UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
[X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 25, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to___________
Commission file number: 000-28590
Fine Host Corporation
(Exact name of Registrant as specified in its charter)
Delaware 06-1156070
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3 Greenwich Office Park
Greenwich, CT 06831
(Address of principal executive offices) (Zip code)
(Registrant's telephone number including area code) (203) 629-4320
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ____
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 ]
At March 21, 1997, the aggregate market value of shares of the Registrant's
Common Stock, $.01 par value (based upon the closing price of $25.00 per share
of such stock on NASDAQ) held by non-affiliates of the Registrant was
approximately $194,008,775. Solely, for the purposes of this calculation, shares
held by directors and officers of the Registrant have been excluded. Such
exclusion should not be deemed a determination or an admission by the Registrant
that such individuals are, in fact, affiliates of the Registrant
The number of shares outstanding of each of the Registrant's classes of common
stock, as of the latest practicable date are as follows:
Title Outstanding
- ----- -----------
Common Stock, $.01 Par Value ............................ 8,955,766
DOCUMENTS INCORPORATED BY REFERENCE
Incorporated Document Location in Form 10-K
- -------------------- ---------------------
Registrant's definitive proxy
statement for its 1997 annual meeting Part III
of stockholders
FINE HOST CORPORATION
TABLE OF CONTENTS TO FORM 10-K/A
Item Number Page
- ---------- ----
PART II
ITEM 6 - SELECTED FINANCIAL DATA .................................. 1
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION ................... 2
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA .............. 8
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE .................. 8
PART III
ITEM 14 - EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS
ON FORM 8-K .......................................... 9
PART II
ITEM 6 - SELECTED FINANCIAL DATA
Summary Consolidated Financial Data
(dollars in thousands except per share data)
Fiscal Years (1)
-----------------------------------------------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
(as restated, see Note 18 in the Notes to the Consolidated Financial Statements):
Statement of Income Data:
Net Sales ................................ $ 130,639 $ 95,382 $ 82,113 $ 61,212 $ 39,428
Gross Profit ............................. 11,821 8,956 7,983 5,144 4,058
Income (loss) from operations ............ (3,683) (1,585) 27 1,227 (158)
Net (loss) ............................... $ (4,441) $ (2,709) $ (1,213) $ 176 $ (550)
Net loss per share of Common Stock (2) .. $ (1.39) $ (1.76) $ (.71) $ (.03) $ (.27)
Average number of shares of Common
Stock outstanding ...................... 4,137 2,048 2,048 2,048 2,048
Selected Operating Data:
EBITDA (3) ............................... $ 828 $ 2,291 $ 2,403 $ 2,968 $ 995
Net cash (used) provided by operating
activities ............................. (7,655) (907) 2,509 1,966 777
Net cash used in investing activities .... (18,117) (4,246) (8,985) (5,960) (1,396)
Net cash provided by financing activities 29,885 4,255 7,632 2,737 463
Total contracts at end of period (4) ..... 341 95 81 42 28
Balance Sheet Data (at end of period):
Working capital (deficit) ................ $ (3,753) $ (7,744) $ (5,533) $ (260) $ 1,089
Total assets ............................. 95,993 48,988 47,266 27,003 18,224
Total debt ............................... 40,573 28,931 25,518 13,358 10,759
Stockholders' equity ..................... 28,544 907 3,016 4,479 1,142
(1) The Company's fiscal year ends on the last Wednesday of December. The 1992
fiscal year was a 53-week period.
(2) Net loss per share is calculated based upon net loss less accretion to the
redemption value of warrants issued in fiscal 1993. Accretion to redemption
value of warrants was $1,300 ($0.31 per share), $900 ($0.44 per share), $250
($0.12 per share) and $230 ($0.11 per share) for fiscal 1996, 1995, 1994 and
1993, respectively.
(3) Represents earnings before interest expense, income tax expense and
depreciation and amortization ("EBITDA"). EBITDA is not a measurement in
accordance with generally accepted accounting principles ("GAAP") and should not
be considered an alternative to, or more meaningful than, income from
operations, net income or cash flows as defined by GAAP or as a measure of the
Company's profitability or liquidity. The Company has included information
concerning EBITDA herein because management believes EBITDA provides useful
information regarding the cash flow of the Company and its ability to service
debt.
(4) Represents total contracts other than contracts for one-time or special
events.
1
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
Overview
The Company was formed in 1985 and has grown to become a leading provider
of food and beverage concession, catering and ancillary services to more than
400 facilities in 38 states. The Company targets four distinct markets within
the contract food service industry: the recreation and leisure market
("Recreation and Leisure"), serving arenas, stadiums, amphitheaters, civic
centers and other recreational facilities; the convention center market
("Convention Centers"); the educational and school nutrition markets
("Education"), which the Company entered in 1994, serving colleges, universities
and since 1996, elementary and secondary schools; and the business dining market
("Business Dining"), which the Company entered in 1994, serving corporate
cafeterias, office complexes and manufacturing plants.
A significant portion of the Company's growth to date has been derived from
acquisitions. From April 1993 through December 1996, the Company acquired seven
companies. In April 1993, the Company acquired Fanfare, Inc., which primarily
serves recreation and leisure facilities. In September 1994, the Company
acquired Creative Food Management, Inc., which serves the Education, Business
Dining and Recreation and Leisure markets. In July 1995, the Company acquired
Northwest Food Service, Inc. which serves the Education and Business Dining
markets. The Company acquired Sun West in March 1996, Ideal in July 1996, PCS
Holding Corporation (formerly known as HCS Management Corporation) ("PCS") in
November 1996 and Republic in December 1996 for an aggregate purchase price of
approximately $23.0 million. In the beginning of the first quarter of the 1997
fiscal year, the Company acquired two additional companies. On December 30, 1996
the Company acquired Service Dynamics for a purchase price of approximately $3.0
million. On January 23, 1997 the Company acquired Serv-Rite for a purchase price
of approximately $7.5 million. The Company is in the process of eliminating
certain redundant operations through closings of offices and termination of
excess personnel from certain of the companies acquired in 1996 and 1997. This
process was begun in 1997 and will continue throughout 1998.
The matters discussed in this Report contain forward-looking statements
which involve risks relating to future events and uncertainties associated with
the food service industry. The Company's actual events or results may differ
materially from the results discussed in the forward looking statements. These
risks are detailed from time to time in the Company's filings with the
Securities and Exchange Commission.
Results of Operations
The following table sets forth, for the periods indicated, certain
financial data as a percentage of the Company's net sales:
Fiscal Years
-----------------------------
1996 1995 1994
----- ----- -----
Net Sales .............................. 100.0% 100.0% 100.0%
Cost of Sales .......................... 90.9 90.6 90.3
----- ----- -----
Gross Profit ........................... 9.1 9.4 9.7
General and administrative expenses .... 11.9 11.0 9.7
----- ----- -----
Loss from operations ................... (2.8) (1.6) --
Interest expense, net .................. 2.0 2.8 1.9
----- ----- -----
Loss before tax benefit ................ (4.8) (4.4) (1.9)
Tax benefit ............................ (1.4) (1.6) (.4)
----- ----- -----
Net loss before warrant accretion ...... (3.4)% (2.8)% (1.5)%
----- ----- -----
----- ----- -----
2
The following table sets forth net sales attributable to the Company's
principal operating markets, expressed in dollars (in thousands) and as a
percentage of total net sales:
Fiscal Years
-------------------------------------------------------------------
1996 1995 1994
--------------------- ------------------- --------------------
Recreation and Leisure $ 41,285 31.6% 42,528 44.6% $45,767 55.7%
Convention Centers ... 45,378 34.7 34,746 36.4 30,443 37.1
Educational Dining ... 25,640 19.6 8,887 9.3 2,710 3.3
Business Dining ...... 11,508 8.8 9,049 9.5 3,193 3.9
Healthcare ........... 2,758 2.1 124 0.1 -- --
Corrections .......... 2,875 2.2 -- -- -- --
Other ................ 1,195 1.0 48 0.1 -- --
-------- ----- ------- ----- ------- -----
Total ............. $130,639 100.0% $95,382 100.0% $82,113 100.0%
-------- ----- ------- ----- ------- -----
-------- ----- ------- ----- ------- -----
Fiscal 1996 Compared to Fiscal 1995
Net Sales. The Company's net sales increased 37% to $130.6 million in
fiscal 1996 from $95.4 million in fiscal 1995. Net sales increased in fiscal
1996 in all market areas except Recreation and Leisure. Recreation and Leisure
net sales decreased 3% in fiscal 1996 as compared to fiscal 1995, primarily due
to a decrease in attendance at the Florida Marlins major league baseball games
and the decision by a private tenant of one of the Company's clients to build a
new facility and self operate its food service. This decrease was partially
offset by new contracts signed with the Concord Pavilion in Concord, California
and the Coral Sky Amphitheater in West Palm Beach, Florida. Net sales from
Convention Centers increased 31% in fiscal 1996 as compared to fiscal 1995
primarily as a result of increased sales from existing contracts, including the
Orange County Convention Center in Orlando, Florida, the Monroe Civic Center
Complex in Monroe, Louisiana, the D.L. Lawrence Convention Center in Pittsburgh,
Pennsylvania and the Albuquerque Convention Center in New Mexico. Net sales from
all other market segments more than doubled primarily as a result of the
acquisitions of Sun West in March 1996, Ideal in July 1996, PCS in November 1996
and Republic in December 1996, as well as the impact of new contracts such as
Boise State University in Boise, Idaho and St. Edward's College in Austin,
Texas.
Gross Profit. Gross profit as a percentage of net sales decreased to 9.1%
in fiscal 1996 from 9.4% in fiscal 1995. Write downs of the carrying value of
certain assets was $1.3 million in 1996 and $0.2 million in 1995. Excluding
these write downs, the gross profit percentage was 10% in 1996 versus 9.6% in
1995. This increase is attributable to purchasing efficiencies gained from an
expanded base of business.
General and Administrative Expenses. General and administrative expenses
increased to $15.5 million (or 11.9% of net sales) in fiscal 1996 from $10.5
million (or 11.0% of net sales) in fiscal 1995. This increase was attributable
primarily to the Company's continued investment in training programs, regional
management and additional sales personnel to support its current and future
growth plans. In addition, significant expenses were incurred relating to the
performance of duplicate functions by personnel at Sun West, Ideal, PCS and
Republic. A portion of these costs were eliminated by the end of 1996 and
throughout 1997, with the remainder expected to be eliminated in the first half
of 1998.
Operating Loss. Operating loss increased from $1.6 million in fiscal 1995
to $3.7 million in fiscal 1996, due to a decline in gross profit and increased
general and administrative expenses.
