UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Date of Report (Date of earliest event reported): November 14, 1997
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WILD OATS MARKETS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-21577 84-1100630
(State or other jurisdiction (Commission file (I.R.S. Employer
of incorporation or organization) number) Identification Number)
1645 BROADWAY
Boulder, Colorado 80302
(303) 440-5220
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) PRO FORMA FINANCIAL INFORMATION
The following pro forma financial information supplements financial
information with respect to Wild Oats Markets, Inc. ("Wild Oats" or
the "Company") contained in the Company's Annual Report on Form 10-
K for the year ended December 28, 1996:
PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS (Unaudited)
In June 1996, the Wild Oats acquired the assets of three natural foods stores
located in Salt Lake City, Utah operating as New Frontiers in a cash-for-assets
transaction. In July 1996, Wild Oats acquired all of the outstanding stock of
Alfalfa's, Inc. ("Alfalfa's"), a natural foods supermarket chain headquartered
in Boulder, Colorado. In that transaction, Alfalfa's issued approximately
4,235,000 shares of its capital stock in exchange for shares of the Company's
capital stock; however, because the former Wild Oats stockholders controlled a
majority of the voting stock of the combined company following the acquisition,
the transaction was accounted for as a reverse acquisition with the Company as
the acquiror. Immediately after the closing of the acquisition, the Company
repurchased shares of its capital stock from former Alfalfa's stockholders who
had approved the acquisition contingent upon such repurchase.
The transactions referred to in the first paragraph were accounted for using the
purchase method of accounting. The pro forma combined condensed statement of
operations for fiscal year 1996 which follows gives effect to the impact of the
acquisition of Alfalfa's and New Frontiers as if the transactions had occurred
as of the beginning of the period. The pro forma combined condensed statement
of operations does not give effect to other acquisitions which both individually
and in the aggregate were immaterial.
In the opinion of the Company all adjustments necessary to present fairly such
pro forma combined condensed statements of operations have been made. This
unaudited pro forma combined condensed statement of operations is not
necessarily indicative of what actual results would have been had the
transactions occurred at the beginning of the applicable period nor does it
purport to indicate the results of future operations of the Company.
PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)
(IN THOUSANDS, EXCEPT PER-SHARE AMOUNTS)
Historical
----------------------------------------------------
Wild Oats Alfalfa's New Frontiers Year Ended December 28, 1996
Year Ended Six Months Ended Five Months Ended ----------------------------
December 28, June 30, May 31, Pro Forma Pro Forma
1996 1996 1996 Adjustments Combined
------------ ---------------- ---------------- -------------- -----------
Sales $ 192,493 $ 45,091 $ 4,735 $ 242,319
Costs of goods sold
and occupancy costs 130,957 30,390 2,986 $ (35)(a) 164,298
------------ ---------------- ---------------- -------------- -----------
Gross profit 61,536 14,701 1,749 35 78,021
Direct store expenses 48,317 11,305 1,114 60,736
Selling, general and
administrative expenses 8,977 2,225 104 311 (b) 11,455
26 (b)
(188)(c)
Pre-opening expenses 1,763 1,763
Nonrecurring expenses 7,035 7,035
------------ ---------------- ---------------- -------------- -----------
Income (loss) from
operations (4,556) 1,171 531 (114) (2,968)
Interest expense, net 904 5 3 912
------------ ---------------- ---------------- -------------- -----------
Income (loss) before
income taxes (5,460) 1,166 528 (114) (3,880)
Income tax expense (benefit) (977) 486 198 90 (d) (203)
------------ ---------------- ---------------- -------------- -----------
Net income (loss) $ (4,483) $ 680 $ 330 $ (204) $ (3,677)
============ ================ ================ ============== ===========
Unaudited pro forma
net loss per share $ (0.92) $ (0.75)
============ ===========
Unaudited pro forma
weighted average number
of common shares
outstanding 4,890 4,890
============ ===========
The accompanying notes are an integral part of the pro forma
combined condensed statement of operations (unaudited).
NOTES TO PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
(IN THOUSANDS)
(a) Elimination of depreciation related to assets written off in Alfalfa's
acquisition of $350, depreciated over a five-year life on a straight-line
basis.
(b) Amortization of the incremental excess of the acquisition cost over the
related net book value of assets acquired, over 40 years on a straight-line
basis, for the following acquisitions:
Excess Amortization
------- ------------
Alfalfa's ($27,799 less $2,902) $24,897 $311
New Frontiers 2,100 26
(c) Elimination of salaries and benefits of Alfalfa's employees terminated as a
direct result of the acquisition ($305) and discontinuance of Alfalfa's
Employee Stock Option Plan contributions and related costs ($70). The pro
forma adjustment represents six months, or 50%, of such costs.
(d) Tax effect of pro forma adjustments.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
WILD OATS MARKETS, INC.
Date: November 14, 1997 By: /s/ Mary Beth Lewis
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Mary Beth Lewis
Executive Officer, Vice President
of Finance, Treasurer and
Chief Financial Officer
(Principal Financial and Accounting Officer)