ITEM 3. LEGAL PROCEEDINGS
From time to time, Cattleman's is a party to legal proceedings arising out of its general business activities. However, there are no pending legal proceedings to which Cattleman's is a party, or to which any of its properties is subject, which, if determined adversely to Cattleman's, would have a material adverse effect on its consolidated financial position.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during Cattleman's fourth quarter ended April 28, 1996.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
The shares of Common Stock of Cattleman's are quoted on the NASDAQ Small Cap Market under the symbol "CTLO." The range of high and low bid quotations for each of the quarters for the years ended December 31, 1993, 1994, 1995 and for the first two quarters of 1996 are provided below. (Prior to November, 1993, the shares of Common Stock of Cattleman's were traded on the National Daily Quotation Sheets, the "Pink Sheets.") The quotations reflect inter-dealer prices without retail markup, markdown or commissions and may not represent actual transactions. In addition, the quotations should not be deemed to reflect an established public trading market. The shares of Common Stock are thinly traded.
HOLDERS
At June 30, 1996, there were 290 holders of record of Cattleman's shares of Common Stock.
DIVIDENDS
During the last two fiscal years, Cattleman's has not paid any cash or other dividends on its Common Stock. Pursuant to its loan agreement with Comerica Bank, Cattleman's may not declare any dividends on its Common Stock. In addition, the declaration by Cattleman's, and the amount of any cash dividends, will depend on circumstances existing at the time, including Cattleman's earnings, financial condition and capital requirements, the cash available to pay such dividends as well as such other factors as the Board of Directors may deem relevant. There can be no assurance that any dividends on Cattleman's Common Stock will be paid in the future.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data shown below has been derived from the consolidated financial statements of the Company for the years shown.
(1) The Company has changed its fiscal year end from the last Saturday in April to the last Sunday in April starting in fiscal 1995.
(2) Due to the reorganization of Cattleman's in fiscal 1992, the calculations of earnings per share are based on the total number of shares of the common capital stock of Cattleman's outstanding after the reorganization.
(3) No dividends have been declared during any of the periods indicated. See "Shareholder Information."
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
GENERAL
Cattleman's, Inc. was originally incorporated in 1972. In 1991, the Company changed its name from Eastern Market Beef to Cattleman's. Cattleman's is currently incorporated in the state of Delaware.
The Company sells its beef production throughout the United States, Canada, Mexico and the Caribbean with some sales to the Far East. The Company sells to approximately 380 customers, mainly fresh meat distributors, hotel, restaurant & institutional suppliers and large retailers. No customer or group of customers account for a disproportionate share of Company sales.
The Company also sells its products through five outlets in the Metropolitan Detroit area. These sales, which include a complete-line of fresh foods, accounted for 17.4% of Company sales in fiscal 1996. Outlet sales totaled 16.0% of Cattleman's total sales in fiscal 1995.
FINANCIAL CONDITION
The Company keeps lines of credit in excess of the immediate needs of its business. Borrowings on the line normally increase during the fall and peak in December when the premium cuts of meat are inventoried. The line is paid down during each Spring, the industry's strong selling period.
CASH USED IN OPERATING ACTIVITIES during fiscal 1996 totaled $.7 million. Cash used in operations occurred primarily due to a net loss ($.2 million), an increase in inventories ($.4 million), a decrease in accounts payable, accrual expenses and deferred taxes ($1.1 million) offset by depreciation ($1.0 million).
CASH USED IN INVESTING ACTIVITIES during fiscal 1996 and 1995 totaled $.6 million and $1.7 million respectively. Fiscal 1996 activity resulted primarily from renovations at our processing plant while 1995 activity resulted primarily from expenditures on remodeling projects in our retail outlets.
CASH PROVIDED BY FINANCING ACTIVITIES during fiscal 1996 and 1995 totaled $1.0 million and $1.4 million, respectively. In fiscal 1996, long term borrowings increased $1.0 million, used primarily for capital expenditures, inventory purchases and accounts payable reduction.
