, 2001,
the Company was notified that the Nasdaq staff had determined the Company's
stock would be delisted and the stock began trading on the Pink Sheets as of May
25, 2001.
The Company has never declared or paid cash dividends on its common stock. The
Company currently intends to retain earnings to support operations and
therefore, does not anticipate paying cash dividends on its common stock in the
foreseeable future. Future payment of cash dividends on its common stock will
depend upon such factors as the Company's earnings, capital requirements,
capital structure, financial condition, contractual restrictions and other
factors deemed relevant by the Board of Directors. In addition, the Company's
current senior credit facility prohibits the payment of cash dividends on any of
its capital stock.
For non-registered issuances of common stock during the prior three years,
please see discussion of July 2000 and April 2001 issuances in MD&A under
caption "Financial Restructuring" under the subheading "Acquisitions".
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ITEM 6. SELECTED FINANCIAL AND OPERATING DATA.
The following selected consolidated financial and operating data should be read
in conjunction with Item 7 - MD&A and Item 8-Financial Statements and
Supplementary Data contained herein. The consolidated statement of operations
and consolidated balance sheet data for each of the fiscal years in the
five-year period ended December 29, 2000 are derived from the audited financial
statements of the Company.
FISCAL YEAR ENDED(1)(2)
---------------------------------------------------------------------------
DEC. 29, 2000 DEC. 31, 1999 JAN. 1, 1999 JAN. 2, 1998 JAN. 3, 1997
------------- ------------- ------------ ------------ ------------
CONSOLIDATED STATEMENT OF OPERATIONS DATA: (In thousands, except per share amounts)
Net sales $ 554,554 $ 669,875 $ 609,490 $ 429,524 $ 323,775
Cost of sales 496,169 591,977 537,556 386,161 291,810
------------ ------------ ------------ ------------ ------------
Gross profit 58,385 77,898 71,934 43,363 31,965
------------ ------------ ------------ ------------ ------------
Selling, general and administrative expenses 54,023 66,756 51,936 32,734 23,517
Bad debt expense 1,912 6,031 1,230 82 156
Depreciation and amortization 5,506 6,244 3,987 1,805 1,534
Disposition costs and impairment of long-lived
assets 12,791 13,520 -- -- --
Transaction costs -- 3,805 1,395 -- --
Settlements of lawsuits 1,222 850 -- -- --
------------ ------------ ------------ ------------ ------------
Total operating costs and expenses 75,454 97,206 58,548 34,621 25,207
------------ ------------ ------------ ------------ ------------
Operating income (loss) (17,069) (19,308) 13,386 8,742 6,758
Other income (expense) (4,940) (5,313) (2,123) 389 (32)
------------ ------------ ------------ ------------ ------------
Income (loss) before taxes and extraordinary item (22,009) (24,621) 11,263 9,131 6,726
Income tax expense (benefit) 833 (2,630) 5,041 3,921 2,500
------------ ------------ ------------ ------------ ------------
Income (loss) before extraordinary item (22,842) (21,991) 6,222 5,210 4,226
Extraordinary gain on extinguishment of debt 1,905 -- -- -- --
------------ ------------ ------------ ------------ ------------
Net income (loss) (20,937) $ (21,991) $ 6,222 $ 5,210 $ 4,226
Preferred dividends and accretion 698 -- -- -- --
------------ ------------ ------------ ------------ ------------
Net income (loss) applicable to common
Shareholders $ (21,635) $ (21,991) $ 6,222 $ 5,210 $ 4,226
============ ============ ============ ============ ============
Earnings (loss) per share - basic $ (4.13) $ (4.20) $ 1.27 $ 1.19 $ 1.00
============ ============ ============ ============ ============
Earnings (loss) per share - diluted $ (4.13) $ (4.20) $ 1.20 $ 1.12 $ 0.94
============ ============ ============ ============ ============
-------------------------------------------------------------------------
DEC. 29, 2000 DEC. 31, 1999 JAN. 1, 1999 JAN. 2, 1998 JAN. 3, 1997
------------- ------------- ------------ ------------ ------------
CONSOLIDATED BALANCE SHEET DATA: (In thousands)
Working capital $ 2,640 $ 12,246 $ 28,474 $ 11,219 $ 11,284
Property and equipment, net 9,944 24,440 23,900 13,581 10,100
Total assets 87,261 134,481 158,099 79,964 45,769
Long-term debt, less current portion 25,000 32,843 35,985 6,193 547
Shareholders' equity 9,402 29,771 50,562 29,335 22,310
(1) The Company's fiscal year is a 52-week or 53-week period ending on the
Friday closest to calendar year end. Fiscal 1996 through fiscal 2000
are 52-week periods.
(2) As discussed in Item 1 - Business, the Company made several
acquisitions from 1995 through 1998 and several divestitures in 1999
and 2000 that affect the comparability of information reflected in the
selected financial data.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
RESULTS OF OPERATIONS
The following table presents the components of the consolidated statements of
operations as a percentage of sales for the periods indicated and includes the
results of operations for all acquired companies from their date of acquisition,
except that Ontario Tree Fruits Ltd.'s ("OTF") results of operations are
included for all periods since it has been accounted for as a pooling of
interests. The fiscal years ended December 29, 2000 (fiscal 2000), December 31,
1999 (fiscal 1999) and January 1, 1998 (fiscal 1998) are all 52-week periods.
FISCAL YEAR ENDED
-------------------------------------------------------
DECEMBER 29, DECEMBER 31, JANUARY 1,
2000 1999 1999
--------------- --------------- ---------------
Net sales 100.0% 100.0% 100.0%
Cost of sales 89.5 88.4 88.2
--------------- --------------- ---------------
Gross profit 10.5 11.6 11.8
--------------- --------------- ---------------
Selling, general and administrative expenses 9.7 10.0 8.5
Bad debt expense 0.4 0.9 0.2
Depreciation and amortization 1.0 0.9 0.7
Disposition costs and impairment of long-lived assets 2.3 2.0 --
Transaction costs -- 0.6 0.2
Settlements of lawsuits 0.2 0.1 --
--------------- --------------- ---------------
Total operating costs and expenses 13.6 14.5 9.6
--------------- --------------- ---------------
Operating income (loss) (3.1) (2.9) 2.2
Other income (expense) (0.9) (0.8) (0.4)
--------------- --------------- ---------------
Income (loss) before income taxes and extraordinary item (4.0) (3.7) 1.8
Income tax expense (benefit) (0.1) (0.4) 0.8
--------------- --------------- ---------------
Income (loss) before extraordinary item (4.1) (3.3) 1.0
Extraordinary gain on extinguishment of debt 0.3 -- --
--------------- --------------- ---------------
Net income (loss) (3.8) (3.3) 1.0
Preferred dividend and accretion 0.1 -- --
--------------- --------------- ---------------
Net income (loss) applicable to common shareholders (3.9%) (3.3%) 1.0%
=============== =============== ===============
COMPARISON OF FISCAL 2000 TO FISCAL 1999
Net sales. Net sales decreased $115.3 million, or 17.2%, to $554.6 million in
fiscal 2000 from $669.9 million in fiscal 1999. Approximately $67.0 million of
this decrease was attributable to the 1999 divestiture of seven of the Company's
direct food service distribution operations and the first quarter 2000 closure
of the Sam Perricone Citrus market operations. Approximately $41.0 million of
the decrease was related to OTF, the Company's Canadian operations. The Canadian
operation experienced increased revenues in 1999 as the result of a citrus
freeze in the U.S. Additionally, a major customer of OTF which had accounted for
approximately 65% of the Canadian operation revenues was lost during 1999.
Fourth quarter sales decreased to $109.9 million compared to $151.1 million in
the comparable 1999 period. Sam's represented the Company's largest customer in
2000 and 1999. Sam's accounted for 30.0% of net sales in fiscal 2000 compared to
30.5% in fiscal 1999. The Company's contract with Sam's expired in October 2000.
See Note 2 to the consolidated financial statements elsewhere herein.
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Cost of Sales. Cost of sales decreased $95.8 million, or 16.2% to $496.2 million
in fiscal 2000 from $592.0 million in fiscal 1999. The decrease is primarily
related to fourth quarter 1999 divestitures of the Company's direct food service
distribution operation and decreased business volume in the OTF operation. As a
percentage of net sales, cost of sales increased to 89.5% from 88.4%, which in
turn decreased the Company's gross profit percentage to 10.5% from 11.6%. The
Company's margins were negatively impacted by fluctuating commodity markets, the
effects of which the Company was unable to fully recover through increased
prices to customers, associated with the Company's core items, including
tomatoes, melons, onions and citrus.
Selling, general and administrative expenses. Selling, general and
administrative ("SG&A") expenses decreased by $12.7 million, or 19.1% to $54.0
million in fiscal 2000 from $66.8 million in fiscal 1999. The majority of the
decrease in SG&A is primarily attributable to a reduction in operating expenses
of approximately $9.0 million caused by the closing of poorly performing
operations in the latter part of 1999 and the first quarter of 2000.
Additionally, salaries and benefits decreased at the Company's corporate office
and certain other locations as a result of improved efficiencies and
restructurings. Although the Company expects certain SG&A expenses related to
its reorganization to occur throughout 2001, it is anticipated that overall SG &
A costs will continue to decrease in 2001 as compared to 2000.
Bad debt expense. The Company's provision for bad debt decreased $4.1 million to
$1.9 million in fiscal 2000 from $6.0 million in fiscal 1999. In fiscal 1999,
the Company recorded an additional provision for bad debt amounting to $1.9
million related to certain past due customer balances at seven of its divested
food service operations for which management determined further collection
efforts would not be successful. In 1999, the Company also recorded charges
totaling $2.1 million principally related to certain distribution agreements
under which the Company did not fully recover amounts due from other parties
associated with terminated business arrangements.
Depreciation and amortization. Depreciation and amortization decreased $0.7
million, or 11.3% to $5.5 million in fiscal 2000 from $6.2 million in fiscal
1999, primarily related to the food service divestitures in 1999 and 2000
previously mentioned.
Disposition costs and impairment of long-lived assets. During the fourth quarter
of 2000, the Company recorded impairment charges to reduce the carrying value of
property and equipment and related allocated goodwill of $10.6 million and $2.2
million respectively, related to non-performing operations. The Company recorded
goodwill impairment charges of $10.6 million and other disposition costs
aggregating $2.9 million in 1999 related to non-performing operations. See Note
6 to the accompanying consolidated financial statements elsewhere herein.
Settlement of Lawsuits. In May 2001, the original purchase for the assets of
Thompson's Produce in October 1998 was rescinded pursuant to arbitration and, as
a result, the Company recorded a charge of $1.2 million in December 2000.
Operating income (loss). As a result of the foregoing factors, the Company
incurred an operating loss of $17.1 million in fiscal 2000 compared to $19.3
million in fiscal 1999.
Other income (expense). Interest expense decreased $0.6 million to $5.2 million
in fiscal 2000 from $5.8 million in fiscal 1999 due to reductions of debt for
borrowed money.
Income tax expense (benefit). The effective tax rate for fiscal 2000 was (4.2%)
compared to 10.7% in fiscal 1999. The difference in these effective tax rates
compared to the statutory U.S. federal rate of 35% is primarily attributable to
increases in the valuation allowance that were recorded against the Company's
deferred tax assets in both fiscal years and the impairment of non-deductible
goodwill in fiscal 1999. See Note 9 to the consolidated financial statements
elsewhere herein.
Extraordinary gain on extinguishment of debt. In July 2000, the Company entered
into an agreement amending the stock purchase agreement and restructuring
certain notes payable related to the Company's November 1998
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acquisition of Perricone Citrus Company. The restructuring resulted in an
extraordinary gain in the third quarter of 2000 of $1.9 million. (See "Liquidity
and Capital Resources" in Item 7 - MD & A.)
Net income (loss). As a result of the foregoing factors, the Company incurred a
net loss of $20.9 million in fiscal 2000 compared to net loss of $22.0 million
in fiscal 1999.
COMPARISON OF FISCAL 1999 TO FISCAL 1998
Net sales. Net sales increased $60.4 million, or 9.9%, to $669.9 million in
fiscal 1999 from $609.5 million in fiscal 1998. Such increase was primarily
attributable to acquisitions made during or subsequent to the third quarter of
1998. This increase was somewhat offset by weak commodity prices associated with
the Company's core items, including tomatoes, melons, onions and citrus during
the second half of fiscal 1999. Sam's, the Company's largest customer,
represented 30.5% of net sales in fiscal 1999 compared to 36.5% in fiscal 1998.
Fourth quarter sales decreased to $151.1 million compared to $176.6 million in
the comparable 1998 period, reflecting the effect of the divestitures of the six
food service operations and the reduction of 40 Sam's Clubs being serviced under
the distribution agreement with Sam's. See Note 2 to the accompanying
consolidated financial statements.
Cost of Sales. Cost of sales increased $54.4 million, or 10.1% to $592.0 million
in fiscal 1999 from $537.6 million in fiscal 1998, primarily reflecting the
increase in net sales discussed above. As a percentage of net sales, cost of
sales increased slightly to 88.4% from 88.2%, which in turn decreased the
Company's gross profit percentage to 11.6% from 11.8%. The Company's margins
were negatively impacted by fluctuating commodity markets during the second half
of 1999, the effects of which the Company was unable to fully recover through
increased prices to customers, on such staples as onions, melons and bananas as
well as the unavailability of citrus product associated with the winter freeze
in 1999.
Selling, general and administrative expenses. SG&A expenses increased by $14.9
million, or 28.7% to $66.8 million in fiscal 1999 from $51.9 million in fiscal
1998. The increase was primarily due to $14.9 million of SG&A expenses related
to acquisitions made during or subsequent to the third quarter of 1998.
