<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 10-Q/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
Commission file number 0-21003
TWINLAB CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 11-3317986
(State of incorporation) (IRS Employer Identification No.)
150 Motor Parkway, Suite 210, Hauppauge, New York 11788
(Address of principal executive office) (zip code)
(516) 467-3140
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES |X| NO |_|
At July 31, 1998, the registrant had 31,554,649 shares of common stock
outstanding.
<PAGE> 2
INTRODUCTORY NOTE
This Form 10-Q/A amends the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1998, and is being filed to reflect the
restatement of the Registrant's consolidated financial statements contained in
such Form 10-Q. Subsequent to the issuance of such Form 10-Q, and in the course
of reviewing its 1998 year-end results in conjunction with its annual audit, the
Company concluded that certain revenues were incorrectly stated during the
first, second, and third quarters of 1998 and 1997. The sales relate to
irrevocable, unconditional, bona fide sales orders that were received within a
quarter but not completely shipped before the end of the quarter. As a result,
the Company's financial statements for the three months and six months ended
June 30, 1998 and 1997 have been restated from the amounts previously reported
to reflect the timing of certain sales between quarters.
2
<PAGE> 3
PART I
FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
TWINLAB CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands of dollars except share and per share amounts)
<TABLE>
<CAPTION>
June 30, 1998 December 31, 1997(1)
------------- --------------------
(unaudited)
(As restated,
see Note 8)
<S> <C> <C>
Assets
Current Assets:
Cash and cash equivalents $ 41,243 $ 4,212
Accounts receivable, net of allowance for bad
debts of $463 at June 30, 1998 and $467 at
December 31, 1997 39,860 44,890
Inventories 59,854 37,525
Deferred tax assets 1,661 1,615
Prepaid expenses and other current assets 2,921 1,324
--------- ---------
Total current assets 145,539 89,566
Property, plant and equipment, net 22,213 14,263
Deferred tax assets 48,614 48,777
Other assets 70,211 20,404
--------- ---------
TOTAL $ 286,577 $ 173,010
========= =========
Liabilities and Shareholders' Equity
Current Liabilities:
Current portion of long-term debt $ 665 $ 14,112
Accounts payable 17,128 17,172
Accrued expenses and other current liabilities 12,519 10,578
--------- ---------
Total current liabilities 30,312 41,862
Long-term debt, less current portion 65,238 100,267
--------- ---------
Total liabilities 95,550 142,129
--------- ---------
Commitments and contingencies
Shareholders' equity:
Preferred stock, $.01 par value; 2,000,000 shares
authorized; none issued -- --
Common stock, $1.00 par value; 75,000,000 shares
authorized; 32,704,449 shares outstanding as of
June 30, 1998 and 28,470,100 shares outstanding
as of December 31, 1997 32,704 28,470
Additional paid-in capital 289,315 145,917
Accumulated deficit (130,992) (143,506)
--------- ---------
Total shareholders' equity 191,027 30,881
--------- ---------
TOTAL $ 286,577 $ 173,010
========= =========
</TABLE>
- ----------
(1) Includes the amounts for the balance sheet of PR Nutrition, Inc, which
was acquired on August 21, 1998 and has been accounted for as a pooling of
interest.
3
<PAGE> 4
TWINLAB CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share amounts)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
1998 1997(1) 1998 1997(1)
---- ------- ---- -------
(unaudited) (unaudited)
(As restated, see Note 8) (As restated, see Note 8)
<S> <C> <C> <C> <C>
NET SALES $ 83,336 $ 53,236 $ 158,052 $ 103,811
COST OF SALES 40,160 28,794 76,815 56,437
--------- --------- --------- ---------
GROSS PROFIT 43,176 24,442 81,237 47,374
OPERATING EXPENSES 27,194 10,757 49,444 22,262
--------- --------- --------- ---------
INCOME FROM OPERATIONS 15,982 13,685 31,793 25,112
OTHER (EXPENSE) INCOME:
Interest income 825 43 926 90
Interest expense (2,260) (3,145) (5,368) (6,191)
Other 16 6 (55) 12
--------- --------- --------- ---------
(1,419) (3,096) (4,497) (6,089)
INCOME BEFORE PROVISION FOR INCOME TAXES
AND EXTRAORDINARY ITEM 14,563 10,589 27,296 19,023
PROVISION FOR INCOME TAXES 5,094 3,795 9,566 6,516
--------- --------- --------- ---------
INCOME BEFORE EXTRAORDINARY ITEM 9,469 6,794 17,730 12,507
EXTRAORDINARY ITEM, NET OF $1,816
PROVISION FOR INCOME TAXES (2,865) -- (2,865) --
--------- --------- --------- ---------
NET INCOME $ 6,604 $ 6,794 $ 14,865 $ 12,507
========= ========= ========= =========
BASIC INCOME PER SHARE
Income Before Extraordinary Item $ 0.30 $ 0.24 $ 0.59 $ 0.44
Extraordinary Item (0.09) -- (0.09) --
--------- --------- --------- ---------
Net Income $ 0.21 $ 0.24 $ 0.50 $ 0.44
========= ========= ========= =========
DILUTED INCOME PER SHARE
Income Before Extraordinary Item $ 0.29 $ 0.24 $ 0.58 $ 0.44
Extraordinary Item (0.09) -- (0.09) --