OTHER In 1995, the Financial Accounting Standards Board ("FASB") issued Financial Accounting Standard No. 121, Accounting for the Impairment of Long-Lived Assets and for Assets to be Disposed of, which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present. Statement 121 also addresses the accounting for assets that are expected to be disposed of. The Company will adopt Statement 121 in fiscal year 1997 and does not believe that the effect of adoption will be material.
Also in 1995, FASB issued Statement No. 123, Accounting for Stock-Based Compensation, which introduces a fair-value based method of accounting for stock-based compensation. Under the standard, companies may choose to continue to apply the existing accounting rules contained in Accounting Principles Board Opinion No. 25, while adopting the disclosure provisions of Statement 123. The Company will adopt Statement 123 in fiscal year 1997 and plans to continue to apply the existing accounting rules contained in Accounting Principles Board Opinion No. 25.
RESULTS OF OPERATIONS
COMPARISON OF FISCAL 1996 TO FISCAL 1995
SALES for fiscal year ending April 28, 1996 were $125.3 million compared to fiscal year ending April 30, 1995 sales of $126.3 million. Sales decreased slightly due to lower average selling prices for boxed beef.
Gross tonnage of product sold increased approximately 6.0%. Outlet sales increased 8.3%. Outlet sales represented 17.4% of total sales in fiscal 1996 compared to 16.0% for the fiscal 1995.
COST OF GOODS SOLD for fiscal 1996 was $120.1 million compared to $121.8 million for fiscal 1995, a decrease of $1.7 million. Costs as a percent of sales in our processing operations remained flat while margins in our retail outlets improved by approximately one percent.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (SG&A) for fiscal 1996 and fiscal 1995 were $4.7 million and $4.5 million, respectively. As a percent of sales, SG&A totaled 3.8% for fiscal 1996 and 3.6% for fiscal 1995. The increase of $200,000, or 4.4%, resulted primarily from increased payroll and payroll related costs, one-time expenses associated with terminating a lease agreement for a future, additional retail outlet plus the cost of consulting services related to our retail operations.
NET INTEREST EXPENSE increased $143,000 to $624,000 during fiscal 1996 compared with fiscal 1995. The increase resulted from greater utilization of the revolving line-of-credit on average throughout the period, plus higher average interest rates in fiscal 1996.
NET LOSS for fiscal 1996 was $160,000 compared to $350,000 for fiscal 1995 due, primarily, to improved performance in our retail outlets.
COMPARISON OF FISCAL 1995 TO FISCAL 1994
SALES for fiscal year ending April 30, 1995 were $126.3 million compared to fiscal year ending April 30, 1994 sales of $143.8 million. Sales decreased $17.5 million or 12.2% in fiscal 1995 versus the comparable 1994 period. The sales decrease resulted primarily from a 7.1% decrease in the wholesale selling price plus a 9.6% decrease in gross tonnage sold.
The gross tonnage decline was due to a management decision to reduce production in order to maintain acceptable margin levels. Outlet sales increased 30.3%. Revenues were generated by five locations versus three in the prior year. Although outlet sales represented 16.0% of total sales in fiscal 1995 compared to 11.7% for the fiscal 1994, results were below management's expectations.
COST OF GOODS SOLD for fiscal 1995 was $121.8 million compared to $137.8 million for fiscal 1994, a decrease of $16.0 million. This represents a decrease of 11.7% compared to the 12.2% sales decrease for the same period. Costs as a percent of sales increased by .6% primarily from lower than expected margins at the outlets. Prices were discounted to bring customers back into the outlets after negative media coverage. Retail margins were significantly less than management's expectations.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (SG&A) for fiscal 1995 and fiscal 1994 were $4.5 million and $5.5 million, respectively. As a percent of sales, SG&A totaled 3.6% for fiscal 1995 and 3.8% for fiscal 1994. The decrease of $1.0 million, or 18.2%, resulted primarily from one-time costs incurred in fiscal year 1994 related to acquiring Oak Farms, registering with the Securities and Exchange Commission and obtaining new financing. Also, payroll costs were lower in fiscal 1995.