Bad debt expense. The Company's provision for bad debt increased $4.8 million to
$6.0 million in fiscal 1999 from $1.2 million in fiscal 1998. In fiscal 1999,
the Company recorded an additional provision for bad debt of $1.9 million
related to certain past due balances at seven of its divested food service
operations for which management determined further collection efforts would not
be successful. The Company also recorded $2.1 million principally related to
certain distribution agreements under which the Company did not fully recover
amounts associated with terminated business arrangements. The remaining increase
was primarily due to the downturn in the industry, which occurred in late 1999.
Depreciation and amortization. Depreciation and amortization increased $2.2
million, or 56.6% to $6.2 million in fiscal 1999 from $4.0 million fiscal 1998.
The increase was primarily due to goodwill amortization related to acquisitions
made subsequent to or during the latter part of fiscal 1998 and increased
depreciation related to the Company's computer system that was implemented in
its core operations in October 1998.
Disposition costs and impairment of long-lived assets. During 1999, the
Company's management implemented a program to improve its cost structure,
streamline operations and divest under-performing assets. As a result, in 1999
the Company decided to close or sell several of its under-performing food
service operations and a wholesale market operation. These operations were
located in Los Angeles and San Francisco California; Orlando, Florida; Atlanta,
Georgia; Baton Rouge, Louisiana and Austin and San Antonio, Texas. The food
service operations in Orlando, Los Angeles and Atlanta were closed during the
third quarter of 1999, while the San Antonio and San Francisco operations were
closed in October 1999. The Austin and Baton Rouge food service operations were
sold in November 1999. The Company's Los Angeles market operation was closed in
February 2000. As a result of the above transactions, the Company recorded
goodwill impairment of $10.6 million, recorded impairment charges to reduce the
carrying value or incurred losses on the sale of property and
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equipment of $1.0 million and incurred closure costs (consisting primarily of
lease commitments and severance costs) of $2.0 million.
Transaction costs. On May 3, 1999, the Company and FreshPoint Holdings entered
into a definitive merger agreement pursuant to which FreshPoint would have
merged with and into the Company. The transaction was to be accounted for as a
reverse acquisition with FreshPoint as the accounting acquirer. Effective
October 1999, the merger agreement was terminated by the Company and FreshPoint.
During fiscal 1999, the Company recorded merger-related expenses of $3.9
million, which consisted primarily of investment banking fees, legal and
professional fees, severance costs and stay-to-close incentives associated with
planned reductions in work force. Fiscal 1998 included $1.4 million in
transaction costs related to the acquisition of OTF.
Settlements of lawsuits. In fiscal 1999, the Company settled a lawsuit for
$600,000 including legal costs. The lawsuit involved a dispute over the
Company's alleged improper solicitation of employees while starting up a new
business in 1998. Additionally, the Company settled two lawsuits with former
employees for $200,000.
Operating income (loss). As a result of the foregoing factors, the Company
incurred an operating loss of $19.3 million in fiscal 2000 compared to operating
income of $13.4 million in fiscal 1999.
Other income (expense). Interest expense increased $2.8 million to $5.8 million
in fiscal 1999 from $3.0 million in fiscal 1998 due to increased borrowings to
help finance acquisitions that were made during the latter part of fiscal 1998
and, to a lesser extent, increased interest rates during 1999. Interest income
decreased $700,000 to $300,000 in fiscal 1999 from $1.0 million in fiscal 1998
primarily due to interest recognized by OTF in fiscal 1998 related to a settled
insurance claim that had been in dispute for several years.
Income tax expense (benefit). The effective tax rate for fiscal 1999 was 10.7%
compared to 44.8% in fiscal 1998. The difference is primarily attributable to a
valuation allowance of $4.6 million that was recorded against the Company's
deferred tax assets and the tax effect of $2.0 million related to the write-off
of non-deductible goodwill. See Note 9 to the accompanying consolidated
financial statements.
Net income (loss). As a result of the foregoing factors, the Company incurred a
net loss of $22.0 million in fiscal 1999 compared to net income of $6.2 million
in fiscal 1998.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities increased $14.8 million to $19.2 million
for fiscal 2000 compared to $4.4 million in fiscal 1999. The increase is due to
the net effect of reductions in accounts receivable of $21.6 million, inventory
of $3.8 million and accounts payable of $11.5 million, primarily due to the
decrease in the Sam's Club business upon expiration of the distribution
agreement with Sam's in October 2000.
Cash used in investing activities decreased $7.7 million to $0.7 million in
fiscal 2000 from $8.4 million in fiscal 1999. The decrease is primarily
attributable to the change in strategy to focus on existing successful
businesses and completion of expenditures in 1999 related to the Company's
implementation of its SAP information system.
Cash used in financing activities was $16.4 million in 2000 as compared to cash
provided by financing activities in 1999 of $6.0 million. This decrease of $22.4
million was primarily due to reductions in the outstanding balance of the
Company's senior credit facility and the retirement of certain short-term debt
that were partially offset by proceeds from the issuance of preferred stock and
warrants.
On December 29, 2000 the Company had working capital of $2.6 million compared to
working capital of $12.2 million at December 31, 1999. This decrease of $9.6
million is primarily due to decreases in accounts receivable and inventories
offset by a decrease in accounts payable, all associated with the termination of
the Sam's agreement, which substantially decreased the scope of operations.
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16
Management believes that the combination of the effects of the financial
restructure completed in September 2001, cash generated from ongoing operating
activities, and the realization of recent reductions in corporate overhead
expenses will enable the Company to meet its obligations as they come due during
the 12-month period subsequent to December 29, 2000. As discussed under the
caption "Financial Restructuring", the Company is currently negotiating with
another lender and intends to arrange a new senior debt facility to replace its
current term note that matures in January 2002.
Subsequent to closing the financial restructuring in September 2001, as
discussed herein, the Company has $7.4 million of debt, consisting primarily of
a senior term note and redeemable preferred stock with redemption value of $7.7
million. If the Company is unable to generate sufficient cash flow to service
such debt or preferred stock or refinance the senior term debt when it matures
in January 2002, the Company may have to reduce or divest certain operations,
restructure its preferred stock or seek additional equity capital. There can be
no assurance that the Company will be able to generate sufficient cash flow or
raise additional debt or equity capital on satisfactory terms in order to
refinance its senior term debt and expand its business. Changes in interest
rates, market liquidity, stock prices and general market conditions may affect
the Company's ability to raise funds or refinance senior term debt. The
Company's ability to make scheduled payments with respect to indebtedness and
preferred stock and refinance our debt will depend upon, among other things: the
Company's ability to sustain cash flow, produce commodity pricing, and the
Company's ability to implement its business strategy.
FINANCIAL RESTRUCTURING
Throughout its operational restructuring during the past two years, the Company
has pursued various financing opportunities in an effort to restructure its
debt. In September 2001, the Company completed a financial restructure whereby
The North Texas Opportunity Fund LP, ("NTOF") purchased 8% Series D redeemable
cumulative preferred stock and warrants exercisable for 84,100,980 shares of our
common stock, which is approximately 50% of the Company's fully-diluted common
stock, for cash proceeds of $5 million. In connection with the NTOF investment
in the Company, John Hancock Life Insurance Company, John Hancock Variable Life
Insurance Company, Investors Partner Life Insurance, Signature 1A (Cayman), Ltd.
and Signature 3 Limited (collectively, the "Subordinated Lender") exchanged $20
million of subordinated debt, warrants to purchase 576,134 shares of common
stock, $5 million of 10% redeemable cumulative preferred stock and all accrued
interest and dividends for $2.7 million of 8% Series D redeemable cumulative
preferred stock and warrants exercisable for 45,414,529 shares of our common
stock, which is approximately 27% of the Company's fully-diluted common stock.
Bank Debt. In conjunction with this restructure, Bank of America, N.A. (the
"Senior Lender") agreed to a payment schedule which will reduce the Company's
indebtedness to the Senior Lender from $5.3 million, which was owed at the time
of closing of the NTOF transaction, to $3.8 million by year-end 2001. The
indebtedness, previously a revolving credit facility, was converted to a term
note with a maturity of the remaining balance in January 2002. The Company is
working to refinance the term debt prior to its maturity. There can be no
assurance that the Company will be able to replace its Senior Lender as
anticipated or extend its term note beyond January 2002, if that becomes
necessary.
Subordinated Debt. Prior to the restructure in September 2001, the Company had
$20 million of subordinated debt owing to the Subordinated Lender. Additionally
in April 2000, the Company issued to the Subordinated Lender $5 million (50,000
shares) of the Company's 12% redeemable cumulative preferred stock. The Company
was not in compliance with certain covenants under the terms of its agreements
with the Subordinated Lender at December 29, 2000. Cumulative preferred
dividends accrued as of December 29, 200 totaled $0.3 million or $6.04 per share
of preferred stock. The preferred stock, the subordinated debt owing to the
Subordinated Lender and the accrued but unpaid interest and dividends thereon
were converted to new issues of the Company's preferred stock as part of the
restructure discussed above.
Prior to its sale in March 2001, OTF had a demand agreement with Royal Bank of
Canada to provide revolving credit facilities, which were collateralized by
substantially all assets of OTF. The Canadian Revolver had an
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outstanding balance of CDN $5.6 million (U.S. $3.8 million) as of December 29,
2000. This outstanding balance was fully retired in March 2001 in conjunction
with the sale of OTF's operating assets.
Acquisitions. In July 2000, the Company entered into an agreement amending the
stock purchase agreement related to the Company's November 1998 acquisition of
Perricone Citrus Company. As part of the amended agreement, unsecured promissory
notes owed by the Company totaling $3.5 million and the accrued and unpaid
interest therein were restructured whereby, the Company agreed to the following:
payments totaling $100,000 upon execution of the amended agreement; lump-sum
payments of $350,000 and $150,000 on January 1, 2002 and July 1, 2002,
respectively; and 24 monthly installment payments of $37,500 totaling $900,000.
The installment and lump-sum payments accrue interest at 10% per annum. However,
all accrued interest will be forgiven if scheduled principal payments are made
timely. Additionally, the Company issued the noteholders 300,000 warrants to
purchase common shares of the Company at an exercise price of $2.50 per share.
The warrants are exercisable for a duration of seven years. The issuances of
these securities was exempt from registration under the Securities Act under
Regulation D. The restructuring of the promissory notes and related accrued
interest resulted in an extraordinary gain to the Company of $1.9 million in the
third quarter of 2000.
Under the terms of the purchase agreement for Jos. Notarianni & Co.
("Notarianni"), a portion of the purchase price is contingent upon Notarianni's
earnings subsequent to its acquisitions. The contingent payment for Notarianni
will be equal to 1.4 times Notarianni's average annual pretax earnings over a
three-year period from October 3, 1998 to October 3, 2001. Any contingent
payment is payable in cash or common stock at the Company's sole discretion. As
of December 2000, no amounts were owed in relation to the Notarianni
acquisition.
The Company's purchase agreement with Hereford Haven Inc. d/b/a Martin Bros.
("Martin Bros.") also contains a contingent payment component in the purchase
price. The Martin Bros. contingent payment is equal to 4 times the average
annual pretax earnings for the three-year period from January 3, 1998 to January
3, 2001. The total contingent payment was $5.0 million at December 29, 2000. The
payment was due March 31, 2001 and was payable in either cash, common stock or a
combination of cash and common stock to the extent of 75% at the Company's
option and 25% at the selling shareholder's option.
In satisfaction of 75% of the contingent payment, in April 2001, the Company
issued 3,166,694 shares of its common stock to Larry Martin, the former owner of
Martin Bros. The issuance of these securities to Mr. Martin was exempt from
registration under the Securities Act under Regulation D. At the time of
issuance, the shares represented a 38% ownership interest in the Company. These
shares were valued at $1.17 per share, the market value of the Company's common
stock at the time of the transaction. The remaining $1.2 million of contingent
consideration remained a financial obligation of the Company and was
restructured as part of the financial restructuring discussed above. It is
payable in cash subject to the approval of the Company's Senior Lender. This
payment has been extended and is now due and payable in January 2002.
Equipment Financing. The Company is party to a master lease agreement with
SunTrust Bank that has been used to provide equipment financing for several of
the Company's operating units. The Company was not in compliance with certain
financial covenants under the terms of the lease at December 29, 2000 and
received waivers for noncompliance through January 2, 2002. The Company is
currently renegotiating the financial covenants of this agreement and
anticipates this agreement will be revised prior to the expiration of the waiver
in January 2002. The lease agreement provides that future lease payments can be
accelerated in the event of default. There can be no assurance that the Company
will be in compliance with such covenants subsequent to the waiver period or
will be successful in renegotiating the covenants.
NEW ACCOUNTING STANDARDS
The Company has assessed the reporting and disclosure requirements of Statement
of Financial Accounting Standard ("SFAS") No. 133, "Accounting For Derivative
Instruments and Hedging Activities". This statement, as amended, establishes
accounting and reporting standards for derivative instruments and hedging
activities and will require the Company to recognize all derivatives on its
balance sheet at fair value. If the derivative is a
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hedge, depending on the nature of the hedge, changes in the fair value of the
derivatives will either be offset against the change in fair value of the hedged
item through earnings, or recognized in other comprehensive income until the
hedged item is recognized in earnings. The provisions of SFAS No. 133 were
adopted in the first quarter of fiscal 2001, and since the Company is not party
to any derivative contracts, adoption of this statement did not have any effect
on the Company's results of operations or financial position.
In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.
141 "Business Combinations" and SFAS No. 142 "Goodwill and Other Intangible
Assets". SFAS No. 141 requires that all business combinations initiated after
June 30, 2001 be accounted for under the purchase method and SFAS No. 142
requires that goodwill no longer be amortized to earnings, but instead be
reviewed for impairment. The provisions of SFAS No. 142 will be effective for
fiscal years beginning after December 15, 2001. Also, the FASB has voted to
issue SFAS No. 143 "Accounting for Asset Retirement Obligations" which
establishes requirements for the accounting of removal-type costs associated
with asset retirements. SFAS No.143 is effective for fiscal years beginning
after June 15, 2002, with earlier application encouraged. The Company is
currently assessing the impact of these standards on its financial statements.