--------- --------- --------- ---------
Net Income $ 0.20 $ 0.24 $ 0.49 0.44
========= ========= ========= =========
Weighted Average Common Shares
Used In Computing Basic Income Per Share 32,031 28,150 30,261 28,150
========= ========= ========= =========
Weighted Average Common Shares
Used In Computing Diluted Income Per Share 32,327 28,175 30,435 28,170
========= ========= ========= =========
Pro forma relating to change in tax status:
Historical income before provision for income
taxes and extraordinary item $ 14,563 $ 10,589 $ 27,296 $ 19,023
Pro forma provision for income taxes 5,660 4,094 10,656 7,425
--------- --------- --------- ---------
Pro forma income before extraordinary item per share 8,903 6,495 16,640 11,598
Extraordinary item (2,865) -- (2,865) --
--------- --------- --------- ---------
Pro forma net income $ 6,038 $ 6,495 $ 13,775 $ 11,598
========= ========= ========= =========
Basic income before extraordinary item per share $ 0.28 $ 0.23 $ 0.55 $ 0.41
========= ========= ========= =========
Diluted income before extraordinary item per share $ 0.28 $ 0.23 $ 0.55 $ 0.41
========= ========= ========= =========
Basic net income per share $ 0.19 $ 0.23 $ 0.46 $ 0.41
========= ========= ========= =========
Diluted net income per share $ 0.19 $ 0.23 $ 0.45 $ 0.41
========= ========= ========= =========
</TABLE>
- --------
(1) Includes the operations of PR Nutrition, Inc, which was acquired on August
21, 1998 and has been accounted for as a pooling of interest.
4
<PAGE> 5
TWINLAB CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of dollars)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months Ended June 30,
1998 1997(1)
---- -------
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES: (As restated, see Note 8)
<S> <C> <C>
Net income $ 14,865 $ 12,507
Adjustment to reconcile net income to net cash provided by operating
activities:
Extraordinary item 2,865 --
Depreciation and amortization 1,957 921
Bad debt expense 22 216
Deferred income taxes 1,933 2,225
Changes in operating assets and liabilities:
Accounts receivable 6,912 677
Inventories (15,317) (9,500)
Prepaid expenses and other current assets (1,356) (432)
Accounts payable (1,003) 1,514
Accrued expenses and other current liabilities 283 (3,810)
--------- ---------
Net cash provided by operating activities 11,161 4,318
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of business (56,105) --
Proceeds from sale of property plant and equipment -- 2,491
Acquisition of property, plant and equipment (4,899) (3,003)
Increase in other assets (6,552) (67)
--------- ---------
Net cash used in investing activities (67,556) (579)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt 700 2,395
Distributions to shareholders (2,351) (2,415)
Net proceeds from second common stock offering 147,506 --
Payments of debt (14,102) (5,179)
Redemption of senior subordinated notes and related
premium (38,325) --
Proceeds from exercise of stock options 75 --
Principal payments of capital lease obligations (77) (72)
--------- ---------
Net cash provided by (used in) financing activities 93,426 (5,271)
--------- ---------
Net increase (decrease) in cash and cash equivalents 37,031 (1,532)
Cash and cash equivalents at beginning of period 4,212 3,955
--------- ---------
Cash and cash equivalents at end of period $ 41,243 $ 2,423
========= =========
Supplemental disclosures of cash flow information:
Cash paid during the periods for:
Interest $ 4,796 $ 5,745
========= =========
Income taxes $ 8,996 $ 5,701
========= =========
</TABLE>
- --------
(1) Includes the amounts for PR Nutrition, Inc, which was acquired on August
21, 1998 and has been accounted for as a pooling of interests.
5
<PAGE> 6
TWINLAB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
(All amounts in thousands, except share and per share data)
- --------------------------------------------------------------------------------
1. BASIS OF PRESENTATION
In the opinion of management, the accompanying consolidated unaudited
financial statements include all necessary adjustments (consisting of
normal recurring accruals) and present fairly the financial position of
Twinlab Corporation ("Twinlab") and subsidiaries (the "Company") as of
June 30, 1998, the results of its operations for the three months and six
months ended June 30, 1998 and 1997, and its cash flows for the six months
ended June 30, 1998 and 1997 in conformity with generally accepted
accounting principles for the interim financial information applied on a
consistent basis. The results of operations for the three months and six
months ended June 30, 1998 are not necessarily indicative of the results
to be expected for the full year.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been omitted. These financial statements should
be read in conjunction with the audited consolidated financial statements
and notes thereto included in Twinlab Corporation's December 31, 1997
Annual Report to Stockholders on Form 10-K as filed with the Securities
and Exchange Commission.
