SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Fiscal Quarter Ended March 22, 1997 Commission File Numbers 33-50458 and 33-75398
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FARM FRESH, INC.
(Exact name of registrant as specified in its charter)
VIRGINIA 54-0973309
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7530 TIDEWATER DRIVE, P. O. BOX 1289, NORFOLK, VIRGINIA 23501
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code (757)480-6700
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes No X
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding shares at May 5, 1997
- ----------------------------------------- ---------------------------------
Common Stock, par value $.01 per share 10
FARM FRESH, INC. AND SUBSIDIARIES
Index to Unaudited Condensed Consolidated Financial Statements
Page
Part I. Financial Information:
Item 1. Unaudited Condensed Consolidated Financial Statements:
Unaudited Condensed Consolidated Balance Sheets -
December 28, 1996 and March 22, 1997 1
Unaudited Condensed Consolidated Statements of Loss -
12 weeks ended March 23, 1996 and March 22, 1997 3
Unaudited Condensed Consolidated Statement of Stockholder's Deficit -
12 weeks ended March 22, 1997 4
Unaudited Condensed Consolidated Statements of Cash Flows -
12 weeks ended March 23, 1996 and March 22, 1997 5
Notes to Unaudited Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Part II. Other Information -none
FARM FRESH, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
December 28, March 22,
Assets 1996 1997
------ -------------- ------------
Current assets:
Cash $ 847,665 $ 651,708
Accounts receivable, net of
allowance for doubtful accounts
of $1,003,038 at December 28, 1996 and
$1,020,212 at March 22, 1997 14,792,965 11,822,002
Merchandise inventories:
Assuming the first-in, first-out method 54,164,510 47,924,003
Less adjustment to the last-in, first-out method 3,355,394 3,447,701
----------- ------------
50,809,116 44,476,302
----------- ------------
Prepaid expenses and other current assets 1,355,115 2,856,053
----------- ------------
Total current assets 67,804,861 59,806,065
------------ ------------
Assets held for sale 9,998,102 8,649,635
Property and equipment:
Land 8,727,365 8,727,365
Buildings 62,675,865 66,081,545
Leasehold improvements 35,955,672 37,269,621
Fixtures and equipment 87,093,915 90,863,973
Transportation equipment 608,037 590,839
Construction in progress 894,515 -
------------- -----------
195,955,369 203,533,343
Less accumulated depreciation and amortization 91,778,403 94,723,623
------------ ------------
Net property and equipment 104,176,966 108,809,720
----------- -----------
Favorable lease rights, net of accumulated
amortization of $7,283,859 at December 28, 1996
and $7,117,828 at March 22, 1997 3,540,441 3,380,192
Goodwill, net of accumulated amortization of
$2,348,851 at December 28, 1996 and $2,661,460 at
March 22, 1997 7,227,683 6,915,074
Deferred financing costs, net of accumulated
amortization of $6,301,559 at December 28, 1996
and $6,623,975 at March 22, 1997 5,785,031 5,688,300
Other, net 175,677 608,488
------------ ------------
$198,708,761 $193,857,474
=========== ===========
(continued)
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FARM FRESH, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (continued)
(Unaudited)
Liabilities and Stockholder's Deficit December 28, March 22,
1996 1997
------------ ----------
Current liabilities:
Current installments of notes payable $ 801,467 $ 653,900
Current installments of obligations
under capital leases 3,040,132 3,065,041
Trade accounts payable 36,149,820 30,279,113
Accrued expenses:
Licenses and other taxes 5,407,620 3,193,571
Interest 7,181,091 12,677,148
Insurance claims 4,125,522 4,630,499
Other 7,710,665 7,640,958
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Total accrued expenses 24,424,898 28,142,176
----------- ------------
Accrued costs relating to closed stores,
current portion 1,901,305 1,818,899
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Total current liabilities 66,317,622 63,959,129
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Long-term debt, excluding current installments:
Revolving credit facility 24,289,957 21,794,508
Notes payable 919,698 801,914
Obligations under capital leases 33,958,653 38,251,148
12.25% senior notes 165,000,000 165,000,000
12.25% senior notes, series A 37,074,410 37,009,347
Convertible subordinated debentures 4,380,243 4,278,607
----------- ------------
Total long-term debt 265,622,961 267,135,524
----------- -----------
Accrued costs relating to closed stores 7,470,884 7,096,368
Deferred credits and other liabilities 3,424,988 3,121,928
------------ ------------
Total liabilities 342,836,455 341,312,949
----------- -----------
Stockholder's deficit:
Common stock of $.01 par value;
authorized 200 shares; issued 10 shares - -
Additional paid-in capital 29,423,528 29,416,790
Accumulated deficit (172,442,282) (175,763,325)
FF Holdings stockholder loans (1,108,940) (1,108,940)
------------ ------------
Total stockholder's deficit (144,127,694) (147,455,475)
Commitments and contingencies - -
------------- -------------
$198,708,761 $193,857,474
=========== ===========
See accompanying notes to condensed consolidated financial statements.