QUARTERLY RESULTS AND SEASONALITY
The Company's business is somewhat seasonal, with its greatest quarterly sales
volume historically occurring in the fourth quarter. With the change in the
current mix of business resulting from the Company's divestitures of certain
specialty food service operations, the termination of the Sam's agreement in
October 2000 and the increasing effect of global sourcing, the Company believes
seasonal fluctuations may diminish in future years. 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 lower sales of these items are partially replaced by more seasonal
products such as peaches, plums, nectarines, strawberries and melons. Sales of
refrigerated, prepackaged products, such as vegetable trays, are strongest
during the fourth quarter holiday season.
In any given quarter, an adverse development such as the unavailability of high
quality produce or harsh weather conditions could have a disproportionate impact
on the Company's results of operations for the full year. See Note 13 to the
accompanying financial statements for certain quarterly information for the
Company's two most recent fiscal years.
INFLATION
Although the Company cannot determine the precise effects of inflation,
management does not believe inflation has had a material effect on its sales or
results of operations. However, independent of normal inflationary pressures,
the Company's produce products are subject to fluctuating prices which result
from factors discussed in "Quarterly Results and Seasonality" above.
OUTLOOK AND UNCERTAINTIES
This Annual Report and the information incorporated by reference in this Annual
Report contain forward-looking statements. Statements that are not historical
facts, including statements about Fresh America's beliefs or expectations, are
forward-looking statements. These statements are based on plans, estimates and
projections at the time we make the statements, and you should not place undue
reliance on them. In some cases, you can identify forward-looking statements by
terminology such as "may," "will," "should," "expects," "anticipates," "plans,"
"believes," "estimates," "predicts," "potential" or "continue" or the negative
of such terms and other comparable terminology. These statements are only
predictions. Actual events or results may differ materially. In evaluating these
statements, you should specifically consider various factors, including the
risks outlined below. These factors may cause our actual results to differ
materially from those expressed in forward-looking statements made or
incorporated by reference in this Annual Report, or in any other SEC filings or
public statements we may make.
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The Company is subject to a number of risks, including those discussed below:
Our Debt Leverage Could Adversely Affect Our Business. The degree to which we
are leveraged could have adverse consequences, such as:
o limiting or impairing our ability to obtain refinancing for
our senior term debt at favorable rates;
o limiting or impairing our ability to obtain additional
financing in the future for working capital, capital
expenditures or general corporate purposes;
o requiring us to dedicate a portion of our cash flow to the
payment of principal and interest on our indebtedness and
dividends on our preferred stock, which reduces the
availability of cash flow to fund working capital, capital
expenditures and growth opportunities; and
o increasing our vulnerability to economic downturns, limiting
our ability to withstand competitive pressures and reducing
our flexibility in responding to changing business and
economic conditions.
As of September 5, 2001, we have $7.4 million of debt, consisting primarily of
our senior term note, and redeemable preferred stock with redemption value of
$7.7 million.
We Will Require a Significant Amount of Cash to Service Our Debt and Preferred
Stock Over the Next Twelve Months and Beyond; Our Ability to Generate Cash
Depends on Many Factors Beyond Our Control. If we are unable to generate
sufficient cash flow to service our debt or preferred stock or refinance our
senior term debt when it matures in January 2002, we may have to reduce or
divest certain operations, restructure our preferred stock or seek additional
equity capital. There can be no assurance that we will be able to generate
sufficient cash flow or raise additional debt or equity capital on satisfactory
terms in order to refinance our senior term debt and expand our business.
Changes in interest rates, market liquidity, stock prices and general market
conditions may all affect our ability to raise funds or refinance our senior
term debt.
Our ability to make scheduled payments with respect to indebtedness and
preferred stock and refinance our debt will depend upon, among other things:
o our ability to sustain cash flow;
o produce commodity pricing;
o our ability to implement our business strategy.
Each of these factors is affected by economic, financial, competitive
and other factors, many of which are beyond our control.
Our Efforts To Implement Our Business Strategy May Fail. Our management has
stated its intention to expand and diversify our customer base, market
penetration and service offerings. This strategy poses risks associated with our
ability to reduce costs, reach targeted customers, increase sales in higher
margin products and increase product distribution through high-volume
warehouses. These challenges will be subject to the risk of intense competition,
lack of sufficient customer demand or change in customer tastes, inadequate
assured sources of quality product supply and unforeseen complications, delays
and cost increases. Some of our prior acquisitions were not successfully
integrated into our business and there can be no assurance that we will succeed
in implementing our business strategy.
Our Debt and Preferred Stock Covenants Restrict Our Operating Flexibility. A
breach of the covenants in our senior secured term debt could result in a
default, in which event, the bank could elect to declare the outstanding
principal amount or our term note to be immediately due and payable. Our
agreements with our preferred stockholders also contain various restrictions,
which if not complied with could cause our preferred stockholders
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to have a put right on their preferred stock at $100.00 per share plus accrued
and unpaid dividends. The terms and conditions of our senior secured term note
and agreements with our preferred stockholders impose restrictions that affect,
among other things, our ability to incur debt, make capital expenditures, merge,
sell assets, make distributions, or create or incur liens. Our ability to comply
with these requirements can be affected by events beyond our control and there
can be no assurance that we will be able to comply with the provisions of the
credit agreement or the agreements with our preferred stockholders.
Price and Quality Fluctuations Could Adversely Affect Our Operating Income.
Prices of high quality fresh produce are extremely volatile based on available
supply, which can be significantly affected by factors such as weather, disease
and level of agricultural production. Both our sales and profitability could be
negatively affected during periods of exceptionally high, low or volatile prices
or when we cannot obtain sufficient high quality produce. During periods of
lower produce prices, our operating income is adversely affected because we have
less gross margin to cover operating expenses.
We Operate in Highly Competitive Markets. Due to the commodity nature of certain
of our products, we operate in highly competitive markets, and our success will
be largely dependent on our ability to provide quality products at the lowest
possible prices. Many companies compete in the food service produce distribution
and wholesale food distribution categories. However, only a few well-established
companies operate on both a national and regional basis. We face strong
competition from these as well as smaller regional companies in all of our
product lines. There can be no assurance that we will be able to compete
successfully with current or future competitors. Competitive considerations
include:
o some competitors may have substantially greater financial
resources and operating flexibility to react to changes in the
marketplace;
o some of our products compete with imports and private label
products and are sensitive to competition from regional
brands; and
o we cannot predict the pricing or promotional actions of our
competitors and if we do not respond to reduced pricing or
discounts or if we raise prices, we could lose market share.
Severe Weather Conditions and Natural Disasters Can Affect the Availability of
Produce and Reduce Our Operating Results. Severe weather conditions and natural
disasters, such as floods, droughts, frosts, earthquakes or pestilence, may
affect the supply of our products. These events can result in reduced supplies
of fresh produce and higher costs of products.
Our Operating Results Are Seasonal. Interference With Our Production Schedule
During Peak Months Could Negatively Impact Our Operating Results. Our working
capital requirements are seasonal and are most significant in the second and
fourth quarters. Our sales tend to peak in the fourth fiscal quarter each year,
mainly as a result of the holiday period in November and December. By contrast,
in the third fiscal quarter of each year, sales generally decline, mainly due to
less promotional activity and the availability of fresh produce. Any adverse
development affecting our operations during this period, such as the
unavailability of high quality produce or harsh weather conditions, could have a
disproportionate impact on our results of operations for the full year.
Our Common Stock Has Recently Experienced Reduced Liquidity and Market Coverage.
Our common stock has been delisted from the Nasdaq National Market and is
currently traded on the Pink Sheets stock market. There has been less trading
activity in our common stock as a result of this move. Also, our common stock is
currently suffering from a lack of coverage by investment professionals.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Exchange Risk. Our Canadian operations were subject to foreign currency
risk; however, we have not experienced any material foreign currency transaction
gains or losses during the last three fiscal years. Foreign currency translation
adjustments are recorded to our consolidated shareholders' equity in accumulated
comprehensive income. We manage foreign currency risk by maintaining portfolios
of currency denomination in the currency for which it is required to make
payment. As of March 2001, the Company no longer conducts business in Canada.
Interest Rate Risk. Our senior term debt accrues interest at a market rate at
the time of borrowing plus an applicable margin on certain borrowings. The
interest rate is based on the lending bank's prime rate. The impact on the
Company's results of operations of a one-percentage point interest rate change
on the outstanding balance of the variable rate debt as of December 29, 2000
would be approximately $124,000.
Commodity Pricing Risk. For reasons discussed previously, prices of high quality
produce can be extremely volatile. In order to reduce the impact of these
factors, we generally set our prices based on current delivered cost.
ITEM 8. FINANCIAL STATEMENT AND SUPPLEMENTARY DATA.
Index to Consolidated Financial Statements and Financial Statement Schedules.
Page
----
Independent Auditors' Report F-2
Consolidated Balance Sheets as of December 29, 2000 and December 31, 1999 F-3
Consolidated Statements of Operations for fiscal years ended December 29, 2000, December 31,
1999 and January 1, 1999 F-4
Consolidated Statements of Shareholders' Equity for fiscal years ended December 29, 2000,
December 31, 1999 and January 1, 1999 F-5 Consolidated Statements of Cash Flows
for fiscal years ended December 29, 2000, December 31, 1999 and January 1, 1999 F-6
Notes to Consolidated Financial Statements F-7
Financial Statement schedules are omitted because they are not applicable or the
required information is shown in the consolidated financial statements or
related notes.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not Applicable
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The following table sets forth certain information concerning the executive
officers and directors of the Company as of September 4, 2001.
NAME AGE POSITION WITH THE COMPANY
---- --- -------------------------
Darren L. Miles 42 Chief Executive Officer
Gary D. Wiener 49 Executive Vice President and Chief Operating Officer
Steven C. Finberg 32 Vice President of Sales and Marketing
Cheryl A. Taylor 33 Executive Vice President, Chief Financial Officer, and Secretary
Helen Mihas 35 Vice President, Treasurer, Controller and Assistant Secretary
Colon O. Washburn 56 Director
Mark Gier 40 Director
Keith McKinney 58 Director
Darren L. Miles. In August 2001, Mr. Miles was appointed CEO of the Company.
From 1983 to 1995, Mr. Miles was Chief Financial Officer, Executive Vice
President, and a principle of a privately-held wholesale/retail distribution
company, Hutson Companies Inc. From 1995 to 1998, He was Chief Financial Officer
and Executive Vice President for a commodity distribution company, ACS
Incorporated, and from 1998 until 2001 he has been active with Lewis
Hollingsworth, a private equity business.
Gary D. Wiener. Mr. Wiener joined the Company in 1993. In March 2000, Mr. Wiener
was appointed Executive Vice President and Chief Operating Officer. From 1996 to
1999, Mr. Wiener served as the Corporate Vice President of Operations. Mr.
Wiener served the Company in many capacities between 1993 and 1995, including
Regional Director of Operations.
Steven C. Finberg. In October 1999, Mr. Finberg was promoted to Vice President
of Sales and Marketing. Previously, Mr. Finberg had been the Director of
Merchandising since 1997. From 1989 to 1997, Mr. Finberg had a variety of upper
management and executive roles within the Company including Regional Director of
Operations.
Cheryl A. Taylor. Ms. Taylor serves the Company as its Chief Financial Officer,
Executive Vice President and Secretary. Ms. Taylor joined the Company in April
2001. From 1994 until joining the Company, Ms. Taylor was employed by The Great
Train Store Company a nation-wide specialty retailer. Since 1996, Ms. Taylor
served The Great Train Stores as its Chief Financial Officer and Vice
President-Finance and Administration. From 1989 to 1994, Ms. Taylor served as a
certified public accountant with Coopers & Lybrand LLP, an international
accounting and auditing firm.
Helen Mihas. In April 2001, Ms. Mihas was promoted to Controller, Vice President
and Assistant Secretary. She had been with the Company since March 2000 as its
Assistant Controller. From 1993 until 2000, Ms. Mihas was employed by Columbia
and Tenet Healthcare Corporations, two major national healthcare corporations,
in various financial positions. From 1988 to 1993, Ms. Mihas held an accounting
position at McNeil Real Estate Management.
Colon O. Washburn. In conjunction with the closing of the financing with NTOF,
Mr. Washburn resigned his position as CEO and President of the Company. Mr.
Washburn is continuing with the Company as Director and advisor to management.
In October 1999, Mr. Washburn was appointed CEO of the Company. Mr. Washburn has
been a director of the Company since July 1993. From 1971 until January 1993,
Mr. Washburn was employed by Wal-Mart Stores, Inc. ("Wal-Mart"), where he served
most recently as Executive Vice President of Sam's Wholesale Club, a division of
Wal-Mart, and also as Senior Vice President of Wal-Mart. Since February 1993,
Mr. Washburn has been President of Beau Chene Farms, a real estate development
company. Additionally, Mr. Washburn serves as a director of Tandycrafts, Inc.
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Mark R. Gier. In April 2001, Mr. Gier became a Director of the Company. Mr. Gier
formed Diversified Management Services, LLC in November 2000. Mr. Gier is also a
faculty member of The Refrigeration Research and Education Foundation annual
institute and served as a former Chairman of the Finance and Administration,
Investments, and Insurance Committees of the World Food Logistics Organization
from 1993 to 1998. Upon the closing of the NTOF transaction, Mr. Gier tendered
his resignation from the Board. Such resignation will be accepted by the Company
upon the satisfaction of any requirements of Section 14(f) of the Securities
Exchange Act of 1934, as amended.