Interest Expense. Interest expense decreased $60,000, due primarily to a
reduction in debt levels resulting from the repayment of certain obligations
under the Company's credit facility with the net proceeds from the initial
public offering, as well as the repayment of subordinated debt.
3
Fiscal 1995 Compared to Fiscal 1994
Net Sales. The Company's net sales increased 16.2% from $82.1 million in
fiscal 1994 to $95.4 million in fiscal 1995. Net sales increased in fiscal 1995
in all markets areas, except Recreation and Leisure. Recreation and Leisure net
sales decreased 7.1% in fiscal 1995 as compared to fiscal 1994, primarily from
the continued effects of the Major League Baseball lock-out as well as a decline
in attendance at Florida Marlins games, partially offset by the effects of new
contracts signed in 1994 and 1995. The Company's contract at Pro Player Stadium
in Miami, Florida, the home of the Miami Dolphins and the Florida Marlins,
accounted for $13.0 million of net sales in fiscal 1995, compared to $16.0
million in fiscal 1994. Net sales from Convention Centers increased 14.1% in
fiscal 1995 as compared to fiscal 1994 primarily as a result of increased sales
from existing contracts and the impact of new contracts signed in 1994 and in
1995. Net sales from Educational and Business Dining increased in fiscal 1995 as
compared to fiscal 1994, primarily as a result of the full year impact of the
acquisition of Creative and the impact of the acquisition of Northwest.
Gross Profit. Gross profit as a percentage of net sales decreased to 9.4%
in fiscal 1995 from 9.7% in fiscal 1994. Write downs of the carrying value of
certain assets was $0.2 million in 1995 and $0.1 million in 1994. Excluding
these write downs, the gross profit percentage was 9.6% in 1995 and 9.8% in
1994.
General and Administrative Expenses. General and administrative expenses
increased from $8.0 million (or 9.7% of net sales) in fiscal 1994 to $10.5
million (or 11.0% of net sales) in fiscal 1995. The dollar increase was
attributable primarily to the increase in clerical support for new accounts and
acquisitions. In addition, significant expenses were incurred relating to the
performance of duplicate functions by personnel at Northwest. The majority of
these costs were eliminated at the end of 1996.
Operating (Loss) Income. Due to decreased gross profit and increased
general and administrative expenses in 1995, the Company had an operating loss
of $1.6 million in 1995 versus operating income of $27,000 in 1994.
Interest Expense. Interest expense increased approximately $1.1 million,
due primarily to increased debt levels to finance investments in new accounts
and acquisitions as well as an increase in the prime rate and the reset of the
interest rate on its variable rate subordinated notes from 9.8% to 12.79%.
Quarterly Results of Operations
The Company's net sales and operating results vary significantly from
quarter to quarter as a result of seasonal patterns, the unpredictability in the
number, timing and type of new contracts, the timing of contract expirations and
special one-time events at facilities served by the Company. Results of
operations for any particular quarter may not be indicative of results of
operations for future periods. There can be no assurance that future seasonal
and quarterly fluctuations will not have a material adverse effect on the
Company's business, financial condition and results of operations.
The following table sets forth unaudited selected consolidated income
statement data for the periods indicated, as well as such data expressed as a
percentage of net sales for the same periods. This information has been derived
from unaudited consolidated financial statements and, in the opinion of
management, includes all adjustments (consisting only of normal recurring
adjustments) necessary for a fair presentation of such information.
4
Fiscal Quarters Ended
---------------------------------------------------------------------------------------------------
1996 1995
----------------------------------------------- ------------------------------------------------
First Second Third Fourth First Second Third Fourth
--------- --------- -------- --------- --------- --------- --------- ---------
(in thousands)
(and as restated, see Note 18 to the Consolidated Financial Statements)
Net sales ................... $ 24,930 $ 26,336 $ 37,730 $ 41,643 $ 23,411 $ 20,071 $ 26,320 $ 25,580
Cost of sales ............... 22,293 23,934 33,239 39,352 21,414 18,385 22,975 23,652
--------- --------- -------- --------- --------- --------- --------- ---------
Gross profit ................ 2,637 2,402 4,491 2,291 1,997 1,686 3,345 1,928
General and administrative
expenses ................. 2,991 3,402 4,501 4,610 2,493 2,743 3,248 2,057
--------- --------- -------- --------- --------- --------- --------- ---------
Income (loss) from operations. (354) (1,000) (10) (2,319) (496) (1,057) 97 (129)
Interest expense, net ....... 1,066 751 492 309 746 683 691 558
--------- --------- -------- --------- --------- --------- --------- ---------
Loss before tax benefit ..... (1,420) (1,751) (502) (2,628) (1,242) (1,740) (594) (687)
Tax benefit ................. (419) (517) (148) (776) (453) (634) (217) (250)
--------- --------- -------- --------- --------- --------- --------- ---------
Net loss before warrant
accretion ................... $ (1,001) $ (1,234) $ (354) $ (1,852) $ (789) $ (1,106) $ (377) $ (437)
--------- --------- -------- --------- --------- --------- --------- ---------
--------- --------- -------- --------- --------- --------- --------- ---------
(as a percentage of net sales)
Net sales ................... 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales ............... 89.4 90.9 88.1 94.5 91.5 91.6 87.3 92.5
--------- --------- -------- --------- --------- --------- --------- ---------
Gross profit ................ 10.6 9.1 11.9 5.5 8.5 8.4 12.7 7.5
General and administrative
expenses ................ 12.0 12.9 11.9 11.1 10.6 13.7 12.3 8.0
--------- --------- -------- --------- --------- --------- --------- ---------
Income (loss) from operations. (1.4) (3.8) -- (5.6) (2.1) (5.3) .4 (.5)
Interest expense, net ....... 4.3 2.9 1.3 .7 3.2 3.4 2.6 2.2
--------- --------- -------- --------- --------- --------- --------- ---------
Loss before tax benefit ..... (5.7) (6.7) (1.3) (6.3) (5.3) (8.7) (2.2) (2.7)
Tax benefit ................. (1.7) (2.0) (.4) (1.9) (1.9) (3.2) (.8) (1.0)
--------- --------- -------- --------- --------- --------- --------- ---------
Net Loss before warrant
accretion ................... (4.0)% (4.7)% (.9)% (4.4)% (3.4)% (5.5)% (1.4)% (1.7)%
--------- --------- -------- --------- --------- --------- --------- ---------
--------- --------- -------- --------- --------- --------- --------- ---------
Liquidity and Capital Resources
The Company has funded its capital requirements from a combination of debt
and equity financing and operating cash flow. Net cash used by operating
activities was $7.7 million and $0.9 million in fiscal 1996 and 1995,
respectively. An increase in accounts payable and accrued expenses and a lower
net loss contributed to net cash provided by operations of $2.5 million in
fiscal 1994.
EBITDA was $0.8 million, $2.3 million and $2.4 million in fiscal 1996, 1995
and 1994, respectively. EBITDA represents earnings before interest expense,
income tax expense and depreciation and amortization. EBITDA is not a
measurement in accordance with GAAP and should not be considered an alternative
to, or more meaningful than, income from operations, net income or cash flows as
defined by GAAP or as a measure of the Company's profitability or liquidity. The
Company has included information concerning EBITDA herein because management
believes EBITDA provides useful information regarding the cash flow of the
Company and its ability to service debt. EBITDA information should be read in
conjunction with the Consolidated Statements of Cash Flows of the Company
included in the consolidated financial statements of the Company.
5
Cash flows used in investing activities was $18.1 million, $4.2 million and
$9.0 million in fiscal 1996, 1995 and 1994, respectively. In fiscal 1996, 1995
and 1994, $3.5 million, $2.3 million and $5.8 million, respectively, was used
for additions to fixtures and equipment. In 1994, the Company made advances
aggregating $2.3 million to two clients in accordance with their food service
contracts.
A significant portion of the Company's growth to date has been derived from
acquisitions. From April 1993 through December 1996, the Company has acquired
seven companies. In April 1993, the Company acquired Fanfare, Inc., which
primarily serves recreation and leisure facilities. In September 1994, the
Company acquired Creative Food Management, Inc., which serves the Education,
Corporate Dining and Recreation and Leisure markets. In July 1995, the Company
acquired Northwest Food Service, Inc. which serves the Education and Business
Dining markets. The Company acquired Sun West in March 1996, Ideal in July 1996,
PCS in November 1996 and Republic in December 1996 for an aggregate purchase
price of approximately $23.0 million. In the beginning of the first quarter of
the 1997 fiscal year, the Company acquired two additional companies. On December
30, 1996 the Company acquired Service Dynamics for a purchase price of
approximately $3.0 million. On January 23, 1997 the Company acquired Serv-Rite
for a purchase price of approximately $7.5 million. The Company is eliminating
certain redundant operations through closings of offices and termination of
excess personnel relating to these acquisitions. This process was begun in 1997
and will continue throughout 1998. The Company's acquisitions are generally
financed through cash from working capital and from the Company's credit
facility and occasionally through the issuance of subordinated promissory notes
to the sellers.
On June 19, 1996, the Company completed its Initial Public Offering (the
"IPO"), resulting in net proceeds of approximately $32.6 million after deducting
underwriting discounts and certain expenses. The IPO net proceeds were used to
repay obligations under the Company's credit facility in effect prior to the IPO
and subordinated notes, as well as to repurchase certain warrants; and the
remainder was used for general corporate purposes. On February 7, 1997, the
Company completed a second offering (the "Follow-On Offering"), resulting in net
proceeds to the Company of approximately $59.1 million after deducting
underwriting discounts and certain expenses. The proceeds of the Follow-On
Offering were used to repay obligations under the Restated Bank Agreement
(described below) and for general working capital purposes.
In connection with the Company's IPO, the Company's credit facility was
amended and restated on June 19, 1996 ( the "Restated Bank Agreement"). The
Restated Bank Agreement provides for (i) a working capital revolving credit line
for general obligations and letters of credit, in the maximum aggregate amount
of $20.0 million (the "Working Capital Line") and (ii) a line of credit to
provide for future expansion by the Company, in the maximum amount of $55.0
million (the "Guidance Line"). The Working Capital Line provides funds for
liquidity, seasonal borrowing needs and other general corporate purposes. The
Guidance Line is available to fund the Company's acquisitions and for
investments made in connection with obtaining new contracts. The maximum
aggregate allowable borrowings under the Restated Bank Agreement is $75.0
million. The Restated Bank Agreement terminates on April 30, 1999.