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FARM FRESH, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Loss
(Unaudited)
12 Weeks Ended
March 23, March 22,
1996 1997
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Sales $ 178,954,436 $ 161,667,670
Cost of sales 137,290,027 122,850,986
----------- -----------
Gross profit 41,664,409 38,816,684
Depreciation and amortization (4,367,347) (4,471,259)
Other selling, general and administrative expenses (32,744,606) (29,807,993)
Interest expense (7,635,176) (8,184,022)
Gain (loss) on disposition of assets (213,458) 317,037
Other, net 48,892 8,510
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Net loss $ (3,247,286) $ (3,321,043)
============ ============
See accompanying notes to condensed consolidated financial statements.
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FARM FRESH, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Stockholder's Deficit
12 Weeks Ended March 22, 1997
(Unaudited)
Additional FF Holdings Total
Common Stock paid-in Accumulated stockholder stockholder's
Shares Amount capital deficit loans deficit
Balance at
December 28, 1996 10 $ - $29,423,528 $(172,442,282) $(1,108,940) $(144,127,694)
Dividend to FF Holdings - - (6,738) - - (6,738)
Net loss - - - (3,321,043) - (3,321,043)
------- ----- -------------- ------------- --------------- -------------
Balance at
March 22, 1997 10 $ - $29,416,790 $(175,763,325) $(1,108,940) $(147,455,475)
====== ===== ========== ============ ========== ============
See accompanying notes to condensed consolidated financial statements.
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FARM FRESH, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
12 Weeks Ended
March 23, March 22,
1996 1997
------------- --------------
Cash flows from operating activities:
Net loss $ (3,247,286) $ (3,321,043)
------------ ------------
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization 4,367,347 4,471,259
Loss (gain) on disposition of assets 213,458 (317,037)
Gain on conversion of convertible subordinated debentures (46,165) (6,546)
Amortization of premium on 12.25% senior notes, series A (58,231) (65,063)
LIFO charge to earnings 92,100 92,307
Noncash recognition of deferred revenue (190,128) (185,401)
Changes in assets and liabilities that increase (decrease) cash:
Accounts receivable, net 668,627 2,970,963
Merchandise inventories 2,364,034 6,048,341
Prepaid expenses and other current assets (129,837) (1,500,938)
Trade accounts payable (1,187,054) (5,870,707)
Accrued expenses 3,862,589 3,717,278
Accrued costs relating to closed stores (539,278) (456,922)
Deferred credits and other liabilities (104,622) (117,659)
Other, net 220,740 (131,283)
------------ -------------
Total adjustments 9,533,580 8,648,592
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Net cash provided by operating activities 6,286,294 5,327,549
----------- -----------
Cash flows from investing activities:
Acquisitions of property and equipment (5,268,636) (3,331,139)
Proceeds from sale of property and equipment 19,673 1,717,258
------------ -----------
Net cash used in investing activities (5,248,963) (1,613,881)
----------- -----------
Cash flows from financing activities:
Borrowings under revolving credit facility 29,249,532 26,284,762
Repayments under revolving credit facility (29,345,137) (28,780,211)
Repayments of long-term debt (254,143) (250,837)
Principal repayments of obligations under capital leases (426,354) (774,712)
Payment upon conversion of convertible subordinated debentures (625,544) (109,604)
Dividend to FF Holdings (7,588) (6,738)
Payment of refinancing costs - (272,285)
--------------- -----------
Net cash used in financing activities (1,409,234) (3,909,625)
----------- -----------
Net decrease in cash (371,903) (195,957)
Cash at beginning of period 2,316,425 847,665
----------- -----------
Cash at end of period $ 1,944,522 $ 651,708
=========== ===========
(continued)
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FARM FRESH, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Supplemental disclosures of cash flow information:
12 Weeks Ended
March 23, March 22,
1996 1997
------------- --------
Cash paid during the period for:
Interest $ 2,274,644 $ 2,687,965
=========== ===========
Income taxes $ - $ -
=============== ========
Supplemental information on non cash investing activities:
During the 12 week period ended March 22, 1997, the Company entered into
capital lease obligations of $5,092,116.