Keith McKinney. In April 2001, Mr. McKinney became a Director of the Company.
Mr. McKinney is a private investor who retired in 1992 as President, CEO and
Vice Chairman of Intertrans Corporation, a public, international transportation
and logistics company. Prior to co-founding Intertrans in 1978, Mr. McKinney
held several positions with Circle International, a public international freight
forwarder, customs broker and logistics company and with Texas Instruments in
various capacities, including International Traffic Manager. Upon the closing of
the NTOF transaction, Mr. McKinney tendered his resignation from the Board. Such
resignation will be accepted by the Company upon the satisfaction of any
requirements of Section 14(f) of the Securities Exchange Act of 1934, as
amended.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's executive officers and directors and persons who own more than ten
percent (10%) of a registered class of the Company's equity securities
(collectively, the "Reporting Persons") to file reports of ownership and changes
in ownership with the Securities and Exchange Commission and to furnish the
Company with copies of these reports. The Company believes that all filings
required to be made by the Reporting Persons during the fiscal year end December
29, 2000 were made on a timely basis.
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ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth certain information regarding compensation paid
during each of the last three fiscal years to the Company's Chief Executive
Officer and each of the Company's other executive officers (the "named executive
officers").
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION SHARES
NAME AND --------------------------------- UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS OTHER OPTIONS COMPENSATION(1)
------------------ ---- ------ ------- ------- ------------ ---------------
Colon O. Washburn(2) 2000 240,000 -- -- 60,000 2,215
Chief Executive Officer, Chairman 1999 56,308 -- 4,940 5,000 --
of the Board and President 1998 -- -- -- -- --
Gary D. Wiener 2000 138,051 -- -- 25,000 2,233
Executive Vice President and 1999 113,473 -- -- -- --
Chief Operating Officer 1998 112,936 5,000 -- -- 1,949
Steven C. Finberg 2000 113,424 -- -- 20,000 3,201
Vice President of Sales 1999 96,750 11,500 -- -- 4,191
and Marketing 1998 91,731 -- -- -- 3,461
David I. Sheinfeld(3) 2000 264,231 25,000 318,571(4) 60,000 5,796
Chairman of the 1999 298,819 50,000 -- -- 4,800
Board and President 1998 250,230 90,000 -- -- 4,750
John H. Gray(5) 2000 175,000 -- -- -- 4,586
Executive Vice President, Chief 1999 165,000 -- -- -- 1,333
Financial Officer and Secretary 1998 33,635 5,000 -- -- --
Michael J. Hinson(6) 2000 99,230 15,000 -- 12,000 1,385
Vice President, Treasurer 1999 -- -- -- -- --
Controller, & Asst Sec 1998 -- -- -- -- --
(1) These amounts consist of contributions by the Company to a 401(k) plan
on behalf of the named executive.
(2) Effective October 1999, Mr. Washburn was appointed CEO of the Company.
Mr. Washburn's annual base compensation was $240,000. Effective August
2001, Mr. Washburn resigned his position as Chief Executive Officer and
Darren Miles became Chief Executive Officer.
(3) Effective November 2000, Mr. Sheinfeld resigned his position as
Chairman of the Board of Directors, his directorship and as employee of
the Company.
(4) Amount includes $51,648 related to severance and $266,923 of
compensation under a consulting agreement.
(5) Effective May 2001, Mr. Gray resigned as Executive Vice President,
Chief Financial Officer, and Secretary. Effective April 2001, Cheryl
Taylor became Executive Vice President, Chief Financial Officer, and
Secretary.
(6) Effective April 2001, Mr. Hinson resigned as Vice President,
Controller, and Assistant Secretary. Effective April 2001, Helen Mihas
became Vice President, Controller, and Assistant Secretary.
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OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information concerning options to
purchase Common Stock issued to the named executive officers during the 2000
fiscal year under the 1996 Fresh America Corp. Stock Option and Award Plan as
Amended and Restated Effective May 22, 1998.
POTENTIAL REALIZABLE VALUE
NUMBER OF PERCENT OF AT ASSUMED ANNUAL RATE OF
SECURITIES TOTAL OPTIONS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO FOR OPTION TERM(a)
OPTIONS EMPLOYEES EXERCISE EXPIRATION --------------------------
NAME GRANTED IN 2000 PRICE DATE 5% 10%
------------------ ---------- ------------- -------- ---------- ---------- -----------
Gary D. Wiener 25,000 6.3% $2.00 6/2/2010 $31,445 $79,687
Steven C. Finberg 20,000 5.0% $2.00 6/2/2010 $25,156 $63,750
(a) The "Potential Realizable Value" portion of the table
illustrates value that might be realized upon the exercise of
the options immediately prior to the expiration of their term,
assuming the specified compounded rates of appreciation of the
Common Stock over the term of the options.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
There were no options exercised by the named executive officers during the 2000
fiscal year.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the 2000 fiscal year, the Compensation Committee of the Board of
Directors consisted of Sheldon Stein and Mr. Washburn; however, Mr. Stein
resigned in September 2000. The Committee currently consists of Messrs. McKinney
and Gier. Mr. Washburn became the Company's CEO in October 1999, and continued
to serve on the Compensation Committee until April 2001, when Messrs. McKinney
and Gier were appointed to the Compensation Committee.
COMPENSATION COMMITTEE'S REPORT
ON EXECUTIVE COMPENSATION
The Compensation Committee was formed in April 1994 in anticipation of the
Company's initial public offering. Prior to the establishment of the
Compensation Committee, the entire Board of Directors was responsible for
determining executive compensation. Since its formation, the Compensation
Committee has been responsible for recommending bonuses and any increase in base
salaries for the Company's executive officers.
The Compensation Committee believes that, in order for the Company to succeed,
it must be able to attract and retain qualified executive officers. In
determining the type and amount of executive officer compensation, the
objectives of the Compensation Committee are to provide levels of base
compensation, bonuses and long-term incentives (in the form of stock options or
other plans) that will attract and retain talented executive officers and align
their interests with the success of the Company. The Company's executive officer
compensation program currently is comprised of base salary, bonus plan,
long-term incentive compensation (in the form of stock options) and various
benefits generally available to employees of the Company (such as health and
disability insurance). Under the supervision of the Compensation Committee and
the Board of Directors, the Company has developed and implemented compensation
policies, plans and programs that seek to enhance the profitability of the
Company and increase shareholder value.
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BASE SALARIES
The Company's policy is to maintain base salaries competitive with salaries paid
to similarly situated executive officers of companies of similar size in
comparable industries. Although neither the Board of Directors nor the
Compensation Committee has conducted a formal review of base salaries paid to
similarly situated executive officers, the Company believes that the base
salaries payable to its executive officers are comparable to those paid by
similar companies located in the Company's geographical area and engaged in
industries comparable to the Company's. The Compensation Committee anticipates
that adjustments to base compensation will generally be made based upon assigned
responsibility and performance and successful attainment of specific goals and
objectives of the Company and individual employees.
BONUSES
Year-end cash bonuses are designed to motivate the Company's executive officers
to achieve specific annual financial goals and to achieve favorable returns for
the Company's shareholders. At the end of each fiscal year, the Compensation
Committee will assess each executive's contributions to the Company as well as
the degree to which specific annual financial, strategic, and operating
objectives were met by the Company.
LONG-TERM INCENTIVES
Stock option grants under the Company's stock option plans form the basis of the
Company's long-term incentive compensation for executive officers and employees.
The specific objective of the Company's stock option plans is to align the
long-term interests of the Company's executive officers and employees with those
of shareholders by creating a strong link between executive pay and shareholder
returns. The Company encourages its executive officers and employees to develop
and maintain a significant, long-term stock ownership position in the Company's
Common Stock. Stock options are awarded to executive officers and employees in
order to encourage future management actions aimed at improving the Company's
sales efforts, product quality and profitability. The Company believes that
success in these endeavors will increase the value of the Company's Common Stock
for shareholders. Recipients of options will have the opportunity to share in
the increased value that results from their efforts. The Plan Administration
Committee makes specific awards of options based on an individual's ability to
impact Company-wide performance and in light of the total compensation
appropriate for the individual's position. The Compensation Committee and the
Plan Administration Committee may also consider other bonus or long-term
incentives at their discretion.
CHIEF EXECUTIVE OFFICER COMPENSATION
In approving Mr. Washburn's compensation, the Board of Directors evaluated and
compared Mr. Washburn's duties, responsibilities and performance results, and
the overall results of the Company, to industry norms to determine the minimum
level of base compensation required. The compensation committee did not
recommend a cash bonus for fiscal 2000.
In November 2000, the Company entered into a resignation agreement and contract
for services with Mr. Sheinfeld. Pursuant to the resignation agreement, both
notes totaling $300,000 in principal and all accrued interest thereon were
forgiven in full. In addition, the Company paid Mr. Sheinfeld $16,923 on
December 1, 2000 and $25,000 on January 1, 2001. The Company paid Mr. Sheinfeld
$33,333 per month for the six months of January through June 2001. The payments
decreased to $8,333 for the last six months of 2001. There are no other payments
due.
This Report is submitted by the members of the Compensation Committee of the
Board of Directors.
Colon O. Washburn
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CORPORATE PERFORMANCE GRAPH
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG FRESH AMERICA CORP.,
NASDAQ MARKET INDEX AND SIC CODE INDEX
[GRAPH]
ASSUMES $100 INVESTED ON JAN. 05, 1996
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC 29, 2000
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information believed by the Company to be
accurate based on information provided to it concerning the beneficial ownership
of Common Stock by (a) each shareholder who is known by the Company to own
beneficially in excess of 5% of the outstanding Common Stock, (b) each director,
(c) the Company's Chief Executive Officer, (d) each of the Company's other named
executive officers and (e) all executive officers and directors as a group, as
of September 4, 2001.
NUMBER OF SHARES OF
BENEFICIAL OWNER COMMON STOCK (1) PERCENT OF CLASS (2)
---------------- ------------------- --------------------
Larry Martin .................................................... 3,166,694 37.7%
David I. Sheinfeld (1)(3) ....................................... 513,697 6.0%
Colon Washburn .................................................. 122,435 1.4%
Gary D. Wiener .................................................. 10,600 *
Gruber & McBaine Capital Management (4) ......................... 727,400 8.6%
DiMare Homestead, Inc. (5) ...................................... 528,300 6.3%
All directors and executive officers
as a group (6 persons) (6) ................................. 646,732 7.5%
----------
* less than one percent
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. Except as indicated in the
footnotes to this table and subject to community property laws, where
applicable, each of the shareholders named in this table has sole
voting and investment power with respect to the shares shown as
beneficially owned.
(2) Percentages are based on the total number of shares outstanding at
September 4, 2001, plus the total number of outstanding options held by
each such person that are exercisable within 60 days of such date and
securities exchangeable into Common Stock within 60 days of such date.
Shares issuable upon exercise of outstanding options or through the
conversion of securities exchangeable into Common Stock, however, are
not deemed outstanding for purposes of computing the percentage
ownership of any other person.
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(3) Consists of 328,037 shares held of record by David I. Sheinfeld, as
trustee of the Sheinfeld Family Trust, 70,100 shares held of record by
the Sheinfeld Family Partnership, 10,023 shares held of record by Mr.
Sheinfeld and 105,537 shares subject to options issued to Mr. Sheinfeld
under the Company's stock option plans that are exercisable within 60
days. Mr. Sheinfeld's address is 42 Downs Lake Circle, Dallas, TX
75230. Mr. Sheinfeld resigned from all positions with the Company
effective November 2000.
(4) Based on information provided by Gruber & McBaine Capital Management,
LLC ("GMCM"), Jon D. Gruber ("Gruber"), J. Patterson McBaine
("McBaine"), and Thomas O. Lloyd-Butler ("Lloyd-Butler"). This group
reported that it had total ownership of 727,400 shares, and that the
voting and dispositive power among such group's members is as follows:
VOTING AND DISPOSITIVE POWER
----------------------------
NAME SOLE SHARED
---- ------- --------
GMCM -- 608,000
Gruber 72,300 608,000
McBaine 47,100 608,000
Lloyd-Butler -- 608,000
(5) Based on information set forth in Schedule 13D, dated June 8, 2000,
filed with the Securities and Exchange Commission by DiMare Homestead,
Inc. ("DiMare"), DiMare has sole voting power with regards to the
528,300 shares.
(6) Includes 206,790 shares subject to options issued to certain directors
and executive officers of the Company that are exercisable within 60
days.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company entered into a six-month consulting agreement with Mr. Thomas
Hubbard effective October 1, 1999, at which time Mr. Hubbard was a Director of
the Company. The agreement paid Mr. Hubbard $8,000 per month. The agreement
called for Mr. Hubbard to provide managerial oversight of King's Onion House, a
wholly owned subsidiary of Fresh America. The agreement was extended for an
additional twelve-month period, which ended April 1, 2001.
In December 1999, the Company made an unsecured loan in the principal amount of
$175,000 to Mr. David Sheinfeld, the former Chairman, Chief Executive Officer
and President of the Company. At such time, the Company also extended an
existing $125,000 unsecured loan made to Mr. Sheinfeld in December 1994. The
extended note and the new note were both to bear interest at the Bank of
America, N.A. prime rate and were due and payable in December 2001. These notes
were forgiven pursuant to the resignation agreements discussed in the
compensation committee's report.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORT ON FORM 8-K.
A. Documents filed as a part of this report.
1. Financial Statements.
2. Financial Statement Schedules - None.
3. Exhibits - The exhibits listed in the accompanying Exhibit Index are
filed or incorporated by reference as part of this report.
B. Reports on Form 8-K.
No reports on Form 8-K were filed during the fourth quarter of 2000,
which ended on December 29, 2000.
