UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 29, 2002.
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 000-24124
FRESH AMERICA CORP.
(Exact name of registrant as specified in its charter)
Texas 76-0281274
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1049 Avenue H East, Arlington, Texas 76011
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (817) 385-3000
----------------
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 [ ]
At May 3, 2002, the Registrant had 8,410,098 shares of its Common Stock, par
value $.01 per share, outstanding.
Total number of pages in this report, including the cover page is 18. Exhibit
index is on page 17.
Part I - FINANCIAL INFORMATION
Item 1. - FINANCIAL STATEMENTS
FRESH AMERICA CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
March 29, December 28,
2002 2001
------------------ -------------------
ASSETS (unaudited)
Current Assets:
Cash and cash equivalents $ 4,128 $ 3,742
Accounts receivable, net 19,015 18,124
Inventories 2,814 2,545
Prepaid expenses 1,087 1,010
Income tax receivable 1,605 2,086
------------------ -------------------
Total Current Assets 28,649 27,507
Property and equipment, net 7,067 6,924
Goodwill, net of accumulated amortization of $5,322 16,141 16,141
Other assets 91 386
------------------ -------------------
Total Assets $ 51,948 $ 50,958
================== ===================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Note payable and current portion of long-term debt $ 7,278 $ 1,474
Accounts payable 22,891 20,580
Accrued salaries and wages 1,303 1,075
Other accrued expenses 3,459 3,208
------------------ -------------------
Total Current Liabilities 34,931 26,337
Long-term debt, less current portion 56 6,226
Other liabilities 459 444
------------------ -------------------
Total Liabilities 35,446 33,007
------------------ -------------------
8% Series D cumulative redeemable preferred stock, $1.00 par value (77,000
shares authorized and issued); liquidation value of $23,100
plus accrued and unpaid dividends 4,521 2,429
Shareholders' Equity:
Common stock $.01 par value (authorized 10,000,000 shares;
issued 8,410,098 shares) 84 84
Additional paid-in capital 38,420 40,512
Accumulated deficit (26,523) (25,074)
------------------ -------------------
Total Shareholders' Equity 11,981 15,522
Commitments and Contingencies
------------------ -------------------
Total Liabilities and Shareholders' Equity $ 51,948 $ 50,958
================== ===================
The accompanying notes to the consolidated financial statements are an integral part of these statements.
2
FRESH AMERICA CORP. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
Quarter Ended
--------------------------------------
March 29, March 30,
2002 2001
------------------ ------------------
Net sales $ 55,424 $ 86,901
Cost of sales 49,667 78,203
------------------ ------------------
Gross profit 5,757 8,698
------------------ ------------------
Selling, general and administrative expenses 6,732 12,399
Depreciation and amortization 319 807
------------------ ------------------
Total operating costs and expenses 7,051 13,206
------------------ ------------------
Operating loss (1,294) (4,508)
------------------ ------------------
Other expense:
Interest expense, net (133) (982)
Other, net (22) (95)
------------------ ------------------
(155) (1,077)
------------------ ------------------
Loss before income taxes (1,449) (5,585)
Income tax benefit - (858)
------------------ ------------------
Net loss (1,449) (4,727)
Preferred stock dividends and accretion 2,092 256
------------------ ------------------
Net loss applicable to common shareholders $ (3,541) $ (4,983)
================== ==================
Basic and diluted loss per share $ (0.42) $ (0.95)
================== ==================
The accompanying notes to the consolidated financial statements are an integral part of these statements.
3
FRESH AMERICA CORP. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, except share and per share amounts)
Quarter Ended
---------------------------------
March 29, March 30,
2002 2001
---------------- ---------------
Cash flows from operating activities:
Net loss $ (1,449) $ (4,727)
Adjustments to reconcile net loss to net cash provided by operating activities:
Bad debt expense 36 361
Depreciation and amortization 319 807
Other - 328
Deferred income taxes - 297
Change in assets and liabilities:
Accounts receivable (927) 6,804
Inventories (269) 2,857
Prepaid expenses (77) 41
Income tax receivable and other assets 776 (714)
Accounts payable 2,311 (2,380)
Accrued expenses and other current liabilities 494 (171)
---------------- ---------------
Total adjustments 2,663 8,230
---------------- ---------------
Net cash provided by operating activities 1,214 3,503
---------------- ---------------
Cash flows from investing activities:
Additions to property and equipment, net (364) (271)
Proceeds from sale of property and equipment - 944
---------------- ---------------
Net cash provided by (used in) investing activities (364) 673
---------------- ---------------
Cash flows from financing activities:
Payments of short-term indebtedness (460) -
Payments of long-term indebtedness (4) (16)
Payments of Canadian revolving line of credit - (3,756)
Payments of Canadian short-term indebtedness - (237)
---------------- ---------------
Net cash used in financing activities (464) (4,009)
---------------- ---------------
Effect of exchange rate changes on cash - (81)
---------------- ---------------
Net increase in cash and cash equivalents 386 86
Cash and cash equivalents at beginning of year 3,742 4,880
---------------- ---------------
Cash and cash equivalents at end of year $ 4,128 $ 4,966
================ ===============
Supplemental disclosures of cash flow information:
Cash paid for interest $ 132 $ 340
Cash paid for income taxes $ 9 $ 116
Non-cash financing and investing activities:
Capital lease additions $ 98 $ -
Common stock issued to retire debt $ - $ 3,718
The accompanying notes to the consolidated financial statements are an integral part of these statements.
