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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-K
ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 6, 1999
COMMISSION FILE NUMBER -- 0-7277
FRESH FOODS, INC.
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-0945643
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
361 SECOND STREET, NW, HICKORY, NORTH CAROLINA 28601
TELEPHONE: (828) 304-0027
(Address of principal executive offices)
Securities registered pursuant to Section 12(g) of the Securities Exchange Act
of 1934:
COMMON STOCK, PAR VALUE $1.00 PER SHARE
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 twelve months (or for such shorter period that the
registrant was required to file such report(s), 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 Regulations S-K is not contained herein and will not be contained, to the
best of the 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. [ ]
The number of shares of Fresh Foods, Inc. Common Stock outstanding as of
May 3, 1999 was 5,809,199. The aggregate market value of Fresh Foods, Inc.
Common Stock held by nonaffiliates of Fresh Foods, Inc. as of May 3, 1999 was
$21,556,318.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates certain information by reference from the
Registrant's definitive proxy statement to be filed with respect to its Annual
Meeting of Shareholders to be held on July 22, 1999.
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TABLE OF CONTENTS
ITEM NUMBER PAGE
----------- ----
PART I
Item 1. Business........................................... 1
Overview.................................................. 1
Business Segments......................................... 2
Food Processing Operations................................ 2
Restaurant Operations..................................... 8
Ham Curing Operations..................................... 12
Trademarks and Licensing.................................. 12
Competition............................................... 12
Government Regulation..................................... 13
Employees................................................. 13
Item 2. Properties......................................... 13
Item 3. Legal Proceedings.................................. 14
Item 4. Submission of Matters to a Vote of Security
Holders................................................... 14
Item 4A. Executive Officers of the Registrant.............. 14
PART II
Item 5. Market for the Registrant's Common Stock and
Related Security Holder Matters........................... 15
Item 6. Selected Financial Data............................ 16
Item 7. Management's Discussion and Analysis of Financial
Condition and
Results of Operations............................. 16
Results of Operations..................................... 17
Liquidity and Capital Resources........................... 20
Inflation................................................. 21
Seasonality............................................... 21
"Year 2000" Issues........................................ 21
New Accounting Pronouncements............................. 22
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk............................................... 22
Item 8. Financial Statements and Supplementary Data........ 23
Item 9. Changes in and Disagreements with Accountants on
Accounting and
Financial Disclosure.............................. 23
PART III
Item 10. Directors and Executive Officers of the
Registrant................................................ 23
Item 11. Executive Compensation............................ 23
Item 12. Security Ownership of Certain Beneficial Owners
and Management............................................ 23
Item 13. Certain Relationships and Related Transactions.... 23
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K....................................... 24
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PART I
ITEM 1. BUSINESS
OVERVIEW
Fresh Foods, Inc. (the "Company" or "Fresh Foods") is a leading vertically
integrated producer and marketer of fully-cooked branded and private label
protein and bakery products and microwaveable sandwiches for the domestic
foodservice market. The Company sells its high-quality, value-added products
through various distribution channels under the Pierre(TM), Fast Choice(R), Fast
Bites(TM) and Mom 'n' Pop's(R) brand names, which are widely recognized in the
food industry. In addition to its food processing business, the Company owns and
operates 67, and franchises an additional 36, restaurants operating under the
Sagebrush, Western Steer, Prime Sirloin and Bennett's concepts. In its fiscal
year ended March 6, 1999, the Company had revenues of $258.3 million.
The Company's predecessor was founded in 1966 to own and operate
restaurants, initially under the Mom 'n' Pop's Ham House concept and later under
the Western Steer family steakhouse and other concepts. The Company acquired
Sagebrush, Inc. in a stock for stock transaction accounted for as a pooling of
interests in January 1998 as a vehicle for market penetration and unit growth of
its restaurant business. Since the acquisition, the Company has added 16
Sagebrush restaurants, consisting of nine conversions of the Company's
buffet-style restaurants, three conversions of restaurants operated by
franchisees, one conversion of a restaurant owned by another chain and three new
restaurants. The Company's food processing business was originally developed to
support its restaurants, but has grown independently to become its principal
business. In recognition of this fact, in May 1998, the Company, then known as
"WSMP, Inc.," changed its name to "Fresh Foods, Inc." In June 1998, Fresh Foods
consummated the purchase of substantially all of the business in Cincinnati,
Ohio, and a portion of the business in Caryville, Tennessee (collectively,
"Pierre"), conducted by the Pierre Foods Division of Hudson Foods, Inc.
("Hudson"), a subsidiary of Tyson Foods, Inc. ("Tyson"). The acquisition has
been accounted for as a purchase in accordance with Accounting Principles Board
Opinion No. 16. Pierre is a value-added food processor selling principally to
the foodservice market. In September 1998 the Company implemented a tax-exempt
reorganization of its corporate structure in order to streamline corporate
governance, improve corporate efficiencies and synergies, improve asset
allocation and accomplish other corporate objectives. The reorganization
established Fresh Foods, Inc. as a holding company, consolidated 32 subsidiaries
into 12 subsidiaries and separated the Company's food processing and restaurant
businesses.
Pursuant to the acquisition of Pierre, the Company is a leading
manufacturer of fully-cooked branded and private label protein and bakery
products and is, to management's knowledge, the only integrated producer of
microwaveable sandwiches. At its Cincinnati facility, the Company produces
specialty beef, poultry and pork products that provide superior quality and are
typically custom-developed to meet specific customer requirements. The Company
adds further value for its customers by offering comprehensive food solutions,
including proprietary product development, special ingredients and recipes as
well as custom packaging programs. The Company's bakery and sandwich assembly
plant is located at the Company's Claremont facility. The Company sells
primarily to the foodservice market, focusing on premium market niches, where it
offers customers the ability to outsource critical product development and food
processing functions, resulting in reduced labor costs, improved product quality
and consistency, improved portion control and waste reduction and greater
product safety.
The Company's restaurant operations are located primarily in smaller cities
and suburban areas in the southeastern United States, a market niche where the
primary competitors are economy steakhouses. At May 3, 1999, the Company owned
and operated 49 Sagebrush steakhouse restaurants, which provide moderately
priced, full-service, casual dining in an entertaining, family-oriented
atmosphere. The Company owned and operated an additional 18 restaurants
utilizing the Western Steer, Prime Sirloin and Bennett's concepts.
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The Company has engaged Bowles Hollowell Conner & Co., a division of First
Union Capital Markets Corp., to pursue strategic alternatives to enhance the
market price of the Company's common stock. See Item 5 of this Report for recent
market price information.
Certain statements made in this Report are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve risks and uncertainties that may cause actual
results to differ materially from expected results. As detailed in Exhibit 99.1
to this Report, with respect to the Company these risks and uncertainties
include: substantial leverage; restrictions imposed by the Company's debt
instruments; management control; competition; government regulation; general
risks of the food industry; adverse changes in food costs and availability of
supplies; dependence on key personnel; and "Year 2000" issues. This list of
risks and uncertainties is not exhaustive. Also, new risk factors emerge over
time. Investors should not place undue reliance on the predictive value of
forward-looking statements.
In this Report, unless the context otherwise requires, the term "Company"
refers to Fresh Foods, Inc. and its subsidiaries. The Company's fiscal year
ended February 28, 1997 is referred to as "fiscal 1997"; its fiscal year ended
February 27, 1998 is referred to as "fiscal 1998"; and its fiscal year ended
March 6, 1999 is referred to as "fiscal 1999."
BUSINESS SEGMENTS
The Company operates in three business segments: food processing
operations, restaurant operations and ham curing operations. Information as to
revenue, operating profit, identifiable assets, depreciation and amortization
expense and capital expenditures for each of the Company's business segments for
fiscal 1999 is contained herein by reference to Item 8, "Financial Statements
and Supplementary Data," incorporating the information under the caption "Major
Business Segments" in Note 14 to the Company's consolidated financial
statements.
REVENUES BY SOURCE
FISCAL 1999 FISCAL 1998 FISCAL 1997
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REVENUES % REVENUES % REVENUES %
------------- ---- ------------- ---- ------------- ----
(IN MILLIONS) (IN MILLIONS) (IN MILLIONS)
Food Processing........................... $149.8 58.0 $56.4 35.8 $48.2 37.2
Fully-Cooked Protein Products........... 89.9 34.8 0 0 0 0
Microwaveable Sandwiches................ 52.4 20.3 45.2 28.7 41.7 32.2
Bakery and Other Products............... 7.5 2.9 11.2 7.1 6.5 5.0
Restaurants............................... 101.4 39.3 91.3 58.0 70.9 54.7
Ham Curing................................ 7.1 2.7 9.9 6.2 10.4 8.1
FOOD PROCESSING OPERATIONS
Overview
The Company is a leading manufacturer of fully-cooked branded and private
label protein and bakery products and is, to management's knowledge, the only
integrated producer of microwaveable sandwiches. The Company provides specialty
beef, poultry, and pork products formed and portioned to meet specific customer
requirements. The Company sells primarily to the foodservice market, offering
its customers the ability to outsource critical product development and food
processing functions, resulting in reduced labor costs, improved product quality
and consistency, improved portion control and waste reduction and greater
product safety. Within the foodservice industry, the Company identifies niche
markets that place premiums on the Company's differentiated products and
value-added services. The Company's primary markets include leading national
restaurant chains, primary and secondary schools, vending, convenience stores
and other niche foodservice markets. In addition, the Company sells fully-cooked
protein and bakery products and microwaveable sandwiches to warehouse clubs and
other non-foodservice markets.
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The Company purchased Pierre from Tyson in June 1998 and the acquired
business was subsequently combined with the Company's sandwich assembly
operation. While Pierre has always been one of the largest providers of
differentiated meat products in the United States, since the acquisition
management has been able to increase sales and earnings as a result of a renewed
focus on new customer and market development, the shift in product mix to
higher-margin core products, improvements in plant efficiencies, the integration
of the Cincinnati and Claremont facilities and the implementation of
profitability initiatives, including reduction of overhead.
According to industry sources, the domestic market for frozen, fully-cooked
protein products is growing rapidly. A number of factors are driving the growth,
including: (i) increased outsourcing by foodservice providers in order to
maximize food safety, reduce costs and ensure product consistency; (ii)
increased consumer demand for convenience products such as fully-cooked products
and convenience sandwiches; and (iii) rising public concern over food safety and
increased government regulation in the food processing industry. The Company is
well-positioned to capitalize on these trends as a leading supplier of a wide
array of differentiated, fully-cooked protein products and convenience
sandwiches to a variety of distribution channels and a fully-compliant,
top-quality manufacturer.