The Company is often required to provide a capital commitment in its bid
to win a new facility contract. This commitment most often takes the form of an
investment in food service equipment and leasehold facilities, which upgrades
the facility itself and can increase the returns to both Fine Host and the
facility owner by generating increased sales. Occasionally, the Company makes
loans or advances to the client, the proceeds of which are generally used to
improve an existing facility or to complete a new facility. These loans are
sometimes collateralized by other assets in the facility. When the Company makes
an investment, loan or advance to a facility under either a profit sharing or
management fee contract, the amount of the commitment, together, in certain
cases, with interest, is repaid to the Company out of the revenues generated by
the food service operation in accordance with an amortization schedule set forth
in the contract. The Company's capital expenditures and other costs associated
with obtaining and retaining contracts totaled $6.3 million, $6.8 million and
$8.8 million in fiscal 1996, 1995 and 1994.
At December 25, 1996, the Company's current liabilities exceeded its
current assets, resulting in a working capital deficit of $3.8 million.
6
As of December 25, 1996, the Company believed that the proceeds of the
Follow-On Offering and amounts available under the Restated Bank Agreement were
sufficient to satisfy the Company's then anticipated capital requirements for at
least the next twelve months.
Inflation
The Company believes that inflation has not had a material effect on its
results of operations.
Seasonality
The Company's business is seasonal in nature. Many Recreation and Leisure
facilities experience slack periods in March, April and May due to fewer
sporting events in these months. Convention Centers generally host fewer
conventions from May through September and Education facilities are slow during
July and August. Among other things, the Company adjusts its labor scheduling
and staffing to compensate for these fluctuations.
Accounting Pronouncements Not Yet Adopted
In February of 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share"
("EPS"). Effective for fiscal years ending after December 15, 1997, this
statement requires dual presentation of basic and diluted EPS for entities with
publicly held common stock or potential common stock. Basic EPS includes no
dilution and is computed by dividing income available to common stockholders by
the weighted-average number of common shares outstanding for the period. Diluted
EPS reflects the potential dilution of securities that could share in the
earnings of an entity similar to fully diluted EPS.
The Company will adopt this statement for year-end fiscal 1997.
7
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See index to the financial statements included in Item 14.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The Company announced on February 11, 1998 that it had engaged Price
Waterhouse LLP s its independent auditor for the fiscal year ended
December 31, 1997. Price Waterhouse replaced Deloitte & Touche LLP, who
had served as the Company's independent auditors since 1985.
8
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) Financial Statements
INDEX TO FINANCIAL STATEMENTS
Page
----
Independent Auditors' Report .................................................................... F-2
Consolidated Balance Sheets (as restated) as of December 25, 1996 and December 27, 1995 ......... F-3
Consolidated Statements of Operations (as restated) for the fiscal years ended December 25, 1996,
December 27, 1995 and December 28, 1994 ..................................................... F-4
Consolidated Statements of Stockholders' Equity (as restated) for the fiscal years ended
December 25, 1996, December 27, 1995 and December 28, 1994 ................................. F-5
Consolidated Statements of Cash Flows (as restated) for the fiscal years ended December 25, 1996,
December 27, 1995 and December 28, 1994 ..................................................... F-6
Notes to Consolidated Financial Statements (as restated) ........................................ F-7
F-1
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
FINE HOST CORPORATION
We have audited the accompanying consolidated balance sheets of Fine Host
Corporation and subsidiaries (the "Company") as of December 25, 1996 and
December 27, 1995, and the consolidated statements of operations, stockholders'
equity and cash flows for each of the three years in the period ended December
25, 1996. 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 generally accepted auditing
standards. 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, such consolidated financial statements present fairly, in
all material respects, the financial position of Fine Host Corporation and
subsidiaries as of December 25, 1996 and December 27, 1995 and the results of
their operations and their cash flows for each of the three years in the period
ended December 25, 1996 in conformity with generally accepted accounting
principles.
As discussed in Note 18, the accompanying financial statements as of
December 25, 1996 and December 27, 1995 and for each of the three years in the
period ended December 25, 1996 have been restated.
Deloitte & Touche LLP
New York, New York
February 28, 1997, except for Note 18,
as to which the date is January 28, 1998
F-2
FINE HOST CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
December 25, 1996 December 27, 1995
----------------- -----------------
(as restated, see Note 18)
ASSETS
Current assets:
Cash and cash equivalents ..................................................... $ 4,747 $ 634
Accounts receivable ........................................................... 12,065 6,782
Inventories ................................................................... 3,260 2,099
Prepaid expenses and other current assets ..................................... 1,658 1,850
-------- --------
Total current assets ....................................................... 21,730 11,365
Contract rights, net ........................................................... 16,909 6,316
Fixtures and equipment, net .................................................... 17,300 13,271
Excess of cost over fair value of net assets
acquired, net ............................................................... 31,527 13,591
Other assets ................................................................... 8,527 4,445
-------- --------
Total assets ................................................................ $ 95,993 $ 48,988
-------- --------
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses .......................................... $ 22,174 $ 14,383
Current portion of long-term debt .............................................. 264 2,981
Current portion of subordinated debt ........................................... 3,045 1,745
-------- --------
Total current liabilities ................................................. 25,483 19,109
Deferred income taxes .......................................................... 4,702 3,387
Long-term debt ................................................................. 32,250 15,326
Subordinated debt .............................................................. 5,014 8,879
-------- --------
Total liabilities .......................................................... 67,449 46,701
Commitments and contingencies (Note 11)
Stock warrants ................................................................. -- 1,380
Stockholders' equity:
Convertible Preferred Stock, $.01 par value, 250,000 shares authorized, 0 and
134,171 issued and outstanding at December 25, 1996 and
December 27, 1995, respectively ............................................. -- 1
Common Stock, $.01 par value, 25,000,000
shares authorized, 6,212,016 and 2,048,200
issued and outstanding at December 25, 1996
and December 27, 1995, respectively ......................................... 62 20
Additional paid-in-capital .................................................... 42,270 8,933
Deficit ....................................................................... (13,599) (7,858)
Receivables from stockholders for purchase of
Common Stock ............................................................. (189) (189)
-------- --------
Total stockholders' equity ............................................... 28,544 907
-------- --------
Total liabilities and stockholders' equity ............................... $ 95,993 $ 48,988
-------- --------
-------- --------
See accompanying notes to consolidated financial statements.
F-3
FINE HOST CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Fiscal Years Ended
-------------------------------------------------
December 25, December 27, December 28,
1996 1995 1994
-------------- ------------ -----------
(as restated, see note 18)
Net sales ................................ $ 130,639 $ 95,382 $ 82,113
Cost of sales ............................ 118,818 86,426 74,130
--------- -------- --------
Gross profit ............................. 11,821 8,956 7,983
General and administrative expenses ...... 15,504 10,541 7,956
--------- -------- --------
(Loss)/income from operations ............ (3,683) (1,585) 27
Interest expense, net .................... 2,618 2,678 1,617
--------- -------- --------
Loss before tax benefit .................. (6,301) (4,263) (1,590)
Tax benefit .............................. (1,860) (1,554) (377)
--------- -------- --------
Net loss ................................. (4,441) (2,709) (1,213)
Accretion to redemption value of warrants (1,300) (900) (250)
--------- -------- --------
Net loss applicable to Common Stockholders $ (5,741) $ (3,609) $ (1,463)
--------- -------- --------
--------- -------- --------
Loss per share of Common Stock ........... $ (1.39) $ (1.76) $ (.71)
--------- -------- --------
--------- -------- --------
Average number of shares of Common Stock
outstanding ............................ 4,137 2,048 2,048
--------- -------- --------
--------- -------- --------
See accompanying notes to consolidated financial statements.
F-4
FINE HOST CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands, except share data)
Receivables
from
Stockholders
Convertible for
Preferred Stock Common Stock Additional Purchase of Total
------------------ ----------------- Paid in Common Stockholders'
Shares Amount Shares Amount Capital Deficit Stock Equity
------- ------ ------- ------ -------- ------- ------------- -------------
(as restated, see note 18)
Balance, December 29, 1993, as
previously reported ........ 102,592 $ 1 2,048,200 $20 $ 7,433 $ (295) $(189) $ 6,970
Adjustment for restatement
(Note 17) .................. -- -- -- -- -- (2,491) -- (2,491)
-------- --- --------- --- -------- -------- ----- --------
Balance, December 29, 1993,
as restated ................ 102,592 1 2,048,200 20 7,433 (2,786) (189) 4,479
Net loss ................... -- -- -- -- -- (1,213) -- (1,213)
Stock warrant accretion .... -- -- -- -- -- (250) -- (250)
-------- --- --------- --- -------- -------- ----- --------
Balance, December 28, 1994 ... 102,592 1 2,048,200 20 7,433 (4,249) (189) 3,016
Net loss .................. -- -- -- -- -- (2,709) -- (2,709)
Stock warrant accretion ... -- -- -- -- -- (900) -- (900)
Shares issued ............. 31,579 -- -- -- 1,500 -- -- 1,500
-------- --- --------- --- -------- -------- ----- --------
Balance, December 27, 1995 ... 134,171 1 2,048,200 20 8,933 (7,858) (189) 907
Net loss ..................... -- -- -- -- -- (4,441) -- (4,441)
Stock warrant accretion ...... -- -- -- -- -- (1,300) -- (1,300)
Shares issued in connection
with Sun West acquisition .. -- -- 25,900 1 369 -- -- 370
Shares issued in connection
with initial public offering -- -- 3,064,718 30 32,459 -- -- 32,489
Conversion of Preferred Stock (134,171) (1) 939,197 9 (8) -- -- --
Warrants exercised ........... -- -- 123,585 1 608 -- -- 609
Warrants redeemed ............ -- -- -- -- (200) -- -- (200)
Other ........................ -- -- 10,416 1 109 -- -- 110
-------- --- --------- --- -------- -------- ----- --------
Balance, December 25, 1996 ... -- $-- 6,212,016 $62 $ 42,270 $(13,599) $(189) $ 28,544
-------- --- --------- --- -------- -------- ----- --------
-------- --- --------- --- -------- -------- ----- --------
See accompanying notes to consolidated financial statements.