4
FRESH AMERICA CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Description of Business and Summary of Significant Accounting Policies
_______________________________________________________________________________
Basis of Presentation and Consolidation
Fresh America Corp. ("Fresh America", the "Company", "we", "us" or "our")
provides procurement, processing, repacking, warehousing and distribution
services of fresh produce and other refrigerated products for a wide variety of
customers in the retail, food service and food distribution businesses. The
Company was founded in 1989 and distributes throughout the United States and
Canada through eight distribution facilities and one processing facility.
The Company's fiscal year is a 52-week period ending on the last Friday in
December. The quarters ended March 29, 2002 and March 30, 2001 each consisted of
13 weeks. The consolidated financial statements include the accounts of Fresh
America and its wholly owned subsidiaries. All significant intercompany balances
and transactions have been eliminated in consolidation.
Unaudited Interim Financial Information
The consolidated balance sheet as of March 29, 2002, the consolidated statements
of operations and the consolidated statements of cash flows for the periods
ended March 29, 2002 and March 30, 2001 and related notes have been prepared by
the Company and are unaudited. In the opinion of the Company, the interim
financial information includes all normal recurring adjustments necessary for a
fair statement of the results of the interim periods.
Certain information, definitions and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted from the
interim financial information. The interim financial information should be read
in conjunction with the Company's audited consolidated financial statements
included in the Annual Report on Form 10-K for the fiscal year ended December
28, 2001. The results for the periods ended March 29, 2002 and March 30, 2001
may not be indicative of operating results for the full year.
Prior year balances include certain reclassifications to conform to the current
year presentation.
Earnings Per Share
Basic earnings (loss) per share ("EPS") is calculated by dividing net earnings
(loss) applicable to common shareholders by the weighted average number of
common shares outstanding for the period. Diluted EPS reflects the potential
dilution that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock. See Note 3 - " Earnings (Loss)
Per Share" for the calculation of EPS.
New Accounting Standards
The Company adopted Statement of Financial Accounting Standards ("SFAS") No.
142, "Goodwill and Other Intangible Assets" and SFAS No. 144 "Accounting for the
Impairment or Disposal of Long- Lived Assets" effective December 29, 2001 (the
first day of our 2002 fiscal year). SFAS No. 142 eliminates the amortization for
goodwill and other intangible assets with indefinite lives. Intangible assets
with lives restricted by contractual, legal, or other means will continue to be
amortized over their useful lives. Goodwill and other intangible assets not
subject to amortization are tested for impairment annually or more frequently if
events or changes in circumstances indicate that the asset might be impaired.
SFAS No. 142 requires a two-step process for testing impairment. First, the fair
value of each reporting unit is compared to its carrying value to determine
whether an indication of impairment exists. If an impairment is indicated, then
the fair value of the reporting unit's goodwill is determined by allocating the
unit's fair value to its assets and liabilities (including any unrecognized
intangible assets) as if the reporting unit had been
5
FRESH AMERICA CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
acquired in a business combination. The amount of impairment for goodwill is
measured as the excess of its carrying value over its fair value.
The Company had no intangible assets subject to amortization under SFAS No. 142
at March 29, 2002 or December 28, 2001. Intangible assets not subject to
amortization consist of goodwill and totaled $16.1 million at March 29, 2002 and
December 28, 2001. In accordance with the provisions of SFAS No. 142, the
initial test for an indicator of reporting unit goodwill impairment must be
completed within six months of adoption. At March 29, 2002, the Company has not
completed its initial assessment.
The effects of the adoption of SFAS 142 on net loss available to common
shareholders and earnings per share for the three months ended March 29, 2002
and March 30, 2001, is as follows:
March 29, March 30,
2002 2001
------------ ------------
Net loss $ (1,449) $ (4,727)
Preferred stock dividends and accretion 2,092 256
------------ ------------
Reported net loss available to
common shareholders (3,541) (4,983)
Add back: goodwill amortization - 413
------------ ------------
Adjusted net loss available to
common shareholders $ (3,541) $ (4,570)
============ ============
Basic and Diluted Loss Per Share:
Reported net loss available to
common shareholders $ (.42) $ (.95)
Add back: goodwill amortization - .08
------------ ------------
Adjusted net loss available to
common shareholders $ (.42) $ (.87)
============ ============
SFAS No. 144 supersedes SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of" and the
accounting and reporting provisions of Accounting Principles Board Opinion No.
30 "Reporting the Results of Operations-Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions". SFAS No. 144 retains the fundamental provisions of
SFAS No. 121 but eliminates the requirement to allocate goodwill to long-lived
assets to be tested for impairment. This statement also requires discontinued
operations to be carried at the lower of cost or fair value less costs to sell
and broadens the presentation of discontinued operations to include a component
of an entity rather than a segment of a business. The adoption of SFAS No. 144
did not have a material impact on the Company's results of operations or
financial position.