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FINANCIAL
STATEMENTS
F1
30
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Fresh America Corp.:
We have audited the accompanying consolidated balance sheets of Fresh America
Corp. and subsidiaries as of December 29, 2000 and December 31, 1999, and the
related consolidated statements of operations, shareholders' equity, and cash
flows for each of the years in the three-year period ended December 29, 2000.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Fresh America Corp.
and subsidiaries as of December 29, 2000 and December 31, 1999, and the results
of their operations and their cash flows for each of the years in the three-year
period ended December 29, 2000, in conformity with accounting principles
generally accepted in the United States of America.
KPMG LLP
Dallas, Texas
February 23, 2001, except as to Note 5
which is as of September 5, 2001
F2
31
FRESH AMERICA CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
DECEMBER 29, DECEMBER 31,
2000 1999
------------ ------------
ASSETS
Current Assets:
Cash and cash equivalents $ 4,880 $ 3,197
Accounts receivable, net 35,775 58,885
Advances to growers 531 3,296
Inventories 6,849 10,624
Prepaid expenses 1,138 1,618
Deferred tax asset 297 --
Income tax receivable 1,084 5,900
------------ ------------
Total Current Assets 50,554 83,520
Property and equipment, net 9,944 24,440
Goodwill, net of accumulated amortization of $3,655 and $2,491, respectively 24,843 23,497
Other assets 1,920 3,024
------------ ------------
Total Assets $ 87,261 $ 134,481
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Notes payable and current portion of long-term debt $ 13,788 $ 24,446
Accounts payable 27,785 39,277
Accrued salaries and wages 2,489 2,191
Other accrued expenses 3,902 5,360
------------ ------------
Total Current Liabilities 47,964 71,274
Long-term debt, less current portion 24,950 32,843
Deferred income taxes -- 295
Other liabilities 499 298
------------ ------------
Total Liabilities 73,413 104,710
------------ ------------
12% redeemable cumulative preferred stock $1.00 par value (50,000 shares
authorized and issued); liquidation value of $5,000 plus accrued and unpaid
dividends 4,446 --
------------ ------------
Shareholders' Equity:
Common stock $.01 par value (authorized 10,000,000 shares; issued 5,243,404
shares) 52 52
Additional paid-in capital 33,564 32,555
Foreign currency translation adjustment (469) (28)
Accumulated deficit (23,745) (2,808)
------------ ------------
Total shareholders' equity 9,402 29,771
Commitments and Contingencies
Total Liabilities and Shareholders' Equity $ 87,261 $ 134,481
============ ============
The notes to consolidated financial statements are an
integral part of these statements.
F3
32
FRESH AMERICA CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
FISCAL YEAR ENDED
------------------------------------------------
DECEMBER 29, DECEMBER 31, JANUARY 1,
2000 1999 1999
------------ ------------ ------------
Net sales $ 554,554 $ 669,875 $ 609,490
Cost of sales 496,169 591,977 537,556
------------ ------------ ------------
Gross profit 58,385 77,898 71,934
------------ ------------ ------------
Selling, general and administrative expenses 54,023 66,756 51,936
Bad debt expense 1,912 6,031 1,230
Depreciation and amortization 5,506 6,244 3,987
Disposition costs and impairment of long-lived assets 12,791 13,520 --
Transaction costs -- 3,850 1,395
Settlements of lawsuits 1,222 805 --
------------ ------------ ------------
Total operating costs and expenses 75,454 97,206 58,548
------------ ------------ ------------
Operating income (loss) (17,069) (19,308) 13,386
------------ ------------ ------------
Other income (expense):
Interest expense (5,238) (5,783) (3,048)
Interest income 374 340 1,010
Other, net (76) 130 (85)
------------ ------------ ------------
(4,940) (5,313) (2,123)
------------ ------------ ------------
Income (loss) before income taxes and extraordinary item (22,009) (24,621) 11,263
Income tax expense (benefit) 833 (2,630) 5,041
------------ ------------ ------------
Income (loss) before extraordinary item (22,842) (21,991) 6,222
Extraordinary gain on extinguishment of debt 1,905 -- --
------------ ------------ ------------
Net income (loss) $ (20,937) $ (21,991) $ 6,222
Preferred dividends and accretion 698 -- --
------------ ------------ ------------
Net income (loss) applicable to common shareholders $ (21,635) $ (21,991) $ 6,222
============ ============ ============
Basic earnings (loss) per share:
Income (loss) before extraordinary item $ (4.49) $ (4.20) $ 1.27
Extraordinary gain on extinguishment of debt .36 -- --
------------ ------------ ------------
Net income (loss) $ (4.13) $ (4.20) $ 1.27
============ ============ ============
Diluted earnings (loss) per share:
Income (loss) before extraordinary item $ (4.49) $ (4.20) $ 1.20
Extraordinary gain on extinguishment of debt .36 -- --
------------ ------------ ------------
Net income (loss) $ (4.13) $ (4.20) $ 1.20
============ ============ ============
The notes to consolidated financial statements are an
integral part of these statements.
F4
33
FRESH AMERICA CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS)
FOREIGN RETAINED
ADDITIONAL CURRENCY EARNINGS TOTAL
PAID-IN TRANSLATION (ACCUMULATED SHAREHOLDERS'
COMMON STOCK CAPITAL ADJUSTMENT DEFICIT) EQUITY
------------ ------------ ------------ ------------ ------------
Balances at January 2, 1998 $ 45 $ 16,508 $ (179) 12,961 $ 29,335
Stock issued in acquisitions 7 13,434 -- -- 13,441
Exercise of employee stock options -- 488 -- -- 488
Issuance of warrants related to subordinated
debt -- 1,242 -- -- 1,242
Net income -- -- -- 6,222 6,222
Foreign currency translation adjustments -- -- (166) -- (166)
------------ ------------ ------------ ------------ ------------
Comprehensive income 6,056
Balances at January 1, 1999 52 31,672 (345) 19,183 50,562
Stock issued in acquisitions -- 500 -- -- 500
Exercise of employee stock options -- 50 -- -- 50
Repricing of an employee's options -- 333 -- -- 333
Net loss -- -- -- (21,991) (21,991)
Foreign currency translation adjustments -- -- 317 -- 317
------------ ------------ ------------ ------------ ------------
Comprehensive loss (21,674)
------------
Balances at December 31, 1999 52 32,555 (28) (2,808) 29,771
Issuance of warrants related to preferred
stock -- 1,104 -- -- 1,104
Issuance of warrants related to restructuring
of subordinated debt -- 603 -- -- 603
Preferred dividends and accretion -- (698) -- -- (698)
Net loss -- -- -- (20,937) (20,937)
Foreign currency translation adjustment -- -- (441) -- (441)
------------ ------------ ------------ ------------ ------------
Comprehensive loss (21,378)
------------
Balances at December 29, 2000 $ 52 $ 33,564 $ (469) $ (23,745) $ 9,402
============ ============ ============ ============ ============
The notes to consolidated financial statements are an integral
part of these statements.
F5
34
FRESH AMERICA CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
FISCAL YEAR ENDED
------------------------------------------------
DECEMBER 29, DECEMBER 31, JANUARY 1,
2000 1999 1999
------------ ------------ ------------
Cash flows from operating activities:
Net income (loss) $ (20,937) $ (21,991) $ 6,222
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities, excluding the effects of
acquisitions:
Bad debt expense 1,912 6,031 1,230
Extraordinary gain on extinguishment of debt (1,905) -- --
Depreciation and amortization 5,506 6,244 3,987
Impairment of long-lived assets 12,791 11,529 --
Non-cash transaction costs -- 340 519
Non-cash interest expense -- 548 354
Deferred income taxes (592) (437) 655
Other 837 148 (28)
Change in assets and liabilities:
Accounts receivable 21,557 17,054 (18,491)
Advances to growers 2,145 (1,056) (1,175)
Inventories 3,775 1,047 (1,576)
Prepaid expenses 480 343 1,343
Income tax receivable and other assets 5,721 (5,852) (244)
Accounts payable (11,492) (13,428) 13,508
Accrued expenses and other current liabilities (588) 3,833 (4,699)
------------ ------------ ------------
Total adjustments 40,147 26,344 (4,617)
------------ ------------ ------------
Net cash provided by operating activities 19,210 4,353 1,605
------------ ------------ ------------
Cash flows from investing activities:
Additions to property and equipment (1,491) (6,731) (6,118)
Cost of acquisitions, exclusive of cash acquired -- (2,644) (17,176)
Proceeds from sale of property and equipment 788 1,007 --
------------ ------------ ------------
Net cash used in investing activities (703) (8,368) (23,294)
------------ ------------ ------------
Cash flows from financing activities:
Proceeds from Canadian revolving line of credit 40,826 89,079 124,572
Repayments of Canadian revolving line of credit (46,157) (79,460) (117,777)
Proceeds from short term indebtedness 2 22 5,449
Payments of short term indebtedness (15,303) (3,481) (11,808)
Proceeds from shareholder loans 13 -- --
Additions to long-term indebtedness -- 748 20,017
Payments of long-term indebtedness (458) (982) (703)
Proceeds from issuance of preferred stock and warrants 5,000 -- --
Payment of dividend income (307) -- --
Net proceeds from exercise of employee stock options -- 50 498
------------ ------------ ------------
Net cash provided by (used in) financing activities (16,384) 5,976 20,248
------------ ------------ ------------
Effect of exchange rate changes on cash (440) 65 (113)
Net increase (decrease) in cash and cash equivalents 1,683 2,026 (1,554)
Cash and cash equivalents at beginning of year 3,197 1,171 2,725
------------ ------------ ------------
Cash and cash equivalents at end of year $ 4,880 $ 3,197 $ 1,171
============ ============ ============
Supplemental disclosures of cash flow information:
Cash paid for interest $ 4,380 $ 5,418 $ 1,753
Cash paid for income taxes $ 1,660 $ 3,809 $ 5,420
The notes to consolidated financial statements are an integral
part of these statements.
F6
35
FRESH AMERICA CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 29, 2000 AND DECEMBER 31, 1999
NOTE 1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION AND CONSOLIDATION
Fresh America Corp. and subsidiaries ("Fresh America", or the "Company")
provides procurement, processing, re-packing, warehousing and distribution
services of fresh produce and other refrigerated products for a wide variety of
customers in the retail, food service and food distribution businesses. The
Company was founded in 1989 and distributes throughout the United States and
Canada through 9 distribution facilities.
The Company's fiscal year is a 52-week or 53-week period ending on the Friday
closest to the calendar year end. The fiscal years ended December 29, 2000
(fiscal 2000), December 31, 1999 (fiscal 1999), January 1, 1999 (fiscal 1998)
were 52-week periods. The consolidated financial statements include the accounts
of Fresh America Corp. and its subsidiaries. All significant intercompany
balances and transactions have been eliminated in consolidation.
CASH AND CASH EQUIVALENTS
For purposes of the statements of cash flows, the Company considers all highly
liquid investments with original maturities of less than three months to be cash
equivalents.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company defines the fair value of a financial instrument as the amount at
which the instrument could be exchanged in a current transaction between willing
parties. Financial instruments included in the Company's financial statements
include cash and cash equivalents, accounts receivable, notes receivable from
shareholders, other assets, accounts payable and other current liabilities,
notes payable and long-term debt. Unless otherwise disclosed in the notes to the
consolidated financial statements, the carrying value of financial instruments
is considered to approximate fair value due to the short maturity and
characteristics of those instruments. The carrying value of long-term debt
approximates fair value as terms approximate those currently available for
similar debt instruments.
INVENTORIES
Inventories are stated at the lower of cost or market with cost determined on a
first-in, first-out basis.
PROPERTY AND EQUIPMENT
Depreciation of property and equipment is calculated on the straight-line method
over the estimated useful lives of the assets (from 5 to 40 years). Property and
equipment held under capital leases and leasehold improvements are amortized on
the straight-line method over the shorter of the lease term or estimated useful
life of the asset.
IMPAIRMENT OF LONG-LIVED ASSETS
The Company reviews long-lived assets, including goodwill, and certain
identifiable intangibles for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to undiscounted future net cash
flows expected to be generated by the asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceeds the fair value of the assets. Assets to be
disposed of are reported at the lower of carrying amount or fair value less
costs to sell.
F7
36
FRESH AMERICA CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
GOODWILL
Goodwill, which represents the excess of purchase price over fair value of net
assets acquired, is amortized on a straight-line basis over the expected periods
to be benefited, generally 15 to 20 years. The Company assesses the
recoverability of this intangible asset by determining whether the amortization
of the goodwill balance over its remaining life can be recovered through
undiscounted future operating cash flows of the acquired operation. The amount
of goodwill impairment, if any, is measured based on projected discounted future
operating cash flows using a discount rate reflecting the Company's average cost
of funds. The assessment of the recoverability of goodwill will be impacted if
estimated future operating cash flows are not achieved.
STOCK OPTION PLAN
The Company accounts for its stock option plan in accordance with the provisions
of Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock
Issued to Employees," and related interpretations. Accordingly, compensation
expense is recorded on the date of grant only if the current market price of the
underlying stock exceeds the exercise price. The Company also provides certain
proforma disclosures for employee stock option grants made in 1995 and future
years as if the fair-value-based method defined in Statement of Financial
Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation"
had been applied.
REVENUE RECOGNITION
Revenue is recognized at such time as the product has been delivered or the
service has been rendered.
INCOME TAXES
Deferred tax assets and liabilities are established for the temporary
differences between the financial reporting basis and the tax basis of the
Company's assets and liabilities, and for operating loss and tax credit carry
forwards, at enacted tax rates expected to be in effect when such amounts are
realized or settled. See Note 9 - Income Taxes for additional information.
EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share ("EPS") is calculated by dividing net income
(loss) available to common shareholders by the weighted average number of common
shares outstanding for the period. Diluted EPS reflects the potential dilution
that could occur if securities or other contracts to issue common stock were
exercised or converted into common stock.
Shares used in calculating basic and diluted EPS are as follows (in thousands):
2000 1999 1998
---------- ---------- ----------
Weighted average common shares outstanding - basic 5,243 5,243 4,898
Dilutive securities:
Common stock option -- -- 149
Contingent shares related to acquisitions -- -- 157
---------- ---------- ----------
Weighted average shares common outstanding - diluted 5,243 5,243 5,204
========== ========== ==========
The number of weighted average common shares outstanding used in the computation
of diluted EPS includes the effect of dilutive options using the treasury stock
method. For fiscal years 2000, 1999 and 1998, there are 1,484,000, 497,000 and
125,000 options and warrants, respectively, to purchase common stock that were
not included in the computation of diluted EPS because to do so would have been
antidilutive for the fiscal years presented.
F8
37
FRESH AMERICA CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
RECLASSIFICATIONS
Certain amounts previously reported have been reclassified to conform to current
year presentation.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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.
NOTE 2. AGREEMENT WITH SAM'S CLUB
The Company's relationship with Sam's was governed by the terms and conditions
of a five-year agreement (the "Agreement"), which became effective December 1,
1995 and expired on October 24, 2000. Sam's began internal distribution of
produce for all of its clubs subsequent to the expiration date. Therefore, the
Agreement was not renewed.
Sam's Club was the Company's largest customer, and accounted for approximately
30%, 31% and 37% of the Company's sales for fiscal years 2000, 1999 and 1998,
respectively. Receivables from Sam's included in trade accounts receivable as of
December 29, 2000 and December 31, 1999 are $500,000 and $14,421,000
respectively.
NOTE 3. ACQUISITIONS
ACQUISITION UNDER THE POOLING OF INTERESTS METHOD OF ACCOUNTING
On March 4, 1998, the Company acquired Ontario Tree Fruits Limited and its
affiliated companies (collectively, "OTF") by exchanging 609,713 shares of its
common stock or exchangeable common stock for all of the capital stock of OTF
and certain residual equity interests. OTF imports and distributes fresh produce
to large retail chains and hundreds of independent grocers and wholesalers in
Canada and the Northeastern United States.
The acquisition of OTF constituted a tax-free reorganization and has been
accounted for as a pooling of interests. Accordingly, in 1998 all prior period
consolidated financial statements presented were restated to include the
combined results of operations, financial position and cash flows of OTF as
though it had always been a part of the Company.
There were no transactions between OTF and the Company prior to the combination,
and immaterial adjustments were recorded to conform OTF's accounting policies to
those of the Company. Certain reclassifications were made to the OTF financial
statements to conform to the Company's presentations.
In connection with the acquisition of OTF, the Company incurred transaction
costs of approximately $1,000,000 (net of tax), which were expensed in the first
quarter of 1998. The nonrecurring transaction costs included approximately
$519,000 of non-cash expenses (net of tax) related to the issuance of 52,342
shares (which were included in the total 609,713 shares issued) of the Company's
common stock to the financial advisors of OTF. On March 16, 2001 the operating
assets of OTF were sold for $952,000.
F9
38
FRESH AMERICA CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
ACQUISITIONS UNDER THE PURCHASE METHOD OF ACCOUNTING
On February 2, 1998, the Company acquired substantially all of the net operating
assets and the business of Francisco Distributing Company, L.L.C. ("Francisco"),
a produce marketing, distribution and repackaging company based inLos Angeles,
California. As consideration for the net assets received, the Company paid
$5,575,000 in cash, 285,437 shares of Company common stock valued at $19.27 per
share based on the market value of the stock at the time of the transaction, and
contingent consideration subject to a minimum of $2.5 million with a maximum of
$16.6 million based on the pre-tax earnings of the business of Francisco for the
1998 and 1999 fiscal years subject to certain adjustments. The minimum
contingent payments were recorded as a liability and were payable in cash,
common stock or a combination of cash and common stock. In January 1999, the
Company paid $1,000,000 in satisfaction of the minimum amount due for the
contingent payment related to fiscal 1998. The payment was made in the form of
$500,000 cash and issuance of 35,540 shares of common stock valued at $14.07 per
share. The remaining 1998 contingent payment of $5.3 million was paid in cash in
the second quarter of 1999. The 1999 contingent payment of $1.5 million was paid
in cash in January 2000.
On August 14, 1998, the Company acquired by merger all of the capital stock of
Jos. Notarianni & Co. ("Notarianni"), a produce distribution and value-added
company based in Scranton, Pennsylvania. As consideration, the Company paid
$5,390,000 in cash and issued 292,951 shares of Company common stock valued at
$19.15 per share based on the market value of the stock at the time of the
transaction. On December 14, 1998, the agreement was amended to reduce the
number of shares issued by 165,000 in exchange for a contingent payment of 1.4
times Notarianni's average annual pretax earnings over a three-year period
beginning October 3, 1998. Any contingent payment will be payable in cash or
common stock at the Company's sole discretion.
Effective October 3, 1998, the Company's acquired substantially all of the net
operating assets and the business of King's Onion House, Inc. ("King's"), a
produce distribution and value-added company based in Phoenix, Arizona. As
consideration for the net assets received, the Company paid $4,000,000 in cash,
issued 164,667 shares of Company common stock valued at $14.57 per share based
on the market value of the stock at the time of the transaction, and a
contingent payment of 1.7 times King's average annual pretax profit over a
three-year term beginning October 3, 1998. Any contingent payment will be
payable by 50 percent cash and 50 percent common stock. On December 23, 1998,
the agreement was amended to reduce the number of shares issued by 89,193 in
exchange for the return of certain assets totaling $700,000 and the issuance of
a $600,000 promissory note to the former owner of King's. The promissory note
was paid in installments (along with accrued interest at 7.75%) of $200,000 on
April 12, 1999 and $400,000 on January 5, 2000. On April 20, 2001 the Company
sold all of the outstanding capital stock of King's for $2,500,000.
Effective October 30, 1998, the Company acquired all of the capital stock of
Allied Perricone, Inc., formerly known as Sam Perricone Citrus Company
("Perricone"), a wholesale distributor of produce based in Los Angeles,
California. As consideration, the Company paid cash of $1,765,300, issued
119,301 shares of common stock valued at $14.67 per share based on the market
value of the stock at the time of the transaction, promissory notes totaling
$3,500,000 and contingent payments.
In July 2000, the Company entered into an agreement amending the stock purchase
agreement. As part of the amended agreement, the promissory notes were
restructured whereby, the Company agreed to the following, payments totaling
$100,000 upon execution of the amended agreement; lump-sum payments of $350,000
and $150,000 on January 1, 2002 and August 1, 2002, respectively; and 24-month
installment payments of $37,500 totaling $900,000. The installment and lump-sum
payments accrue interest at 10% per annum. However, all accrued interest will be
forgiven if scheduled principal payments are made in accordance with the terms
of the agreement. Additionally, the Company agreed to provide the noteholders
300,000 warrants to purchase common shares of the Company at an exercise price
of $2.50 per share. The warrants are exercisable for a duration of seven years.
The restructuring of the promissory notes and related accrued interest resulted
in an extraordinary gain to the Company in the third quarter 2000 of $1.9
million.
F10
39
FRESH AMERICA CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
In February of 2000, Perricone closed its market operation in Los Angeles,
California but continues to operate its brokerage business in Walnut Creek and
Visalia, California.
Part of the consideration given in the fiscal 1997 acquisition of Hereford
Haven, Inc. d/b/a/ Martin Bros., included a contingent payment of an amount
equal to 4 times average pretax earnings for fiscal 1998 through 2000. The total
contingent payment is $4,957,000 at December 29, 2000. The payment was due March
31, 2001 and was payable in either cash, common stock or a combination of cash
and common stock to the extent of 75% at the Company's option and 25% at the
selling shareholder's option. In April 2001, the Company issued 3,166,694 shares
of its common stock to the former owner of Martin Brothers. The shares represent
a 38% ownership interest in the Company. These shares satisfied 75% of the
earnout payment and pursuant to the terms of the original purchase agreement and
were valued at $1.17, market value of the Company's common stock at the time of
the transaction. The remaining balance of the earnout payment is payable in
cash, subject to the approval of the Company's Senior Lender. This payment has
been extended and is now due and payable in January 2002.
For those acquisitions accounted for using the purchase method of accounting,
the results of operations of the acquired companies are included in the
consolidated financial statements of the Company from their respective
acquisition dates. At the acquisition dates, the purchase price was allocated to
assets acquired and liabilities assumed based on their relative fair market
values. There were no specifically identifiable intangible assets acquired in
the aforementioned purchase transaction. The excess of the total purchase price
over the fair values of the net assets acquired was recorded as goodwill, which
is being amortized over a 15 to 20 year period. Management believes this range
is reasonable considering the long operating history of the acquired companies,
nature of the business and lack of any contractual, technological, or regulatory
matters. The 1998 acquisitions resulted in $24,131,000 of goodwill.
NOTE 4. TERMINATION OF MERGER
On May 3, 1999, the Company, and Dallas-based, privately held FreshPoint
Holdings, Inc. ("FreshPoint") entered into a definitive agreement pursuant to
which FreshPoint would have merged with and into the Company. The transaction
was to be accounted for as a reverse acquisition with FreshPoint as the
accounting acquirer. Effective in October 1999, the agreement was terminated by
the Company and FreshPoint. The Company and FreshPoint each agreed to pay their
respective expenses in connection with the contemplated transaction. The Company
incurred merger-related expenses of $3,850,000 in fiscal 1999. The expenses
consisted primarily of legal and professional fees and severance costs paid to
employees who were terminated in contemplation of the merger.
NOTE 5. DEBT AND LIQUIDITY
Debt consists of the following (in thousands):
DECEMBER 29, DECEMBER 31,
2000 1999
------------ ------------
Subordinated note, net of unamortized discount of $411 and $737, respectively $ 19,589 $ 19,263
Revolver 8,596 21,237
Canadian Revolver 3,756 9,088
Notes related to acquisitions (see Note 3) 6,132 5,644
Mortgage note payable, prime plus 1/4% due in monthly payments
through March 2000; secured by land and building -- 332
Various equipment loans with interest rates from 6.75% to 14%
maturities of one to five years 665 1,725
------------ ------------
Total debt 38,738 57,289
Current portion 13,788 24,446
------------ ------------
Long-term debt, less current portion $ 24,950 $ 32,843
============ ============
F11
40
FRESH AMERICA CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Throughout its operational restructuring during the past two years, the Company
has pursued various financing opportunities in an effort to restructure the debt
and equity of Fresh America. In September 2001, the Company completed a
financial restructure whereby The North Texas Opportunity Fund LP, ("NTOF")
purchased $5 million of 8% Series D cumulative redeemable preferred stock and
warrants exercisable for approximately 50% of the Company's fully-diluted common
stock. John Hancock Life Insurance Company, John Hancock Variable Life Insurance
Company, Investors Partner Life Insurance, Signature 1A (Cayman), Ltd. and
Signature 3 Limited (collectively, the "Subordinated Lender") exchanged $20
million of subordinated debt, $5 million of 10% redeemable cumulative preferred
stock and all accrued interest and dividends for $2.7 million of 8% Series D
redeemable cumulative preferred stock and warrants exercisable for approximately
27% of the Company's fully-diluted common stock.
In conjunction with this restructure, Bank of America, N.A. (the "Senior
Lender") agreed to a payment schedule which will reduce the Company's
indebtedness to the Senior Lender from $5.3 million, which was owed at the time
of closing, to $3.8 million by year-end 2001. The revolver has also been
restated to a term note and the Senior Lender has agreed to a maturity of the
remaining balance in January 2002. The Company is negotiating with a new lender
to replace the Senior Lender prior to the maturity of the term loan. There can
be no assurance that the Company will be able to replace its Senior Lender as
anticipated or extend its term note beyond January 2002, if that becomes
necessary.
In April 2000, the Company entered into an agreement with the Subordinated
Lender to provide additional financing through the purchase of $5 million
(50,000 shares) of the Company's 12% redeemable cumulative preferred stock
("Hancock Preferred Stock"), and to restructure the existing subordinated notes.
Cumulative preferred dividends accrued as of December 29, 2000 totaled $0.3
million or $6.04 per share of preferred stock. The Hancock Preferred Stock,
subordinated note agreement and accrued interest and dividends were converted
into preferred stock and warrants in September 2001, as discussed below.
The Company's Revolver provided for borrowings of up to $22.0 million as of
December 31, 1999 with outstanding borrowings as of that date of $21.2 million.
The outstanding Revolver balance was reduced to $8.6 million, as of December 29,
2000. The $12.6 million reduction in the outstanding Revolver balance included
payments of $5.0 million to meet regularly scheduled reductions in availability
through September 30, 2000, as well as additional payments of $7.6 million
including a payment equal to the amount of a Federal income tax refund received
of $3.7 million. Pursuant to the terms of the Revolver, the Company and the
Senior Lender agreed to permanently reduce the available balance of the Revolver
to $8.6 million and agreed that all future payments by the Company would
permanently reduce the available balance under the Revolver. The effective
interest rate at December 29, 2000 was 9.53%. During 2001, the outstanding
balance has been reduced an additional $3.3 million with proceeds related to the
sale of King's Onion House in Phoenix, Arizona, and another separate facility.
Prior to its sale in 2001, OTF had a demand agreement with Royal Bank of Canada
to provide revolving credit facilities (the "Canadian Revolver"), which was
collateralized by substantially all assets of OTF. The Canadian Revolver had an
outstanding balance of CDN $5.6 million (U.S. $3.8 million) as of December 29,
2000. This outstanding balance was fully retired in March 2001 in conjunction
with the sale of OTF's operating assets.