F-5
FINE HOST CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Fiscal Years Ended
-------------------------------------------------
December 25, December 27, December 28,
1996 1995 1994
------------ ------------ -------------
(as restated, see note 18)
Cash flows from operating activities:
Net loss ....................................... $ (4,441) $(2,709) $ (1,213)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization ................ 3,573 3,497 2,089
Deferred income tax benefit .................. (1,940) (1,603) (403)
Loss from renegotiation of contract .......... -- -- 1,568
Changes in operating assets and liabilities:
Accounts receivable ....................... (1,351) (69) (1,866)
Inventories ............................... (366) 306 (367)
Prepaid expenses and other current assets . 1,060 (161) (912)
Accounts payable and accrued expenses ..... (4,154) (339) 3,947
(Increase) decrease in other assets ............ (36) 171 (334)
-------- ------- --------
Net cash (used) provided by operating
activities ............................... (7,655) (907) 2,509
-------- ------- --------
Cash flows from investing activities:
Increase in contract rights .................... (5,754) (582) (920)
Purchases of fixtures and equipment ............ (3,534) (2,315) (5,767)
Sales of fixtures and equipment ................ 64 -- --
Acquisition of business, net of cash acquired .. (9,387) (3,478) (566)
Collection of notes receivable ................. 494 2,129 548
Issuance of notes receivable ................... -- -- (2,280)
-------- ------- --------
Net cash used in investing activities ........ (18,117) (4,246) (8,985)
-------- ------- --------
Cash flows from financing activities:
Issuance of common stock ....................... 32,489 -- --
Issuance of convertible preferred stock ........ -- 1,500 --
Borrowings under long-term debt agreement ...... 27,844 8,580 10,739
Payment of long-term debt and capital lease ... (22,461) (2,300) (1,529)
Payment of subordinated debt ................... (8,396) (3,525) (1,578)
Redemption of warrants ......................... (200) -- --
Proceeds from exercise of warrants ............. 609 -- --
-------- ------- --------
Net cash provided by financing activities .... 29,885 4,255 7,632
-------- ------- --------
Increase (decrease) in cash and cash equivalents 4,113 (898) 1,156
Cash and cash equivalents, beginning of year ... 634 1,532 376
-------- ------- --------
Cash and cash equivalents, end of year ......... $ 4,747 $ 634 $ 1,532
-------- ------- --------
-------- ------- --------
Supplemental disclosure of non-cash financing activities:
A capital lease obligation of $1,159 was incurred in 1996 when the Company
entered into a lease agreement for new equipment.
See accompanying notes to consolidated financial statements.
F-6
FINE HOST CORPORATION & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
(as restated, see Note 18)
1. Description of Business
Fine Host Corporation and its subsidiaries ( the "Company") provides
contract food service management to four distinct markets within the contract
food service industry: the recreation and leisure market (arenas, stadiums,
amphitheaters, civic centers and other recreational facilities); the convention
center market; the education market (colleges, universities and elementary and
secondary schools); and the business dining market (corporate cafeterias, office
complexes and manufacturing plants).
2. Summary of Significant Accounting Policies
Basis of Presentation - The consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiaries. All significant
intercompany transactions and accounts have been eliminated.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent 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.
Cash and Cash Equivalents - Cash and cash equivalents include cash, money
market funds, commercial paper and certain U.S. Government securities with an
original maturity of three months or less and are deposited with a number of
institutions with high credit ratings. The Company does not believe it is
exposed to any significant credit risk related to cash and cash equivalents.
Inventories - Inventories are stated at the lower of cost, determined on a
first-in, first-out (FIFO) basis, or market.
Contract Rights - Certain directly attributable costs, primarily direct
payments to clients to acquire contracts ("direct payments") and the cost of
licenses and permits, incurred by the Company in obtaining contracts with
clients, are recorded as contract rights and are amortized over the contract
life of each such contract without consideration of future renewals. The costs
of licenses and permits are amortized over the shorter of the related contract
life or the term of the license or permit, ranging from 1 to 10 years. The
unamortized value of direct payments and licenses and permits was approximately
$7,783 at December 25, 1996. Direct payments are being amortized over a range of
1 to 20 years. The value of contract rights acquired through acquisitions has
been determined through independent valuation based on projected cash flows
discounted at a rate that market participants would use to determine fair value
and is being amortized over the projected lives as determined through the
valuation process, with an average amortization period of 10 years as of
December 25, 1996. The unamortized value of contract rights acquired through
acquisitions was $13,521 at December 25, 1996, consisting of rights relating to
259 contracts. Total contract rights' accumulated amortization was $4,395 and
$3,301 at December 25, 1996 and December 27, 1995, respectively. The carrying
value of the asset would be reduced if it is probable that management's best
estimate of future cash flows from related operations over the remaining
amortization period, on an undiscounted basis, will be less than the carrying
amount of the asset, plus allocated goodwill if acquired in a business
combination. Any such impairment loss would be measured as the amount by which
the carrying value of the asset exceeds the fair value determined as the present
value of estimated expected future cash flow discounted at a rate that market
participants would use to determine fair value.
F-7
FINE HOST CORPORATION & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
(as restated, see Note 18)
Fixtures and Equipment - Acquisitions of fixtures and equipment are recorded
at cost and are depreciated using the straight line method over the shorter of
estimated useful lives of the assets or the term of the customer concession and
catering contract. Fixtures and equipment are periodically reviewed to determine
recoverability by comparing the carrying value to expected future cash flows.
Excess of Cost Over Fair Value of Net Assets Acquired - The excess of cost
over fair value of net assets acquired is amortized using the straight line
method over periods generally ranging from 20 to 30 years. Accumulated
amortization was $1,647 and $830 at December 25, 1996 and December 27, 1995,
respectively.
The carrying value of the net asset would be reduced if it is probable that
management's best estimate of future cash flows from related operations, on an
undiscounted basis, will be less than the carrying amount of the asset over the
remaining amortization period. Any such impairment loss would be measured as the
amount by which the carrying value of the asset exceeds the fair value
determined as the present value of estimated expected future cash flow.
Revenue Recognition and Cost of Sales - Sales from food and beverage
concession and catering contract food services are recognized as the services
are provided.
The Company generally enters into one of three types of contracts for its
food services: profit and loss contracts ("P&Ls"), profit sharing contracts and
management fee contracts. Under P&L contracts, all food and beverage sales are
recorded in net sales. P&Ls require the Company to bear all the expenses of the
operation, including rent paid to the client (usually calculated as a fixed
percentage of various categories of sales). Under the profit sharing contracts,
the Company receives a percentage of profits earned at the facility after the
payment of all expenses of the operation plus a fixed fee or percentage of sales
as an administrative fee. Under this type of contract, the fixed and
administrative fees and all food and beverage sales generated at a location are
recorded in net sales. Management fee contracts provide for a fixed fee. Fine
Host is also reimbursed for all of its on-site expenses incurred in providing
food and beverage services under management fee contracts. Certain of the
Company's management fee contracts provide for an additional incentive fee based
on a percentage of sales over a base threshold level. In the case of a
management fee contract, the Company records only the fixed and incentive fee,
if any, as net sales.
Cost of sales is composed of the following:
Fiscal Years Ended
------------------------------------------
1996 1995 1994
-------- ------- -------
Wages and benefits .......... $ 39,591 $27,024 $20,079
Food and beverages .......... 38,954 24,670 18,463
Rent paid to clients ........ 24,792 22,453 25,345
Other operating expenses .... 11,944 9,045 8,170
Depreciation and amortization 3,537 3,234 2,073
-------- ------- -------
$118,818 $86,426 $74,130
-------- ------- -------
-------- ------- -------
P&L and profit sharing contracts include all on-site costs for the above
items. Management fee contracts include only the amortization of invested
capital.
F-8
FINE HOST CORPORATION & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
(as restated, see Note 18)
Income Taxes - Deferred tax assets or liabilities (shown net) are recognized
for the estimated future tax effects attributable to temporary differences,
principally depreciation, amortization of contract rights and operating loss
carryforwards. A temporary difference is the difference between the tax basis of
an asset or liability and its reported amount in the financial statements.
Stock Option Plan - Stock options are recorded in accordance with Accounting
Principles Board Opinion ("APB") No. 25, with pro forma disclosures of net
income and earnings per share as if Statement of Financial Accounting Standards
("SFAS") No. 123 had been applied.
Loss Per Share - Loss per share of Common Stock is computed based on the
weighted average number of common and common equivalent shares outstanding,
unless antidilutive, during each year. Prior to the initial public offering (the
"IPO"), the fair value was estimated through analysis of transactions in the
Company's stock involving third parties. This increase in the number of shares
of Common Stock was reduced by the number of shares of Common Stock which are
assumed to have been purchased with the proceeds from the exercise of the
warrants. These purchases were assumed to have been made at the average fair
value of the Common Stock during the year. In calculating loss per share, net
loss has been increased for the accretion to the redemption value of warrants by
$1,300, $900, and $250 in fiscal 1996, 1995 and 1994, respectively (see Note
10).
Fiscal Year - The Company's fiscal year ends on the last Wednesday in
December.
3. Acquisitions
On December 8, 1996, the Company acquired 100% of the stock of Republic
Management Corp. ("Republic"). Republic provides contract food service and
vending to various corporations and elementary and secondary schools. The
purchase price was approximately $8,600 consisting of cash to the sellers, a
subordinated note payable with interest at 8 3/4% to one shareholder plus
assumed debt of Republic.
In November 1996, the Company acquired 100% of the stock of PCS Holding
Corporation (formerly known as HCS Management Corporation) ("PCS"). PCS, through
its operating subsidiaries, provides non-patient contract food and other
services to hospitals and corporations. The purchase price was approximately
$6,000 consisting of cash to the seller plus assumed debt of HCS.
In July 1996, the Company acquired 100% of the outstanding stock of Ideal
Management Services, Inc. ("Ideal"). Ideal provides contract food and beverage
services to elementary and secondary schools in New York State. The purchase
price was approximately $3,200, consisting of cash, convertible subordinated
notes with interest at 7 1/4%, and a seven year covenant not to compete valued
at $400. At the option of the note holders, the outstanding principal balance of
the notes is convertible into Common Stock at a conversion price of $15 per
share.
In March 1996, the Company acquired 100% of the outstanding stock of Sun
West Services, Inc. ("Sun West"). Sun West provides contract food and beverage
services primarily to elementary and secondary schools as well as to other
institutional clients. The purchase price was approximately $5,200 consisting of
cash, five-year subordinated notes to the sellers with interest at 7% and 25,900
shares of Common Stock.
In July 1995, the Company acquired 100% of the outstanding stock of
Northwest Food Service, Inc. ("Northwest"). Northwest provides contract food and
beverage services, primarily in the education and business dining markets. The
purchase price was approximately $2,500 consisting of subordinated notes to the
seller and cash.
F-9
FINE HOST CORPORATION & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
(as restated, see Note 18)
The aforementioned acquisitions have been accounted for under the purchase
method of accounting and, accordingly, the accompanying consolidated financial
statements reflect the fair values of the assets acquired and liabilities
assumed or incurred as of the effective date of the acquisitions. The results of
operations of the acquired companies are included in the accompanying
consolidated financial statements since their respective dates of acquisition.