Segment and Related Information
The Company provides disclosure required by SFAS No. 131, "Disclosures About
Segments of an Enterprise and Related Information," which establishes standards
for the way public business enterprises report information about products and
services. Because of the Company's business of handling fresh produce and the
interrelated nature of the Company's business activities, all of which are
generally conducted at each of the Company's locations, management of the
Company does not capture the financial results of the interrelated business
activities in its financial information systems by type of activity at each
location or for the Company as a whole. The management of the Company measures
performance based on the gross margins and pretax income generated from each of
the Company's operations. Pretax income for the purpose of management's analysis
does not include corporate overhead such as selling, general and administrative
expenses and income tax expense. Since the business units have similar economic
6
FRESH AMERICA CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
characteristics and are engaged in procurement, processing and distribution of
produce, they have been aggregated into one reportable segment for reporting
purposes.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
Note 2. Debt and Liquidity
___________________________
Throughout its operational restructuring during the past three years, the
Company sought various financing alternatives in an effort to raise capital and
refinance or restructure its senior bank and subordinated debt. In September
2001, the Company completed a financial restructuring whereby North Texas
Opportunity Fund LP, ("NTOF") invested $5.0 million in the Company by purchasing
50,000 shares of the Company's Series D cumulative redeemable preferred stock
and warrants exercisable for 84,100,980 shares of our common stock. Subsequent
to NTOF's investment, Arthur Hollingsworth, an affiliate of NTOF and the
Company's Chairman of the Board, purchased from NTOF for the same price as paid
by NTOF, 3,500 shares of Series D preferred stock and warrants exercisable for
5,887,069 shares of our common stock. As a condition to the NTOF investment in
the Company, John Hancock Life Insurance Company, the Company's subordinated
lender, converted all of its subordinated debt, Series C preferred stock,
warrants, and accrued interest and dividends thereon into newly issued shares of
Series D preferred stock and warrants. In particular, John Hancock Variable Life
Insurance Company, Signature 1A (Cayman), Ltd. and Signature 3 Limited
(collectively, the "Hancock Entities") exchanged $20 million of subordinated
debt, warrants to purchase 576,134 shares of the Company's common stock, 50,000
shares of Series C cumulative redeemable preferred stock and all accrued
interest and dividends for 27,000 shares of the Company's Series D cumulative
redeemable preferred stock and warrants exercisable for 45,414,529 shares of our
common stock. See Note 5 for additional information regarding the terms of the
warrant, cumulative redeemable preferred stock and other shareholder matters.
In conjunction with this investment and exchange the Company's senior lender,
Bank of America Texas, N.A. ("Bank of America"), agreed to an extension of the
maturity date of the Company's term credit facility until January 2, 2002 and a
revised payment schedule. Subsequent to the financial restructuring, Bank of
America assigned its interest in the credit facility to Endeavour, LLC (the
"Senior Lender") and the Senior Lender extended the maturity date to January 6,
2003. The Company is seeking a new lender to provide a revolving credit facility
to replace the existing term facility prior to its maturity date and provide
working capital. There can be no assurance that the Company will be able to
replace its Senior Lender as anticipated or extend its senior credit facility
beyond January 2003, if that becomes necessary.
Prior to its sale in March 2001, Ontario Tree Fruits ("OTF"), the Company's
Canadian subsidiary, had a demand agreement with Royal Bank of Canada to provide
revolving credit facilities, which were collateralized by substantially all
assets of OTF. This outstanding balance was fully repaid in March 2001 in
conjunction with the sale of OTF's operating assets.
In July 2000, the Company entered into an agreement amending the stock purchase
agreement relating to the Company's November 1998 acquisition of Perricone
Citrus Company. As part of the amended agreement, unsecured promissory notes
owed by the Company totaling $3.5 million and the accrued and unpaid interest
therein were restructured whereby the Company agreed to the following: payments
totaling $100,000 upon execution of the amended agreement; lump-sum payments of
$350,000 and $150,000 on January 1, 2002 and July 1, 2002, respectively; and 24
monthly installment payments of $37,500 totaling
7
FRESH AMERICA CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
$900,000. The promissory notes accrued interest at 10% per annum. However, all
accrued interest would be forgiven if scheduled principal payments were made
timely. Additionally, the Company issued the note holders 300,000 warrants to
purchase common shares of the Company at an exercise price of $2.50 per share.
The warrants are exercisable for the duration of seven years. The issuances of
these securities were exempt from registration under the Securities Act under
Regulation D. The restructuring of the promissory notes and related accrued
interest resulted in an extraordinary gain to the Company of $1.9 million in the
third quarter of 2000. In February 2002, the Company and the note holders agreed
to amend the agreement to change the due date of all remaining payments to the
earlier of (i) January 7, 2003 or (ii) the repayment or refinancing of the
Company's term note with the Senior Lender. In addition, all previous accrued
interest was forgiven, and the remaining principal balance began accruing
interest at an annual rate of 10% in January 2002.
Under the terms of the purchase agreement for the acquisition of Jos. Notarianni
& Co. ("Notarianni"), a portion of the purchase price was contingent upon
Notarianni's earnings subsequent to its acquisitions. The contingent payment for
Notarianni was equal to 1.4 times Notarianni's average annual pretax earnings
over a three-year period from October 3, 1998 to October 3, 2001. On February 5,
2002, the Company issued an unsecured promissory note to Mr. Joseph Cognetti in
the amount of $1,233,043 (the "Cognetti Note") for settlement of the contingent
payment amount. At December 28, 2001, the contingency amount was recorded as an
increase to goodwill and long-term debt. The Cognetti Note bears interest at an
annual rate of 5%, payable quarterly, and becomes due and payable on the earlier
of (i) January 7, 2003 or (ii) the repayment or refinancing of the Company's
term note with the Senior Lender.
The Company's purchase agreement with Hereford Haven Inc., d/b/a Martin Bros.
