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 June 14, 1997 Commission File Numbers 33-50458 and 33-75398
-------------- -----------------------
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 July 29, 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 June 14, 1997 1
Unaudited Condensed Consolidated Statements of Loss - 12 weeks ended June
15, 1996 and June 14, 1997 and
24 weeks ended June 15, 1996 and June 14, 1997 3
Unaudited Condensed Consolidated Statement of Stockholder's Deficit -
24 weeks ended June 14, 1997 4
Unaudited Condensed Consolidated Statements of Cash Flows -
24 weeks ended June 15, 1996 and June 14, 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 11
FARM FRESH, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
December 28, June 14,
Assets 1996 1997
------ -------------- ------------
Current assets:
Cash $ 847,665 $ 626,817
Accounts receivable, net of
allowance for doubtful accounts
of $1,003,038 at December 28, 1996 and
$1,044,138 at June 14, 1997 14,792,965 11,581,681
Merchandise inventories:
Assuming the first-in, first-out method 54,164,510 47,217,985
Less adjustment to the last-in, first-out method 3,355,394 3,540,008
----------- ------------
50,809,116 43,677,977
----------- ------------
Prepaid expenses and other current assets 1,355,115 2,976,053
----------- ------------
Total current assets 67,804,861 58,862,528
------------ ------------
Assets held for sale 9,998,102 7,734,518
Property and equipment:
Land 8,727,365 8,727,365
Buildings 62,675,865 66,038,556
Leasehold improvements 35,955,672 37,616,971
Fixtures and equipment 87,093,915 91,619,657
Transportation equipment 608,037 549,257
Construction in progress 894,515 -
------------- ------------
195,955,369 204,551,806
Less accumulated depreciation and amortization 91,778,403 98,208,281
------------ ------------
Net property and equipment 104,176,966 106,343,525
----------- -----------
Favorable lease rights, net of accumulated
amortization of $7,283,859 at December 28, 1996
and $7,254,959 at June 14, 1997 3,540,441 3,243,061
Goodwill, net of accumulated amortization of
$2,348,851 at December 28, 1996 and $2,974,068 at
June 14, 1997 7,227,683 6,602,466
Deferred financing costs, net of accumulated
amortization of $6,301,559 at December 28, 1996
and $7,001,457 at June 14, 1997 5,785,031 5,789,076
Other, net 175,677 572,456
------------ ------------
$198,708,761 $189,147,630
=========== ===========
(continued)
-1-
FARM FRESH, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (continued)
(Unaudited)
Liabilities and Stockholder's Deficit December 28, June 14,
1996 1997
-------------- -------------
Current liabilities:
Current installments of notes payable $ 801,467 $ 511,777
Current installments of obligations
under capital leases 3,040,132 3,158,660
Trade accounts payable 36,149,820 27,729,103
Accrued expenses:
Licenses and other taxes 5,407,620 5,140,962
Interest 7,181,091 6,138,438
Insurance claims 4,125,522 6,541,460
Other 7,710,665 8,048,248
------------ ------------
Total accrued expenses 24,424,898 25,869,108
----------- ------------
Accrued costs relating to closed stores,
current portion 1,901,305 1,862,588
------------ ------------
Total current liabilities 66,317,622 59,131,236
----------- ------------
Long-term debt, excluding current installments:
Revolving credit facility 24,289,957 25,606,897
Notes payable 919,698 679,772
Obligations under capital leases 33,958,653 37,529,229
12.25% senior notes 165,000,000 165,000,000
12.25% senior notes, series A 37,074,410 36,942,596
Convertible subordinated debentures 4,380,243 4,236,789
----------- ------------
Total long-term debt 265,622,961 269,995,283
----------- -----------
Accrued costs relating to closed stores 7,470,884 6,792,600
Deferred credits and other liabilities 3,424,988 3,007,913
------------ ------------
Total liabilities 342,836,455 338,927,032
----------- -----------
Stockholder's deficit:
Common stock of $.01 par value;
authorized 200 shares; issued 10 shares - -
Additional paid-in capital 29,423,528 29,395,487
Accumulated deficit (172,442,282) (178,065,949)
FF Holdings stockholder loans (1,108,940) (1,108,940)
------------ ------------
Total stockholder's deficit (144,127,694) (149,779,402)
Commitments and contingencies - -
------------- -----------
$198,708,761 $189,147,630
=========== ===========
See accompanying notes to condensed consolidated financial statements.