The food processing industry is subject to increasing federal, state and
local government regulation. In particular, the Hazard Analysis and Critical
Control Points ("HACCP") standards of the United States Department of
Agriculture (the "USDA"), requiring the implementation of a seven-step system
for preventing hazards that could cause food-borne illnesses, will go into
effect on January 25, 2000 for all food manufacturers with over ten employees
and $2.5 million in sales. The HACCP system governing the preparation and
production of food has made it more difficult for foodservice and smaller food
processing companies to prepare their own food products. As a fully-compliant
HACCP manufacturer and a leading producer of value-added protein products, the
Company is well positioned to capitalize on the implementation of the HACCP
standards.
Food Products
The Company produces a wide variety of fully-cooked differentiated protein
products, hand-held convenience sandwiches and value-added bakery products.
These products provide superior quality and are typically custom-developed to
meet specific customer requirements. The Company adds value for its customers by
offering comprehensive food solutions, including proprietary product
development, special ingredients and recipes as well as custom packaging
programs. The Company's current product line consists of over 1,000 stock
keeping units ("SKUs"). In fiscal 1999, the Company's revenues from food
processing operations totaled approximately $149.8 million, accounting for 58.0%
of the Company's revenues.
The Company purchases raw poultry, raw beef, seasonings, raw pork and soy,
which it processes into a broad range of fully-cooked food products at its
Cincinnati facility. The fully-cooked portions are immediately frozen and either
packaged for sale or shipped to the Company's Claremont facility to be combined
with the Company's specialty bread products to form sandwiches. The Company also
purchases bakery ingredients, which are blended, using technologically-advanced
equipment and the Company's proprietary recipes, and baked into yeast rolls and
biscuits at its Claremont facility. The bakery products are then either sold or
combined with meat and other fillings to create sandwiches. The Company's food
products are sold to foodservice customers such as restaurant chains,
convenience stores, schools and other niche food service markets or through
various other distribution channels, including warehouse clubs and other
non-foodservice markets.
The Company's longstanding customer relationships, reputation for
high-quality products, proprietary recipes and national presence enable it to
compete effectively in the markets that it serves. The Company has developed
customized meat and bread recipes that are specifically designed to maintain
flavor and texture under specialized applications, such as microwave oven
conditions, resulting in higher-quality meals and greater customer satisfaction.
The Company's product development team works closely with customers to develop
new products for specific customer applications. By working closely with its
customers during the product development stage, the Company has become an
integral component of their operations, as evidenced
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by the fact that the Company has sold to its fifteen largest customers for an
average of more than ten years. In fiscal 1999, however, no one customer
accounted for more than 3.0% of the Company's revenues.
Each of the Company's food products is well-known in the marketplace for
quality, consistency and food safety. This reputation has created strong
customer loyalty as these attributes are several of the most important
purchasing criteria within the markets for fully-cooked protein and bakery
products. Additionally, the Company's fully-cooked products reduce costs
associated with labor, waste, preparation, storage and administration and
provide a high level of convenience to end users.
The following table summarizes the Company's food product lines:
PRODUCT DESCRIPTION
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FULLY-COOKED PROTEIN
PRODUCTS:
Flame-Broiled Chicken
Patties Line of charbroiled, portion controlled, seasoned
chicken products in a variety of innovative shapes,
with and without sauce
Burger Patties Full line of charbroiled, homestyle-shaped burgers in a
variety of sizes and shapes
Breaded Patties A line of fully-cooked beef, pork and chicken products
designed to be baked or microwaved. Innovative
breadings, seasonings and shapes offer points of
differentiation
Rib-B-Q(R) Patties Variety of shapes and sizes of charbroiled rib-shaped
products with an exclusive blend of barbecue
seasonings, with and without barbecue sauce on top
Seasoned Patties Authentic seasoned charbroiled beef and pork products
with and without sauce, including meatloaf, salisbury
and pizza patties
Military Kits A line of packaged meals using branded components,
including Pierre(TM)-branded sliced meat or formed
meat sandwiches
MICROWAVEABLE SANDWICHES:
Pierre(TM) Sandwiches Premium-quality jumbo sandwiches in a wide variety and
with eye-catching graphics on packaging
Fast Choice(R) Sandwiches Mid-priced, broad line of sandwiches, both
microwaveable and deli sandwiches, with dynamic
packaging
Licensed Sandwiches Restaurant-branded product line offering the customer
restaurant-quality meats and breads at a premium
price
Warehouse Club Packs Variety of microwaveable sandwiches in six- and
eight-packs
Non-Foodservice Markets Mom 'n' Pop's(R) biscuit sandwiches and co-packed
retail sandwiches
BAKERY AND OTHER PRODUCTS: Fully-baked, homestyle, microwaveable buns, biscuits,
breadsticks and dumplings
Fully-Cooked Protein Products. Fully-cooked protein products represent the
Company's largest food product category. Within this category, the Company
manufactures flame-broiled and breaded patties and nuggets utilizing beef,
poultry and pork. The Company's protein products are sold in a variety of
package sizes and customized packaging options and into a wide variety of
distribution channels including restaurants and other niche foodservice, schools
and warehouse clubs.
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Microwaveable Sandwiches. Microwaveable sandwiches are the Company's
second largest food product category. Within this category, the Company produces
a variety of beef, chicken and pork sandwiches sold under the Company's
Pierre(TM) and Fast Choice(R) brand names and under widely-recognized, licensed
brand names, including Checkers, Rally's and Nathan's Famous. The Company
introduced Fast Bites(TM) sandwiches in February 1999 to round out its product
offerings in the vending markets by creating a product priced below $1.25. The
Company's sandwich products are sold to vending and convenience store operators,
warehouse clubs, retail grocery stores and schools throughout the United States.
Bakery and Other Products. Bakery and other products are currently the
Company's smallest food product category. The Company produces a variety of
differentiated bakery products, including flavored biscuits, buns, breadsticks
and other specialty baked products. The Company's bakery products are primarily
sold to restaurant chains.
Quality Control
The Company views quality control as a critical part of its total
production process. The Company maintains rigid health, food safety and quality
control standards, enabling it to meet the requirements of customers, the USDA
and the Food and Drug Administration (the "FDA"). The Company's quality control
personnel are dedicated to the maintenance of the Company's quality standards
and compliance with HACCP and other government regulations in the Company's food
processing plants and products. These employees perform both periodic and random
inspections of production lines, machinery and product. The Company has
well-defined procedures to ensure that all food is processed uniformly and
within federal guidelines and product specifications. All of the Company's
protein products are cooked for times and at temperatures sufficient to ensure
food safety and meet USDA requirements. Fully cooking the products destroys
bacteria. Once cooked, these products are immediately frozen to lock in flavor
and ensure a consistent quality product. The products remain frozen throughout
the assembly and shipping process, further ensuring product safety. The
Company's facilities are in full compliance with HACCP standards, and its
Cincinnati facility has held the USDA's "Total Quality Control" seal since 1986.
Food Processing Customer Channels
The Company sells fully-cooked protein and bakery products and
microwaveable sandwiches primarily to the foodservice market. The Company offers
its customers the ability to outsource critical product development and food
processing functions, resulting in reduced labor costs, improved product quality
and consistency, improved portion control and waste reduction and greater
product safety. Within the foodservice industry, the Company identifies niche
markets that place premiums on the Company's differentiated products and
value-added services. In fiscal 1999, the Company served restaurant chains,
school systems, vending, convenience stores and other niche foodservice markets.
In addition, the Company sells fully-cooked protein and bakery products and
microwaveable sandwiches to warehouse clubs and other non-foodservice markets.
The Company believes that it benefits from attractive growth trends in each of
its markets driven by the increased demand for product quality, safety, new
products and programs and convenience.
Restaurant Chains and Other Niche Foodservice. The Company supplies
foodservice products to restaurant chains and other foodservice customers
through a national network of more than 50 food brokers and 800 foodservice
distributors. The Company has strong relationships with major restaurant chains
and leading national foodservice distributors. The largest domestic foodservice
distributor purchases the Company's products for distribution through 67 of its
locations. The Company also provides protein and bakery components for use in
other processors' food programs. The Company sells fully-cooked protein
products, sandwiches and sandwich components to branded food companies,
commissaries and sandwich assemblers that package the products with their
respective labels.
School Systems. The Company is a leading producer of value-added food
products for school systems and currently supplies a variety of fully-cooked
protein products to 91 of the 100 largest, and more than 50% of all, public
primary and secondary school systems in the United States for use in cafeterias
and snack bars. The Company sells a full line of food products that meet the
customized needs of individual school systems. Sales
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to school systems are made through a network of over 800 foodservice
distributors. When selecting a food product supplier, school systems typically
put the contracts out for bid with exacting product specifications. The school
systems base their award decisions on the ability to meet the product
specifications, as well as price, taste, consistency and quality control
programs. The Company actively partners with school systems to develop
innovative and appealing menus, nutritional and marketing programs and custom
products.
The Company is one of the market leaders in the USDA Commodity Reprocessing
Program (the "USDA Program"). Under this federal program, the Company takes
USDA-donated beef and poultry and charges a fee for processing the meat into
value-added products such as cooked ground beef, charbroiled beef patties and
fully-cooked breaded chicken patties. The USDA Program has complex
administrative and regulatory requirements, which make it difficult for
potential competitors to enter the market. In addition, due to public health
concerns, many school systems will contract only with HACCP-compliant
processors, such as the Company, to supply fully-cooked protein products. Demand
for products under the USDA Program peaks in the spring and fall months. Since
these products are frozen, however, production can be scheduled throughout the
year to maximize plant utilization.
Vending. The Company sells microwaveable sandwich products to national and
regional vending machine operators, which typically purchase products through
distributors. The Company sells a full line of vended sandwiches under its
Pierre(TM), Fast Choice(R) and Fast Bites(TM) brand names and other nationally
recognized, licensed brands such as Checkers, Rally's and Nathan's Famous
through approximately 300 vending distributors. In addition, the Company has an
exclusive relationship to supply microwaveable sandwiches to one of the largest
vending operators in the United States.
Convenience Stores. The Company supplies a full array of sandwiches
through approximately 250 distributors and to over 40 convenience store chains
with over 3,000 locations across the United States. The Company sells its
sandwich products under the Pierre(TM), Fast Choice(R), Fast Bites(TM) and other
licensed brand names. Convenience stores generally target consumers looking for
value-added, high-quality sandwiches that can be prepared quickly and easily.
The Company provides certain convenience stores with in-store sandwich kiosks,
which include a microwave oven and condiment center, to increase visibility of
the full line of the Company's sandwich products.