NET INTEREST EXPENSE increased $126,000 to $481,000 during fiscal 1995 compared with fiscal 1994. The increase resulted from greater utilization of the revolving line-of-credit on average throughout the period, additional long-term debt, plus higher average interest rates in fiscal 1995.
NET LOSS for fiscal 1995 was $350,000 compared to net income of $48,000 for fiscal 1994 due to lower sales levels, higher borrowing costs and poor performance in our retail outlets.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The report of the independent accountants and the consolidated financial statements and schedule thereto follow the disclosure under "Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K."
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information with respect to directors and executive officers of the Registrant is included in the definitive Information Statement in the section subtitled "Election of Directors," which is incorporated herein by reference.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The information regarding executive compensation is included in the definitive Information Statement in the section subtitled "Executive Compensation," which is incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information with respect to the security ownership of certain beneficial owners and management is included in the definitive Information Statement in the section subtitled "Principal Shareholders," which is incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information regarding certain relationships and related transactions is included in the definitive Information Statement in the section subtitled "Indebtedness of Management," which is incorporated herein by reference.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K
THE FOLLOWING DOCUMENTS ARE FILED AS PART OF THIS REPORT: PAGE ----
(a) (1) FINANCIAL STATEMENTS:
Report of Independent Accountants.......................................
Consolidated Balance Sheet At April 28, 1996 and April 30, 1995.........
Consolidated Statement of Operations for the Years Ended April 28, 1996, April 30, 1995 and April 30, 1994.................
Consolidated Statement of Stockholders' Equity for the Years Ended April 28, 1996, April 30, 1995 and April 30, 199............
Consolidated Statement of Cash Flows for the Years Ended April 28, 1996, April 30, 1995 and April 30, 1994.................
Notes to Consolidated Financial Statements..............................
(a) (2) FINANCIAL STATEMENT SCHEDULE:
Schedule II - Consolidated Schedule of Valuation and Qualifying Accounts for the Years Ended April 28,1996 and April 30, 1995.............
(a) (3) EXHIBITS
EXHIBIT NUMBER DOCUMENT (2) (i) Agreement and Plan of Reorganization*............................... (2) (ii) Certificate of Ownership and Merger*................................ (3) (i) Certificate of Incorporation*....................................... (3) (ii) Bylaws*............................................................. (3) (iii) Amendment to Bylaws***.............................................. (3) (iv) Amendment to the Certificate of Incorporation****................... (4) Specimen of Common Stock Certificate*............................... (10) (i) Lease of Taylor Outlet*............................................. (10) (ii) Loan Agreement - Comerica Bank***...................................
(a) (3) EXHIBITS
EXHIBIT NUMBER DOCUMENT (10) (iii) Lease of Oak Park Outlet**.......................................... (10) (iv) Lease of Farmington Outlet**........................................ (10) (v) Lease of Roseville Outlet**......................................... (10) (vi) Amendment to Oak Park Lease***...................................... (10) (vii) Employment Agreement - Matthew Martin***............................ (10) (viii) Non-competition and Non-disclosure Agreement - Matthew Martin***.... (10) (ix) Employment Agreement - Timothy Collins*** ......................... (10) (x) Non-competition and Non-disclosure Agreement - Timothy Collins***... (10) (xi) Incentive Stock Option Plan***...................................... (10) (xii) Executive Incentive Stock Option Plan*** .......................... ________________________________________________________________________________
* Incorporated by reference to the original filing on Form 10 on August 13, ** Incorporated by reference to Amendment No. 1 to Form 10 on October 12, *** Incorporated by reference to the Annual Report on Form 10K for the fiscal year ended April 30, 1994 filed on July 29, 1994 **** Incorporated by reference to the Annual Report on Form 10K for the fiscal year ended April 30, 1995 filed on July 28, 1995
(b) REPORTS ON FORM 8-K
None
(c) EXHIBITS
See (a) (3) above
(d) FINANCIAL STATEMENT SCHEDULE
See (a) (2) above
[COOPERS & LYBRAND LETTERHEAD]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of Cattleman's, Inc.:
We have audited the consolidated financial statements and the financial statement schedule of Cattleman's, Inc. and subsidiary listed in the index on page 15 of this Form 10-K. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule 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, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Cattleman's, Inc. and subsidiary as of April 28, 1996 and April 30, 1995 and the consolidated results of their operations and their cash flows for each of the three years in the period ended April 28, 1996 in conformity with generally accepted accounting principles. In addition, in our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information required to be included therein.