In July 2000, the Company entered into an agreement amending the certain stock
purchase agreement related to the Company's 1998 acquisition of Perricone Citrus
Company. As part of the amended agreement, unsecured promissory notes owed by
the Company totaling $3.5 million and the accrued and unpaid interest therein
were restructured whereby, the Company agreed to the following: payments
totaling $100,000 upon execution of the amended agreement; lump-sum payments of
$350,000 and $150,000 on January 1, 2002 and July 1, 2002, respectively; and
24-monthly installment payments of $37,500 totaling $900,000. The installment
and lump sum payments accrue interest at 10% per annum. However, all accrued
interest will be forgiven if scheduled principal payments are made timely.
Additionally, the Company issued the noteholders 300,000 warrants to
F12
41
FRESH AMERICA CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
purchase common shares of the Company at an exercise price of $2.50 per share.
The warrants are exercisable for a duration of seven years. The restructuring of
the promissory notes and related accrued interest resulted in an extraordinary
gain to the Company of $1.9 million in the third quarter of 2000. Based on the
quarterly weighted average common shares outstanding at December 29, 2000 the
impact of the extraordinary gain is $.36 per basic and diluted share.
Under the terms of the purchase agreements for Notarianni and Martin Brothers a
portion of the purchase price was contingent upon each company's earnings
subsequent to its acquisitions. The Martin Bros. contingent payment obligation
amounted to $5.0 million at December 29, 2000. The payment was due March 31,
2001 payable in either cash, common stock or a combination of cash and common
stock to the extent of 75% at the Company's option and 25% at the selling
shareholder's option.
In April 2001, the Company issued 3,166,694 shares of its common stock to Larry
Martin. At the time of issuance, the shares represented a 38% ownership interest
in the Company. These shares satisfied 75% of the earnout payment and pursuant
to the terms of the original purchase agreement and were valued at $1.17, market
value of the Company's common stock at the time of the transaction. This note
was restructured as part of the financial restructuring discussed above. The
remaining balance of $1,200,000 is payable in cash, subject to the approval of
the Company's Senior Lender. This payment has been extended and is now due and
payable in January 2002.The Company is party to a master lease agreement with
SunTrust Bank that has been used to provide equipment financing for several of
the Company's operating units. The Company was not in compliance with certain
covenants under the terms of the lease at December 29, 2000 and received waivers
for noncompliance through January 2002. The Company is currently renegotiating
the covenants of this agreement and anticipates this agreement will be revised
prior to the expiration of the waiver in January 2002. The lease agreement
provides that future lease payments can be accelerated in the event of default.
There can be no assurance that the Company will be in compliance with such
covenants subsequent to the waiver period or will be successful in negotiating
the covenants.
Management believes that the combination of the effects of the financial
restructure completed in September 2001, cash generated from ongoing operating
activities, and the realization of recent reductions in overhead expenses will
enable the Company to meet its obligations as they come due during the 12-month
period subsequent to December 29, 2000.
The aggregate maturities of long-term debt, which reflect the terms of the
amended senior secured revolving credit facility agreement as discussed above,
for the five fiscal years subsequent to December 29, 2000 are as follows (in
thousands): 2001 - $13,788; 2002 - $5,228; 2003 - $47; 2004 - $39 and 2005 -
$40; thereafter $7. The Subordinated Lender's long-term debt balance of $19,589
million has been excluded from the above maturities since their debt was
exchanged for preferred stock and warrants in September 2001.
NOTE 6. DISPOSITION COSTS AND IMPAIRMENT OF LONG-LIVED ASSETS
Subsequent to the termination of the merger discussed in Note 4, in the fourth
quarter of 1999 management of the Company initiated a process in conjunction
with its business strategy to improve its cost structure, streamline operations
and divest the Company of under-performing operations. The process continued
during 2000 and into 2001.
F13
42
FRESH AMERICA CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
As a result of this ongoing process, the Company closed or sold several
under-performing operations in 1999, 2000 and 2001 as follows:
FISCAL 1999:
Los Angeles and San Francisco, California
Orlando, Florida
Atlanta, Georgia
Baton Rouge, Louisiana
Austin and San Antonio, Texas
FISCAL 2000:
Los Angeles, California Market Operation
FISCAL 2001:
King's Onion House, Phoenix, Arizona
Ontario Tree Fruits, Ontario, Canada
Thompson's Produce, Pensacola, Florida
Bacchus Fresh International, Chicago, Illinois
During 1999, the Company also decided to move its accounting and administrative
functions from Houston to Dallas, Texas. The move was completed in fiscal 2000,
and the related costs were charged to operations in that fiscal year.
During this process, management evaluated the recoverability of the carrying
value of the long-lived assets and related allocable goodwill of these
operations. Impairment charges and other disposition costs recorded in fiscal
2000 and 1999 are as follows (in thousands):
2000 1999
------------ ------------
Impairment of property and equipment $ 10,584 $ --
Impairment of goodwill 2,207 10,553
Loss on disposition of property and equipment -- 976
Closure costs:
Liability for future lease commitments -- 1,161
Severance -- 412
Other -- 418
------------ ------------
$ 12,791 $ 13,520
============ ============
As of December 29, 2000 and December 31, 1999, $704,000 and $117,000 for lease
commitments and $535,000 and $417,000 for other closure costs had been paid.
F14
43
FRESH AMERICA CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 7. ACCOUNTS RECEIVABLE
Accounts receivable consist of (in thousands):
DECEMBER 29, DECEMBER 31,
2000 1999
--------------- ---------------
Accounts receivable $ 37,312 $ 61,478
Less allowance for doubtful accounts (1,537) (2,593)
--------------- ---------------
$ 35,775 $ 58,885
=============== ===============
The following table summarizes the activity in the Company's allowance for
doubtful accounts in fiscal 1998 through 2000 (in thousands):
BALANCE AT
BEGINNING BAD DEBT ACQUIRED BALANCE AT
FISCAL YEAR OF YEAR EXPENSE COMPANIES WRITE-OFF END OF YEAR
------------ ------------ ------------ ------------ ------------ ------------
2000 $ 2,593 $ 1,912 $ -- $ (2,968) $ 1,537
1999 1,697 6,031 -- (5,135) 2,593
1998 943 1,230 700 (1,176) 1,697
NOTE 8. PROPERTY AND EQUIPMENT
Property and equipment consist of (in thousands):
DECEMBER 29, DECEMBER 31,
2000 1999
------------ ------------
Land $ 606 $ 727
Buildings 4,375 5,328
Machinery, furniture, fixtures and equipment 6,740 18,010
Trucks and trailers 3,567 4,586
Leasehold improvements 2,798 7,177
------------ ------------
18,086 35,828
Less accumulated depreciation and amortization (8,142) (11,388)
------------ ------------
Property and equipment, net $ 9,944 $ 24,440
============ ============
NOTE 9. INCOME TAXES
The components of income tax expense (benefit) consisted of (in thousands):
FISCAL YEAR ENDED
DECEMBER 29, DECEMBER 31, JANUARY 1,
2000 1999 1999
------------ ------------ ------------
Current:
Foreign $ 542 $ 2,190 $ 1,709
Federal 100 (3,979) 2,346
State 783 (404) 331
Deferred (592) (437) 655
------------ ------------ ------------
$ 833 $ (2,630) $ 5,041
============ ============ ============
F15
44
FRESH AMERICA CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Income tax expense (benefit) differed from the amount computed by applying the
U.S. federal income tax rate to income (loss) before income taxes as a result of
the following (in thousands):
DECEMBER 29, DECEMBER 31, JANUARY 1,
2000 1999 1999
------------ ------------ ------------
Federal income tax expense (benefit) at statutory rate $ (7,703) $ (8,617) $ 3,942
Increase (reduction) in income taxes resulting from:
Change in the beginning-of-the-year balance of the valuation
allowance for deferred tax assets (1) 7,698 4,586 --
Nondeductible goodwill amortization and impairment 113 2,092 --
Tax rate and other differences related to Canadian
subsidiaries -- 490 573
Non-deductible transaction costs -- -- 233
State income taxes, net of federal income tax effect 192 (262) 215
Adjustment to prior year's estimated provision 533 (947) --
Other -- 28 78
------------ ------------ ------------
$ 833 $ (2,630) $ 5,041
============ ============ ============
(1) The fiscal 2000 change in the valuation allowance includes $667
allocated to the extraordinary gain on extinguishment of debt.
The tax effects of temporary differences that give rise to significant portions
of the deferred tax assets and deferred tax liabilities are presented below (in
thousands):
DECEMBER 29, DECEMBER 31,
2000 1999
------------ ------------
Deferred tax assets:
Net operating loss carry forwards $ 5,911 $ 2,863
Property and equipment, principally
depreciation and impairment 3,439 --
Goodwill, principally impairment 491 --
Accruals not currently deductible 2,028 2,318
Other 169 32
------------ ------------
Total deferred tax assets 12,038 5,213
Less valuation allowance (11,617) (4,586)
------------ ------------
Net deferred tax asset 421 627
Deferred tax liabilities:
Income not currently taxable 124 295
Property and equipment depreciation -- 451
Goodwill -- 176
------------ ------------
Total deferred tax liabilities 124 922
------------ ------------
Net deferred tax asset (liability) $ 297 $ (295)
============ ============
In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is
dependent primarily upon the generation of future taxable income during the
periods in which those temporary differences become deductible. Based upon
current projections for future U.S. taxable income over the periods which the
deferred tax assets are deductible, management believes that it is more likely
than not that its deferred tax assets related to U.S. operations will not be
realized and a valuation allowance for such assets is required at December 29,
2000 and December 31, 1999.
At December 29, 2000, the Company has a net operating loss ("NOL") carry forward
for federal income tax purposes of approximately $14,918,000 available to reduce
future income taxes. If not utilized to offset future taxable income, the NOL
carry forward will expire, $286,000 in 2006 through 2007, $7,125,000 in 2019 and
$7,507,000 in 2020.
F16
45
FRESH AMERICA CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
During 1992, the Company experienced an "ownership change" as defined by the
Internal Revenue Code of 1986. After an ownership change, utilization of a loss
corporation's NOL carry forward is limited annually to a prescribed rate
multiplied by the value of the loss corporation's stock immediately before the
ownership change. In general, an ownership change occurs if ownership of more
than 50% in value of the stock of the loss corporation changes during the
three-year period proceeding the test date. The Company's NOL carry forward,
which expires in 2006 and 2007, is limited to the use of approximately $193,000
on an annual basis.
NOTE 10. OPTIONS AND WARRANTS
In July 1993, the Company adopted the Fresh America Corp. 1993 Stock Option and
Award Plan (the "1993 Plan"), which reserved 450,000 shares of the Company's
common stock for issuance to employees and directors. Effective May 22, 1998,
the 1993 Plan was frozen, which prevents any additional options from being
granted under the plan. In July 1996, the Company adopted the Fresh America
Corp. 1996 Stock Option and Award Plan (the "1996 Plan"), which reserved 150,000
shares of the Company's common stock for issuance to employees and directors.
Effective May 22, 1998, the Company amended and restated the 1996 Plan, which
increased the number of shares reserved from 150,000 to 625,000. At December 29,
2000 and December 31, 1999, options for 103,250 and 467,000 shares,
respectively, were available for issuance.
Options under the 1993 and 1996 Plans are granted at an exercise price equal to
at least 100% of the fair market value of the Company's common stock on the date
of grant. Unless determined otherwise by the Company's Board of Directors, each
independent director is automatically granted an option to purchase 5,000 shares
of common stock each year. Such option grants vest immediately and will expire
in ten years if not exercised. Options granted to employees generally vest in
one year from the date of grant and expire after ten years if not exercised. The
Plans restrict the rights to exercise based on employment status and percentage
of stock ownership in accordance with Section 422 of the Internal Revenue Code.
The following table summarizes stock option activity under the Plans for fiscal
1998 through fiscal 2000:
WEIGHTED
AVERAGE
STOCK OPTIONS OPTION PRICE RANGE EXERCISE
ISSUED EXERCISABLE LOW HIGH PRICE
------------ ----------- ------------ ------------ ------------
At January 2, 1998 326,339 291,839 $ 3.55 $ 25.50 $ 10.11
Granted 78,500 12.75 19.88 16.51
Exercised (30,140) 3.55 11.75 7.11
Canceled (1,000) 14.00 14.00 14.00
------------
At January 1, 1999 373,699 315,199 $ 3.55 $ 25.50 $ 11.69
Granted 20,000 13.75 13.75 13.75
Exercised (5,353) 3.55 14.00 9.41
Canceled (54,250) 5.00 17.75 13.63
------------
At December 31, 1999 334,096 319,096 $ 3.55 $ 25.50 $ 11.53
Granted 413,750 2.00 4.50 $ 3.00
Canceled (154,806) 3.55 25.50 $ 9.66
------------
At December 29, 2000 593,040 344,290 $ 2.00 $ 19.88 $ 5.83
============
F17
46
FRESH AMERICA CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following table summarizes information about the Company's stock options
outstanding as of December 29, 2000:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
--------------------------------- ---------------------------
WEIGHTED-
NUMBER AVERAGE WEIGHTED- NUMBER WEIGHTED-
OUTSTANDING REMAINING AVERAGE EXERCISABLE AVERAGE
RANGE OF AT DEC. 29, CONTRACTUAL EXERCISE AT DEC. 29, EXERCISE
EXERCISE PRICES 2000 LIFE PRICE 2000 PRICE
-------------------------- --------------- ---------------- ------------ -------------- ------------
$ 2.00 to $ 5.00 426,787 9.0 years $ 3.06 178,037 $ 4.53
5.01 to 7.00 31,253 1.7 6.48 31,253 6.48
7.01 to 9.00 12,000 3.5 8.90 12,000 8.90
11.01 to 13.00 32,500 11.5 11.75 32,500 11.75
13.01 to 15.00 43,000 1.2 13.93 43,000 13.93
17.01 to 19.00 32,500 10.2 17.25 32,500 17.25
19.01 to 19.88 15,000 7.6 19.88 15,000 19.88
------------ ------------
593,040 344,290
============ ============
The Company has adopted the disclosure-only provision of SFAS No. 123,
"Accounting for Stock-Based Compensation." Accordingly, no compensation cost has
been recognized for the stock option plans. Had compensation cost for the
Company's two stock option plans been determined for grant dates subsequent to
January 1, 1995 based on the fair value at the grant date of awards consistent
with the provisions of SFAS No. 123, the Company's net earnings (loss) and
earnings (loss) per share would have been reduced to the pro forma amounts
indicated below:
FISCAL YEAR
(In thousands, except earnings
per share data)
------------------------------------------------
2000 1999 1998
------------ ------------ ------------
Net income (loss) applicable to common shareholders - as reported $ (21,635) $ (21,991) $ 6,222
Net income (loss) applicable to common shareholders - pro forma (21,893) (22,319) 5,801
Earnings (loss) per share - as reported:
Basic (4.13) (4.20) 1.27
Diluted (4.13) (4.20) 1.20
Earnings (loss) per share - pro forma:
Basic (4.18) (4.26) 1.18
Diluted (4.18) (4.26) 1.11
The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted average
assumptions used for fiscal 2000, 1999 and 1998 for both plans: no dividend
yield; expected volatility of 58% in 2000, 136% in 1999 and 95% in 1998;
risk-free interest rates of 5.9% in 2000 and in 1999 and 4.2% to 5.6% in 1998;
and expected lives of three to five years. The weighted average fair value per
share of the options granted during fiscal 2000, 1999 and 1998 is estimated to
be $1.93, $12.23 and $12.29, respectively. As of December 29, 2000, the
weighted-average remaining contractual life of outstanding options was 8.2
years.