Long-Term Healthcare Facilities. The Company has made substantial
investments in the development of the market to provide fully-cooked protein and
bakery products to long-term healthcare facilities. Over the last year, the
Company has: (i) received approval to market selected Company products to over
6,000 long-term healthcare facilities; (ii) developed a strong relationship with
one of the largest healthcare foodservice distributors in the United States; and
(iii) created a complete line of fully-cooked, microwaveable home-style entrees
and value-added menu planning and nutritional services targeted to healthcare
facilities.
Military. The Company recently entered the military segment of the
foodservice market to provide ready-to-eat meals and fully-cooked protein
products. The Company has received government approval to market 30 SKUs to all
branches of the military.
Warehouse Clubs. The Company packages its fully-cooked food products into
"club packs," which it sells directly to national warehouse clubs. These clubs
typically buy the Company's products in larger volumes of fewer SKUs, enabling
the Company to realize operating efficiencies.
Other Non-Foodservice Markets. The Company sells private label, co-packed
and branded food products to a variety of non-foodservice customers through a
regional network of brokers. The Company primarily: (i) co-packs protein and
bakery products for large, branded convenience meal programs; (ii) sells Mom 'n'
Pop's(R) branded sandwiches to grocery store chains in the southeastern United
States; and (iii) sells a variety of private label and branded convenience
sandwich products to a large, national grocery chain in the United States. The
Company has established and maintains longstanding relationships with several
major grocery chains in the southeastern United States.
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Food Product Sales and Marketing
Sales. The Company's team of 28 sales professionals, who became employees
of the Company in the Pierre acquisition, have significant experience in the
Company's markets for fully-cooked protein and bakery products and microwaveable
sandwiches. The sales department is organized predominantly by distribution
channel, enhancing the sales team's knowledge of its end markets, increasing
responsiveness, facilitating new product and market opportunities and
strengthening customer relationships. The Company's sales force has an average
of ten years of experience in the food processing industry and is compensated
based upon revenues and profitability.
In addition to its direct sales force, the Company utilizes a nationwide
network of over 90 independent food brokers, all of whom are compensated solely
by payment of sales commissions. The Company believes these brokerage
relationships are a valuable corporate asset, providing significant new product
opportunities with existing customers and the opportunity to develop new
customer relationships. The brokers perform several significant functions for
the Company, including identifying and developing new business opportunities and
providing customer service and support to the Company's distributors and
customers. The Company has had relationships with many of its brokers for at
least ten years.
Marketing. The Company has assembled a team of six experienced
professionals in its marketing department. The Company's marketing department
drives the Company's research and development of new products and implements and
coordinates the yearly business plans. The product managers are dedicated to
specific distribution channels including foodservice, schools, vending and
convenience stores and warehouse clubs and other non-foodservice markets.
The Company has developed a reputation in the marketplace for quality,
product innovation, food safety, innovative merchandising material and
promotional programs and convenience. As a result, the Company has established
strong brand loyalty among its end users and substantial credibility among its
foodservice brokers and distributors. The Company's marketing strategy includes
distributor and consumer promotions, trade promotions, advertising and
participation in trade shows and exhibitions. The Company participates in
numerous conferences and is a member of 18 national industry organizations.
Company representatives serve on the boards of a number of industry
organizations, including the American Meat Institute, the American School Food
Service Association, the National Association of Convenience Stores and the
National Frozen Foods Association.
Supplies
The primary materials used by the Company in its food processing operations
include raw chicken, raw beef, bakery products, packaging, seasonings, raw pork
and soy. Proteins are generally purchased under seven-day payment terms.
Historically, raw material costs have remained stable and any price increases
have generally been passed on to the customer. In addition, the Company
opportunistically capitalizes on declining raw material prices by holding its
prices and thus widening its profit margins. The Company does not hedge in the
futures markets.
The Company purchases substantially all of its raw materials from outside
sources and constantly seeks to maximize its purchasing power through volume
purchasing. The Company does not depend on a single source for any significant
item, believes that its sources of supply for raw materials are adequate for its
present needs and does not anticipate any difficulty in acquiring such materials
in the future.
Product Development
Ongoing food production research and development activities include
development of new products, improvement of existing products and refinement of
food production processes. Subsequent to the acquisition of Pierre, the Company
spent $301,674 over the last nine months of fiscal 1999 on such activities.
These activities resulted in the launch of over 126 new SKUs in fiscal 1999.
Approximately 25% of fiscal 1999 food processing sales were related to products
developed in fiscal 1999.
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RESTAURANT OPERATIONS
The Company's restaurant operations are located primarily in smaller cities
and suburban areas in the southeastern United States, a market niche where the
primary competitors are economy steakhouses. At May 3, 1999, the Company owned
and operated 49 Sagebrush steakhouse restaurants, which provide moderately
priced, full-service, casual dining in an entertaining, family-oriented
atmosphere. The Company also owned and operated thirteen Western Steer and four
Prime Sirloin restaurants, which are more mature family steakhouses using the
"buffet and bakery" format, and one Bennett's barbecue-style restaurant. In
fiscal 1999, the Company's revenues from restaurant operations totaled
approximately $101.4 million, accounting for 39.3% of the Company's revenues.
Sagebrush restaurants are the only casual dining steakhouses in a majority of
the local markets in which they operate.
Restaurant Locations
The Company's restaurants have an average seating capacity of approximately
260 and occupy an average of 7,100 square feet. The following table sets forth
the location, opening date and concept of each of the Company's owned
restaurants at May 3, 1999:
LOCATION DATE OPENED CONCEPT
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North Carolina:
Albemarle**............................................... September 1998 Sagebrush
Arden..................................................... August 1994 Sagebrush
Asheboro*................................................. May 1998 Sagebrush
Boone..................................................... June 1992 Sagebrush
Brevard................................................... March 1994 Sagebrush
Canton*................................................... March 1999 Sagebrush
Clemmons.................................................. December 1993 Sagebrush
Denver.................................................... October 1997 Sagebrush
Dunn*..................................................... July 1998 Sagebrush
Elkin*.................................................... June 1998 Sagebrush
Graham*................................................... March 1998 Sagebrush
Hickory................................................... October 1990 Sagebrush
Hickory................................................... July 1992 Sagebrush
Kernersville.............................................. June 1995 Sagebrush
Lenoir.................................................... August 1997 Sagebrush
Lincolnton*............................................... September 1998 Sagebrush
Marion*................................................... December 1998 Sagebrush
Monroe.................................................... December 1994 Sagebrush
Morganton................................................. March 1993 Sagebrush
Mt. Airy.................................................. January 1997 Sagebrush
Reidsville**.............................................. August 1998 Sagebrush
Salisbury................................................. April 1997 Sagebrush
Sanford*.................................................. January 1998 Sagebrush
Stanleyville*............................................. April 1998 Sagebrush
Statesville............................................... October 1991 Sagebrush
Waynesville............................................... January 1994 Sagebrush
Wilkesboro................................................ September 1994 Sagebrush
Winston-Salem............................................. September 1993 Sagebrush
Winston-Salem*............................................ August 1998 Sagebrush
Charlotte................................................. January 1992 Prime Sirloin
Cornelius................................................. March 1992 Prime Sirloin
Matthews.................................................. June 1992 Prime Sirloin
Statesville............................................... May 1992 Prime Sirloin
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LOCATION DATE OPENED CONCEPT
- -------- -------------- -------------
Boone..................................................... June 1976 Western Steer
Elizabeth City............................................ September 1979 Western Steer
Hickory................................................... January 1984 Western Steer
Hudson.................................................... May 1984 Western Steer
Jefferson................................................. June 1985 Western Steer
Lenoir.................................................... April 1987 Western Steer
Lexington................................................. March 1978 Western Steer
Mocksville................................................ October 1985 Western Steer
Morganton................................................. November 1984 Western Steer
Mt. Airy.................................................. January 1984 Western Steer
Newton.................................................... January 1978 Western Steer
Yadkinville............................................... July 1985 Western Steer
Conover................................................... March 1990 Bennett's
South Carolina:
Aiken**................................................... April 1998 Sagebrush
Gaffney................................................... December 1995 Sagebrush
Greenwood................................................. November 1996 Sagebrush
Lexington................................................. December 1997 Sagebrush
Rock Hill................................................. December 1992 Sagebrush
Tennessee:
Alcoa..................................................... June 1996 Sagebrush
Gatlinburg................................................ April 1995 Sagebrush
Johnson City.............................................. March 1996 Sagebrush
Kingsport................................................. February 1993 Sagebrush
Knoxville................................................. February 1992 Sagebrush
Morristown................................................ September 1996 Sagebrush
Newport*.................................................. February 1998 Sagebrush
Oak Ridge................................................. November 1991 Sagebrush
Pigeon Forge.............................................. September 1991 Sagebrush
Sevierville............................................... May 1994 Sagebrush
Virginia:
Bristol*.................................................. October 1998 Sagebrush
Colonial Heights.......................................... October 1996 Sagebrush
Lynchburg................................................. July 1996 Sagebrush
Roanoke................................................... June 1997 Sagebrush
Wytheville*............................................... May 1998 Sagebrush
Galax..................................................... May 1980 Western Steer
- ---------------
* Converted to the Sagebrush concept since the acquisition of Sagebrush, Inc.
from the Company's buffet-style restaurants, restaurants operated by
franchisees, and restaurants owned by other chains.
** New Sagebrush, opened in fiscal 1999.
The Sagebrush Concept
The Company acquired Sagebrush, Inc. as a vehicle for market penetration
and unit growth, leveraging off the concept's broad appeal, high-quality meals
and emphasis on service. Sagebrush restaurants provide moderately-priced,
full-service casual dining in an entertaining, family-oriented atmosphere and
are located along major interstates in smaller markets, an under-served market
niche. Sagebrush has direct full-service, casual dining steakhouse competition
in only 19 of its 49 markets. In a typical market, Sagebrush experiences
competition from either other moderately-priced, casual dining restaurants or
economy steakhouses. Sage-
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brush differentiates itself from economy steakhouse competitors by its full
table service, attentive wait staff, full bar service, entertaining atmosphere,
distinctive decor and consistently high-quality meals.
Menu. The Sagebrush menu features high-quality aged steaks, prime rib,
chops, ribs, chicken and fish, along with hamburgers and chicken sandwiches. The
dinner menu includes steak entrees from specially-selected, USDA choice, aged
western beef, prepared using a special seasoning. In addition to the regular
menu items, each restaurant has a daily, specially-priced "Blue Plate Special"
at lunch, which is selected by its general manager and typically features fish,
chicken or pork chops. All steaks come with a choice of Texas fries, baked
potato or baked sweet potato, a fresh garden salad and bread. The menu also
includes specialty appetizers, desserts and full bar service where legally
permitted. New menu items are tested periodically in an effort to update and
adapt to changing customer preferences, the latest of which was introduced in
December 1998. Dinner entrees, which are also available at lunch, range in price
from $8.99 to $19.99, lunch entrees range in price from $4.49 to $6.29, and
appetizers are priced from $3.99 to $4.99. The average check per customer,
including beverages, is approximately $13.96 for dinner and $8.77 for lunch.