The following table summarizes unaudited pro forma information as follows:
(i) with respect to the income statement data for fiscal year 1995 as if the
acquisitions of Republic, PCS, Ideal, Sun West, and Northwest had been completed
as of the beginning of such period; and (ii) with respect to the income
statement data for fiscal year 1996 as if the acquisition of Republic, PCS,
Ideal and Sun West had been completed as of the beginning of such period. No
adjustments for acquisition synergies (i.e. overhead reductions) have been
reflected.
Fiscal Years Ended
-------------------------------
December 25, December 27,
1996 1995
----------- -----------
Summary statement of income data:
Net sales ....................... $ 163,919 $ 150,952
Loss from operations ............ (4,460) (2,065)
Net loss before warrant accretion (5,833) (4,162)
Loss per share of common stock
before warrant accretion ...... $ (1.35) $ (1.94)
--------- ---------
--------- ---------
The above pro forma information is provided for informational purposes only.
It is based on unaudited historical information and does not necessarily reflect
the actual results that would have occurred nor is it necessarily indicative of
future results of operations of the combined enterprise.
4. Inventories
The components of inventories are as follows:
December 25, December 27,
1996 1995
---------- -----------
Food and liquor .................. $2,814 $1,333
Beverage ......................... 41 447
Other ............................ 405 319
------ ------
Total ........................... $3,260 $2,099
------ ------
------ ------
F-10
FINE HOST CORPORATION & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
(as restated, see Note 18)
5. Fixtures and Equipment
Fixtures and equipment consists of the following:
December 25, December 27,
1996 1995
----------- ------------
Furniture and fixtures ................. $12,573 $11,826
Office equipment ....................... 3,550 1,811
Leasehold improvements ................. 1,405 1,114
Smallwares ............................. 3,846 2,306
Other .................................. 2,135 1,218
------- -------
23,509 18,275
Less: accumulated depreciation ......... 6,209 5,004
------- -------
Fixtures and equipment, net ............ $17,300 $13,271
------- -------
------- -------
The Company invests in fixtures and equipment at various locations. Upon
termination of a concession agreement, the client is generally required to
purchase the assets from the Company for an amount equal to their net book
value.
All fixtures and equipment are depreciated over their useful lives ranging
from 3 to 20 years, except smallwares which are depreciated over periods ranging
from 3 to 5 years.
6. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consists of the following:
December 25, December 27,
1996 1995
----------- -----------
Accounts payable ..................... $ 9,138 $ 5,765
Accrued wages and benefits ........... 2,682 1,607
Accrued rent to clients .............. 3,287 2,994
Accrued other ........................ 7,067 4,017
------- -------
Total .............................. $22,174 $14,383
------- -------
------- -------
F-11
FINE HOST CORPORATION & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
(as restated, see Note 18)
7. Long-Term Debt
Long-term debt consists of the following:
December 25, December 27,
1996 1995
------------ ------------
Working Capital Line ......................... $15,818 $ 6,000
Guidance Line ................................ 15,744 3,207
Capital Lease Obligation, effective interest
rate of 5.2% ............................... 952 --
Term Loan .................................... -- 9,100
------- -------
32,514 18,307
Less: current portion ........................ 264 2,981
------- -------
Total ........................................ $32,250 $15,326
------- -------
------- -------
The Company's bank agreement was amended and restated on June 19, 1996 in
connection with the IPO (the "Restated Bank Agreement") and provides for (i) a
working capital revolving credit line (the "Working Capital Line") for general
obligations and letters of credit of the Company, in the maximum amount of
$20,000 and (ii) a line of credit to provide for future expansion by the
Company (the "Guidance Line") in the maximum amount of $55,000. The maximum
borrowing available to the Company under the Restated Bank Agreement was
$75,000 as of December 25, 1996. The Restated Bank Agreement terminates on
April 30, 1999.
The Company's obligations under the Restated Bank Agreement are
collateralized by a pledge of shares of the common stock or other equity
interests of the Company's subsidiaries, as well as by certain fixtures and
equipment, notes receivable and other assets, and the receipt, if any, of
certain funds paid to the Company with respect to the termination of client
contracts prior to their expiration.
The Restated Bank Agreement contains various financial and other
restrictions, including, but not limited to, restrictions on indebtedness,
capital expenditures and commitments. Additional obligations require maintenance
of certain financial ratios, including the ratio of total debt to operating cash
flow, operating cash flow to cash interest expense, and minimum net worth and
operating cash flow. The Restated Bank Agreement also contains prohibitions on
the payment of dividends. (See Note 17.)
The net proceeds from the IPO, including the exercise of option over
allotment granted to the underwriters (see Note 9), were used to repay
substantially all of the long term debt then outstanding at the close of the
transactions.
The Company's capital lease, signed on January 16, 1996, is for equipment
with a net book value of $951 at December 25, 1996.
On December 25, 1996, the prime rate was 8.25%. Interest payable on the
Working Capital Line is prime or LIBOR plus 2.0% and the Guidance Line is the
prime plus .5% or the 180 day LIBOR rate plus 2.0%.
F-12
FINE HOST CORPORATION & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
(as restated, see Note 18)
Long-term debt at December 25, 1996 is payable as follows:
Year Ending Amount
----------- -------
December 31, 1997 ............... $ 264
December 30, 1998 ............... 264
December 29, 1999 ............... 16,082
December 27, 2000 ............... 3,413
December 26, 2001 ............... 3,149
Thereafter ...................... 9,446
-------
32,618
Less portion of lease payments
representing interest .......... 104
-------
Total ........................... $32,514
-------
-------
The net proceeds from the second offering on February 7, 1997, including the
exercise of the warrants and option granted to the underwriters (see Note 17),
were used to repay all of the long term debt outstanding at the close of the
transaction.
The Company's financial instruments are comprised of various classes of
long-term debt, including subordinated debt (see Note 8). The carrying amounts,
stated interest rates and maturities are described in Notes 7 and 8. It is not
practicable to estimate the fair value of either the Working Capital Line, the
Guidance Line or the subordinated notes because there are no quoted market
prices for these (or similar) instruments, management has not completed a
valuation model and the cost of independent appraisals is excessive.
Interest paid on long-term debt was $2,183, $1,645 and $639 for fiscal
1996, 1995 and 1994, respectively.
F-13
FINE HOST CORPORATION & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
(as restated, see Note 18)
8. Subordinated Debt
In December 1996, as part of the acquisition of Republic (see Note 3), the
Company issued to a stockholder of Republic a subordinated promissory note with
a face value of $1,000 at 8.75% interest per annum, payable in quarterly
installments. The note was discounted to present value using a market rate of
11% and had a balance of $958 at December 25, 1996, of which $623 was classified
as long term.
In July 1996, as part of the acquisition of Ideal (see Note 3), the Company
issued to the stockholders of Ideal two convertible subordinated promissory
notes each with a face value of $710 at 7 1/4% interest per annum, payable in
quarterly installments. At the option of the note holders, the outstanding
principal balance of the notes is convertible into Common Stock at a conversion
price of $15 per share. The notes were discounted to present value using a
market rate of 13% and had a combined balance at December 25, 1996 of $1,144, of
which $870 was classified as long-term.
In March 1996, as part of the acquisition of Sun West (see Note 3), the
Company issued to the stockholders of Sun West the following: (1) a subordinated
promissory note with a face value of $1,350 at 7% interest per annum, payable in
four annual installments beginning in 1998; and (2) a subordinated promissory
note with a face value of $638 at 7% interest per annum, payable in three annual
installments beginning in 1997. The notes were discounted to present value using
a market rate of 10%. The respective balances at December 25, 1996 were $1,221
and $602, of which $1,221 and $330 were classified as long term.
In July 1995, as part of the purchase price of Northwest (see Note 3), the
Company issued a $1,350 note to the seller at 7% interest per annum. The note
was discounted to present value using a market rate of 12.5% and had a balance
at December 25, 1996 of $1,207 of which $1,135 was classified as long-term.
In April 1993, the Company entered into a subordinated loan agreement, as
amended (the "Subordinated Loan Agreement"), pursuant to which the Company sold
$8,500 of its variable rate subordinated notes (the "Notes"), together with
detachable warrants to purchase a maximum of 867,230 shares of a new class of
Non-Voting Common Stock. The proceeds of the issuance of the Notes were used to
repay existing indebtedness. A portion of the net proceeds from the IPO (see
Note 9) were used to repay these Notes.
Subordinated debt at December 25, 1996 is payable as follows:
Year Ending Amount
- ----------- -------
December 31, 1997 $3,259
December 30, 1998 2,165
December 29, 1999 1,870
December 27, 2000 885
December 26, 2001 625
Thereafter --
------
8,804
Less: discount on subordinated note 745
------
Total $8,059
------
------
Interest paid on subordinated debt was $392, $1,427 and $1,253 for fiscal
1996, 1995 and 1994, respectively.
F-14
FINE HOST CORPORATION & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
(as restated, see Note 18)
9. Stockholders' Equity
Common Stock - Holders of Common Stock are entitled to one vote per share
in all matters to be voted on by the stockholders of the Company. Subject to
preferences that may be applicable to any Preferred Stock outstanding at the
time, holders of Common Stock are entitled to receive ratably such dividends, if
any, as may be declared from time to time by the Board of Directors out of funds
legally available therefor.
On June 19, 1996, the effective date of the IPO, as authorized by the Board
of Directors, the Company sold 3,064,718 shares at a price of $12.00 per share,
generating net proceeds (including the net proceeds received by the Company upon
the exercise of certain warrants and options) of approximately $32.6 million,
after deducting the underwriting discount and offering expenses paid by the
Company. The net proceeds were used to repay obligations under the Company's
credit facility in effect prior to the IPO and subordinated notes, as well as to
repurchase certain warrants; and the remainder was used for general corporate
purposes.
On February 7, 1997, the Company made a second offering resulting in net
proceeds of approximately $59.1 million after deducting underwriting discounts
and certain expenses (see Note 17).
Preferred Stock - Holders of the Series A Convertible Preferred Stock are
entitled to receive, when and as declared, out of the net profits of the
Company, dividends in an amount per share equal to the aggregate per share
amount of all cash dividends declared on the Common Stock multiplied by the
number of shares of Common Stock into which a share of Series A Convertible
Preferred Stock is convertible on the date on which such dividend is to be paid
in full. All dividends declared upon Series A Convertible Preferred Stock shall
be declared pro rata per share. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Company, the holders of the shares
of Series A Convertible Preferred Stock then outstanding shall be entitled to
share ratably with holders of the shares of Common Stock in any distribution of
the assets and funds of the Company. Each share of Series A Convertible
Preferred Stock is convertible into seven shares of Common Stock, subject to
certain adjustments. In conjunction with the IPO all of the then outstanding
Convertible Preferred Stock was converted into 939,197 shares of common stock.