COOPERS & LYBRAND L.L.P.
Detroit, Michigan June 23, 1996 (except for the fourth paragraph of note 6, as to which the date is July 18, 1996)
FINANCIAL REPORTS
CATTLEMAN'S, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET
The accompanying notes are an integral part of the consolidated financial statements.
FINANCIAL REPORTS
CATTLEMAN'S, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEARS ENDED APRIL, 1996, 1995, AND 1994
CATTLEMAN'S, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE YEARS ENDED APRIL, 1996, 1995, AND 1994
The accompanying notes are an integral part of the consolidated financial statements.
FINANCIAL REPORTS
CATTLEMAN'S, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEARS ENDED APRIL, 1996, 1995, AND 1994
NOTES
1. BUSINESS OPERATIONS:
NATURE OF OPERATIONS The Company converts beef carcasses into boxed beef and operates fresh food retail outlets in the metropolitan area of Detroit, Michigan. Beef production is sold throughout the United States, Canada, Mexico and the Caribbean with some sales to the Far East. The Company purchases its beef primarily from the three of the largest slaughtering companies in the country: Iowa Beef Processors, Monfort and Excel.
The Company sells the majority of its beef production to restaurant & institutional suppliers, fresh meat distributors, hotels and restaurants and through its five retail outlets.
FISCAL YEAR The Company's fiscal year end is the last Sunday in April. Fiscal years ended April 28, 1996 and April 30, 1995 consisted of 52 weeks. The fiscal year ended April 30, 1994 consisted of 53 weeks.
2. SIGNIFICANT ACCOUNTING POLICIES:
PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Cattleman's Meat Company. All significant intercompany accounts and transactions have been eliminated.
INVENTORIES Inventories consist principally of finished goods and are stated at the lower of cost (first-in, first-out method) or market. Merchandise inventories are stated at the lower of cost or market, using the retail method for store inventories.
PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are stated at cost. Capitalized amounts include expenditures which materially extend the useful lives of existing property, plant and equipment. Gains or losses from the disposal of property, plant and equipment are included in the determination of income for the period and the assets and corresponding accumulated depreciation are eliminated from the accounts. Maintenance and repair expenditures are charged to expense when incurred. Depreciation is computed on the straight-line method over the estimated useful lives of the assets.
GOODWILL Goodwill represents the excess of cost over the fair value of net assets acquired and is amortized on a straight-line basis over 15 years.
EARNINGS PER SHARE OF COMMON STOCK Earnings per share of common stock are based on the weighted average number of common shares outstanding during each year. The weighted average number of shares outstanding was 3,286,783, 3,270,583 and 3,267,583 for 1996, 1995 and 1994, respectively. The potential dilution from shares issuable under the employee stock option plan and warrants granted are excluded from the computation of weighted average number of common shares outstanding since they are not material.
NOTES
2. SIGNIFICANT ACCOUNTING POLICIES: CONTINUED
ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, at the date of the financial statements, and revenues and expenses during the reporting period. Actual results could differ from those estimates.
3. LOANS RECEIVABLE, OFFICERS:
The loans receivable, officers, are due April 30, 1999, including interest at seven percent. Interest income amounted to approximately $17,000, $26,000 and $13,000 in 1996, 1995, and 1994, respectively.