Menu prices are generally the same at each restaurant, except for those located
in resort areas, where seasonal factors require slightly higher prices. Sales of
alcoholic beverages account for approximately 8.0% of Sagebrush revenues and are
available at all but five locations which are situated in "dry" counties. Each
restaurant typically serves lunch to 150 to 250 customers each weekday and to
100 to 300 customers on Saturdays and Sundays. Each restaurant typically serves
dinner to 250 to 300 customers from Sunday through Thursday and to 700 to 900
customers on Friday and Saturday. Sagebrush restaurants do not serve breakfast.
Atmosphere and Decor. Sagebrush restaurants are decorated with wooden
booths and walls and a mixture of western memorabilia and other collectibles,
including license plates and signs from around the United States, photographs of
sports figures and movie stars and replicas of antique jukeboxes featuring
country music. Special effort is made to make families with children feel
welcome. Sagebrush introduced its new "Kids Corral" menu, which features
low-price, higher-margin items and includes branded items such as Lay's(R)
potato chips, Mott's(R) applesauce and Oreo(R) cookies. Sagebrush emphasizes
user-friendly, bite-size portions for kids and selects brand names parents can
recognize and trust. Additionally, Sagebrush places less emphasis on its bar
area and sales of alcohol as compared to most of its competitors, which helps to
foster the family atmosphere.
Facilities. All but two Sagebrush restaurants are located in freestanding
buildings, generally near an interstate highway or other main thoroughfare.
Because the Company has established most of its restaurants in existing
buildings that it remodeled into the Sagebrush concept, restaurant sizes vary
from approximately 5,000 to 9,500 square feet, with the tables in the dining
area seating from approximately 150 to 300 people. The bar area of a typical
restaurant generally has seating capacity for approximately 20 people. Most
Sagebrush restaurants also have a private banquet room seating from 25 to 50
people. Although the banquet facilities are often used for private parties, they
can also be used for general customer seating during peak dining hours.
Conversions. Since the acquisition of Sagebrush, Inc., the Company has
converted to the Sagebrush concept nine of its buffet-style restaurants, three
restaurants operated by franchisees and one restaurant owned by another chain.
The historical average cost per conversion is $660,000. A typical Sagebrush
generates 57% more revenue than a typical Western Steer restaurant. The Company
has extensive experience in converting restaurants to the Sagebrush format as 37
of the Company's 49 Sagebrush restaurants were originally converted from other
restaurant concepts.
The Western Steer Concept
The Western Steer concept originated in 1975 as a family-oriented
steakhouse restaurant, featuring a rustic, western-style design, steaks and
other entrees cooked to order. Beginning in 1992, the Company began an extensive
renovation program of this concept, which included adding an "all-you-can-eat"
buffet food bar and in-house bakery and changing the store appearance to
highlight the new format. Restaurants updated to the new format have been
renamed "Western Steer -- Steaks, Buffet & Bakery." For fiscal 1999, the average
ticket price at the 13 Company-owned Western Steer restaurants was $6.15.
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The Prime Sirloin Concept
In 1987, the Company acquired Prime Sirloin, Inc., a regional franchised
steakhouse chain then headquartered in Morristown, Tennessee. The Company
currently operates four units under the Prime Sirloin concept. As compared to
the Western Steer concept, this concept features greater seating capacity and a
broader offering of buffet items, resulting in a greater concentration of buffet
sales. For fiscal 1999, the average ticket price at Company-owned Prime Sirloin
restaurants was $6.25.
The Bennett's Concept
In 1990, the Company became a sub-franchiser of Bennett's Bar-B-Que, Inc.,
based in Denver, Colorado. As a sub-franchiser, the Company pays royalty fees to
the franchiser equal to 1.0% of revenues for each Bennett's restaurant owned or
sub-franchised by the Company. In 1994, the Company redesigned the Bennett's
concept into "Bennett's Smokehouse & Saloon," a Texas roadhouse concept merging
steaks and barbecue in a 186-seat casual dinner house.
Restaurant Franchising Program
At May 3, 1999, the Company franchised 29 Western Steer, five Prime Sirloin
and two Bennett's restaurants, all in accordance with standard franchise
agreements. The franchise agreements executed prior to 1990 cover a term of 20
years, renewable for an additional term of 20 years, while those executed after
1990 cover ten-year terms renewable for an additional term of ten years. Royalty
fees of 3.0% of the franchised restaurant's gross sales throughout the term of
the agreement are payable to the Company. All of the Company's franchise
agreements provide for an exclusive territory and include in-term and post-term
non-compete covenants. For fiscal 1999, revenues from the Company's restaurant
franchise operations were $1.3 million. No single franchisee or group of
franchisees under common control comprises a significant portion of the
Company's revenues. In fact, the largest franchisee contributes less than 0.1%
of the Company's revenues.
Ingredients and Purchasing
As part of its commitment to using fresh, high-quality ingredients, the
Company establishes rigid specifications for all of its meat and produce. The
Company's restaurant operations currently purchase approximately 90% of their
food products from one supplier. The Company believes that products of
comparable quality are available, or upon short notice can be made available,
from alternative suppliers.
Quality Assurance
The Company has adopted a number of measures to ensure strict compliance
with its restaurant operating standards and procedures. Senior management
monitors each restaurant by reviewing the weekly reports prepared by the general
managers and staff accountants and by making regular visits to and inspections
of each restaurant. Management also engages an independent service (the "mystery
shopper" program) to visit each of its restaurants periodically on an anonymous
basis and to submit reports to senior management focusing on factors, such as
food quality, wait service and cleanliness, and to summarize the overall dining
experience at each restaurant. Each restaurant manager's bonus compensation is
tied directly to these anonymous mystery shopper reports. In addition,
approximately 95% of the Company's restaurant managers are "serve safe"
certified, a cleanliness and safety certification that is highly regarded
throughout the industry.
Restaurant Marketing and Advertising
The Company utilizes billboard advertising for its restaurants located near
interstate highways. It also uses aggressive direct local marketing campaigns,
including school programs, hotel marketing and charitable and community events,
to promote restaurant traffic. The Company does not advertise its restaurants in
newspapers or by distributing coupons. Local advertising has been the
responsibility of individual restaurant general managers and is expensed on a
restaurant-by-restaurant basis.
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HAM CURING OPERATIONS
The Company currently produces cured hams and ham products for foodservice
and retail grocery customers. In fiscal 1999, the Company sold almost 6.1
million pounds of ham and had revenues from ham curing operations totaling
approximately $7.1 million, accounting for 2.7% of the Company's revenues. In
its 55,000-square-foot curing facility in Claremont, the atmospheric conditions
of traditional air curing of hams are simulated, resulting in a curing process
that fully cures fresh hams in approximately 80 days. The Company cured more
than 6.5 million pounds of ham during fiscal 1999. Raw hams are available from
numerous sources, although the Company relies upon one supplier for 90% of its
hams. The Company believes that loss of this supplier would not have a material
adverse effect upon the Company.
The Company produces whole cured hams, packaged cured ham slices,
pre-portioned ham for portion control customers and various "side meat"
products. A portion of ham production is sold directly to retail supermarkets
under the Mom 'n' Pop's(R) brand name, primarily in North Carolina, South
Carolina, Virginia, Tennessee, Alabama and Georgia. The remainder of production
is sold to institutional food distributors and restaurant chains. One
supermarket customer accounted for approximately 25% of cured ham sales during
fiscal 1999. Sales for the Company's ham curing operations are seasonal in
nature, with sales volume increases occurring during Thanksgiving, Christmas and
Easter holiday seasons.
TRADEMARKS AND LICENSING
Food Processing and Ham Curing
Pierre, the Company's food processing subsidiary, markets products under a
variety of brand names, including Pierre and Design(TM), Fast Bites(TM), Fast
Choice(R) and Rib-B-Q(R). The Company's subsidiaries also market products under
the Mom 'n' Pop's(R) mark. The Company regards these trademarks and service
marks as having significant value in marketing their food products. Pursuant to
licenses entered in fiscal 1998, Pierre began producing and marketing
microwaveable Checkers, Rally's and Nathan's Famous sandwiches through its
existing distribution channels in the summer of 1998. The term of each such
license is subject to renewal and satisfaction of sales volume requirements. The
Company's distribution rights for Rally's, Checkers and Nathan's Famous products
are nationwide.
Restaurants
Claremont Restaurant Group, LLC, the Company's restaurant subsidiary, owns
the service marks Sagebrush Steakhouse & Saloon(R), Prime Sirloin(R), Western
Steer(R) and Western Steer Family Steakhouse(R) and certain related design
marks, all of which are registered with the United States Patent and Trademark
Office. The Company regards these marks as having significant value and as being
an important factor in the marketing of the Company's various restaurant
concepts.
COMPETITION
Food Processing and Ham Curing
The food production business is highly competitive and is often affected by
changes in tastes and eating habits of the public, economic conditions affecting
spending habits and other demographic factors. In sales of meat products, the
Company faces strong price competition from a variety of large meat processing
concerns and from smaller local and regional operations, including Tyson,
Zartic, Inc. and Advance Food Company. In sales of biscuit and yeast roll
products, the Company competes with a number of large bakeries in various parts
of the country. The sandwich industry is extremely fragmented, with few large
direct competitors but low barriers to entry and indirect competition in the
form of numerous other products. The Company's competitors in the sandwich
industry include McLane Foods, Bridgford Foods Corp. and Jimmy Dean Foods.
Restaurants
The restaurant industry and the Company's restaurant business specifically
are intensely competitive with respect to concept, price, service, location and
food quality. While the Company believes that it competes for
12
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customers with a broad variety of other restaurants, there are particular
restaurant chains, including Longhorn Steakhouse, Lone Star Steakhouse & Saloon,
Outback Steakhouse and Logan's Road House, that have restaurant concepts very
similar to the Company's. The Company endeavors to compete with other
restaurants primarily on the basis of service, value, location and providing
high-quality meals in a casual, family-oriented atmosphere. The restaurant
business is often affected by changes in consumer tastes, national, regional or
local economic conditions, demographic trends, traffic patterns and the type,
number and location of competing restaurants.
GOVERNMENT REGULATION
The food production and restaurant industries are subject to extensive
federal, state and local government regulation.