("Martin Bros."), also contained a contingent payment component in the purchase
price. The Martin Bros. contingent payment was equal to four times the average
annual pretax earnings for the three-year period from January 3, 1998 to January
3, 2001. The total contingent payment was $5.0 million. The payment was due
March 31, 2001 and was payable in either cash, common stock or a combination of
cash and common stock to the extent of 75% at the Company's option and 25% at
the selling shareholder's option. In satisfaction of 75% of the contingent
payment, in April 2001, the Company issued 3,166,694 shares of its common stock
to Larry Martin, the former owner of Martin Bros. The issuance of these
securities to Mr. Martin was exempt from registration under the Securities Act
under Regulation D. At the time of issuance, the shares represented a 38%
ownership interest in the Company. These shares were valued at $1.17 per share,
the market value of the Company's common stock at the time of the transaction.
The remaining $1.2 million of contingent consideration was evidenced by a
promissory note and was restructured as part of the financial restructuring
discussed above. The note is payable in cash subject to the approval of the
Company's Senior Lender. This note bears interest at an annual rate of 5%,
payable quarterly, and becomes due and payable on the earlier of (i) January 7,
2003 or (ii) the repayment or refinancing of the Company's term note with the
Senior Lender.
The Company is party to a master lease agreement with SunTrust Leasing
Corporation that has been used to provide equipment financing for several of the
Company's operating units. The Company is not in compliance with certain
financial covenants under the terms of the lease and has received waivers for
noncompliance through January 6, 2003. There can be no assurance that the
Company will be in compliance with such covenants subsequent to the waiver
period or will be successful in renegotiating the covenants.
Management believes that the combination of the effects of the financial
restructuring completed in September 2001, the anticipated refinancing of the
indebtedness to the Senior Lender on a long-term basis, cash generated from
ongoing operating activities, and the realization of recent reductions in
selling, general
8
FRESH AMERICA CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
and administrative expenses will enable the Company to meet its obligations as
they come due in the foreseeable future. However, there can be no assurance the
Company will be able to replace its Senior Lender as anticipated or extend the
term note beyond January 2003, if that becomes necessary.
Note 3. Earnings (Loss) Per Share
__________________________________
The following table reconciles the calculations of the Company's basic and
diluted EPS (in thousands, except per share amounts):
Quarter Ended
--------------------------------
March 29, March 30,
2002 2001
-------------- -------------
Basic & Diluted EPS
___________________
Net loss (1,449) (4,727)
Less: Preferred stock dividends 153 223
Accretion of preferred stock 1,939 33
-------------- -------------
Net loss applicable to common shareholders $ (3,541) $ (4,983)
============== =============
Weighted average common shares outstanding 8,410 5,243
============== =============
Loss per share $ (.42) $ (.95)
============== =============
Options and warrants to purchase 559,000 shares of common stock for the
three-month period ended March 29, 2002 and 1,455,000 shares of common stock for
the three-month period ended March 30, 2001 were not included in the computation
of diluted EPS because their inclusion would have been anti-dilutive.
Note 4. Income Taxes
_____________________
The income tax benefit for the three-month period ended March 30, 2001
principally relates to the losses of OTF which can be carried back to recover
Canadian taxes paid in prior years. The Canadian tax benefit of $906,000 has
been provided at an effective rate of 44.5%, reflecting combined provincial and
federal Canadian income taxes. This amount is reduced by a state tax provision
of $48,000.
No U.S. Federal or state income tax benefit was recorded for the quarter ending
March 29, 2002 because the Company could not carryback U.S. losses to recover
any prior year federal income taxes.
Based on the Company's assessment of its ability to carry back net operating
losses, scheduled reversals of taxable and deductible temporary differences and
future taxable income, a valuation allowance has been provided at March 29, 2002
and March 30, 2001 to eliminate the Company's U.S. net deferred tax assets.
Note 5. Shareholders' Equity
_____________________________
The warrants issued to NTOF, Mr. Hollingsworth and the Hancock Entities
discussed in Note 2 cannot be exercised until the Company's articles of
incorporation are amended to increase the Company's authorized common stock from
10 million shares to 250 million shares and decrease the common stock's stated
par value from $.01 to $.0001 per share (the "Charter Amendment"). In connection
with the financial restructuring, the Company held a special meeting of the
shareholders which was adjourned on December 28, 2001, and reconvened on
December 29, 2001. The Company's shareholders were asked to approve the Charter
Amendment. At the special meeting, approximately 61.9% of the shareholders voted
in favor of the Charter Amendment, and 5.9% voted against the Charter Amendment.
The Charter Amendment therefore failed to receive the necessary approval of the
holders of a supermajority (66.7%) of the shares of
9
FRESH AMERICA CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
the issued and outstanding stock. As a result, the Company's articles of
incorporation were not amended at the special meeting. Because the Charter
Amendment was not approved, the warrants are not exercisable and in accordance
with the terms and conditions of the Certificate of Designations pursuant to
which the Series D preferred stock was issued, the holders of the Series D
preferred stock received increased rights (as described below). Although, the
Company's Board of Directors has approved the Charter amendment, the holders of
the Company's issued and outstanding capital stock entitled to vote must approve
it. The warrants are exercisable for a ten-year period that commenced on August
14, 2001 and ends August 14, 2011. The exercise price of the warrants is $.0001
per share and the warrants are subject to anti-dilution provisions providing
adjustment in the event of any recapitalization, stock dividend, stock split,
reorganization, merger or similar transaction or certain issuances of shares
below their market value.