2. ACQUISITIONS
On April 30, 1998 the Company acquired substantially all of the assets and
assumed certain liabilities of the Bronson Division of Jones Medical
Industries, Inc. The purchase price was approximately $56.1 million,
including related fees and expenses. Bronson manufactures, markets and
distributes a line of over 350 vitamins, herbs, nutritional supplements
and health and beauty aids, which are sold under the Bronson(R) name
through catalogs and direct mailings to customers, including healthcare
and nutritional professionals and mail order and retail customers. Bronson
markets its MD Pharmaceutical(R) brand exclusively to United State
military commissaries. This transaction has been accounted for as a
purchase.
The following unaudited pro forma information assumes that the acquisition
of Bronson and Changes International (which was acquired in November 1997)
had occurred as of January 1, 1997, including the impact of the
amortization expense associated with intangible assets acquired, increased
interest expense on acquisition debt and related income tax effects. The
pro forma operations data has been prepared for comparative purposes only
and does not purport to represent what the Company's actual results of
operations would have been had the acquisitions, in fact, occurred on
January 1, 1997.
<TABLE>
<CAPTION>
Six Months Ended
June 30,
--------
1998 1997
---- ----
<S> <C> <C>
Net sales $168,069 $137,985
Income before extraordinary item 18,977 15,755
Basic and diluted income before
extraordinary item per share 0.61 0.52
Diluted weighted average shares
outstanding (in thousands) 31,302 30,084
</TABLE>
6
<PAGE> 7
On August 21, 1998, the Company acquired PR Nutrition, Inc. ("PR") of San
Diego, California for 1,150,000 shares of common stock having a market
value at the date of the merger of approximately $39.7 million. PR markets
and distributes nutritionally enhanced sports performance and nutrient
replacement products, which include food bars and powdered drinks, that
are marketed to active lifestyle consumers. The transaction has been
accounted for as a pooling-of-interests and, accordingly, the consolidated
financial statements have been retroactively restated to include the
accounts of PR for all periods presented. The following is a
reconciliation of certain restated amounts with amounts previously
reported:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
------- -------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
As previously reported $ 78,573 $ 44,567 $152,024 $ 95,736
Effect of PR pooling-of-interest 5,713 4,314 10,775 8,769
-------- -------- -------- --------
As restated (a) $ 84,286 $ 48,881 $162,799 $104,505
======== ======== ======== ========
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
------- -------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Income:
As previously reported $ 5,466 $ 4,738 $ 13,453 $ 10,405
Effect of PR pooling-of-interest 1,411 780 2,719 2,279
-------- -------- -------- --------
As restated(a) $ 6,877 $ 5,518 $ 16,172 $ 12,684
======== ======== ======== ========
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
------- -------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Diluted Income Per Share:
As previously reported $ 0.18 $ 0.18 $ 0.44 $ 0.37
Effect of PR pooling-of-interest 0.03 0.02 0.09 0.08
-------- -------- -------- --------
As restated(a) $ 0.21 $ 0.20 $ 0.53 $ 0.45
======== ======== ======== ========
</TABLE>
(a) Restated amounts do not give effect to the "restatement" described in Note
8.
PR was a Subchapter S Corporation for federal income tax purposes prior to the
transaction and accordingly, no federal income taxes were provided in its
financial statements prior to August 21, 1998. To allow for comparability, pro
forma results have been provided for all periods showing the combined results
with a pro forma provision for income.