See accompanying notes to condensed consolidated financial statements.
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FARM FRESH, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
March 22, 1997
(Unaudited)
1. Nature of Business
Farm Fresh, Inc. (the "Company") is a Virginia supermarket chain
operating 48 supermarkets. The Company is a wholly owned subsidiary of FF
Holdings Corporation ("FF Holdings") which has no independent operations.
2. Basis of Presentation
The condensed financial statements presented herein have been prepared
in accordance with the instructions to Form 10-Q and do not include all of the
information and note disclosures required by generally accepted accounting
principles. These statements should be read in conjunction with the fiscal 1996
Form 10-K filed by the Company. The accompanying condensed financial statements
have not been audited by independent accountants in accordance with generally
accepted auditing standards, but in the opinion of management such condensed
financial statements include all adjustments, consisting only of normal
recurring adjustments, necessary to summarize fairly the Company's financial
position and results of operations.
3. Definition of Fiscal Year
The Company follows a fifty-two/fifty-three week fiscal year ending on
the Saturday nearest to December 31 and is divided into 13 four-week periods for
accounting purposes. Therefore, the first three quarters are comprised of three
periods (twelve weeks) and the fourth quarter is comprised of four periods
(sixteen weeks). The fiscal year ending January 3, 1998 will have fifty-three
weeks of operations with a seventeen week fourth quarter.
-7-
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Farm Fresh, Inc. (the "Company") is a Virginia supermarket chain operating 48
supermarkets. The Company is a wholly owned subsidiary of FF Holdings
Corporation ("FF Holdings") which has no independent operations. This Form 10-Q
contains forward looking statements that involve risks and uncertainties. The
Company's actual results could differ materially from those anticipated in these
forward looking statements as a result of certain factors including, but not
limited to the Company's dependence on its revolving credit facility, capital
expenditure limitations, economic, competitive and other factors affecting the
Company's operations. The following discussion should be read in conjunction
with Item 1, Unaudited Condensed Consolidated Financial Statements.
Comparison of 12 Weeks ended March 22, 1997 with 12 Weeks ended March 23, 1996
Sales. Sales for the 12 week period ended March 22, 1997 decreased 9.7% to
$161.7 million from $179.0 million for the comparable period in 1996. The
decrease in sales was attributable to the closure of three combination stores
and one discount store and the sale of two combination stores since the first
quarter of 1996. The decrease in sales was partially offset by the opening of
two stores operating under the name "3 Stores, 1 Roof", one in June 1996 and one
in March 1997. Same store sales decreased 7.0% primarily as a result of the
impact of eight competitive store openings over the last twelve months.
Cost of Sales. Cost of sales for the 12 week period ended March 22, 1997 totaled
$122.9 million, a decrease of $14.4 million or 10.5% from the comparable period
in 1996. Cost of sales was 76.0% of sales in the first quarter of 1997 as
compared to 76.7% in first quarter of 1996. This decrease as a percentage of
sales primarily is due to improved promotional pricing practices.