Initially, each share of the 77,000 shares of Series D preferred stock had the
right to receive cumulative dividends, payable monthly in cash and calculated on
the basis of an annual dividend rate of $8 for each share plus interest on any
accrued but unpaid dividends. Because the Charter Amendment was not approved at
the special meeting, the annual dividend rate increased to $18 per share on
December 31, 2001. However, the Company obtained a waiver for the enhanced
dividend from the Series D preferred shareholders for the period from December
29, 2001 until January 3, 2003. Therefore, the annual dividend rate will not
increase to $18 per share during this period, but will remain at the original
annual dividend rate of $8 for each share of preferred stock. Cumulative
preferred dividends accrued as of March 29, 2002 and December 28, 2001 totaled
$358,000 and $205,000 respectively. The Company may not declare a dividend on
any other class of capital stock so long as any accrued dividends for the
preferred stock have not been paid. If the Company pays a dividend to holders of
any other class of the Company's capital stock, then the Company will pay a
dilution fee to the holders of the preferred stock. When the Charter Amendment
was not approved at the special meeting, the holders of preferred stock became
entitled to vote as a separate class for all matters on which the holders of
common stock are entitled to vote, with each share entitled to one vote per
share, except where applicable law prevents class voting. In addition, the
holders of the preferred stock became entitled to vote together with the holders
of common stock as a combined class on any matter on which the common stock is
eligible to vote, with each share of common stock entitled to one vote per share
and each share of preferred stock entitled to 250 votes per share, being
11,625,000 votes for NTOF, 875,000 for Mr. Hollingsworth and 6,750,000 for the
Hancock Entities.
The Series D preferred shareholders have a put right on the Series D preferred
stock after August 14, 2004, and immediately upon any breach by the Company of
the financial restructuring agreements or any sale, merger or change of control
of the Company at $100 per share plus accrued and unpaid dividends. Because
Charter Amendment was not approved, the holders of Series D preferred stock have
the right to exercise their put right at three times the face value of the
preferred stock, such amount being $13,950,000 for NTOF, $1,050,000 for Mr.
Hollingsworth and $8,100,000 for the Hancock Entities, plus accrued and unpaid
dividends. Additionally, the holders of the preferred stock have the right to
redeem their shares of preferred stock on the same terms of the put right after
April 30, 2007 or immediately upon the occurrence of any sale, merger or change
of control of the Company, any qualified public offering with net proceeds of at
least $20,000,000 or any private equity financing with net proceeds of at least
$20,000,000.
10
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
The following table presents the components of the consolidated statements of
operations as a percentage of net sales for the periods indicated:
Quarter Ended
---------------------------------
March 29, March 30,
2002 2001
--------------- --------------
Net sales 100.0% 100.0%
Cost of sales 89.6 90.0
--------------- --------------
Gross profit 10.4 10.0
Selling, general and administrative expenses 12.1 14.3
Depreciation and amortization 0.6 .9
--------------- --------------
Total operating costs and expenses 12.7 15.2
--------------- --------------
Operating loss (2.3) (5.2)
Other expense 0.3 1.2
--------------- --------------
Loss before income taxes (2.6) (6.4)
Income tax benefit 0.0 (1.0)
--------------- --------------
Net loss (2.6) (5.4)
Preferred dividends and accretion 3.8 0.3
--------------- --------------
Net loss applicable to common shareholders (6.4%) (5.7%)
=============== ==============
Comparison of Quarter Ended March 29, 2002 to Quarter Ended March 30, 2001
Net sales. Net sales decreased $31.5 million, or 36.2%, to $55.4 million in the
first quarter of 2002 from $86.9 million in the first quarter of 2001.
Approximately $25.2 million of this decrease is related to divestitures of
certain operations. These divestitures included Ontario Tree Fruits ("OTF"),
which was sold in March 2001, resulting in a decrease of $4.6 million; King's
Onion House ("King's"), which was sold in April 2001, resulting in a decrease of
$11.1 million; Bacchus Fresh International ("BFI"), which was sold in August
2001, resulting in a decrease of $3.9 million and other small divestitures
resulting in a decrease of $1.5 million, in the aggregate. In addition, in May
2001 a decision was reached, via arbitration, to rescind the original purchase
agreement of one of the Company's locations, Thompson's Produce. This resulted
in a decrease in sales of $4.1 million compared to the corresponding period in
2001. The Company also experienced a decrease in sales of approximately $8.2
million at its Los Angeles facility during the first quarter of 2002 as compared
to the same period of 2001. This decrease was primarily attributable to the loss
of key sales persons at the Los Angeles facility who contributed a significant
portion of sales, primarily yams, citrus and chili peppers. The Company is in
process of replacing the sales persons and re-establishing customer
relationships for each product line that was interrupted at this location. The
Company's decreases in sales mentioned above aggregating $33.4 million were
partially offset by increased sales throughout the Company, primarily related to
incremental business from national and regional sales programs.
Cost of sales. Cost of sales decreased $28.5 million, or 36.5% to $49.7 million
in the first quarter of 2002 from $78.2 million in the first quarter of 2001. As
a percentage of net sales, cost of sales decreased to 89.6% from 90.0%,
resulting in a relatively constant gross profit margin of 10.4% in first quarter
2002 as compared to 10.0% in the same period of last year.