7
<PAGE> 8
3. CONDENSED AND SUMMARIZED FINANCIAL INFORMATION
The Company's amended revolving credit facility and restrictive covenants
contained in the indenture governing the senior subordinated notes
restrict the payment of dividends and the making of loans, advances or
other distributions to Twinlab by any of its subsidiaries except in
certain limited circumstances. The condensed financial information of
Twinlab, on a stand-alone basis and with 1998 information restated for the
matter discussed in Note 8, is as follows:
<TABLE>
<CAPTION>
June 30, 1998 December 31, 1997
------------- -----------------
Condensed Balance Sheets
<S> <C> <C>
Assets
Cash $ 32,744 $ 169
Investment in subsidiaries 158,283 30,712
--------- ---------
$ 191,027 $ 30,881
========= =========
Shareholders' Equity
Preferred stock, $.01 par value;2,000,000 shares
authorized; none issued $ -- $ --
Common stock, $1.00 par value; 75,000,000
shares authorized; 32,704,449 outstanding as
of June 30, 1998 and 28,470,100 outstanding
as of December 31, 1997 32,704 28,470
Additional paid-in capital 289,315 145,917
Accumulated deficit (130,992) (143,506)
--------- ---------
$ 191,027 $ 30,881
========= =========
</TABLE>
<TABLE>
<CAPTION>
Three months Ended June 30, Six Months Ended June 30,
1998 1997 1998 1997
---- ---- ---- ----
Condensed Statements of Income
<S> <C> <C> <C> <C>
Equity interest in net income of subsidiaries $ 6,136 $ 6,823 $14,422 $12,635
Interest income 725 2 727 3
------- ------- ------- -------
Income before provision for income taxes 6,861 6,825 15,149 12,638
Provision for income taxes 257 31 284 131
------- ------- ------- -------
Net income $ 6,604 $ 6,794 $14,865 $12,507
======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended June 30,
1998 1997
---- ----
Condensed Statements of Cash Flow
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 14,865 $ 12,507
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Equity investments in subsidiaries (129,871) (12,504)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from second common stock offering 147,506 --
Proceeds from the exercise of stock options 75 --
--------- ---------
Net cash provided by financing activities 147,581 --
--------- ---------
Net increase in cash 32,575 3
Cash at beginning of period 169 162
--------- ---------
Cash at end of period $ 32,744 $ 165
========= =========
</TABLE>
Twin Laboratories Inc. ("Twin") is a direct wholly owned subsidiary of Twinlab.
Advanced Research Press, Inc. ("ARP"), Changes International of Fort Walton
Beach Inc. ("Changes"), Bronson Laboratories, Inc. and Health Factors
International, Inc., both of which form the Bronson Group ("Bronson")and PR
Nutrition ("PR"), are indirect wholly owned subsidiaries of Twinlab. Twinlab,
ARP, Changes, Bronson and PR are guarantors of the senior subordinated notes of
Twin.
8
<PAGE> 9
The assets, results of operations and shareholders' equity of Twin comprise
substantially all of the assets, results of operations and shareholders' equity
of Twinlab on a consolidated basis. Twinlab has no separate operations and has
no significant assets other than Twinlab's investment in Twin and, through Twin,
in ARP, Changes, Bronson and PR. Twin has no direct or indirect subsidiaries
other than ARP, Changes, Bronson and PR; and Twin has no other stockholder other
than Twinlab. Accordingly, the Company has determined that separate financial
statements of Twin, ARP, Changes, Bronson and PR would not be material to
investors and, therefore, are not included herein.
Summarized financial information (information as of June 30, 1998 and for the
three and six months ended June 30, 1998 and 1997 restated for the matter
discussed in Note 8) of Twin is as follows:
<TABLE>
<CAPTION>
As of June 30, 1998 As of December 31, 1997
------------------- -----------------------
<S> <C> <C>
Current assets $112,795 $89,398
Noncurrent assets 141,038 83,444
Current liabilities 33,573 45,952
Noncurrent liabilities 65,238 100,267
Shareholder's equity 155,022 26,623
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $ 83,336 $ 53,236 $158,052 $103,811
Gross profit 43,176 24,442 81,237 47,374
Net income 6,136 6,823 14,422 12,635
</TABLE>
Summarized financial information of ARP is as follows:
<TABLE>
<CAPTION>
As of June 30, 1998 As of December 31,1997
------------------- ----------------------
<S> <C> <C>
Current assets $1,943 $1,399
Noncurrent assets 189 193
Current liabilities 870 568
Noncurrent liabilities -- --
Shareholder's equity 1,262 1,024
<CAPTION>
Three months Ended June 30, Six Months Ended June 30,
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $1,235 $1,362 $2,578 $2,953
Gross profit 329 298 674 704
Net income 109 95 238 241
</TABLE>
Summarized financial information of Changes is as follows:
<TABLE>
<CAPTION>
As of June 30, 1998
-------------------
<S> <C>
Current assets $ 6,902
Noncurrent assets 12,843
Current liabilities 3,427
Noncurrent liabilities --
Shareholder's equity 16,318
<CAPTION>
Three Months Ended June 30, 1998 Six Months Ended June 30, 1998
-------------------------------- ------------------------------
<S> <C> <C>
Net sales $13,482 $26,048
Gross profit 11,274 21,524
Net income 1,124 2,084
</TABLE>
9
<PAGE> 10
Summarized financial information of Bronson Laboratories, Inc. is as follows