The Company's food processing facilities and food products are subject to
frequent inspection by the USDA, FDA and other government authorities. In July
1996, the USDA issued strict new policies against contamination by food-borne
pathogens and established the HACCP system. The Company is in full compliance
with all FDA and USDA regulations, including HACCP standards.
The Company's operations are governed by laws and regulations relating to
workplace safety and worker health that, among other things, establish noise
standards and regulate the use of hazardous chemicals in the workplace. The
Company also is subject to numerous federal, state and local environmental laws.
Under applicable environmental laws, the Company may be responsible for
remediation of environmental conditions and may be subject to associated
liabilities relating to its facilities and the land on which its facilities are
or had been situated, regardless of whether the Company leases or owns the
facilities or land in question and regardless of whether such environmental
conditions were created by the Company or by a prior owner or tenant. The
Company does not believe that compliance with environmental laws will have a
material effect upon the capital expenditures, earnings or competitive position
of the Company and its subsidiaries.
The Company's operations are subject to licensing and regulation by a
number of state and local governmental authorities, which include alcoholic
beverage control, health, safety, sanitation, building and fire agencies.
Operating costs are affected by increases in costs of providing health care
benefits, the minimum hourly wage, unemployment tax rates, sales taxes and other
similar matters over which the Company has no control. The Company is subject to
laws governing relationships with employees, including minimum wage
requirements, overtime, working conditions and citizenship requirements.
EMPLOYEES
As of March 6, 1999, the Company employed approximately 4,900 persons
(approximately 2,400 full-time and 2,500 part-time). The Company has experienced
no work stoppage attributed to labor disputes and considers its employee
relations to be good.
ITEM 2. PROPERTIES
The Company believes that its facilities are generally in good condition
and that they are suitable for their current uses. The Company nevertheless
engages periodically in construction and other capital improvement projects
designed to expand and improve the efficiency of its facilities.
Principal Offices. The Company currently leases 6,000 square feet of
office space in Hickory, North Carolina for its principal executive offices. The
Company also owns and uses a 23,000 square foot building located on a 62-acre
tract in Claremont, North Carolina as the corporate office for Claremont
Restaurant Group, LLC.
Food Processing Plants. The Company produces its fully-cooked meat
products, packaged sandwiches and specialty bread products at facilities it owns
in Cincinnati, Ohio and Claremont, North Carolina. The Cincinnati facility
occupies buildings totaling approximately 200,000 square feet. The Claremont
facility occupies buildings totaling approximately 220,000 square feet.
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Restaurant Sites. The Company owns the property upon which 21 of its 67
restaurants are located, and it leases the remaining properties, generally under
long-term operating leases with renewal options.
Ham Curing Facility. The Company owns a 55,000 square foot curing facility
in Claremont.
Other Property. The Company owns various other parcels of property,
consisting of raw land and closed restaurant sites that are either vacant or are
leased to others. It also holds leasehold interests in various properties that
are either vacant or are subleased to others. None of these properties is of
material importance to the Company's operations.
ITEM 3. LEGAL PROCEEDINGS
Fresh Foods and its subsidiaries are parties in various lawsuits arising in
the ordinary course of business. In the opinion of management, any ultimate
liability with respect to these matters will not have a material adverse effect
on the Company's financial condition or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during the fourth
quarter of fiscal 1999.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
Officers are elected by the Company's Board of Directors and serve
indefinitely at the pleasure of the Board. The following table sets forth
certain information with respect to the executive officers of the Company at
March 6, 1999:
EXECUTIVE
OFFICER
NAME POSITION AGE SINCE
- ---- -------- --- ---------
Richard F. Howard.................. Chairman of the Board 49 1987
James C. Richardson, Jr. .......... Vice Chairman of the Board, Chief 49 1987
Executive Officer and Director
David R. Clark..................... President, Chief Operating Officer 42 1996
and Director
James E. Harris.................... Executive Vice President, Chief 36 1998
Financial Officer, Treasurer and
Secretary
L. Dent Miller..................... President, Claremont Restaurant 65 1998
Group, LLC, and Director of the
Company
Norbert E. Woodhams................ President, Pierre Foods, LLC, and 53 1998
Director of the Company
Mr. Howard became a director in 1987 and has served as Chairman of the
Board of Directors since 1993. Mr. Howard served as Executive Vice President of
the Company from 1989 to 1993 and as Chief Financial Officer and Treasurer from
1989 to 1994.
Mr. Richardson became a director in 1987. He is the Company's Chief
Executive Officer and Vice Chairman of its Board of Directors, positions he
assumed in 1993 and 1996, respectively. He has served the Company as an
executive officer since 1987, including Executive Vice President from 1989 to
1993 and President from 1993 to 1996.
Mr. Clark became a director of the Company in 1996. He is the Company's
President and Chief Operating Officer, positions he assumed in 1996. From 1994
to 1996, he served as Executive Vice President and Chief Operating Officer of
Bank of Granite, located in Granite Falls, North Carolina. Prior to joining Bank
of Granite, Mr. Clark worked for 13 years with BB&T, a commercial bank and trust
company. Mr. Clark
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served BB&T in various executive capacities, including President of BB&T of
South Carolina during 1993 and 1994.
Mr. Harris is the Company's Executive Vice President, Chief Financial
Officer, Treasurer and Secretary, positions he assumed in March 1998. From 1987
to 1998, Mr. Harris served in various executive capacities with The Shelton
Companies, Inc., a diversified investment group headquartered in Charlotte,
North Carolina. Prior to joining The Shelton Companies, Inc., Mr. Harris was a
Senior Accountant with Ernst & Young.
Mr. Miller became a director in 1998. He is the President of Claremont
Restaurant Group, LLC, the Company's restaurant subsidiary, having served as
President, Chief Executive Officer and director of Sagebrush, Inc. from 1990
until its merger with the Company in January 1998. Mr. Miller was a Fresh Foods
executive officer from 1984 to 1988 and a Fresh Foods director from 1987 to 1988
and had been in the restaurant business with the Company and its predecessors
since 1978.
Mr. Woodhams became a director in 1998. He is President of Pierre Foods,
LLC, the Company's food processing subsidiary, having served in this position
since the Company's acquisition of Pierre Foods in June 1998. Prior to the
acquisition of Pierre by Fresh Foods, he served as President of Hudson Specialty
Foods, a food processing division of Hudson, from 1994 to 1998. Upon the
acquisition of Hudson by Tyson in January 1998, Mr. Woodhams became President of
the Pierre Foods division. Prior to joining Hudson, Mr. Woodhams held the
position of Executive Group Vice President for the Pork and Beef Division of
Tyson from 1990 through 1994. He also served as President and Chief Executive
Officer for Henry House/Holly Farms, a value-added processor of pork products,
from 1987 to 1990.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS
The Company's common stock trades on the NASDAQ National Market tier of the
NASDAQ Stock Market under the symbol "FOOD" ("WSMP" prior to May 8, 1998). As of
May 3, 1999, the Company had approximately 1,135 shareholders based on the
number of holders of record.
The following table sets forth the quarterly high and low closing bid price
quotations for the Company's common stock on the NASDAQ Stock Market. These
quotations represent interdealer prices, without retail mark-up, mark-down or
commissions, and do not necessarily reflect actual transactions.
RANGE OF PRICES
-----------------
HIGH LOW
------- -------
Fiscal year ended February 27, 1998:
First quarter............................................. $12.750 $ 9.000
Second Quarter............................................ 15.750 11.875
Third Quarter............................................. 24.500 12.500
Fourth Quarter............................................ 29.000 16.000
Fiscal year ended March 6, 1999:
First quarter............................................. 23.750 17.250
Second Quarter............................................ 17.875 8.750
Third Quarter............................................. 9.500 7.000
Fourth Quarter............................................ 8.375 4.250
The closing price on May 3, 1999 was $5.6875.
The Company has not declared a cash dividend during either fiscal 1998 or
fiscal 1999. The Company's debt instruments restrict its ability to pay
dividends. Regardless of the scope of such restrictions, the Company's policy is
to reinvest all earnings rather than pay dividends.
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The Company has engaged Bowles Hollowell Conner & Co., a division of First
Union Capital Markets Corp., to pursue strategic alternatives to enhance the
market price of the Company's common stock.
ITEM 6. SELECTED FINANCIAL DATA
The following selected historical financial information has been derived
from audited consolidated financial statements of the Company. Such financial
information should be read in conjunction with the consolidated financial
statements of the Company, the notes thereto and the other financial information
contained elsewhere herein. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and Fresh Foods' consolidated
financial statements.
FISCAL YEAR ENDED
----------------------------------------------------
MARCH 6, FEB. 27, FEB. 28, FEB. 23, FEB. 24,
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
STATEMENT OF OPERATIONS DATA:
Revenues.................................. $258,282 $157,507 $129,482 $113,179 $122,329
Cost of goods sold........................ 137,964 92,113 79,000 69,290 76,745
Restaurant operating expenses............. 47,679 41,340 31,058 27,191 26,744
Selling, general and administrative....... 46,737 14,049 10,414 9,957 9,810
Depreciation and amortization............. 8,216 5,004 3,600 3,476 3,405
-------- -------- -------- -------- --------
Operating income.......................... 17,686 5,001 5,410 3,265 5,625
Interest expense, net..................... 12,401 1,762 1,868 2,163 2,068
Other income (expense), net............... (1,077) 739 493 (231) 1,052
Income tax provision (benefit)............ 1,713 1,728 2,010 (1,139) 575
-------- -------- -------- -------- --------
Earnings before extraordinary item........ 2,495 2,250 2,025 2,010 4,034
Extraordinary item(1)..................... (64) 415
-------- -------- -------- -------- --------
Net earnings.............................. $ 2,431 $ 2,250 $ 2,440 $ 2,010 $ 4,034
======== ======== ======== ======== ========
EARNINGS PER SHARE BEFORE EXTRAORDINARY
ITEM:
Basic..................................... $ 0.42 $ 0.40 $ 0.40 $ 0.42 $ --
Diluted................................... 0.41 0.37 0.37 0.41 --
OTHER DATA:
Capital expenditures...................... $ 15,465 $ 12,592 $ 9,702 $ 3,970 $ 3,674
BALANCE SHEET DATA:
Working capital (deficit)................. $ 27,832 $ (497) $ 2,114 $ 1,724 $ (329)
Total assets.............................. 216,989 71,656 59,571 51,994 55,502
Total debt................................ 146,940 20,918 18,208 21,109 25,898
Shareholders' equity...................... 41,152 39,227 31,348 22,328 19,339
- ---------------
(1) Reflects an extraordinary loss from early extinguishment of debt in the
amount of $64,335 in fiscal 1999 and an extraordinary gain from early
extinguishment of debt in the amount of $414,784 in fiscal 1997.