Selling, general and administrative expenses. Selling, general and
administrative expenses ("SG&A") decreased by $5.7 million, or 45.7% to $6.7
million in the first quarter of 2002 from $12.4 million in the
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first quarter of 2001. Approximately $3.6 million of the decrease relates to
divestitures which primarily occurred during the first and second quarters of
2001. In addition, approximately $300,000 of the decrease is related to a bad
debt reserve in 2001 for OTF. The remaining net decrease of $1.7 million was
attributable to Company-wide cost reduction initiatives that began to take
effect during the second quarter of 2001.
Depreciation and amortization. Depreciation and amortization decreased by
approximately $ 488,000 to $319,000 in the first quarter of 2002 as compared to
$807,000 in the same period of 2001. This decrease was primarily attributable to
the implementation of SFAS 142 and the elimination of goodwill amortization.
Operating income. As a result of the foregoing factors, the Company's operating
loss decreased $3.2 million to a loss of $1.3 million in the first quarter of
2002 as compared to a loss of $4.5 million in the first quarter of 2001.
Income tax expense. Income tax benefit for the first quarter of 2001 relates
principally to Canadian income tax benefit attributable to a loss of the
Company's Canadian subsidiaries. No U.S. federal or state income tax benefit was
recorded for the first quarter of fiscal 2002 because the Company could not
carryback U.S. losses to recover any prior year income taxes.
Preferred stock dividends and accretion. The increase in preferred stock
dividends and accretion in the first quarter of 2002 compared to the prior year
period is principally due to the fair value of the Series D cumulative
redeemable preferred stock issued pursuant to the financial restructuring on
September 5, 2001 being substantially less than the face amount, and issuance
costs which further reduced the initially recorded value. In addition, under the
terms of the Series D preferred stock, certain enhanced rights became effective
December 31, 2001. One of the enhanced rights allows the holders of the
preferred stock to exercise their put right at three times the face value of the
preferred stock. This enhancement increased the accretion related to the
preferred stock during the first quarter of 2002. As part of the enhanced
rights, the annual dividend rate also increased from $8 per share to $18 per
share. However, the Company has obtained a waiver for the enhanced dividend rate
and therefore, the rate will not increase during fiscal 2002. As a result, the
accretion of the carrying value exceeds the accretion recorded on the previously
outstanding Series C cumulative redeemable preferred stock.
Net loss applicable to common shareholders. As a result of the foregoing
factors, the Company reported net loss of $3.5 million in the first quarter of
2002 compared to $5.0 million in the first quarter of 2001, a decrease of $1.5
million.
Liquidity and Capital Resources
Cash provided by operating activities was $1.2 million for the first three
months of 2002 compared to cash provided by operating activities of $3.5 million
for the first three months of 2001. This decrease of $2.3 million is primarily
attributable to less cash provided from accounts receivable, accounts payable,
inventories and accrued expenses during the current period compared to the prior
year period. The decreases in these balances are due to divestiture of
non-performing operations. Cash used in investing activities was $364,000 in the
first three months of 2002 as compared to cash provided by investing activities
of $673,000 in the first three months of 2001. The decrease of $1.0 million
primarily relates to proceeds in 2001 of approximately $900,000 from the sale of
OTF. In addition, the Company's capital expenditures increased in 2002 as
compared to the same period of 2001, primarily related to investments in a
company-wide standardized information system. The implementation was initiated
in the third quarter of 2001 and should be completed in the second quarter of
2002. Cash used in financing activities was $464,000 in the first three months
of 2002 compared to $4.0 million in the first three months of 2001. This
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decrease is primarily due to the repayments on the Canadian revolving line of
credit which was fully repaid and cancelled in March, 2001.
At March 29, 2002 the Company had negative working capital of $6.3 million
compared to working capital of $1.2 million at December 28, 2001. The decrease
in working capital is primarily due to the change in classification of debt due
January 2003 from long-term to short-term debt (see Note 2 to the consolidated
financial statements).
Financial Restructuring
Throughout its operational restructuring during the past three years, the
Company has sought various financing alternatives in an effort to raise capital
and refinance or restructure its senior bank and subordinated debt. In September
2001, the Company completed a financial restructuring whereby North Texas
Opportunity Fund LP, ("NTOF") invested $5 million in the Company by purchasing
50,000 shares of the Company's Series D cumulative redeemable preferred stock
and warrants exercisable for 84,100,980 shares of our common stock. Subsequent
to NTOF's investment, Arthur Hollingsworth, an affiliate of NTOF and the
Company's Chairman of the Board, purchased from NTOF for the same price as paid
by NTOF, 3,500 shares of Series D preferred stock and warrants exercisable for
5,887,069 shares of our common stock. As a condition to with the NTOF investment
in the Company, John Hancock Life Insurance Company, the Company's subordinated
lender converted all of its subordinated debt, Series C preferred stock,
warrants and accrued interest and dividends thereon into newly issued shares of
Series D preferred stock. In particular, John Hancock Variable Life Insurance
Company, Signature 1A (Cayman), Ltd. and Signature 3 Limited (collectively, the
"Hancock Entities") exchanged $20 million of subordinated debt, warrants to
purchase 576,134 shares of the Company's common stock, 50,000 shares of Series C
cumulative redeemable preferred stock and all accrued interest and dividends for
27,000 shares of the Company's Series D cumulative redeemable preferred stock
and warrants exercisable for 45,414,529 shares of our common stock.