(see Note 2):
<TABLE>
<CAPTION>
As of June 30, 1998
-------------------
<S> <C>
Current assets $ 5,950
Noncurrent assets 41,588
Current liabilities 2,618
Noncurrent liabilities --
Shareholder's equity 44,920
<CAPTION>
Three Months Ended June 30, 1998
--------------------------------
<S> <C>
Net sales $2,755
Gross profit 1,508
Net income 210
</TABLE>
Summarized financial information of Health Factors International, Inc. is as
follows:
<TABLE>
<CAPTION>
As of June 30, 1998
-------------------
<S> <C>
Current assets $ 4,585
Noncurrent assets 7,596
Current liabilities 629
Noncurrent liabilities --
Shareholder's equity 11,552
<CAPTION>
Three Months Ended June 30, 1998
--------------------------------
<S> <C>
Net sales 1,811
Gross profit 456
Net income 158
</TABLE>
Summarized financial information of PR Nutrition is as follows:
<TABLE>
<CAPTION>
As of June 30, 1998 As of December 1997
------------------- -------------------
<S> <C> <C>
Current assets $2,623 $1,321
Noncurrent assets 418 365
Current liabilities 2,136 1,127
Noncurrent liabilities -- 22
Shareholder's equity 905 537
<CAPTION>
Three months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $ 5,713 $ 4,314 $10,775 $ 8,769
Gross profit 3,994 3,180 7,526 6,501
Net income 1,411 780 2,719 2,279
</TABLE>
10
<PAGE> 11
4. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
June 30, 1998 December 31, 1997
------------- -----------------
<S> <C> <C>
Raw Materials $27,892 $16,340
Work in Process 10,192 7,393
Finished Goods 21,770 13,792
------- -------
Total $59,854 $37,525
======= =======
</TABLE>
5. NET INCOME PER SHARE
In 1997, the Company adopted Statement of Financial Accounting Standards
("SFAS") No. 128, "Earnings Per Share" and restated net income per common
share for all periods presented. Basic net income per common share was
calculated based upon the weighted average number of common shares
outstanding during the respective periods. Diluted net income per common
share was calculated based upon the weighted average number of common
shares outstanding and includes potential common shares for dilutive
options outstanding during the respective periods.
The weighted average common shares outstanding for the computation of
basic net income per common share for the three months ended June 30, 1998
and 1997 were 32,031,000 and 28,150,000, respectively, and for the six
months ended June 30, 1998 and 1997 were 30,261,000 and 28,150,000,
respectively.
Additionally, for the diluted calculation, 296,266 and 24,657 of potential
common shares were included for the three months ended June 30, 1998 and
1997, respectively, and 174,105 and 20,300 of equivalent common shares
were included for the six months ended June 30, 1998 and 1997,
respectively.
6. RECENT ACCOUNTING PRONOUNCEMENTS
The Company adopted SFAS No. 130, "Reporting Comprehensive Income" in
1998. For the six months ended June 30, 1998 there were no items of
comprehensive income as defined in the pronouncement.
Recent pronouncements of the Financial Accounting Standards Board, which
are not required to be adopted at this date, include SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information",
SFAS No. 132, "Employers' Disclosures about Pensions and Other
Postretirement Benefits," and SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities". The Company is currently evaluating
the disclosure requirements of SFAS No.131. SFAS No.s 132 and 133 are not
expected to have a material impact on the Company's financial statements.
7. SECOND PUBLIC OFFERING
In April 1998, the Company completed a second public offering of 9.2
million shares of its common stock priced at $36.50 per share. Of the
total shares offered, 4.2 million shares were sold by the Company. The net
proceeds to the Company from the offering after expenses were
approximately $147.5 million. Of the net proceeds to the Company,
approximately $56.1 million was used to pay the purchase price for the
Bronson acquisition (discussed in Note 7), including related fees and
expenses; approximately $40.1 million was used to redeem $35.0 million of
the Company's senior subordinated notes at a redemption price of 109 1/2
percent, plus accrued and unpaid interest; approximately $9.9 million was
used to reduce outstanding borrowings under the Company's revolving credit
facility, including accrued and unpaid interest; and approximately $41.4
million was available for working capital and other general corporate
purposes.
In July, the Company purchased $18.1 million of its senior subordinated
notes on the open market at a price of 112 1/2 percent or $20.4 million
with interest of $.4 million totaling $20.8 million. The Company may from
time to time purchase additional senior subordinated notes in the open
market.
11
<PAGE> 12
8. RESTATEMENT
Subsequent to the issuance of the Company's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 1998, and in the course of
reviewing its 1998 year-end results in conjunction with its annual audit,
the Company concluded that certain revenues were incorrectly stated during
the first, second, and third quarters of 1998 and 1997. The sales relate
to irrevocable, unconditional, bona fide sales orders that were received
within a quarter but not completely shipped before the end of the quarter.