Depreciation and Amortization. Depreciation and amortization amounted to $4.5
million for the 12 weeks ended March 22, 1997, an increase of $0.1 million over
the comparable period in 1996 due to five store remodels in 1996.
Other Selling, General and Administrative Expenses. Other selling, general and
administrative expenses for the 12 week period ended March 22, 1997 were $29.8
million, a decrease of $2.9 million, or 9.0%, from the comparable period in
1996. These expenses, as a percentage of sales, increased to 18.4% in 1997 from
18.3% in 1996. The slight increase in other selling, general and administrative
expenses as a percent of sales is primarily the result of lower sales volume.
Interest Expense. Interest expense totaled $8.2 million for the 12 week period
ended March 22, 1997, an increase of $0.6 million over the same period in 1996.
The increase is primarily attributable to a higher average outstanding balance
on the Company's revolving credit facility.
Disposition of Assets. The Company realized a gain of $0.4 million on the sale
of an outparcel and $.03 million on sale of partnership interest during the
first quarter of 1997. The gain was partially offset by the writeoff of
leasehold improvements in a closed store. In 1996, the Company recognized a loss
of $0.2 million from disposition of assets.
Inflation
The Company's cost of sales and certain other operating expenses are affected by
a number of factors that are beyond the Company's control, including the cost of
merchandise, the competitive climate and general and regional economic
conditions. As is typical in the retail food industry, the Company has generally
been able to maintain margins by adjusting its selling prices, but competitive
conditions may, from time to time, render it unable to do so while maintaining
or increasing its market share.
Liquidity and Capital Resources
Cash flow from operations as well as amounts available under its revolving
credit facility represent the Company's primary sources of short-term liquidity.
At March 22, 1997, the Company had approximately $18.2 million available under
the revolving credit facility subject to certain borrowing base limitations,
less $3.9 million reserved for the redemption of the convertible subordinated
debentures and $0.8 million related to outstanding letters of credit. The
Company is current in the payment of all of its existing principal and interest
payments on indebtedness for
-8-
borrowed money including the cash interest payment made April 1, 1997 on its
12.25% Senior Notes and Series A Notes ("Notes"). However, the Company will
require substantial cash flow to meet its future interest and principal
repayment obligations under such indebtedness.
Cash flows from the Company's operating, investing and financing activities for
the 12 week periods ended March 22, 1997 and March 23, 1996 are disclosed in the
accompanying consolidated statements of cash flows. In the 12 weeks ended March
22, 1997, the Company's operating activities generated $5.3 million in cash
compared to the $6.3 million generated in the corresponding period in 1996. This
decrease is primarily attributable to an increase in the net investment in
inventory. The Company used $1.6 million in cash in its investing activities in
the first quarter of 1997 compared to the $5.2 million in cash the Company used
in the corresponding period in 1996. This decrease is attributable to two major
store remodeling projects undertaken during the first quarter of 1996 and
proceeds of $1.7 million received from the sale of one owned property in 1997.
In the 12 weeks ended March 22, 1997, the Company's financing activities used
$3.9 million in cash compared to $1.4 million used in the corresponding period
in 1996. This fluctuation is primarily due to the increase in net repayments
made on the Company's revolving credit facility in 1997.
The Company's parent, FF Holdings, is a holding company with no independent
operations from the Company. As a result, the ability of FF Holdings to pay
interest or dividends is dependent upon the Company's ability to pay dividends
to FF Holdings in an amount sufficient to satisfy such obligations. The ability
of the Company to pay these dividends will be dependent upon the Company's
future performance and its ability to refinance or restructure its existing
debt, including the revolving credit facility, which terminates in January 1998.