(2) See Note 12 to the Company's consolidated financial statements for an
explanation of the calculation of net income per share. The Company
historically has paid no dividends.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Certain statements made in this Report are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve risks and uncertainties that may cause actual
results to differ materially from expected results. As detailed in Exhibit 99.1
to this Report, with respect to the Company these risks and uncertainties
include: substantial leverage; restrictions imposed by the Company's debt
instruments; management control; competition; government regulation; general
risks of the food industry; adverse changes in food costs and availability of
supplies; dependence on key personnel; and "Year 2000" issues. This list of
risks and uncertainties is not exhaustive. Also, new risk factors
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emerge over time. Investors should not place undue reliance on the predictive
value of forward-looking statements.
RESULTS OF OPERATIONS
The Company's operations are classified into three business segments: food
processing operations, principally fully-cooked protein and sandwich production;
restaurant operations, comprised of the Sagebrush, Western Steer, Prime Sirloin
and Bennett's concepts; and ham curing operations.
As a part of the Pierre acquisition, the Company changed its interim fiscal
periods to conform with the standard food processing industry interim periods.
In line with this, each quarter of the 52 week fiscal year will contain 13 weeks
except for the infrequent fiscal years with 53 weeks. In order to adopt this
interim calendar, the Company's existing operations contain 53 weeks in the
fiscal year ended March 6, 1999. This additional week of activity did not have a
material impact on any reported line item on the consolidated statements of
earnings when compared with the prior year's results.
Results for fiscal 1997, fiscal 1998 and fiscal 1999 for each segment are
shown below:
FISCAL YEAR ENDED
--------------------------------------
MARCH 6, FEBRUARY 27, FEBRUARY 28,
1999 1998 1997
-------- ------------ ------------
(IN MILLIONS)
Revenues:
Food processing operations.......................... $149.8 $56.4 $ 48.2
Restaurant operations............................... 101.4 91.3 70.9
Ham curing.......................................... 7.1 9.8 10.4
------ ----- ------
Total....................................... 258.3 157.5 129.5
------ ----- ------
Cost of goods sold:
Food processing operations.......................... 95.2 50.5 44.0
Restaurant operations............................... 36.6 33.0 25.2
Ham curing.......................................... 6.2 8.6 9.8
------ ----- ------
Total....................................... 138.0 92.1 79.0
------ ----- ------
Restaurant operating expenses......................... 47.7 41.3 31.1
Selling, general and administrative................... 46.7 14.1 10.4
Depreciation and amortization......................... 8.2 5.0 3.6
------ ----- ------
Operating income...................................... 17.7 5.0 5.4
Other expense, net.................................... (13.5) (1.0) (1.4)
------ ----- ------
Earnings before income taxes and extraordinary
items............................................... 4.2 4.0 4.0
Provision for income taxes............................ 1.7 1.7 2.0
------ ----- ------
Earnings before extraordinary items................... 2.5 2.3 2.0
Extraordinary items................................... (.1) 0.4
------ ----- ------
Net earnings.......................................... $ 2.4 $ 2.3 $ 2.4
====== ===== ======
Fiscal 1999 Compared to Fiscal 1998
Revenues. Revenues increased by $100.8 million, or 64.0%, due to a $93.4
million (165.6%) increase in the food processing segment and a $10.1 million
(11.2%) increase in the restaurant segment, which were partially offset by a
$2.7 million (27.6%) decrease in the ham curing segment. The increase in food
processing revenues was due to the acquisition of Pierre on June 9, 1998. The
increase in restaurant revenues was due to the opening of three new Sagebrush
restaurants, conversions of seven of the Company's existing buffet restaurants
to the Sagebrush concept, conversions of two of the Company's franchisees to
Company-owned Sagebrush restaurants and the conversion of one unaffiliated
restaurant to the Sagebrush concept. The decrease in ham curing revenues was due
to the loss of one large customer during fiscal 1999.
17
20
Cost of goods sold. Cost of goods sold increased by $45.9 million, or
49.8%, due to increases in such cost in the food processing and restaurant
segments, offset slightly by a decrease in such costs in the ham curing segment.
Cost of goods sold in the food processing segment increased by $44.7 million
(88.5%) due to the acquisition of Pierre in June 1998. As a percentage of food
processing revenues, cost of goods sold in the food processing segment decreased
from 89.6% to 63.6%. The decrease was due to the Company's acquisition of
Pierre, which historically had a higher gross margin percentage than the
existing Company food processing operations due to Pierre's position as a leader
in the fully cooked food market. Cost of goods sold in the restaurant segment
increased by $3.6 million (10.9%) due to the opening of thirteen additional
Sagebrush restaurants. As a percentage of restaurant revenues, cost of goods
sold decreased from 36.1% to 36.0% due to efficiencies realized in purchasing,
distribution and inventory management, offset slightly by an increase in the
costs of beef, chicken and dairy products. Cost of goods sold in the ham curing
segment decreased $2.4 million (27.8%) due to lower production volume.
Restaurant operating expenses. Restaurant operating expenses increased by
$6.3 million (15.5%), primarily as a result of two factors: (1) the operation of
additional restaurants in fiscal 1999; and (2) costs associated with the
integration of Sagebrush operations into Fresh Foods' restaurant segment. In
addition to the opening of thirteen new restaurants during fiscal 1999, the
Company operated seven restaurants for all of fiscal 1999 which were opened at
various times during fiscal 1998 and therefore were not open during all of
fiscal 1998. As a percentage of restaurant revenues, restaurant operating
expenses increased from 45.2% to 47.0% due primarily to the restaurant opening
costs associated with the opening of thirteen new restaurants in fiscal 1999 as
compared to the opening of seven new restaurants in fiscal 1998, increased
emphasis on training and supervision throughout all restaurant concepts and
costs associated with the integration of Sagebrush operations into Fresh Foods'
restaurant segment.
Selling, general and administrative expenses. Selling, general and
administrative expenses increased by $32.7 million (231.2%) and, as a percentage
of operating revenues, increased from 8.9% to 18.1%, due to the following four
factors: (1) incremental costs associated with the fiscal 1999 Pierre
acquisition, specifically personnel and facilities costs of Pierre in
Cincinnati; (2) additional costs associated specifically with the integration of
Pierre operations into Fresh Foods' food processing segment; (3) costs
associated with the integration of Sagebrush operations into Fresh Foods'
restaurant segment; and (4) costs related to the administration of additional
restaurants in fiscal 1999. These factors were offset by $1.9 million in cost
associated with the acquisition of Sagebrush, Inc. in fiscal 1998, which did not
reoccur in fiscal 1999.
Depreciation and amortization. Depreciation and amortization increased by
$3.2 million (64.2%) due to the acquisition of Pierre in June 1998 and the
opening of thirteen additional Sagebrush restaurants as mentioned above.
Additional depreciation of fixed assets and amortization of intangible assets
associated with the Pierre acquisition increased depreciation and amortization
by $1.1 million and $2.0 million, respectively. As a percentage of operating
revenues, depreciation and amortization was flat at 3.2% as a result of the
acquisition of Pierre, which historically required lower capital expenditures as
a percentage of revenues than the existing Company operations. This was offset
by the amortization of goodwill created with the Pierre acquisition.
Operating income. Operating income increased by $12.7 million (254.0%),
and increased as a percentage of revenues from 3.2% to 6.8%, due to the reasons
stated above.
Other income (expense). Net other expense increased by $12.5 million
(1,250.0%) due to: (1) an increase in interest expense resulting from borrowing
to finance the Pierre acquisition and the Company's recapitalization (see
"-- Liquidity and Capital Resources" below); and (2) dispositions of certain
fixtures and equipment.
Earnings before income taxes and extraordinary items. Such earnings
increased approximately $230,000 (5.8%), and declined as a percentage of
revenues from 2.5% to 1.6%, for the reasons stated above.
Income tax provision. The effective tax rate for fiscal 1999 was 40.70%,
as compared to 43.4% for fiscal 1998. Such rates were higher than the combined
federal and state rates, primarily due to nondeductible permanent differences.
See Note 8 to the Company's consolidated financial statements.
18
21
Earnings before extraordinary items. Such earnings increased by
approximately $245,000 (10.9%) for the reasons stated above.
Extraordinary items. In fiscal 1999, the Company recorded an extraordinary
loss, net of tax of approximately $64,000 due to a write-off of loan fees
associated with early extinguishment of debt.
Net earnings. Net earnings increased by approximately $181,000 (8.0%), and
decreased as a percentage of revenues from 1.4% to 1.0%, for the reasons stated
above.
Fiscal 1998 Compared to Fiscal 1997
Revenues. Revenues increased by $28.0 million, or 21.6%, due to a $20.4
million (28.8%) increase in the restaurant segment and an $8.2 million (17.0%)
increase in the food processing segment, offset slightly by a $.6 million (5.5%)
decrease in the ham curing segment. The increase in restaurant revenues was due
to the March 1997 acquisition of fourteen restaurants from a former franchisee
and the opening of seven Sagebrush restaurants during fiscal 1998, offset by the
closing of six non-Sagebrush restaurants. The increase in food processing
revenues was due to the introduction of a new line of home meal replacement
("HMR") products and a general increase in the volume of other food products.
The decrease in ham curing revenues was due to a general decline in the ham
curing market.
Cost of goods sold. Cost of goods sold increased by $13.1 million, or
16.6%, due to increases in costs in the restaurant and food processing segments,
offset slightly by a decrease in the ham curing segment. Cost of goods sold in
the food processing segment increased by $6.5 million (14.8%), but decreased as
a percentage of food processing revenues of that segment from 91.2% to 89.5%.
The decrease was due to two principal factors: (1) a slight increase in the
margins associated with the new line of HMR products; and (2) an improvement in
the absorption of fixed costs. Cost of goods sold in the restaurant segment
increased by $7.8 million (31.0%), and increased as a percentage of restaurant
revenues from 35.5% to 36.1%, due primarily to higher beef costs in fiscal 1998.
Cost of goods sold in the ham curing segment decreased by $1.2 million (12.2%),
and as a percentage of ham curing revenues from 94.2% to 87.7%, due to the
Company's shift to the production of higher-margin products.
Restaurant operating expenses. Such expenses increased by $10.2 million
(32.8%), primarily as a result of the operation of additional restaurants in
fiscal 1998. As a percentage of restaurant revenues, restaurant operating
expenses increased from 43.9% to 45.2% due primarily to the incurrence in fiscal
1998 of rental expense associated with the fourteen restaurants purchased from a
former franchisee.