-2-
FARM FRESH, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Loss
12 Weeks Ended June 15, 1996 and June 14, 1997 and
24 Weeks Ended June 15, 1996 and June 14, 1997
(Unaudited)
12 weeks ended 24 weeks ended
June 15, June 14, June 15, June 14,
1996 1997 1996 1997
----------------- ----------------- ----------------- ---------------
Sales $ 180,032,213 $ 161,835,339 $358,986,649 $323,503,009
Cost of sales 137,675,308 123,018,453 274,965,335 245,869,439
----------- ----------- ----------- -----------
Gross profit 42,356,905 38,816,886 84,021,314 77,633,570
Depreciation and amortization (4,519,011) (4,586,117) (8,886,358) (9,057,376)
Other selling, general and
administrative expenses (31,735,746) (28,658,042) (64,480,352) (58,466,035)
Interest expense (8,028,687) (7,998,027) (15,663,863) (16,182,049)
Gain (loss) on disposition of assets 116,129 122,615 (97,329) 439,652
Other, net 11,551 61 60,443 8,571
----------- ----------- ----------- -----------
Net loss $ (1,798,859) $ (2,302,624) $ (5,046,145) $ (5,623,667)
=========== =========== =========== ============
See accompanying notes to condensed consolidated financial statements.
-3-
FARM FRESH, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Stockholder's Deficit
24 Weeks Ended June 14, 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 - - (28,041) - - (28,041)
Net loss - - - (5,623,667) - (5,623,667)
------- ----- -------------- ------------- --------------- -------------
Balance at
June 14, 1997 10 $ - $29,395,487 $(178,065,949) $(1,108,940) $(149,779,402)
====== ===== ========== ============ ========== ============
See accompanying notes to condensed consolidated financial statements.
-4-
FARM FRESH, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
24 Weeks Ended
June 15, June 14,
1996 1997
------------- -------------
Cash flows from operating activities:
Net loss $ (5,046,145) $ (5,623,667)
------------ ------------
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization 8,886,358 9,057,376
Loss (gain) on disposition of assets 97,329 (439,652)
Gain on conversion of convertible subordinated debentures (58,354) (6,546)
Amortization of premium on 12.25% senior notes, series A (117,972) (131,814)
LIFO charge to earnings 184,200 184,614
Noncash recognition of deferred revenue (228,389) (493,348)
Changes in assets and liabilities that increase (decrease) cash:
Accounts receivable, net 709,988 3,211,284
Merchandise inventories 1,100,724 6,588,866
Prepaid expenses and other current assets (1,405,032) (1,620,938)
Trade accounts payable 3,854,592 (8,420,717)
Accrued expenses (3,223,637) 1,444,210
Accrued costs relating to closed stores (761,364) (717,001)
Deferred credits and other liabilities (177,431) 76,273
Other, net 324,955 (119,209)
------------ -------------
Total adjustments 9,185,967 8,613,398
----------- -----------
Net cash provided by operating activities 4,139,822 2,989,731
----------- -----------
Cash flows from investing activities:
Acquisitions of property and equipment (11,783,214) (4,457,189)
Proceeds from sale of property and equipment 3,199,604 2,777,791
------------ -----------
Net cash used in investing activities (8,583,610) (1,679,398)
----------- -----------
Cash flows from financing activities:
Borrowings under revolving credit facility 61,365,530 55,196,497
Repayments under revolving credit facility (54,527,357) (53,879,557)
Repayments of long-term debt (520,723) (503,454)
Principal repayments of obligations under capital leases (851,809) (1,403,012)
Payment upon conversion of convertible subordinated debentures (759,207) (163,070)
Dividend to FF Holdings (21,024) (28,041)
Payment of financing costs (617,557) (750,544)
----------- -----------
Net cash provided by (used in) financing activities 4,067,853 (1,531,181)
----------- -----------
Net decrease in cash (375,935) (220,848)
Cash at beginning of period 2,316,425 847,665
----------- -----------
Cash at end of period $ 1,940,490 $ 626,817
=========== ===========
(continued)
-5-
FARM FRESH, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Supplemental disclosures of cash flow information:
24 Weeks Ended
June 15, June 14,
1996 1997
------------- -------------
Cash paid during the period for:
Interest $ 16,490,728 $ 17,224,702
=========== ===========
Income taxes $ - $ -
=========== ===========
Supplemental information on non cash investing activities:
During the 24 week period ended June 14, 1997, the Company entered into
capital lease obligations of $5,092,116.
See accompanying notes to condensed consolidated financial statements.
-6-
FARM FRESH, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 14, 1997
(Unaudited)
1. Nature of Business
Farm Fresh, Inc. (the "Company") is a Virginia supermarket chain
operating 47 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 consolidated 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 uses a fifty-two/fifty-three week fiscal year ending on the
Saturday nearest to December 31 which 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 47
supermarkets. The Company is a wholly owned subsidiary of FF Holdings
Corporation ("FF Holdings") which has no independent operations. All statements
and information herein, other than statements of historical fact, are forward
looking statements that are based upon a number of assumptions concerning future
conditions that ultimately may prove to be inaccurate. These forward looking
statements may be identified by the use of words such as "belief," "anticipate,"
and "expect," and concern, among other things, the Company's ability to maintain
margins by adjusting its selling prices; its ability or inability to make cash
dividends to FF Holdings and the consequences associated with such; its
short-term business strategy; and its ability to maintain its credit terms with
its suppliers. Many phases of the Company's operations are subject to influences
outside its control. Any one or any combination of factors could have a material
adverse effect on the Company's business, financial condition, and results of
operations. These factors include 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 and 24 Weeks ended June 14, 1997 with 12 Weeks and 24
Weeks ended June 15, 1996.