Assuming FF Holdings elects to pay interest through the October 1, 1997 interest
payment date by distributing additional 14.25% Senior Notes ("Holding Company
Notes") in a principal amount to equal to the interest then due, FF Holdings
will be required to make level, semi-annual cash interest payments of $7.1
million each or $14.1 million annually, to noteholders beginning April 1, 1998,
through the maturity date of the Holding Company Notes. Even in the unlikely
event that the Company had sufficient cash flow to pay the required dividends to
FF Holdings, covenants in the Indentures and other instruments evidencing the
Company's debt obligations will restrict the Company's ability to make cash
dividend payments to FF Holdings. Assuming the Company were unable to make cash
dividends to FF Holdings, FF Holdings would be unable to pay cash interest on
the Holding Company Notes and would go into default under the FF Holdings
Indenture. In the event of such a default, the trustee would be entitled to
exercise all of its rights under the Indenture for the Holding Company Notes,
including the acceleration of the principal of the notes. It is also possible
that such an event could lead the FF Holdings noteholders to acquire a
controlling interest in the Company, which could in turn trigger a "Change of
Control" as defined in the Company Indentures. A change of control would require
the Company to offer to repurchase the Notes, requiring an effective
acceleration of the maturity of the Notes. There can be no assurance that the
Company would be able to finance such a repurchase. If it were not able to
finance such a repurchase, then the Company would be in default under its
Indentures.
In anticipation of the potential inability of FF Holdings to pay interest on its
obligations in April 1998 and the possible acquisition by the FF Holdings'
noteholders of a controlling interest in the Company, management of the Company
is currently exploring strategic alternatives to provide a long-term solution to
the existing capital structure. However, there can be no assurance that options
available to the Company will generate sufficient capital to satisfy its
obligations.
The following table summarizes the Company's estimated debt service and net
budgeted cash capital expenditures for fiscal 1997.
(in thousands)
Budgeted capital expenditures $5,000
Proceeds from sale of assets and lease assignments (3,300)
Interest expense 34,000
Principal repayments of obligations under capital leases 3,000
Principal repayments of notes payable 800
Payments under closed store and restructuring
accruals, net of imputed interest 1,900
$41,400
-9-
Beginning April 1, 1997 the Company implemented a new short-term business
strategy to improve its financial performance and liquidity. The focus is to
conserve capital, reduce administrative and operating expenses, and direct
management attention toward the operation of existing stores.
The Company plans to fund cash capital expenditures of approximately $5.0
million with cash generated from operations and amounts available under the
revolving credit facility. The Company opened one new store in March operating
under the name "3 Stores, 1 Roof", and management estimates it will spend
approximately $2.5 million in 1997 on maintenance capital on existing stores.
The Company does not intend to commence any additional new store construction in
1997. In the near term, the Company believes that a reduction or postponement of
its new store program will not substantially impact current operations. However,
in the long-term, if this program is substantially reduced, management believes
that the Company's operations and ultimately its cash flow would be adversely
impacted.
At December 28, 1996, the Company reflected three closed stores and several
parcels of undeveloped land as assets held for sale on its balance sheet at the
estimated net realizable value of the assets less costs to sell of $10.0
million. One of the closed stores is currently under lease. The Company sold one
parcel of land for gross proceeds of $1.7 million during the first quarter of
1997, has an additional parcel under contract for a sales price of $1.0 million,
and is pursuing the sale of the remaining assets.
The Company's relationship with its suppliers is an important component of its
liquidity. During the period of time that strategic alternatives are explored,
as discussed above, management expects that credit terms with suppliers will
remain substantially consistent with past practices. However, if credit with its
major suppliers is curtailed, the Company's liquidity would decrease.
Based on the Company's ability to generate working capital through its
operations and the amount available under the revolving credit facility, the
Company believes that it has sufficient liquidity and financial resources to
meet its obligations for fiscal 1997.
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SIGNATURE
Pursuant to the requirements of the Security Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Farm Fresh, Inc.
Date May 5, 1997
--------------------------
Richard D. Coleman
Executive Vice President,
Chief Financial Officer
SIGNATURE
Pursuant to the requirements of the Security Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Farm Fresh, Inc.
Date May 5, 1997 Richard D. Coleman /s/
---------------- --------------------------
Richard D. Coleman
Executive Vice President,
Chief Financial Officer