4. RETIREMENT PLANS:
The Company maintains two defined contribution pension plans that cover substantially all hourly employees. Contributions are based on eligible compensation and hours worked. Pension expense approximated $126,000, $110,000 and $81,000 in 1996, 1995 and 1994, respectively.
The Company also has a profit-sharing and 401(k) plan in which all salaried employees are eligible to participate. The plan provides for discretionary and required contributions by the Company and allows participants to make pre-tax contributions. Company contributions approximated $33,000, $38,000, $39,000 in 1996, 1995 and 1994, respectively.
5. STOCK OPTIONS:
In connection with the acquisition of Oak Farms, the Company granted three key employees options to purchase a total of 150,000 shares of the Company's common stock at $4.00 per share. The options vest over four years and expire October 31, 1997. At April 28, 1996, 75,000 options were vested.
Effective October 1993, the Company adopted an executive incentive stock option plan, authorizing the Company to grant up to 417,000 shares of the Company's common stock to key employees. In 1994, the Company granted options to purchase 417,000 shares at $4.00 per share. The options vest over five years and expire October 31, 1998. At April 28, 1996, 166,800 options were vested.
6. FINANCING ARRANGEMENTS:
Effective June 23, 1994, the Company entered into an $11,700,000 loan agreement with a bank. Under the terms of the agreement, the Company may borrow up to $7,700,000 in revolving credit loans, and $4,000,000 in term loans.
Borrowings under the revolving credit loan are due June 1, 1997 and bear interest at one and three-quarters percent above the bank's prime rate (8.25% at April 28, 1996). Average interest rates for fiscal 1996 and 1995 were 10.3% and 9.7%, respectively.
Borrowings under the term loan are due in equal monthly installments for 60 months and include interest at one and three-quarters percent above the bank's prime rate. Borrowings are
NOTES
6. FINANCING ARRANGEMENTS, CONTINUED
collateralized by substantially all of the Company's assets and are limited by formulas based upon eligible accounts receivable and inventory.
Under the terms of the agreement, the Company is subject to certain financial and nonfinancial covenants, including a restriction against paying dividends. At April 28, 1996 the Company was not in compliance with a certain financial covenant. At the Company's request the lender has provided a waiver for this covenant and amended it for fiscal 1997.
Long-term debt consists of the following at April 28, 1996 and April 30, 1995:
Based on the borrowing rates currently available to the Company for bank loans with similar terms and average maturities, the fair value of debt approximates its carrying value.
The annual maturities of long-term debt during the next five years (excluding the capital lease obligations) are as follows:
FISCAL YEAR ANNUAL MATURITIES ----------- ----------------- 1997 $ 539,666 ----------- ----------------- 1998 $6,658,169 ----------- ----------------- 1999 $ 544,874 ----------- ----------------- 2000 $ 180,547 ----------- ----------------- 2001 $ 29,195 ----------- -----------------
6. FINANCING ARRANGEMENTS, CONTINUED:
Outstanding letters of credit amounted to $1,050,000 at April 28, 1996.
The Company's banking arrangement provides that substantially all of its cash receipts are wire transferred on a daily basis to the bank as payment against the revolving credit facility. Disbursements are funded on a daily basis by borrowing against the revolving credit facility. Accounts payable, as reflected on the consolidated balance sheet, includes disbursements to be funded by transfers from the bank, in accordance with the banking arrangement. This amounted to $800,000 at April 28, 1996 and $1,800,000 at April 30, 1995, respectively. Substantially all cash, as reflected on the consolidated balance sheet, will be applied to the outstanding balance on the revolving credit facility in the following week.
The equipment note payable was issued in connection with the purchase of certain equipment. Under the terms of the purchase, the Company has reserved 250,000 shares of its common stock which the vendor may acquire for nominal consideration in the event the Company defaults on the equipment note payable.