As a result, the Company's financial statements for the three months and
six months ended June 30, 1998 and 1997 have been restated from the
amounts previously reported to reflect the timing of certain sales between
quarters. The effect of the restatement is as follows:
<TABLE>
<CAPTION>
1998 1997
--------------------------------------------------------
As Previously As Previously
Reported (a) As Restated Reported(a) As Restated
--------------------------------------------------------
<S> <C> <C> <C> <C>
At June 30:
Accounts receivable $ 44,607 $ 39,860
Inventories 57,242 59,854
Accrued expenses and other
current liabilities 13,347 12,519
Accumulated deficit (129,685) (130,992)
For the three months ended June 30:
Net sales 84,286 83,336 $ 48,881 $ 53,236
Cost of sales 40,665 40,160 26,523 28,794
Provision for income taxes 5,266 5,094 2,987 3,795
Net income 6,877 6,604 5,518 6,794
Pro forma net income 6,311 6,038 5,219 6,495
Basic net income per share $ 0.21 $ 0.21 $ 0.20 $ 0.24
Diluted net income per share $ 0.21 $ 0.20 $ 0.20 $ 0.24
Basic pro forma net income
per share $ 0.20 $ 0.19 $ 0.19 $ 0.23
Diluted pro forma net income
per share $ 0.20 $ 0.19 $ 0.19 $ 0.23
For the six months ended June 30:
Net sales 162,799 158,052 104,505 103,811
Cost of sales 79,427 76,815 56,840 56,437
Provision for income taxes 10,394 9,566 6,630 6,516
Net income 16,172 14,865 12,684 12,507
Pro forma net income 15,082 13,775 11,775 11,598
Basic net income per share $ 0.53 $ 0.50 $ 0.45 $ 0.44
Diluted net income per share $ 0.53 $ 0.49 $ 0.45 $ 0.44
Basic pro forma net income
per share $ 0.50 $ 0.46 $ 0.42 $ 0.41
Diluted pro forma net income
per share $ 0.50 $ 0.45 $ 0.42 $ 0.41
</TABLE>
a) Amounts reflect the acquisition of PR Nutrition, Inc, which was accounted
for as a pooling-of-interests.
12
<PAGE> 13
ITEM 2.: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
The following discussion and analysis should be read in conjunction with the
response to Part I, Item 1 of this report.
The Company currently operates in one business segment, the manufacturing and
marketing of brand name nutritional supplements. Within this segment, the
Company operates in five primary business areas: the TWINLAB division, the
herbal products division, the network marketing division, the catalog mail order
division and the PR Nutrition business. Products sold under the Twinlab division
name include vitamins, minerals, amino acids, fish and marine oils, sports
nutrition products and special formulas. The herbal products division includes a
full line of herbal supplements and phytonutrients marketed by the Nature's
Herbs division and a full line of herbal teas marketed by the Alvita Tea
division. The PR Nutrition business markets and distributes a line of
nutritionally enhanced sports performance and nutrient replacement bars and
powdered drinks under the PR and Ironman Triathlon brands. The Company's network
marketing activities are conducted through Changes International, which was
acquired in November 1997. The catalog mail order division activities are
conducted through Bronson which was acquired on April 30, 1998. In addition, the
Company's publishing activities are conducted through its subsidiary, Advanced
Research Press, Inc.
Subsequent to the issuance of the Company's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 1998, and in the course of reviewing its
1998 year-end results in conjunction with its annual audit, the Company
concluded that certain revenues were incorrectly stated during the first,
second, and third quarters of 1998 and 1997. The sales relate to irrevocable,
unconditional, bona fide sales orders that were received within a quarter but
not completely shipped before the end of the quarter. As a result, the Company's
financial statements for the three months and six months ended June 30, 1998 and
1997 have been restated from the amounts previously reported to reflect the
timing of certain sales between quarters
RESULTS OF OPERATIONS
Six Months Ended June 30, 1998 Compared To Six Months Ended June 30, 1997
Net Sales: Net sales for the six months ended June 30, 1998 were $158.1 million,
an increase of $54.3 million, or 52.2%, as compared to net sales of $103.8
million for the six months ended June 30, 1997. The 52.2% increase was
attributable to increases in gross sales, which were due to the Company's
increased sales volume. TWINLAB brand net sales contributed $70.6 million, a
decrease of $5.5 million, or 7.4% as compared to $76.1 million for the six
months ended June 30, 1997. The decrease in net sales was primarily due to a
decrease in special formula product sales and an increase in discounts and
allowances on the TWINLAB brand products. Herbal products contributed $43.9
million, an increase of $27.6 million or 169.7% as compared to $16.3 million for
the six months ended June 30, 1997. The herbal category continued to benefit
from the strong demand for St.John's Wort, Gingko, Kava Kava and Saw Palmetto.