Sales. Sales for the 12 week period ended June 14, 1997 decreased 10.1% to
$161.8 million from $180.0 million for the comparable period in 1996. For the 24
week period ended June 14, 1997, sales were $323.5 million compared to $359.0
million for the corresponding period in 1996, a decrease of 9.9%. Same store
sales for the second quarter 1997 and year to date 1997 decreased 10.1% and
8.6%, respectively. This decrease in sales was attributable to the closure of
four stores since the second quarter of 1996 and the sale of two combination
stores in second 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 declined primarily as a result
of the impact of seventeen competitive store openings over the last twelve
months.
Cost of Sales. Cost of sales was 76.0% of sales in the 12 and 24 week periods in
1997, respectively, compared to 76.5% and 76.6%, respectively, in the
corresponding periods in 1996. This decrease as a percentage of sales was
primarily due to improved promotional pricing practices and a shift in the sales
mix to higher margin products.
Depreciation and Amortization. Depreciation and amortization for the 12 week
period ended June 14, 1997 amounted to $4.6 million, an increase of $0.1 million
over the comparable period in 1996. For the 24 week period ended June 14, 1997,
depreciation and amortization totalled $9.1 million, an increase of $0.2 million
from the comparable period in 1996. This increase was primarily due to five
store remodels in 1996.
Other Selling, General and Administrative Expenses. Other selling, general and
administrative expenses for the second quarter of 1997 and 1996 were $28.7
million, or 17.7% of sales, and $31.7 million, or 17.6% of sales, respectively.
Other selling, general and administrative expenses for the 24 week period ended
June 14, 1997 were $58.5 million, or 18.1% of sales, as compared to $64.5
million, or 18.0% of sales, for the corresponding period in 1996. The decrease
in selling, general and administrative expenses is primarily attributable to
reductions in variable expenses as a result of the decreased sales volume and
the reduction in operating and administrative expenses in connection with the
Company's short-term strategy implemented in March 1997.
Interest Expense. Interest expense for the 12 week periods ended June 14, 1997
and June 15, 1996 was $8.0 million. For the 24 weeks ended June 14, 1997,
interest expense totalled $16.2 million, an increase of $0.5 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.
Gain (Loss) on Disposition of Assets. The Company realized a gain of $0.4
million on the sale of an outparcel and $0.3 million on the sale of a
partnership interest during the first two quarters of 1997. The gain was
partially offset by the writeoff of leasehold improvements applicable to a
closed store. In 1996, the Company recognized a loss of $0.1 million from
disposition of assets.
-8-
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
Liquidity
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 June 14, 1997, the Company had approximately $14.4 million available under
the revolving credit facility subject to certain borrowing base limitations,
less $3.9 million reserved for the redemption of convertible subordinated
debentures and $2.4 million related to outstanding letters of credit. The
Company has paid all of its existing principal and interest obligations on
indebtedness for borrowed money including the cash interest payment made April
1, 1997 on its 12.25% Senior Notes and 12.25% Senior Series A Notes
(collectively, the "Notes"). However, the Company will require substantial cash
flow to meet its future interest and principal repayment obligations under such
indebtedness.
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 satisfy
its obligations 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 (the "Holding
Company Notes") in a principal amount equal to the interest then due, FF
Holdings will be required to make level, semi-annual cash interest payments of
$7.1 million to noteholders beginning April 1, 1998, through the maturity date
of the Holding Company Notes. Even in the unlikely event that the Company has
sufficient cash flow to pay the required dividends to FF Holdings, covenants in
the indentures governing the notes (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
indenture governing the Holding Company Notes (the "FF Holdings Indenture"). In
the event of such a default, the trustee would be entitled to exercise all of
its rights under the FF Holdings Indenture, including the acceleration of the
principal of the Holding Company 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 the 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 $6,000
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 accruals,
net of imputed interest 1,900
Working capital changes and other (1,000)
-------
$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's relationship with its suppliers is an important component of its
liquidity. While the Company continues to explore its strategic alternatives, 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 be adversely impacted.
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.
Capital Resources
The Company plans to fund cash capital expenditures of approximately $6.0
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". 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. The Company sold one closed store and one parcel of land for gross
proceeds of $2.8 million during the first two quarters of 1997, and is pursuing
the sale of the remaining assets.
-10-
Part II - Other Information
Item 5. Other Information
Effective June 11, 1997, July 2, 1997, and July 9, 1997,
respectively, Mr. Barton J. Winokur, Mr. Keith E. Alessi and Mr.
Michael E. Julian resigned as directors of both Farm Fresh, Inc. and
FF Holdings Corporation and the Company has not elected their
successors as of the date of this report.
-11-
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Farm Fresh, Inc.
Date July 29, 1997
Richard D. Coleman
Executive Vice President,
Chief Financial Officer
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Farm Fresh, Inc.
Date July 29, 1997 Richard D. Coleman /s/
------------------ --------------------------
Richard D. Coleman
Executive Vice President,
Chief Financial Officer