Selling, general and administrative expenses. Such expenses increased by
$3.7 million (35.6%) due to a $1.9 million nonrecurring cost associated with the
acquisition of Sagebrush, Inc. and costs related to the operation of additional
restaurants in fiscal 1998. But for the nonrecurring cost, selling, general and
administrative expenses as a percentage of revenues would have declined
slightly.
Depreciation and amortization. Depreciation and amortization increased by
$1.4 million (39.0%), and increased as a percentage of revenues from 2.8% to
3.2%, due to the construction of additional restaurants and the acquisition of
fourteen restaurants from a former franchisee in fiscal 1998.
Operating income. Operating income decreased by $409,000 (7.6%), and
decreased as a percentage of revenues from 4.2% to 3.2%, for the reasons stated
above.
Other income (expense). Net other expense decreased by $352,000 (25.6%),
due primarily to gains on the sale of excess real property in fiscal 1998.
Earnings before income taxes and extraordinary items. Such earnings
remained unchanged at $4.0 million, but declined as a percentage of revenues
from 3.1% to 2.5%, for the reasons stated above.
Income tax provision. The effective tax rate for fiscal 1998 was 43.4%, as
compared to 49.8% for fiscal 1997. Such rates were higher than the combined
federal and state rates, primarily due to nondeductible permanent differences.
See Note 8 to the Company's consolidated financial statements.
19
22
Earnings before extraordinary items. Such earnings increased by $225,000,
or 11.1%, for the reasons stated above.
Extraordinary items. In fiscal 1997, the Company recorded an extraordinary
gain of $415,000, net of tax, due to early extinguishment of debt.
Net earnings. Net earnings decreased by approximately $190,000, or 7.8%,
and decreased as a percentage of revenues from 1.9% to 1.4%, for the reasons
stated above.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity are cash flows from operating
activities, the sale of debt securities and the use of the Company's revolving
credit facility. Net cash provided by operating activities was $11.0 million for
fiscal 1999. This compared to $7.7 million in fiscal 1998 and $6.5 million in
fiscal 1997. The increase in net cash provided by operating activities for
fiscal 1999 was primarily due to increased earnings (after reflecting noncash
items) from the acquisition of Pierre in June 1998 and the opening of thirteen
new restaurants in fiscal 1999, as previously discussed, offset by an increase
in accounts receivable and inventory in Pierre, net of accounts payable. The
increase from fiscal 1997 to fiscal 1998 was primarily due to the cash flow
generated from the March 1997 acquisition of fourteen restaurants from a former
franchisee and the opening of seven Sagebrush restaurants during fiscal 1998,
offset by the closing of six less profitable non-Sagebrush restaurants. The
Company had positive working capital at March 6, 1999 of $27.8 million, as
compared to a working capital deficit of $497,000 at February 27, 1998 and
positive working capital of $2.1 million at February 28, 1997.
Cash flows used by investing activities were $132.6 million in fiscal 1999.
The primary components of net cash used in investing activities were cash used
to purchase Pierre in June 1998 and capital expenditures relating to the opening
of thirteen new restaurants in fiscal 1999, as previously discussed, offset
slightly by collections on notes payable to the Company and proceeds from the
sale of assets. Cash acquisitions of fixed assets were $15.6 million for fiscal
1999. This compared to $12.6 million for fiscal 1998 and $9.7 million for fiscal
1997. Financing and investing activities also include noncash transactions
involving capital leases for certain restaurant and food processing equipment,
the result of which is to increase long-term debt and property. During fiscal
1999, fiscal 1998 and fiscal 1997, the Company acquired fixed assets (primarily
operating equipment) under capital leases of approximately $15,000, $660,000 and
$690,000, respectively.
Cash flows provided by (used in) financing activities were $120.5 million,
approximately ($800,000) and $2.6 million in fiscal 1999, fiscal 1998 and fiscal
1997, respectively. The major components of financing activities in fiscal 1999
included the issuance of $115 million principal amount of 10.75% Senior Notes
Due 2006 (the "Notes") and an initial borrowing under a new five-year, $75.0
million revolving credit facility, with availability subject to a borrowing base
formula. The proceeds of these financing activities were used to acquire Pierre,
extinguish all existing debt of the Company, with the exception of outstanding
industrial revenue bonds and certain lease obligations and repurchase 110,000
shares of the Company's common stock. During fiscal 1997, the Company entered
into an agreement with a bank to provide a $6.0 million revolving credit
facility, secured by a lien on inventory and receivables. Proceeds from this
credit facility were used to pay off all debt of the Company existing at the
time, with the exception of outstanding industrial revenue bonds and certain
lease obligations. The Company also obtained construction loans from a bank in
amounts of up to $1.0 million per restaurant to finance the construction of new
restaurants. Borrowings under the $6.0 million revolving credit facility and all
other bank debt were paid off during fiscal 1999 with proceeds from the new
$75.0 million revolving credit facility.
As of March 6, 1999, the Company had a $75.0 million revolving credit
facility with a syndicate of four banks. This facility is a five-year revolving
line of credit (expiring June 9, 2003) under which the Company may borrow up to
an amount (including standby letters of credit up to $2.5 million) equal to the
lesser of $75.0 million or a borrowing base (comprised of eligible accounts
receivable, inventory, machinery and real property). Funds available under the
facility may be used for working capital requirements, permitted acquisitions,
permitted investments and general corporate purposes. Borrowings under the
facility will bear interest at floating rates based upon the interest rate
option selected from time to time by the Company.
20
23
As of March 6, 1999, the Company had approximately $29.0 million in
outstanding borrowings, $1.5 million of outstanding letters of credit under the
revolving credit facility and approximately $23.1 million of additional
availability under the facility. The outstanding borrowings under the revolving
credit facility were used to finance part of the Pierre acquisition, restaurant
conversions and construction and working capital needs of all business segments.
These borrowings are classified as long-term debt on the balance sheet.
The Company anticipates that its cash requirements, including working
capital, capital expenditures and required principal and interest payments due
under the revolving credit facility and interest payments due on the Notes,
which represent significant liquidity requirements, will be met through a
combination of funds provided by operations and borrowings under the revolving
credit facility. In addition, from time to time, the Company expects to continue
its practice of acquiring equipment with the proceeds of capital or operating
leases as permitted under such facility.
The Company has budgeted approximately $5.5 million for capital
expenditures in its current fiscal year. These expenditures are being devoted to
(i) routine restaurant equipment and building upgrading and maintenance
(approximately $ 1.0 million), (ii) the food processing segment (approximately
$4.2 million) and (iii) other miscellaneous expenditures (approximately $0.3
million). The Company believes that funds from operations and funds from
existing credit agreements, as well as the Company's ability to enter into
capital or operating leases, will be adequate to finance these capital
expenditures.
INFLATION
The Company believes that inflation has not had a material impact on its
results of operations for fiscal 1997, fiscal 1998 or fiscal 1999.
SEASONALITY
The Company considers its restaurant operations to be somewhat seasonal in
nature, with stronger sales during the Christmas season and spring, weaker sales
during the mid-summer and late winter. Except for sales to school districts,
which decline significantly during the summer and early January, there is no
seasonal variation in the Company's sales of food products. The Company's food
production is steady throughout the year. Sales for the Company's ham curing
division are seasonal in nature, with sales volume increases occurring around
the Easter, Thanksgiving and Christmas holiday seasons.
"YEAR 2000" ISSUES
The "Year 2000" problem arose because many existing computer programs use
only the last two digits to refer to a year. If not addressed, computer programs
that are date-sensitive may not have the ability to properly recognize dates in
the year 2000 and beyond. The result could be a temporary disruption of
operations and the processing of transactions.
The Company developed a four-phase approach to addressing this problem.
Phase 1 was an analysis to identify the impact and costs relating to year 2000,
both in computer information systems and other equipment. Phase 2 was the
creation of a comprehensive plan to address and fix any problems identified.
Phase 3 is the implementation of the comprehensive plan. In Phase 4, the Company
is to address any unforeseen complications or issues not previously addressed.
The Company has completed Phase 1 and Phase 2.
Phase 3, relating to the Company's systems, both information technology and
non-information technology, was substantially complete at the end of calendar
year 1998, with most of the systems Year 2000 compliant. Testing of compliance
is continuing. Additionally, as part of Phase 3, the Company has sent Year 2000
questionnaires to vendors and other entities with which the Company conducts
business in order to assess whether they are Year 2000 compliant or have
adequately addressed their system conversion requirements. More than two-thirds
of all vendors and other entities and substantially all major vendors and other
entities receiving questionnaires from the Company have responded. The vast
majority of vendors and other entities responding have done so by offering
assurances that they are either currently Year 2000 compliant or have a
21
24
plan in place to be Year 2000 compliant in a timely manner. The Company plans to
validate readiness responses for its key relationships as it assesses its
contingency planning requirements. For those vendors that have responded with
substandard assurance, the Company is seeking alternative sources of supply. The
Company has sent out a second inquiry to those vendors and other entities that
had not responded to the initial mailing.
The Company cannot predict how many, if any, of the responses it receives
may prove later to be inaccurate or overly optimistic. The Company is continuing
to develop contingency plans, which are based on its actual testing experience
and an assessment of outside risks, to address unanticipated interruptions or
down time in both the Company's and third parties' systems and services. The
costs to implement the Company's plan through March 6, 1999 were $254,635 and
are being expensed as incurred. The estimated cost to complete Phase 3 is
$115,000. These costs exclude the costs of purchasing Year 2000 compliant
computer programs that would have been purchased in the ordinary course of
business regardless of Year 2000 concerns. As of March 6, 1999, the Company is
on schedule to complete Phase 3 by September 30, 1999.
The Company is continuing to closely monitor adherence to the
implementation plan and is currently satisfied that it will be completed in the
scheduled time frame. If, however, the Company encounters unforeseen
complications or issues not previously addressed in the comprehensive plan
(Phase 4), then additional resources would be committed to complete the
necessary conversions in the required time frame. The most reasonably likely
worst case Year 2000 scenario facing the Company's food processing business is
that production would be interrupted and distribution of products to customers
would be delayed, resulting in revenue and profit losses until the problems
could be corrected. The most reasonably likely worst case scenario relative to
the restaurant business is the failure to capture individual restaurant revenues
and other information electronically. The Company does not expect these events
to occur and thus has no plans for handling them (other than being aware that
data can be captured and accounted for temporarily by non-electronic means).
Since the Company has no reason to believe that it will need to use additional
(Phase 4) resources, no estimate as to their cost has been made at this time.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities. This statement
requires that an entity recognize all derivative instruments as either assets or
liabilities in its balance sheet and measure those instruments at fair value.