The PR bar and powdered drink products contributed $10.8 million, an increase of
22.9% or $2.0 million from $8.8 million for the six months ended June 30, 1997.
Publishing activities contributed $2.2 million as compared to $2.6 million for
the six months ended June 30, 1997. The network marketing division, which was
acquired in the fourth quarter of 1997, contributed $26.0 million to net sales.
The catalog mail order division acquired on April 30, 1998 contributed $4.6
million to net sales.
Gross Profit: Gross profit for the six months ended June 30, 1998 was $81.2
million, which represented an increase of $33.8 million, or 71.5%, as compared
to $47.4 million for the six months ended June 30, 1997. Gross profit margin was
51.4% for the six months ended June 30, 1998, as compared to 45.6% for the six
months ended June 30, 1997. The overall increase in gross profit dollars was
attributable to the Company's higher sales volume for the six months ended June
30, 1998. The increase in gross profit margin for the six months ended June 30,
1998, as compared to the six months ended June 30, 1997, was due primarily to
higher gross profit margins of the network marketing division.
13
<PAGE> 14
Operating Expenses: Operating expenses were $49.4 million for the six months
ended June 30, 1998, representing an increase of $27.1 million, or 122.1%, as
compared to $22.3 million for the six months ended June 30, 1997. As a percent
of net sales, operating expenses increased from 21.4% for the six months ended
June 30, 1997 to 31.3% for the six months ended June 30, 1998. The increase in
operating expenses and operating expenses as a percent of net sales was
primarily attributable to increased selling and marketing expenses and higher
general and administrative expenses resulting from the Company's increased level
of operations for the six months ended June 30, 1998, comprised primarily of an
increase in the Company's advertising expenses and increased commission expense
for the network marketing division.
Income from Operations: Income from operations was $31.8 million for the six
months ended June 30, 1998, representing an increase of $6.7 million, or 26.6%,
as compared to $25.1 million for the six months ended June 30, 1997. Income from
operations margin decreased to 20.1% of net sales for the six months ended June
30, 1998, as compared to 24.2% of net sales for the six months ended June 30,
1997. The increase in income from operations was primarily due to the Company's
higher sales volume together with higher gross margins. The decrease in income
from operations margins was primarily due to higher operating expenses as a
percent of net sales for the six months ended June 30, 1998.
Other Expense: Other expense was $4.5 million for the six months ended June 30,
1998, as compared to $6.1 million for the six months ended June 30, 1997. The
net decrease of $1.6 million is primarily due to increased interest income of
$0.8 million and decreased interest expense of $0.8 million, both primarily as a
result of reduced debt levels and increased cash balances which resulted
primarily from the Company's second public offering in April 1998 (see note 6 to
the Company's unaudited consolidated financial statements).
Three Months Ended June 30, 1998 Compared To Three Months Ended June 30, 1997
Net Sales: Net sales for the three months ended June 30, 1998 were $83.3
million, an increase of $30.1 million, or 56.5%, as compared to net sales of
$53.2 million for the three months ended June 30, 1997. The 56.5% increase was
attributable to increases in gross sales, which were due to the Company's
increased sales volume. Net sales of Twinlab products were $39.7 million, at the
same level for the three months ended June 30, 1997. Herbal products contributed
$18.7 million, an increase of $10.7 million, or 133.1%, from the $8.0 million in
net sales for the three months ended June 30, 1997. The herbal category
continued to benefit from the strong demand for St. John's Wort, Gingko, Kava
Kava and Saw Palmetto. The PR bar and powdered drink products contributed $5.7
million, an increase of 32.4% compared to $4.3 million for the three months
ended June 30, 1997. Publishing contributed $1.1 million as compared to $1.2
million for the three months ended June 30, 1997. The network marketing
division, which was acquired in the fourth quarter of 1997, contributed $13.5
million in net sales during the three months ended June 30, 1998. The catalog
mail order division acquired on April 30, 1998 contributed $4.6 million to net
sales.
Gross Profit: Gross profit for the three months ended June 30, 1998 was $43.2
million, which represented an increase of $18.8 million, or 76.6%, as compared
to $24.4 million for the three months ended June 30, 1998. Gross profit margin
was 51.8% for the three months ended June 30, 1998, as compared to 45.9% for the
three months ended June 30, 1997. The overall increase in gross profit dollars
was attributable to the Company's higher sales volume for the three months ended
June 30, 1998. The increase in gross profit margin for the three months ended
June 30, 1998, as compared to the three months ended June 30, 1997, was due
primarily to higher gross profit margins of the network marketing division.