1996 Non-Employee Director Stock Plan - The 1996 Non-Employee Director
Stock Plan (the "Directors Plan") authorizes the grant of an aggregate of 50,000
shares of Common Stock. Common Stock is granted pursuant to the Directors Plan
only to members of the Board of Directors who are not officers or employees of
the Company ("Non-Employee"). Upon consummation of the IPO, each Non-Employee
Director was granted 1,250 shares pursuant to the terms of the Directors Plan.
Thereafter, for the remainder of the term of the Directors Plan and provided he
or she remains a director of the Company, on the date of each of the Company's
annual meeting of Stockholders, each Non-Employee Director will be automatically
granted, without further action by the Board of Directors, a number of shares of
Common Stock equal to $15,000 divided by the Fair Market Value (as defined in
the Director's Plan) of one share of Common Stock on the date of grant.
Three officers of the Company purchased in 1987 and 1991 an aggregate of
154,000 shares of Common Stock for cash and notes at prices ranging from $0.32
to $1.40 per share. The subject notes have an aggregate outstanding balance of
$189 and are due on June 30, 1999. Upon closing of the IPO, pursuant to the
terms of the employee notes to the Company, the interest on the notes was
forgiven, and interest thereafter ceased to accrue.
F-15
FINE HOST CORPORATION & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
(as restated, see Note 18)
10. Stock Options and Warrants
Stock Options - The 1994 Stock Option Plan provides for granting of either
incentive stock options or non qualified options to purchase shares of Common
Stock. The plan provides that (i) the option price of an incentive stock option
may not be less than the fair market value of the Common Stock on the date of
grant and (ii) the option price of an option which is not an incentive stock
option shall not be less than 85% of the fair value. Generally, options granted
become exercisable after one year in 20% increments per year and expire ten
years from the date of grant. The Company has reserved 566,084 shares for
distribution under the Plan. In addition, included in the table below are 27,944
options issued in connection with the Fanfare acquisition in 1993.
A summary of the status of the Company's stock option plan as of December
25, 1996, December 27, 1995 and December 28, 1994 and changes during the years
ending on those dates is presented below:
1996 1995 1994
--------------------- -------------------- ---------------------
Weighted- Weighted- Weighted-
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
-------- ----------- ------- --------- ------- ----------
Outstanding at
beginning of year 143,444 $ 6.19 132,944 $6.11 27,944 $4.93
Granted 380,750 12.82 10,500 7.14 105,000 6.43
Exercised 2,916 6.43 -- -- -- --
Canceled 30,084 10.92 -- -- -- --
--------- -------- --------
Outstanding at end 491,194 11.03 143,444 6.19 132,944 6.11
of year --------- -------- --------
--------- -------- --------
Options exercisable at
year-end 88,204 6.20 50,090 6.13 6,148 4.93
--------- -------- --------
--------- -------- --------
Options available for
grant at end of year 102,834 453,500 464,000
--------- -------- --------
--------- -------- --------
F-16
FINE HOST CORPORATION & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
(as restated, see Note 18)
The following table summarizes information about stock options outstanding at
December 25, 1996:
Options Outstanding OptionsExercisable
------------------------------------------------------ --------------------------------
Weighted Weighted
Range of Number Average Number Average
Exercise Outstanding Remaining Exercise Exercisable Exercise
Prices at 12/31/96 Contractual Life Price at 12/31/96 Price
--------- ------------ ----------------- --------- -------------- ---------
$ 4.93 - $ 7.14 134,694 7 $ 6.17 88,204 $6.20
$ 7.15 - $12.00 250,500 9 $12.00 - -
$12.01 - $15.63 106,000 10 $14.93 - -
------- -- ------ -------- ------
491,194 9 $11.03 88,204 $6.20
------- -- ------ -------- ------
------- -- ------ -------- ------
If the fair value based accounting method was used to account for
stock-based compensation costs, pro forma net loss and loss per share for the
fiscal years ended December 25, 1996 and December 27, 1995 would have been
$5,816, and $3,614, and $1.41 and $1.76, respectively. 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
grants in 1996, and 1995 respectively: no dividend yield; expected volatility of
15% and risk-free interest rates of 5%.
Holders of Subordinated Notes -
In conjunction with the Ideal acquisition (Note 3) convertible subordinated
notes were issued. At the option of the note holders the outstanding principle
balance is convertible into common stock at a conversion price of $15 per share.
The outstanding principle balance at December 25, 1996 was $1,282.
Pursuant to the issuance and sale of the Notes (see Note 8), the purchaser
received warrants to purchase 733,467 and 133,763 shares of Non-Voting Common
Stock at exercise prices $4.93 a share (the "$4.93 Warrants") and $.01 a share
(the "$.01 Warrants), respectively. The warrants were valued at $230.
The $4.93 and the $.01 Warrants were exercisable from the date of issue
through the periods ended April 29, 2001 and April 29, 2003, respectively. Both
the number of shares and exercise price were subject to adjustment under various
antidilution provisions.
Upon achieving specified levels of earnings in each of fiscal 1993 and
1994, the Company had the right to earn back, in respect of each such year, the
portion of the $4.93 Warrants issued to the purchaser of the Notes representing
the right to acquire 1% of the fully diluted Common Stock. The Company
originally reported earnings sufficient to achieve the required earnings levels
specified for those fiscal years. Accordingly, in each of May 1994 and June
1995, respectively, the Company canceled $4.93 Warrants to acquire the
equivalent of 1% of the fully diluted Common Stock, or approximately 43,365
shares (in each year). Based on restated results of operations, the Company
would not have had the right to cancel the warrants and, accordingly, they would
be outstanding at the end of each year. As a result of the refinancing completed
prior to the IPO, the Company redeemed an additional amount of the $4.93
Warrants equal to 2% of the fully diluted Common Stock, or 86,730 shares.
F-17
FINE HOST CORPORATION & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
(as restated, see Note 18)
Upon achieving specified levels of earnings in each of fiscal 1993, 1994,
1995 and 1996, the Company had the right to earn back the total of the $.01
Warrant issued (133,763) to the Note holder. Since the Company originally
reported earnings sufficient to achieve the required earnings level specified
for fiscal 1993, 1994 and 1995, the Company, in each of fiscal 1994, 1995 and
1996 canceled 33,439 of the $.01 Warrants held by the purchaser of the Notes,
respectively. Based on restated results of operations, the Company would not
have had the right to cancel the warrants and, accordingly, they would be
outstanding at the end of each year.
During a specified repurchase period, the Company was obligated (the "Put
Repurchase"), subject to certain conditions, to repurchase all or a designated
portion of the issuable warrant shares within 120 days after notification of a
put option exercise. The Put Repurchase period began on the earlier of (i) April
29, 1997, (ii) the prepayment of 50% of the original principal amount of the
Notes issued under the Subordinated Loan Agreement, or (iii) a Change of
Control, as defined, of the Company. The Put Repurchase price was based upon the
greater of the Appraised Value (as defined in the warrant agreement) of the
Common Stock, and the result obtained by dividing a multiple of the Company's
adjusted earnings, as defined, by the number of fully diluted shares of Common
Stock. The Put Repurchase was accreted to its highest redemption price based on
the IPO offering price. Upon the closing of the IPO, holders of Warrants to
acquire an aggregate of 296,726.5 additional shares of Common Stock (280,003.5
at $4.93 per share and 16,723 at $.01 per share) were obligated to sell these
Warrants to the Company at a price equal to $2,180.
In March 1996, the holder of the Notes sold the Notes to a non-affiliate of
the Company. The purchaser also acquired 280,003.5 of the $4.93 Warrants and
16,723 of the $.01 Warrants. In connection with this transaction, the purchaser
granted the Company an option to purchase all of the warrants for prices ranging
from $500 to $1500 in the event the Notes were fully redeemed before various
dates from June 30, 1996 to December 31, 1996. In the event the Company
increased its bank borrowings in excess of $32,500, the option price would
increase by $200 for each additional $2,500 of borrowings, subject to a maximum
increase in the option price of $600. Upon the closing of the IPO, the Company
repurchased these warrants for an aggregate repurchase price of $700.
Holders of Series A Convertible Preferred Stock -
In connection with the sale in fiscal 1993 by the Company of the Series A
Convertible Preferred Stock to an investor and one of its directors (described
in Note 9), each purchaser received $4.93 warrants and $.01 warrants to purchase
Common Stock. The investor received 118,307 of the $4.93 Warrants and the
director received 21,294 of the $4.93 Warrants. The investor received 453,432 of
the $.01 Warrants. and the director received 81,613 of the $.01 Warrants. Both
the number of shares and exercise price are subject to adjustment under various
antidilution provisions.
The $4.93 Warrants issued by the Company to the investor and the director
(139,601 in total) are subject to cancellation to the extent that the Company
earns back $4.93 Warrants issued to the purchaser of its Notes (see above).
Since the Company had originally reported achieving the earnings level specified
for fiscal 1993 and 1994 required under the Notes, 8,253 of these $4.93
Warrants, the maximum allowed during the 1993 reduction period, were canceled in
June 1994, and an additional 7,763, the maximum allowed during the 1994
reduction period, were canceled in June 1995. In conjunction with the IPO, these
holders of $4.93 Warrants exercised the remaining 123,585 $4.93 Warrants and
sold such shares in the IPO.
Upon achieving specified levels of earnings in fiscal 1993, 1994, 1995 and
1996, the Company had the right to earn back the total of the $.01 Warrants
(535,045 in the aggregate) issued to the holders of the Series A Convertible
Preferred Stock. Since the Company originally reported earnings sufficient to
achieve the required earnings level specified for each of fiscal 1993, 1994 and
1995, the Company, in 1994, 1995 and 1996, respectively, canceled 133,763 of
these
F-18
FINE HOST CORPORATION & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
(as restated, see Note 18)
warrants, representing 113,358 warrants for the investor and 20,405 for the
director. Based on restated results of operations, the Company would not have
had the right to cancel the warrants and, accordingly, they would be outstanding
at the end of each year. The Company originally reported earnings sufficient to
achieve the specified earnings in fiscal 1996 as required under the $.01
Warrants. As a result, in fiscal 1997, the Company redeemed and canceled the
remaining $.01 Warrants held by the investor and the director (133,756 in
total). Based on restated results of operations, the Company would not have had
the right to cancel the warrants in 1997.
11. Commitments and Contingencies
The Company operates principally at its clients' premises pursuant to
written contracts ("Client Contracts"). The length of Client Contracts generally
ranges from one to ten years with options to renew for periods of one to ten
years. Certain of these Client Contracts provide for base rent and contingent
rent. Aggregate rent expense under these agreements for fiscal 1996, 1995 and
1994 was $24,792, $22,453and $25,345 respectively.