Other Debt Arrangements
Bank Debt. In conjunction with the restructuring described above the Company's
senior lender, Bank of America, agreed to an extension of the maturity date of
the Company's term credit facility until January 2, 2002 and a revised payment
schedule. Subsequent to the financial restructuring, Bank of America assigned
its interest in the credit facility to Endeavour, LLC (the "Senior Lender") and
the Senior Lender extended the due date to January 6, 2003. The outstanding
balance at March 29, 2002 was $4.0 million. The Company is seeking a revolving
credit facility with a new lender to replace the existing term facility prior to
its maturity date and to provide working capital. There can be no assurance that
the Company will be able to replace its Senior Lender as anticipated or extend
its senior credit facility beyond January 2003, if that becomes necessary.
Prior to its sale in March 2001, OTF had a demand agreement with Royal Bank of
Canada to provide revolving credit facilities, which were collateralized by
substantially all assets of OTF. This outstanding balance was fully repaid in
March 2001 in conjunction with the sale of OTF's operating assets.
Acquisitions. In July 2000, the Company entered into an agreement amending the
stock purchase agreement relating to the Company's November 1998 acquisition of
Perricone Citrus Company. As part of the amended agreement, unsecured promissory
notes owed by the Company totaling $3.5 million and the accrued and unpaid
interest therein were restructured whereby the Company agreed to the following:
payments totaling $100,000 upon execution of the amended agreement; lump-sum
payments of $350,000 and $150,000 on January 1, 2002 and July 1, 2002,
respectively; and 24 monthly installment payments of $37,500 totaling $900,000.
The promissory notes accrue interest at 10% per annum. However, all accrued
interest will be forgiven if scheduled principal payments are made timely.
Additionally, the
13
Company issued the note holders 300,000 warrants to purchase common shares of
the Company at an exercise price of $2.50 per share. The warrants are
exercisable for the duration of seven years. The issuances of these securities
were exempt from registration under the Securities Act under Regulation D. The
restructuring of the promissory notes and related accrued interest resulted in
an extraordinary gain to the Company of $1.9 million in the third quarter of
2000. In February 2002, the Company and the note holders agreed to amend the
agreement to change the due date of all remaining payments to the earlier of (i)
January 7, 2003 or (ii) the repayment or refinancing of the Company's term note
with the Senior Lender. In addition, all previous accrued interest was forgiven,
and the remaining principal balance began accruing interest at an annual rate of
10% in January 2002.
Under the terms of the purchase agreement for the acquisition of Jos. Notarianni
& Co. ("Notarianni"), a portion of the purchase price was contingent upon
Notarianni's earnings subsequent to its acquisitions. The contingent payment for
Notarianni was equal to 1.4 times Notarianni's average annual pretax earnings
over a three-year period from October 3, 1998 to October 3, 2001. On February 5,
2002, the Company issued an unsecured promissory note to Mr. Joseph Cognetti in
the amount of $1,233,043 (the "Cognetti Note"). The Cognetti Note bears interest
of 5% per annum, which interest is payable in quarterly installments, and
becomes due and payable on the earlier of (i) January 7, 2003 or (ii) the
repayment or refinancing of the Company's term note with the Senior Lender.
The Company's purchase agreement with Hereford Haven Inc., d/b/a Martin Bros.
("Martin Bros."), also contained a contingent payment component in the purchase
price. The Martin Bros. contingent payment was equal to four times the average
annual pretax earnings for the three-year period from January 3, 1998 to January
3, 2001. The total contingent payment was $5.0 million. The payment was due
March 31, 2001 and was payable in either cash, common stock or a combination of
cash and common stock to the extent of 75% at the Company's option and 25% at
the selling shareholder's option. In satisfaction of 75% of the contingent
payment, in April 2001, the Company issued 3,166,694 shares of its common stock
to Larry Martin, the former owner of Martin Bros. The issuance of these
securities to Mr. Martin was exempt from registration under the Securities Act
under Regulation D. At the time of issuance, the shares represented a 38%
ownership interest in the Company. These shares were valued at $1.17 per share,
the market value of the Company's common stock at the time of the transaction.
The remaining $1.2 million of contingent consideration was evidenced by a
promissory note and was restructured as part of the financial restructuring
discussed above. The note is payable in cash subject to the approval of the
Company's Senior Lender. This note is due on the earlier of January 7, 2003 or
repayment or refinancing of the Company's term note with the Senior Lender, and
bears interest at an annual rate of 5%, payable quarterly.
Equipment Financing. The Company is party to a master lease agreement with
SunTrust Leasing Corporation that has been used to provide equipment financing
for several of the Company's operating units. The Company is not in compliance
with certain financial covenants under the terms of the lease and has received
waivers for noncompliance through January 6, 2003. There can be no assurance
that the Company will be in compliance with such covenants subsequent to the
waiver period or will be successful in renegotiating the covenants.
Management believes that the combination of the effects of the financial
restructuring completed in September 2001, the anticipated refinancing of the
indebtedness to the Senior Lender on a long-term basis, cash generated from
ongoing operating activities, and the realization of recent reductions in
selling, general and administrative expenses will enable the Company to meet its
obligations as they come due in the foreseeable future. However, there can be no
assurance the Company will be able to replace its Senior Lender as anticipated
or extend the term note beyond January 2002, if that becomes necessary.
Recent Accounting Pronouncements
14
Recently the FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations. SFAS 143 establishes requirements for the accounting for removal
costs associated with asset retirements and is effective for fiscal years
beginning after June 15, 2002, with earlier adoption encouraged. The Company is
currently assessing the impact of this standard on its consolidated financial
statements.
