| U.S.A. Floral Products, Inc. | |||
| Ticker: | ROSY | 3500 Whitehaven Parkway | |
| Exchange: | NASDAQ-National Market | Washington, DC 20007 | |
| Industry: | Wholesale (SIC Code 5193) | (202) 333-0800 | |
| # of Employees: | 945 | ||
| Type of Shares: | Common Shares | Filing Date: | 8/7/97 | |
| U.S. Shares: | 5,000,000 | Offer Date: | 10/9/97 | |
| Non-U.S. Shares: | 0 | Filing Range: | $10.00 - $12.00 | |
| Primary Shares: | 5,000,000 | Offer Price: | $13.00 | |
| Secondary Shares: | 0 | Gross Spread: | $0.91 | |
| Offering Amount: | $55,000,000 | Selling: | $0.55 | |
| Expenses: | - | Reallowance: | $0.10 | |
| Shares Out After: | - |
| Manager | Tier | Phone |
| Morgan Stanley Dean Witter Discover & Co. | Lead Manager | (212) 761-5900 |
| Robertson, Stephens & Company | Co-manager | (415) 989-8500 |
| Smith Barney Inc. | Co-manager | (212) 723-7300 |
| Issuer's Law Firm: | Morgan, Lewis & Bockius |
| Bank's Law Firm: | Davis, Polk & Wardwell |
| Auditor: | Price Waterhouse |
Dollar amounts in U.S. millions except for per share data | |||||
| 3 Month Ending Financials | |||||
| Full Year Audited Income | Latest Unaudited Income | Prior Unaudited Income | Balance Sheet | ||
| 12/31/96 | 3/31/97 | 3/31/96 | 3/31/97 | ||
| Revenue: | $175.47 | $54.80 | $50.48 | Assets: | $83.96 |
| Net Income: | $2.74 | $2.12 | $1.53 | Curr Assets: | $31.03 |
| EPS: | Liabilities: | $70.58 | |||
| Prior EPS: | Curr Liabilities: | $66.42 | |||
| Cash Flow/Oper: | Equity: | $13.39 | |||
| Cash Flow/Fin: | Cash: | $2.75 | |||
| Cash Flow/Inv: | Working Cap: | -$35.39 | |||
| Business Description |
| The company was founded in April 1997 to create a national consolidator and operator of floral products distribution business. The company engages primarily in the wholesale distribution of perishable floral products and floral related hardgoods. The Company also imports cut flowers from growers in foreign countries, provides pre-packaged floral bouquets and arrangements to retail florists and mass-market retailers and engages in brokerage services for wholesalers of both foreign and domestic cut flowers. The Company believes that it is one of the largest integrated distributors of floral products in the United States. The Company has approximately 945 employees and serves thousands of customers nationwide from 32 facilities in 17 states. For the year ended December 31, 1996, the Company had pro forma combined revenues of $175.5 million, pro forma combined operating income of $5.1 million and pro forma combined net income of $2.7 million. The floriculture industry extends from growers, who produce perishable floral products, through importers, brokers, shippers and wholesalers who distribute and market fresh cut flowers and greens, potted plants and floral-related hardgoods, to retail florists and mass market distributors, who sell floral products to consumers. The distribution channel in the floriculture industry is highly fragmented and consists mainly of small, family-owned firms that operate from a single location or from a small number of outlets in a single region. While floral products have historically been sold at retail through a large number of traditional florists, who continue to serve the majority of consumers, the Company believes that changes in consumer buying habits are causing more consumers to seek floral products from mass market retailers such as supermarkets, discount retailers and chain stores. |
| Competition |
| The distribution segment of the floriculture industry is highly competitive, with numerous distributors in each market. The Company competes with other importers, brokers, wholesalers and bouquet companies based upon price, credit terms, breadth of product offerings, product quality, customer service and location. In addition, the Company competes with other buyers and sellers of floral and floral-related products, such as garden centers and farm stores. To the extent that the Company is unable to compete successfully against its existing and future competitors, its business, operating results and financial condition would be materially adversely affected. While the Company believes that it competes effectively within its industry, additional competitors with greater resources than the Company may enter the industry and compete effectively against the Company. Moreover, the Company may depend in part upon a trend toward consolidation in the floral products industry in order to execute effectively its acquisition and vertical integration. |
| Business Plan |
| The company's goal is to become the leading consolidator and operator of floral products distribution businesses. Key elements of the company's strategy include the following: (I) Pursue Strategic Acquisitions, (ii) Operate with Decentralized Management, (iii) Achieve Operating Efficiencies and (iv) Introduce New Products and Services. |
| Use of Proceeds |
| The proceeds from the proposed offering will be used to pay the cash portion of the purchase price for the Founding Companies, to fund certain S Corporation distributions and to fund general corporate purposes, including payment of an estimated tax liability being assumed in one of the mergers, working capital and possible acquisitions. |
| Name of Shareholder | % Owned Before | % Owned After |
| Jonathan J. Ledecky | 31.40% | |
| Robert J. Poirier | 26.30% |
| Officer Name | Title | Age |
| Raymond C. Anderson | Chief Financial Officer | 32 |
| Jonathan J. Ledecky | Non-Executive Chairman of the Board | 39 |
| Robert J. Poirier | President and Chief Executive Officer and a Director | 45 |
| John Q. Graham, Jr. | President of Alpine Gem and Person Named to Become a Director | 49 |
| John T. Dickinson | President of American Florist and Person Named to Become a Director | 36 |
| William W. Rudolph | President of Bay State and Person Named to Become a Director | 64 |
| Dwight Haight | President of CFX and Person Named to Become a Director | 49 |
| Gustavo Moreno | President of Flower Trading Corporation and Person Named to be Director | 43 |
| Roy O. Houff | President of Houff and Person Named to Become a Director | 56 |
| Raymond R. Ashmore | President of United Wholesale and Person Named to Become a Director | 53 |