Future minimum commitments as of December 25, 1996 for all noncancellable
operating leases and client contracts are as follows:
Year Ending Amount
- ----------- ------
1997 $2,751
1998 1,628
1999 605
2000 410
2001 301
Thereafter 150
--------
Total $5,845
--------
--------
Pursuant to its contracts with various clients, the Company is committed to
spend approximately $3,765 for equipment and capital improvements as of December
25, 1996. At December 25, 1996, the Company was contingently liable for the
following: (1) a standby Letter of Credit for $1,000, the principal amount of
which is reduced annually pursuant to its terms and (2) performance bonds in the
aggregate amount of $4,483.
The Company has entered into purchasing agreements with various national
and regional suppliers pursuant to which the Company agreed to purchase its
requirements of products (as defined in the agreements). If the Company exceeds
the agreed-upon purchasing levels, additional rebates and promotional allowances
may be payable by the suppliers. If the Company fails to meet agreed-upon
purchasing levels during the term of the agreements, the suppliers may elect to
extend the term of the agreements by one year, or a longer period, if necessary,
to reach agreed-upon purchasing levels.
F-19
FINE HOST CORPORATION & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
(as restated, see Note 18)
12. Income Taxes
The income tax benefit consists of the following:
Fiscal Years Ended
-------------------------------------------------------
December 25, December 27, December 28,
1996 1995 1994
----------------- ------------------ -----------------
Current provision:
Federal $ -- $ -- $ --
State and local 80 49 26
------- ------- -------
Total current 80 49 26
------- ------- -------
Deferred:
Federal (1,588) (1,312) (330)
State and local (352) (291) (73)
------- ------- -------
Total deferred (1,940) (1,603) (403)
------- ------- -------
Total $(1,860) $(1,554) $ (377)
======= ======= =======
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and liabilities are presented below:
December 25, December 27,
1996 1995
----------- ------------
Deferred tax assets:
Net operating loss carryforwards $2,929 $1,767
Other 709 553
------ ------
Total deferred tax assets 3,638 2,320
Deferred tax liabilities:
Tax in excess of book depreciation. 1,196 1,033
Excess tax deduction attributable to
contract rights 6,765 4,616
Other 379 58
------ ------
Total deferred tax liabilities 8,340 5,707
------ ------
Total $4,702 $3,387
------ ------
------ ------
F-20
FINE HOST CORPORATION & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
(as restated, see Note 18)
The Company's effective income tax rate differed from the Federal statutory
rate as follows:
Fiscal Years Ended
--------------------------------------------
December 25, December 27, December 28,
1996 1995 1994
------------ ------------ ------------
Federal statutory rate (34.0)% (34.0)% (34.0)%
Excess of cost over fair value of net
assets acquired 4.4 0.6 7.0
State & local taxes net of Federal
tax benefits (4.6) (4.6) (2.2)
Other, net 4.7 1.6 5.5
---- ---- ----
Effective income tax rate (29.5)% (36.4)% (23.7)%
---- ---- ----
---- ---- ----
At December 25, 1996, the Company had, for Federal income tax reporting, an
estimated net operating loss carryforward of approximately $7,600 that expires
at various dates through 2011.
Income taxes paid in fiscal 1996, 1995 and 1994 were $80, $49 and $26,
respectively.
13. Litigation
In January 1996, the Company was served with a complaint naming it as one
of five defendants in a lawsuit brought by multiple plaintiffs alleging damages
arising out of the Woodstock II Festival held in August 1994 in Saugerties, New
York. The promoter of the Festival is also a defendant. Plaintiffs were hired by
the Company (which had a concession agreement with the promoters of Woodstock
II) as subcontractors of food, beverage and/or merchandise. In their complaint,
which seeks approximately $5,900, plaintiffs allege damages arising primarily
from the failure to (i) provide adequate security; and (ii) prevent Festival
attendees from bringing food and beverages in to the Festival. The Company's
concession agreement with the promoter made the promoter solely responsible for
providing security and preventing food and beverage from being brought onto the
premises, and the Company has made claim for indemnification under applicable
provisions of the concession agreement, which has been rejected by the promoter.
On April 4, 1996, the other defendants named in the suit answered the complaint
and asserted cross-claims for contribution and indemnification against the
Company. Thereafter, the Company cross-claimed for contribution and
indemnification against a co-defendant. The Company believes that its ultimate
liability, if any, will not be material.
The Company has also sued a former client in the Jefferson Circuit Court of
the Commonwealth of Kentucky for certain amounts owed by the former client under
the food service contract between the parties, and the former client has filed a
counterclaim against the Company seeking unspecified damages for the Company's
alleged tortuous interference with a prospective contractual relationship with
another food service provider. The Company believes that its ultimate liability,
if any, will not be material.
The Company is involved in certain other legal proceedings incidental to
the normal conduct of its business. The Company does not believe that any
liabilities relating to any of the legal proceedings to which it is a party are
likely to be, individually or in the aggregate, material to its consolidated
financial position or results of operations.
F-21
FINE HOST CORPORATION & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
(as restated, see Note 18)
14. Related Party Transaction
For each of fiscal 1996, 1995 and 1994, the Company incurred $150 in
advisory fees with a company whose sole owner is the Chairman of the Board of
the Company.
15. Major Client
During fiscal 1996, one client represented 10.0% of net sales and during
fiscal 1995 and 1994 another client represented 13.7% and 19.5% of net sales,
respectively.
16. Quarterly Results (Unaudited)
The following summary shows the quarterly results of operations of the
Company for fiscal 1996 and 1995.
Fiscal Quarters
---------------------------------------------
First Second Third Fourth
------- ------- -------- ---------
1996:
Net sales.................................. $24,930 $26,336 $37,730 $41,643
Gross profit............................... 2,637 2,402 4,491 2,291
Net loss before warrant accretion.......... (1,001) (1,234) (354) (1,852)
Net loss per share of Common Stock (a)..... $ (1.00) $ (.63) $ (.06) $ (.30)
1995:
Net sales.................................. $23,411 $20,071 $26,320 $25,580
Gross profit............................... 1,997 1,686 3,345 1,928
Net loss before warrant accretion.......... $ (789) $(1,106) $ (377) $ (437)
Net loss per share of Common Stock (a)..... $ (.42) $ (.54) $ (.29) $ (.51)
(a) Each period calculated separately.
17. Subsequent Events (Unaudited)
On December 30, 1996, the Company acquired 100% of the stock of Service
Dynamics Corp. ("Service Dynamics"). Service Dynamics provides contract food
service to various corporations and schools. The purchase price was
approximately $3,000 consisting of cash paid to the seller.
On January 23, 1997, the Company acquired 100% of the stock of Versatile
Holding Corporation, which owns 100% of the stock of Serv-Rite Corporation
("Serv-Rite"), a contract food services management company that provides food
services to the education and business dining markets in New York and
Pennsylvania. The purchase price was approximately $7,500, consisting of cash
and assumed debt of Serv-Rite.
F-22
FINE HOST CORPORATION & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
(as restated, see Note 18)
On February 7, 1997, the Company made a second offering, as authorized by
the Board of Directors, selling 2,689,000 shares at a price of $23.50 per share,
generating net proceeds (including the net proceeds received by the Company upon
the exercise of certain options) of approximately $59.1 million, after deducting
the underwriting discount and offering expenses paid by the Company. The net
proceeds were used to repay obligations under the Company's credit facility in
effect prior to the public offering and the remainder was invested in short term
investments in accordance with the Company's investment policy. Assuming this
transaction had occurred at the beginning of fiscal year 1996, supplemental pro
forma 1996 net loss per share would have been $0.27 and was calculated based
upon (i) net loss adjusted for the reduction in interest expense resulting from
the application of the net proceeds of the Offering to reduce indebtedness of
the Company and (ii) the average number of shares of Common Stock outstanding as
adjusted to reflect the sale by the Company of a number of shares in the
Offering.
On July 30, 1997, the Company entered into the Fourth Amended and Restated
Loan Agreement (the "Credit Facility"), a $200 million credit facility with Bank
Boston, N.A. as administrative agent, US Trust, as Documentation Agent, and
certain banks and other financial institutions party thereto. The credit
facility provides for (i) a five year working capital revolving credit line for
general corporate purposes and letters of credit, in the maximum aggregate
amount of $50 million (the "Working Capital Line") and (ii) a line of credit to
provide for future expansion by the Company, in the maximum amount of $150
million (the "Guidance Line"). The Working Capital Line provides funds for
liquidity, seasonal borrowing needs and other general corporate purposes.
Outstanding letters of credit issued under the Working Capital Line cannot
exceed $25 million in the aggregate. The Guidance Line is available on a
revolving basis until July 30, 2000, to fund the Company's acquisitions and for
investments made in connection with facility agreements. At July 30, 2000, all
loans outstanding under the Guidance Line will convert to term loans, payable
quarterly over a three-year period. Interest on all loans under the Credit
Facility are based on, at the Company's option, either a prime rate or a LIBOR
rate plus an incremental rate based on a ratio of debt to EBITDA, not to be less
than .75% or greater than 1.5%. EBITDA (as defined in the Credit Facility)
represents earnings before interest expense, income tax expense, depreciation
and amortization.
The Company's obligations under the Credit Facility are collateralized by a
pledge of shares of the common stock or other equity interests of the Company's
subsidiaries, as well as by certain fixtures and equipment, accounts receivable
and other assets, as well as the receipt, if any, of certain funds paid to the
Company with respect to the termination of client contracts prior to their
expiration.
The Credit Facility contains various financial and other restrictions,
including, but not limited to, restrictions on indebtedness, capital
expenditures, acquisitions and investments. In addition, the Credit Facility
requires maintenance of (i) certain financial ratios, including ratios of total
debt to EBITDA and EBITDA to interest paid and (ii) minimum EBITDA. As of March
6, 1998, the Company had no outstanding loans under the Guidance Line or the
Working Capital Line but has outstanding obligations in respect of the Standby
Letter of Credit issued by BankBoston, N.A.; or the benefit of the Maryland
Stadium Authority ("MSA") in the amount of $10,000 which letter of credit was
issued to secure the Company's obligation to pay MSA up to $20,000 over the term
of the Company's Concessions Management Agreement with the Baltimore Ravens
Limited Partnership dated August 14, 1997. The Company is currently in default
under certain provisions of the Credit Facility and, on December 15, 1997, the
Agent notified the Company that it would no longer extend loans to the Company
under the Credit Facility.
On July 30, 1997, the outstanding principal balance of the Ideal
Convertible Notes (see Note 8) were converted into 76,332 shares of common
stock.