Critical Accounting Policies
The Company follows certain significant accounting policies when preparing its
consolidated financial statements. A complete summary of these policies is
included in Note 1 to the consolidated financial statements included in the
Company's Annual Report on Form 10-K for the year ending December 28, 2001, a
copy of which can be obtained from the Company upon request.
Certain of the policies require management to make significant and subjective
estimates which are sensitive to deviations of actual results from management's
assumptions. In particular, management makes estimates regarding the fair value
of the Company's reporting units in assessing potential impairment of goodwill.
In addition, the Company makes estimates regarding future undiscounted cash
flows from the future use of long-lived assets whenever events or changes in
circumstances indicate that the carrying amount of a long-lived asset may not be
recoverable.
In assessing impairment of goodwill, the Company uses estimates and assumptions
in estimating the fair value of its reporting units. Actual future results could
be different than the estimates and assumptions used. Events or circumstances
which might lead to an indication of impairment of goodwill would include, but
might not be limited to, future business volume, finished product prices and
operating costs or other events which could affect the performance of the
companies.
In assessing impairment of long-lived assets other than goodwill where there has
been a change in circumstances indicating that the carrying amount of a
long-lived asset may not be recoverable, the Company has estimated future
undiscounted net cash flows from use of the asset based on actual historical
results and expectations about future economic circumstances including future
business volume, finished product prices and operating costs. The estimate of
future net cash flows from use of the asset could change if actual prices and
costs differ due to industry conditions or other factors affecting the Company's
performance.
Quarterly Results and Seasonality
The Company's business is somewhat seasonal, with its greatest quarterly sales
volume historically occurring in the fourth quarter. There are decreases in
availability of product during periods of transition from one growing region to
the next. In any given quarter, an adverse development such as the
unavailability of high quality produce or harsh weather conditions could have a
disproportionate impact on the Company's results of operations for the full
year.
Inflation
Although the Company cannot determine the precise effects of inflation,
management does not believe inflation has had a material effect on its sales or
results of operations. However, independent of normal inflationary pressures,
the Company's products are subject to fluctuating prices which result from
factors discussed above in the section titled "Quarterly Results and
Seasonality".
Forward-Looking Statements
Certain information in this Quarterly Report on Form 10-Q may contain
"forward-looking statements" within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended. All statements
15
other than statements of historical fact are "forward-looking statements" for
purposes of these provisions, including any projections of earnings, revenues or
other financial items, any statements of the plans and objectives of management
for future operations or financing, any statements concerning proposed new
products or services, any statements regarding future economic conditions or
performance, and any statement of assumptions underlying any of the foregoing.
Although the Company believes that the expectations reflected in its
forward-looking statements are reasonable, it can give no assurance that such
expectations or any of its forward-looking statements will prove to be correct,
and actual results could differ materially from those projected or assumed in
the Company's forward-looking statements. Statements regarding the Company's
future financial condition and results, as well as any forward-looking
statements, are subject to inherent risks and uncertainties, including, without
limitation, adverse weather conditions, a decrease in sales in the fresh produce
industry due to the threat of bio-terrorism, continued loss of key sales
personnel, general economic and market conditions, the availability and cost of
borrowed funds and limitations arising from the Company's indebtedness, the
ability to refinance its existing bank debt and raise additional capital,
government regulation, and seasonality.
Additional information concerning these and other risk factors is contained in
the Company's Annual Report on Form 10-K for the fiscal year ended December 28,
2001, a copy of which may be obtained from the Company upon request.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk. As of March 29, 2002 our senior secured debt accrued
interest at a market rate at the time of borrowing plus an applicable margin on
certain borrowings. The interest rate is based on the lending bank's prime rate
plus 4%. The impact on the Company's results of operations of a one-percentage
point interest rate change on the outstanding balance of the variable rate debt
as of March 29, 2002 would be $10,000.
Commodity Pricing Risk. For reasons discussed previously, prices of high quality
produce can be extremely volatile. In order to reduce the impact of these
factors, we generally set our prices based on current delivered cost.
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company has been a party to ordinary routine litigation incidental to
various aspects of its operations. Management is currently not aware of any
litigation that is expected to have a material adverse impact on the Company's
consolidated financial condition or the results of operations.
Item 2. Changes in Securities and Use of Proceeds
Not applicable.
Item 3. Defaults upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Item 5. Other Information
16
Not applicable
Item 6. Exhibits and Reports on 8-K.
(a) Exhibits
Exhibit
Number Description
_______ ___________
3.1 Restated Articles of Incorporation of Fresh America Corp. (Incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1 [Commission File Number 33-77620]).
3.2 Restated Bylaws of Fresh America Corp. (Incorporated by reference to Exhibit 3.2 to the Company's Form 10-Q
for the quarterly period ended September 28, 2001).
4.1 Specimen of Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-1 [Commission File Number 33-77620]).
4.2 Statement of Designation for Series D Cumulative Redeemable Preferred Stock (Incorporated by reference to Exhibit 4.1
to the Company's Form 8-K filed with the Securities and Exchange Commission on September 20, 2001).
12.1 Statement regarding computation of per share earnings (Incorporated by reference to Note 1 to the Financial
Statements included herein).
(b) Reports on Form 8-K
Not applicable.
17
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
FRESH AMERICA CORP.
(Registrant)
/S/ Cheryl A. Taylor Date: May 10, 2002
---------------------------------------------
Cheryl A. Taylor
Executive Vice President and Chief Financial Officer
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