NOTE 11. EMPLOYEE BENEFIT PLAN
Effective January 1, 1992, the Company adopted the Fresh America Corp. 401(k)
Profit Sharing Plan (the "Plan"), which provides for the Company, at its option,
to make a matching contribution of up to 6% of each qualifying employee's annual
earnings. The Company's matching contribution under the Plan was $272,000,
$343,000 and $301,000 for the fiscal years 2000, 1999 and 1998, respectively.
F18
47
FRESH AMERICA CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 12. CONTINGENCIES AND COMMITMENTS
The Company is obligated under certain noncancelable operating leases (with
initial or remaining lease terms in excess of one year). The future minimum
lease payments under such leases as of December 29, 2000 are (in thousands):
Fiscal years ending:
2001 $ 7,840
2002 5,505
2003 3,914
2004 3,308
2005 2,534
Thereafter 4,695
----------
Total minimum lease payments $ 27,796
==========
Rental expense amounted to approximately $10,114,000, $12,569,000 and $9,036,000
for the fiscal years 2000, 1999 and 1998, of which approximately $3,978,000,
$5,653,000 and $3,616,000 relates to truck and trailer rental which is included
in cost of sales.
The Company is involved in various claims and legal actions arising in the
ordinary course of business. In the opinion of management, the ultimate
disposition of these matters will not have a material adverse effect on the
Company's consolidated financial position, results of operations or liquidity.
NOTE 13. QUARTERLY FINANCIAL DATA (UNAUDITED)
Summarized quarterly financial data is as follows (in thousands, except earnings
per share data):
FISCAL 2000 (a)
------------------------------------------------------------------------------------------------------------
First Qtr. Second Qtr. Third Qtr. Fourth Qtr.
------------ ------------ ------------ ------------
Net sales $ 142,652 $ 163,585 $ 138,458 $ 109,859
Gross profit 15,149 18,507 14,074 10,655
Gross margin 10.6% 11.3% 10.16% 9.70%
Net income (loss) (1,881) 811 (596) (19,271)
Net income (loss) applicable to
common shareholders $ (1,881) $ 633 $ (856) $ (19,531)
Earnings (loss) per share - basic (.36) .12 (.16) (3.73)
Earnings (loss) per share - diluted (.36) .08 (.16) (3.73)
FISCAL 1999 (a)
----------------------------------------------------------------------------------------------------
First Qtr. Second Qtr. Third Qtr. Fourth Qtr.
------------ ------------ ------------ ------------
Net sales $ 173,427 $ 194,102 $ 151,220 $ 151,126
Gross profit 22,006 23,691 14,472 17,729
Gross margin 12.7% 12.2% 9.6% 11.7%
Net income $ 1,181 $ 1,253 $ (11,445) $ (12,980)
Earnings per share - basic 0.23 0.24 (2.18) (3.73)
Earnings per share - diluted 0.22 0.23 (2.18) (3.73)
(a) Each quarter in the 52-week year contains 13 weeks.
F19
48
FRESH AMERICA CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 14. SEGMENT AND RELATED INFORMATION
SFAS No. 131, "Disclosures About Segments of an Enterprise and Related
Information," establishes standards for the way public business enterprises
report information about products and services. It is impractical for the
Company to report the revenues from external customers for each product and
service or each group of products and services. The management of the Company
measures performance based on the gross margins and pretax income generated from
each of the Company's operations. Pretax income for the purpose of management's
analysis does not include corporate overhead such as selling, general and
administrative expenses and income tax expense. Since the business units have
similar economic characteristics and are engaged in procurement, processing and
distribution of produce, they have been aggregated into one reportable segment
for reporting purposes. See Note 2 - "Agreement with Sam's Club" for discussion
of the Company's major customer.
Summarized information regarding the Company's significant operations in
different geographic areas, including domestic operations, as of and for the
three fiscal years ended December 29, 2000 follows (in thousands):
LONG-LIVED
NET SALES ASSETS
--------------- ---------------
December 29, 2000
United States $ 498,655 $ 34,704
Canada 55,889 2,003
--------------- ---------------
Total $ 554,554 $ 36,707
=============== ===============
December 31, 1999
United States $ 576,658 $ 46,976
Canada 93,217 3,985
--------------- ---------------
Total $ 669,875 $ 50,961
=============== ===============
January 1, 1999
United States $ 523,566 $ 55,924
Canada 85,924 3,437
--------------- ---------------
Total $ 609,409 $ 59,361
=============== ===============
F20
49
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
FRESH AMERICA CORP.
(Registrant)
Date: September 12, 2001 By /S/ Darren Miles
------------------------------------- ---------------------------------
Darren Miles
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
/S/ Colon Washburn Date: September 12, 2001
------------------------------------------- --------------------------
Colon Washburn
Director
/S/ Mark Gier Date: September 12, 2001
-------------------------------------------- --------------------------
Mark Gier
Director
/S/ Keith McKinney Date: September 12, 2001
-------------------------------------------- --------------------------
Keith McKinney
Director
/S/ Cheryl A. Taylor Date: September 12, 2001
-------------------------------------------- --------------------------
Cheryl A. Taylor
Chief Financial Officer and Secretary
50
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
3.1 Restated Articles of Incorporation of Fresh America
(Incorporated by reference exhibit 3.1 to the Company's
Registration Statement on Form S-1 [Commission File Number
33-77620]).
3.2 Restated Bylaws of Fresh America Corp. (Incorporated by
reference to exhibit 3.2 to the Company's Registration
Statement on Form S-1 [Commission File Number 33-77620]).
*4.1 Specimen of Common Stock Certificate (Incorporated by
reference to exhibit 4.1 to the Company's Registration
Statement on Form S-1 [Commission File Number 33-77620]).
10.1 Fresh America Corp. 1993 Stock Option Award Plan (Incorporated
by reference to exhibit 10.3 to the Company's Registration
Statement on Form S-1 [Commission File Number 33-77620]).
10.2 Form of Option Agreement entered into pursuant to the 1993
Stock Option and Award Plan (Incorporated by reference to
exhibit 10.4 to the Company's Registration Statement on Form
S-1 [Commission File Number 33-77620]).
10.3 Fresh America Corp 1996 Stock Option and Award Plan as Amended
and Restated Effective May 22, 1998 (Incorporated by reference
to exhibit 4.3 to the Company's Form S-8 [Commission File
Number 333-60601 dated August 4, 1998]).
10.4 Agreement, dated as of August 28, 1995 between Sam's Club, a
division of Wal-Mart Stores, Inc. and Fresh America Corp.
(Incorporated by reference to exhibit 10.1 to the Company's
Form 10-Q for the quarterly period ended September 29, 1995).
10.5 Restated Business Loan Agreement between Fresh America Corp.
and Bank of America Texas, N.A. dated February 2, 1998
(Incorporated by reference to exhibit 99.1 to the Company's
Form 8-K dated February 17, 1998).
10.6 Asset Purchase Agreement dated as of February 2, 1998, by and
among Francisco Acquisition Corp., Fresh America Corp.,
Francisco Distributing Company, LLC, and the owners named
therein (Incorporated by reference to exhibit 2.1 to the
Company's Form 8-K dated February 17, 1998).
10.7 Second Amendment to the Restated Business Loan Agreement
between Fresh America Corp. and Bank of America Texas, N.A.
dated as of May 14, 1998 (Incorporated by reference to exhibit
10.4 to the Company's Form 10-Q for the quarterly period ended
July 3, 1998).
10.8 Third Amendment to the Restated Business Loan Agreement
between Fresh America Corp. and Bank of America Texas, N.A.
dated as of March 4, 1999 (Incorporated by reference to
exhibit 10.14 to the Company's Form 10-K for the annual period
ended January 1, 1999).
10.9 Eighth Amendment to the Restated Business Loan Agreement
between Fresh America Corp. and Bank of America Texas, N.A.
dated as of October 31, 1999 (Incorporated by reference to
exhibit 10.12 to the Company's Form 10-K for the annual period
ended December 31, 1999).
10.10 Ninth Amendment to the Restated Business Loan Agreement
between Fresh America Corp. and Bank of America Texas, N.A.
dated as of November 15, 1999 (Incorporated by reference to
exhibit 10.13 to the Company's Form 10-K for the annual period
ended December 31, 1999).
10.11 Amended and Restated Note Agreement dated as of April 15, 2000
with respect to note agreement dated as of May 4, 1998 between
Fresh America Corp. and John Hancock Mutual Life Insurance
Company (Incorporated by reference to Exhibit 10.1 to the
Company's Form 10-Q for the quarterly period ended March 31,
2000).
51
10.12 Amended and Restated Warrant Agreement dated as of April 15,
2000 with respect to warrant agreement dated as of May 4, 1998
between Fresh America Corp. and John Hancock Mutual Life
Insurance Company (Incorporated by reference to Exhibit 10.2
to the Company's Form 10-Q for the quarterly period ended
March 31, 2000).
10.13 Omnibus Subordinated Guarantee (Including Amendment and
Restatement of Certain Existing Guarantees) dated as of April
15, 2000 between Fresh America Corp. and John Hancock Mutual
Life Insurance Company (Incorporated by reference to Exhibit
10.3 to the Company's Form 10-Q for the quarterly period ended
March 31, 2000).
10.14 Securities Purchase Agreement dated as of April 15, 2000
between Fresh America Corp. and John Hancock Mutual Life
Insurance Company (Incorporated by reference to Exhibit 10.4
to the Company's Form 10-Q for the quarterly period ended
March 31, 2000).
10.15 Amendment to Stock Purchase documents dated July 28, 2000 with
respect to the Stock Purchase Agreement dated as of October
30, 1998 between Fresh America Corp. and Sam Perricone, Sr.,
Henry Beyer, and the Sam Perricone Children's Trust
(Incorporated by reference to Exhibit 10.1 to the Company's
Form 10-Q for the quarterly period ended March 31, 2000).
10.16 Amended and Restated Promissory Notes dated July 28, 2000 with
respect to promissory Notes dated as of November 1, 1998
between Fresh America Corp. and individually, Sam Perricone,
Sr., Henry Beyer, and the Sam Perricone Children's Trust
(Incorporated by reference to Exhibit 10.2 to the Company's
Form 10-Q for the quarterly period ended March 31, 2000).
10.17 Common Stock Purchase Warrant Agreements dated July 28, 2000
between Fresh America Corp. and individually, Sam Perricone,
Sr., Henry Beyer, and the Sam Perricone Children's Trust
(Incorporated by reference to Exhibit 10.3 to the Company's
Form 10-Q for the quarterly period ended March 31, 2000).
10.18 Tenth Amendment to the Restated Business Loan Agreement
between Fresh America Corp. and Bank of America Texas, N.A.
dated as of March 31, 2000 (Incorporated by reference to
exhibit 10.14 to the Company's Form 10-K/A for the annual
period ended December 31, 1999).
10.19** Eleventh Amendment to the Restated Business Loan Agreement
between Fresh America Corp. and Bank of America Texas, N.A.
dated as of January 26, 2001.
10.20** Twelfth Amendment to the Restated Business Loan Agreement
between Fresh America Corp. and Bank of America Texas, N.A.
dated as of March 15, 2001.
10.21** Thirteenth Amendment to the Restated Business Loan Agreement
between Fresh America Corp. and Bank of America Texas, N.A.
dated as of September 5, 2001.
10.22** Resignation Agreement between Fresh America Corp. and David
Sheinfeld dated as of November 9, 2000.
21.1** List of Subsidiary Corporations.
23.1** Consent of KPMG LLP.
*Pursuant to Item 601(b)(4)(iii), the Company has not filed as exhibits
instruments defining the rights of holders of long-term debt where the total
amount of the securities authorized thereunder do not exceed 10% of the
Company's and its subsidiaries' total assets on a consolidated basis. The
Company agrees to furnish a copy of such instruments to the Commission upon
request.
**Filed herewith.