The Company will be required to adopt this new statement for its fiscal year
ending March 2, 2002. Management is currently evaluating the impact of this
statement.
In March 1998, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants issued Statement of Position 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use" ("SOP 98-1"). SOP 98-1 provides guidance on the types of internal
costs, including payroll and interest costs, which should be capitalized
relative to development of software applications. The Company will be required
to adopt this new statement for fiscal 2000. The Company is in the process of
evaluating this statement and does not expect any material effect on the
Company's financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company owned no derivative financial instruments at March 6, 1999,
February 27, 1998 or February 28, 1997. The Company holds no financial
instruments of any kind for trading purposes.
Certain of the Company's outstanding financial instruments are subject to
market risks, including interest rate risk. Such financial instruments are not
currently subject to foreign currency risk or commodity price risk.
The Company's major market risk exposure is potential loss arising from
changing interest rates and the impact of such changes on its long-term debt.
The Company's policy is to manage interest rate risk by issuing a combination of
fixed and variable rate debt in amounts and with maturities that management
considers appropriate. Of the Company's long-term debt outstanding at March 6,
1999, $31.1 million principal amount
22
25
was accruing interest at a variable rate. A rise in prevailing interest rates
could have adverse effects on the Company's financial condition and results of
operations.
MARCH 6, 1999
EXPECTED MATURITIES IN FISCAL YEARS
THERE- FAIR
2000 2001 2002 2003 2004 AFTER TOTAL VALUE
-------- -------- -------- -------- ----------- ------------ ------------ ------------
Long-term debt:
Fixed rate............. $343,752 $328,506 $ 67,631 $ 49,686 $ 46,066 $115,001,539 $115,837,180 $112,387,180
Weighted average
interest rate........ 10.41% 10.31% 9.27% 9.28% 9.28% 10.75% 10.75%
Variable rate.......... $330,000 $330,000 $330,000 $330,000 $29,330,000 $ 452,500 $ 31,102,500 $ 31,102,500
Weighted average
interest rate........ 3.29% 3.29% 3.29% 3.29% 8.58% 3.29% 8.28%
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is set forth on pages F-1 through
F-29.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item for each of the Company's directors
is contained under the caption "Election of Directors" in the Company's Proxy
Statement for its 1999 Annual Meeting of Shareholders to be held on July 22,
1999 and is incorporated herein by reference.
The information required by this Item for each of the Company's executive
officers is contained under the caption "Executive Officers of the Registrant"
in Part I, Item 4A, of this Report.
ITEM 11. EXECUTIVE COMPENSATION
Information on remuneration of the Company's officers and directors is
contained in the Company's Proxy Statement for its 1999 Annual Meeting of
Shareholders to be held on July 22, 1999 under the caption "Executive
Compensation" and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information on security ownership of certain beneficial owners and
management is contained in the Company's Proxy Statement for its 1999 Annual
Meeting of Shareholders to be held on July 22, 1999 under the caption "Principal
Shareholders and Management Ownership" and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information required by this Item is contained in the Company's Proxy
Statement for its 1999 Annual Meeting of Shareholders to be held on July 22,
1999 under the caption "Certain Relationships and Related Party Transactions"
and is incorporated herein by reference.
23
26
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
The Financial Statements listed in the accompanying Index on page F-1
are filed as a part of this Report.
2. Financial Statement Schedules
Financial statement schedules have been omitted because they are not
applicable or not required or because the required information is provided
in the consolidated financial statements or notes thereto.
3. Exhibits
See Index to Exhibits.
(b) Reports On Form 8-K.
A Current Report on Form 8-K was filed on February 10, 1999 announcing: (i)
the authorization by the Board of Directors of a $1.5 million stock repurchase
program; and (ii) the adoption of two company-funded stock purchase loan
programs offering selected members of management, including directors, loans
with a maximum aggregate $1.8 million principal amount to purchase the Company's
Common Stock. The Company has terminated these programs.
24
27
INDEX TO FINANCIAL STATEMENTS
PAGE
----
FRESH FOODS
INDEPENDENT AUDITORS' REPORT................................ F-2
CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated Balance Sheets as of March 6, 1999 and
February 27, 1998...................................... F-3
Consolidated Statements of Earnings for the Years Ended
March 6, 1999, February 27, 1998 and February 28,
1997................................................... F-4
Consolidated Statements of Shareholders' Equity for the
Years Ended March 6, 1999, February 27, 1998 and
February 28, 1997...................................... F-5
Consolidated Statements of Cash Flows for the Years Ended
March 6, 1999, February 27, 1998 and February 28,
1997................................................... F-6
Notes to Consolidated Financial Statements................ F-7
F-1
28
INDEPENDENT AUDITORS' REPORT
Shareholders and Board of Directors
Fresh Foods, Inc.
Claremont, North Carolina
We have audited the accompanying consolidated balance sheets of Fresh Foods,
Inc. (formerly WSMP, Inc.) and subsidiaries (the "Company") as of March 6, 1999
and February 27, 1998, and the related consolidated statements of earnings,
shareholders' equity, and cash flows for each of the three fiscal years in the
period ended March 6, 1999. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
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 the Company at March 6, 1999 and
February 27, 1998, and the results of its operations and its cash flows for each
of the three fiscal years in the period ended March 6, 1999 in conformity with
generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Charlotte, North Carolina
June 7, 1999
F-2
29
FRESH FOODS, INC.
CONSOLIDATED BALANCE SHEETS
AS OF
----------------------------
MARCH 6, FEBRUARY 27,
1999 1998
------------ ------------
ASSETS (NOTE 7)
CURRENT ASSETS:
Cash and cash equivalents................................. $ 1,664,398 $ 2,818,071
Marketable equity securities (at fair value; cost of
$175,790 at February 27,1998)........................... -- 206,706
Accounts receivable, net (Notes 3, 7 and 17 -- includes
related party receivables of $326,147 and $181,367 at
March 6, 1999 and February 27, 1998, respectively)...... 18,565,152 5,204,700
Notes receivable -- current, net (Note 3 and
17 -- includes related party notes receivable of
$986,457 and $526,592 at March 6, 1999 and February 27,
1998, respectively)..................................... 1,122,268 1,150,906
Inventories (Notes 4 and 7)............................... 30,430,482 7,361,347
Income tax receivable (Note 8)............................ -- 872,157
Deferred income taxes (Note 8)............................ 2,722,095 424,786
Prepaid expenses and other current assets................. 988,023 269,222
------------ -----------
Total current assets............................... 55,492,418 18,307,895
------------ -----------
PROPERTY, PLANT AND EQUIPMENT, NET (Notes 5 and 7).......... 74,999,394 45,023,793
------------ -----------
OTHER ASSETS:
Properties held for sale (Note 7)......................... 2,086,847 1,680,993
Trade name, net (Note 6).................................. 43,242,636 --
Excess of cost over fair value of net assets of businesses
acquired, net (Note 6).................................. 32,623,400 2,906,366
Other intangible assets, net (Note 6)..................... 3,520,053 829,500
Notes receivable (Notes 3 and 17 -- includes related party
notes receivable of $313,274 and $1,550,638 at March 6,
1999 and February 27, 1998, respectively)............... 367,494 1,886,249
Deferred income taxes (Note 8)............................ -- 685,458
Deferred loan origination fees, net....................... 4,524,753 262,828
Other..................................................... 132,028 72,717
------------ -----------
Total other assets................................. 86,497,211 8,324,111
------------ -----------
Total Assets....................................... $216,989,023 $71,655,799
============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable -- banks (Note 7)........................... $ 5,105,144
Current installments of long-term debt (Note 7)........... $ 673,752 2,189,401
Trade accounts payable (Note 17 -- includes related party
payables of $92,370 and $218,180 at March 6, 1999 and
February 27, 1998, respectively)........................ 11,255,920 6,605,893
Income taxes payable...................................... 151,366 --
Accrued insurance......................................... 1,155,942 614,846
Accrued interest.......................................... 3,533,771 87,426
Accrued payroll and payroll taxes......................... 4,941,033 1,960,534
Accrued marketing and advertising......................... 1,420,580 12,000
Accrued taxes (other than income and payroll)............. 1,176,888 379,269
Other accrued liabilities (Note 17 -- includes related
party accrued liabilities of $185,000 at March 6,
1999)................................................... 3,351,366 1,850,766
------------ -----------
Total current liabilities.......................... 27,660,618 18,805,279
LONG-TERM DEBT, less current installments (Note 7).......... 146,265,928 13,623,532
DEFERRED INCOME TAXES (Note 8).............................. 1,910,468 --
COMMITMENTS AND CONTINGENCIES (Notes 9 and 15)..............
SHAREHOLDERS' EQUITY (Notes 7 and 11)
Preferred stock -- par value $.10, authorized 2,500,000,
no shares issued........................................ -- --
Common stock -- par value $1, authorized 100,000,000
shares; issued and outstanding 1999 -- 5,807,049 shares
and 1998 -- 5,898,449 shares............................ 5,807,049 5,898,449
Capital in excess of par value............................ 23,251,845 23,647,020
Retained earnings......................................... 12,093,115 9,662,258
Accumulated other comprehensive income.................... -- 19,261
------------ -----------
Total Shareholders' equity......................... 41,152,009 39,226,988
------------ -----------
Total Liabilities and Shareholders' Equity......... $216,989,023 $71,655,799
============ ===========
See accompanying notes to consolidated financial statements.
F-3
30
FRESH FOODS, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
FISCAL YEAR ENDED
------------------------------------------
MARCH 6, FEBRUARY 27, FEBRUARY 28,
1999 1998 1997
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REVENUES: (Notes 14 and 17)
Food processing........................................... $149,778,206 $56,387,112 $48,181,625
Restaurant operations and franchising (Note 17 -- includes
related party transactions totaling approximately
$34,000, $315,000 and $1,004,000 in 1999, 1998 and 1997,
respectively)........................................... 101,440,315 91,261,985 70,866,150
Ham curing................................................ 7,063,625 9,858,233 10,433,868
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Total revenues..................................... 258,282,146 157,507,330 129,481,643
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COSTS AND EXPENSES:
Cost of goods sold (Note 17 -- includes related party
transactions totaling approximately $698,000, $429,000
and $513,000 in 1999, 1998 and 1997, respectively)...... 137,964,462 92,112,998 78,999,482
Restaurant operating expenses (Note 17 -- includes related
party transactions totaling approximately $3,248,000,
$3,682,000 and $2,744,000 in 1999, 1998 and 1997,
respectively)........................................... 47,679,264 41,339,871 31,057,850
Selling, general