F-23
FINE HOST CORPORATION & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
(as restated, see Note 18)
On August 6, 1997, the Company acquired 100% of the stock of Statewide
Industrial Catering, Inc. ("Statewide"). Statewide provides contract food
service to 25 school districts in the New York City Metropolitan Area. The
purchase price was $3,200, consisting of cash, assumed debt of Statewide and a
subordinated promissory note.
On August 27, 1997, the Company acquired 100% of the stock of Best,
Inc.("Best"). Best provides contract food service to approximately 150,
healthcare, corrections, business dining and education clients. The purchase
price was $26,500, consisting of cash and assumed debt.
On October 3, 1997, the Company acquired 100% of the stock of Total Food
Service Direction, Inc., ("Total"). Total provides contract food service to 35
business dining and educational facilities in Southern Florida. The purchase
price was approximately $4,900 consisting of cash and subordinated promissory
notes to the seller.
On October 27, 1997, the Company issued $175.0 million of 5% convertible
Subordinated Notes due 2004 (the "Convertible Notes") in a private placement
under Rule 144A of the Securities Act of 1933. The Convertible Notes are
unsecured obligations of the Company and are convertible into common stock at a
conversion price of $44.50 per share. The net proceeds of $169.1 million, after
deducting discounts and certain expenses, were used to repay approximately $50.0
million in outstanding bank debt. The remaining proceeds were invested in
short-term investments in accordance with the Company's investment policy.
On December 12, 1997, the Company announced that the Audit Committee of its
Board of Directors had instructed the commencement of an inquiry into certain
accounting practices, including the capitalization of certain expenses, and that
the Audit Committee determined on December 12, 1997, based upon their
preliminary inquiry, that certain expenses incurred during 1997 were incorrectly
capitalized rather than expensed in the period in which they were incurred. The
Company stated that it believed the amounts would be material and that earnings
for each of the first three quarters of 1997 would need to be restated.
On December 15, 1997, the Company announced that preliminary indications
were that the accounting problems were not limited to the incorrect
capitalization of expenses and that periods prior to 1997 would also need to be
restated. The Company also stated that the outside directors of the Company's
Board of Directors (the "Outside Directors") had terminated the employment of
Richard E. Kerley, Chairman of the Board and Chief Executive Officer, and Nelson
A. Barber, Senior Vice President and Treasurer.
On December 16, 1997, the Company retained a crisis management firm and
counsel to the Outside Directors retained an independent accounting firm to
conduct a forensic review of the Company's accounting practices. On December 18,
1997, Neal F. Finnegan resigned as a director of the Company. On December 19,
1997, the Board of Directors held a special meeting and appointed a Special
Committee (the "Special Committee") comprised of the Outside Directors.
The Nasdaq Stock Market ("Nasdaq") suspended trading in shares of the
Company's common stock on December 12, 1997. In early January 1998, Nasdaq
commenced a proceeding to delist the common stock from trading. The Company
promptly appealed Nasdaq's determination, resulting in a stay of the proceeding
pending a hearing held on February 5, 1998. On March 3, 1998, trading of the
Company's common stock recommenced.
Counsel to the Special Committee met with representatives of the Securities
and Exchange Commission (the "SEC") on January 12, 1998, at which time the SEC
indicated it was pursuing an informal investigation. In February 1998, the SEC
issued a formal order of investigation.
On January 21, 1998, Mr. Kerley resigned as a director of the Company.
F-24
FINE HOST CORPORATION & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
(as restated, see Note 18)
Between December 15, 1997 and February 27, 1998, thirteen purported class
action lawsuits were filed in the United States District Court for the District
of Connecticut against the Company and certain of its officers and/or directors.
On or about January 30, 1998, the Company was named as a defendant in an action
arising out of the issuance and sale in October 1997 or $175 million in the
aggregate principal amount of the Company's 5% Convertible Subordinated Notes
due 2004 (the "Notes"). The plaintiffs allegedly purchased Notes in the
aggregate principal amount of $7.5 million. The complaint alleges, among other
things, that the Offering Memorandum prepared by the Company in connection with
this offering contained materially false information. The complaint asserts
various claims against the Company, including claims alleging violations of
Sections 10(b), 18(a) and 20(a) of the Securities Exchange Act of 1934 and
various rules promulgated thereunder, as well as fraud and negligent
misrepresentation. The relief sought by plaintiffs includes damages, including
the alleged difference in the value of the Notes when purchased and their actual
value, or alternatively rescission of their purchase of the Notes, plus
interest, costs and disbursements, and attorneys' fees. The Company is currently
reviewing these complaints. The Company is currently unable to determine the
potential affect of these lawsuits on its financial condition, results of
operations, or cash flows.
In connection with the Company's private offering of the Convertible Notes,
the Company had agreed to file a shelf Registration Statement, which would cause
the Convertible Notes to be freely tradable. As a result of the need to restate
financial statements, the Company has been unable to file the shelf Registration
Statement and, therefore, is obligated to pay liquidated damages on the
Convertible Notes, from January 25, 1998, in the amount of $.05 per week per
thousand dollar principal amount, subject to increase every quarter up to a
maximum amount of approximately 1.3% per annum.
In connection with the inquiry and restatement described above, the Company
expects to incur costs of approximately $8 million to cover (i) the write-off of
deferred debt costs in connection with the Credit Facility (see Note 7), (ii)
the costs of legal, accounting and crisis management fees, and (iii) the cost of
rescinding the 10 year lease that was signed in October 1997 for the relocation
of its corporate headquarters. Such costs are to be incurred in the fourth
quarter of 1997 and throughout 1998.
18. Restatement of Consolidated Financial Statements
Subsequent to the issuance of the Company's 1996 Consolidated Financial
Statements, the Company's management determined that (i) certain overhead
expenses had been improperly capitalized; (ii) insufficient reserves and
accruals had been recorded, including inappropriate purchase accounting
reserves; (iii) certain non-performing assets had not been written-off; (iv)
improper revenue recognition had been used in regards to certain contracts and
agreements; and (v) adjustments for the settlement of certain terminated
contracts were not recorded.
As a result, the Company's financial statements for the years ended
December 25, 1996, December 27, 1995 and December 28, 1994 have been restated
from the amounts previously reported to (i) reflect certain items previously
improperly capitalized as period costs; (ii) adjust previously recorded reserves
and accruals for certain items (iii) write off certain non-performing assets;
(iv) properly recognize revenue related to certain contracts and agreements; and
(v) record adjustments for the settlement of certain terminated contracts.
F-25
FINE HOST CORPORATION & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
(as restated, see Note 18)
The summary of the significant effects of the restatement is as follows:
For the Year Ended
----------------------------------------------------------------------------------------------------
December 25, 1996 December 27, 1995 December 28, 1994
As Previously As Previously As Previously
Reported As Restated Reported As Restated Reported As Restated
----------------- ----------- ------------------ ----------- ---------------- -----------
Net sales .................... $ 127,925 $ 130,639 $ 95,462 $ 95,382 $ 82,119 $ 82,113
Cost of sales ................ 113,703 118,818 85,576 86,426 73,833 74,130
Gross profit ................. 14,222 11,821 9,886 8,956 8,286 7,983
General and
administrative
expenses ..................... 5,388 15,504 3,626 10,541 3,406 7,956
Income/(loss) from
operations ................... 8,834 (3,683) 6,260 (1,585) 4,880 27
Interest expense, net ........ 2,330 2,618 2,479 2,678 1,629 1,617
Income/(loss) before tax
provision .................... 6,504 (6,301) 3,781 (4,263) 3,251 (1,590)
Tax provision/(benefit) ...... 2,700 (1,860) 1,585 (1,554) 1,385 (377)
Net income/(loss) ............ 3,804 (4,441) 2,196 (2,709) 1,866 (1,213)
Net income/(loss)
applicable to common
stockholders ................. 2,504 (5,741) 1,296 (3,609) 1,616 (1,463)
Income/(loss) per share
of common stock .............. .51 (1.39) .39 (1.76) .50 (.71)
F-26
FINE HOST CORPORATION & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
(as restated, see Note 18)
As of December 25, 1996 As of December 27, 1995
----------------------------- ------------------------------
As Previously As Previously
Reported As Restated Reported As Restated
------------- ----------- ------------- -----------
Cash and cash equivalents ......................... $ 4,724 $ 4,747 $ 634 $ 634
Accounts receivable ............................... 14,580 12,065 7,548 6,782
Inventories ....................................... 3,260 3,260 2,099 2,099
Prepaid expenses and other current assets ......... 3,749 1,658 2,413 1,850
Total current assets .............................. 26,313 21,730 12,694 11,365
Contract rights, net .............................. 22,869 16,909 12,866 6,316
Fixtures and equipment, net ....................... 24,057 17,300 15,829 13,271
Excess of cost over fair value of net assets
acquired, net ................................... 34,362 31,527 13,406 13,591
Other assets ...................................... 9,842 8,527 5,786 4,445
Total assets ...................................... 117,443 95,993 60,581 48,988
Accounts payable and accrued expenses ............. 18,690 22,174 12,467 14,383
Current portion of long-term debt ................. 264 2,981 2,981
Total current liabilities ......................... 21,735 25,483 17,193 19,109
Deferred income taxes ............................. 12,360 4,702 6,421 3,387
Long-term debt .................................... 31,562 32,250 15,326 15,326
Total liabilities ................................. 70,671 67,449 47,819 46,701
Additional paid-in capital ........................ 41,778 42,270 8,933 8,933
Retained earnings (deficit) ....................... 5,121 (13,599) 2,617 7,858
Total stockholders' equity/deficiency in net assets 46,772 28,544 11,382 907
Total liabilities and stockholders'
equity/deficiency in net assets ................. 117,443 95,993 60,581 48,988
As Previously
Reported As Restated
-------------- -----------
Balance at December 29, 1993
Deficit $ 295 $2,786
F-27
(a)(2) Financial Statement Schedules
None.
(a)(3) Exhibits
Exhibit No. Description
----------- -----------
11 Computations of Per Share Loss
23 Consent of Deloitte & Touche LLP
27 Financial Data Schedule
Certain instruments defining the rights of holders of long-term debt of the
Company have not been filed in accordance with Item 601(b)(4)(iii) of Regulation
S-K under the Securities Act. The company hereby agrees to furnish a copy of
such instruments to the Commission upon request.
(b) Reports on Form 8-K
None
F-28
SIGNATURES
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.
FINE HOST CORPORATION
By: /s/Catherine B. James
----------------------
Name: Catherine B. James
Title: Executive Vice President and Chief
Financial Officer
(Duly Authorized Officer and Principal
Financial (Officer)
Date: March 24, 1998
F-29
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
11 Computations of Per Share Loss
23 Consent of Deloitte & Touche LLP
27 Financial Data Schedule
F-30