Property under capital leases, included in property, plant and equipment, consists of the following at April 28, 1996 and April 30, 1995:
PROPERTY UNDER CAPITAL LEASE 1996 1995 ---------------------------------------------------------------- Equipment $461,165 $461,165 ---------------------------------------------------------------- Less accumulated depreciation 192,047 144,502 ---------------------------------------------------------------- TOTAL PROPERTY UNDER CAPITAL LEASE $269,118 $316,663 ----------------------------------------------------------------
Future minimum rents for property under capital leases are as follows:
PROPERTY RENT UNDER CAPITAL LEASE ---------------------------------------------------------------- 1997 100,716 ---------------------------------------------------------------- 1998 4,640 ---------------------------------------------------------------- Total minimum lease obligation $105,356 ---------------------------------------------------------------- Less amount representing interest 5,328 ---------------------------------------------------------------- PRESENT VALUE OF TOTAL MINIMUM LEASE OBLIGATIONS $100,028 ----------------------------------------------------------------
NOTES
7. INCOME TAXES:
Deferred income taxes, on an SFAS No. 109 basis, reflect the estimated future tax effect of temporary differences between the basis of assets and liabilities for financial reporting purposes and such basis as measured by tax laws and regulations. The components of deferred income tax assets and liabilities as of April 28, 1996 and April 30, 1995 are as follows:
Major differences between the income tax expense at the federal statutory rate of 34 percent and the Company's provision for taxes on income are as follows:
8. COMMITMENTS:
The Company is obligated under noncancelable operating leases through November 30, 2004. The lease agreements include payment of real property tax as well as operating expenses. Approximate annual minimum future lease payments are as follows:
MINIMUM FUTURE LEASE PAYMENTS -------------------------------------- 1997 319,000 -------------------------------------- 1998 340,000 -------------------------------------- 1999 357,000 -------------------------------------- 2000 342,000 ------------------------------------- 2001 308,000 -------------------------------------- Thereafter 765,000 -------------------------------------- TOTAL $2,431,000 --------------------------------------
Rent expense amounted to approximately $391,000, $395,000 and $237,000 during 1996, 1995 and 1994, respectively.
During fiscal 1994, the Company entered into noncompetition agreements with three individuals. Under the terms of the agreements, the Company will issue a total of 12,000 shares of its common stock each year through fiscal 1999. Accordingly, 12,000 shares of the company's common stock were issued in fiscal 1996; 36,000 shares remain in an escrow account for these individuals at April 28, 1996.
9. BUSINESS COMBINATIONS:
Effective August 30, 1993, the Company acquired substantially all the assets of Oak Farms Fruit Market, Inc. and Oak Farms Market - Farmington, Inc. (collectively "Oak Farms") in exchange for 90,000 shares of the Company's common stock. In connection with the acquisition of Oak Farms, the Company granted warrants to a financial institution to purchase up to 35,226 shares of the Company's common stock at approximately $2.92 per share. The warrants expire August 30, 2003.
10. CONTINGENCIES:
The Company may from time to time, be involved in routine litigation and various legal efforts incidental to the normal operations of its business. In management's opinion, none of these matters presently will result in a material liability.
CATTLEMAN'S Schedule II Consolidated Schedule of Valuation and Qualifying Accounts
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CATTLEMAN'S, INC., a Delaware corporation
By:/s/ David S. Rohtbart --------------------------- David S. Rohtbart Its: President and Chief Executive Officer
Date: July 26, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
/s/ Markus Rohtbart /s/ David S. Rohtbart --------------------------------------- ------------------------------ (Markus Rohtbart, Chairman of the Board (David S. Rohtbart, President, and Treasurer) Chief Executive Officer and Director)
/s/ Steven L. Karas /s/ Samuel Feig --------------------------------------- ------------------------------ (Steven L. Karas, Director) (Samuel Feig, Director)
/s/ Matthew G. Martin --------------------------------------- (Matthew G. Martin, Chief Operating and Financial Officer)