Operating Expenses: Operating expenses were $27.2 million for the three months
ended June 30, 1998, representing an increase of $16.4 million, or 152.8%, as
compared to $10.8 million for the three months ended June 30, 1997. As a percent
of net sales, operating expenses increased from 20.2% for the three months ended
June 30, 1997 to 32.6% for the three months ended June 30, 1998. The increase in
operating expenses and operating expenses as a percent of net sales was
primarily attributable to increased selling and marketing expenses and higher
general and administrative expenses resulting from the Company's increased level
of operations for the three months ended June 30, 1998, comprised primarily of
an increase in the Company's advertising expenses and increased commission
expense for the network marketing division.
14
<PAGE> 15
Income From Operations: Income from operations was $16.0 million for the three
months ended June 30,1998, representing an increase of $2.3 million, or 16.8%,
as compared to $13.7 million for the three months ended June 30, 1997. Income
from operations margin decreased to 19.2% of net sales for the three months
ended June 30, 1998, as compared to 25.7% of net sales for the three months
ended June 30, 1997. The increase in income from operations was primarily due to
the Company's higher sales volume together with higher gross margins. The
decrease in income from operations margins was primarily due to higher operating
expenses as a percent of net sales for the three months ended June 30, 1998.
Other Expense: Other expense was $1.4 million for the three months ended June
30, 1998, as compared to $3.1 million for the three months ended June 30, 1997.
The net decrease of $1.7 million is primarily due to increased interest income
of $0.8 million and decreased interest expense of $0.9 million, both primarily
as a result of reduced debt levels and increased cash balances which resulted
primarily from the Company's second public offering in April 1998 (see note 6 to
the Company's unaudited consolidated financial statements).
Liquidity and Capital Resources
For the six months ended June 30, 1998, cash provided by operating activities
was $11.2 million, as compared to $4.3 million for the six months ended June 30,
1997. Cash provided from financing activities was $93.4 million for the six
months ended June 30, 1998, and cash used for financing activities was $5.3
million for the six months ended June 30, 1997. For the six months ended June
30, 1998, cash generated was a result of the second public offering of common
stock offset by payment of debt, including the redemption of $35 million
aggregate principal amount of senior subordinated notes.
Capital expenditures were $4.9 million and $3.0 million for the six months ended
June 30, 1998 and 1997, respectively. Capital expenditures were primarily for
the purchase of production equipment to expand capacity or improve manufacturing
efficiency and for the expansion of the Utah facility. Capital expenditures are
expected to be approximately $17.0 million during 1998, approximately $13.3
million of which will be used for the expansion of the Utah facility and the
remainder for the purchase of production equipment. The Company estimates that
its historical level of maintenance capital expenditures has been approximately
$0.5 million per fiscal year. The Company recently entered into a lease for
approximately 21,000 square feet of office space in Hauppauge, New York, for its
executive and administrative personnel and has entered into a lease for 106,000
square feet of space in Bohemia, New York for distribution, warehouse and
packaging (tablet and capsule) operations.
Twinlab has no operations of its own, and accordingly, has no independent means
of generating revenue. As a holding company, Twinlab's internal sources of funds
to meet its cash needs, including payment of expenses, are dividends and other
permitted payments from its direct and indirect subsidiaries. The indenture,
dated as of May 7, 1996, as amended, among Twinlab, Twin Laboratories Inc., ARP,
Changes International, Bronson, PR and State Street Bank and Trust Company, as
trustee, relating to the senior subordinated notes and the amended revolving
credit facility impose upon the Company certain financial and operating
covenants, including, among others, requirements that the Company maintain
certain financial ratios and satisfy certain financial tests, limitations on
capital expenditures and restrictions on the ability of the Company to incur
debt, pay dividends or take certain other corporate actions.
In April 1998, the Company completed a second public offering of 9.2 million
shares of its common stock priced at $36.50 per share. Of the total shares
offered, 4.2 million shares were sold by the Company. The net proceeds to the
Company from the offering after expenses were approximately $147.5 million. Of
the net proceeds to the Company, approximately $56.1 million was used to pay the
purchase price for the Bronson acquisition (discussed in Note 7 to the Company's
unaudited consolidated financial statements), including related fees and
expenses; approximately $40.1 million was used to redeem $35.0 million aggregate
principal amount of the Company's senior subordinated notes at a redemption
price of 109 1/2 percent, plus accrued and unpaid interest; approximately $9.9
million was used to reduce outstanding borrowings under the Company's revolving
credit facility, including accrued and unpaid interest; and approximately $41.4
million was available for working capital and other general corporate purposes.
On April 30, 1998 the Company acquired substantially all of the assets and
assumed certain liabilities of the Bronson Division of Jones Medical Industries,
Inc. The purchase price was approximately $56.1 million including related fees
and expenses. Bronson manufactures, markets and distributes a line of over 350
15
<PAGE> 16
vitamins, herbs, nutritional supplements and health and beauty aids, which are
sold under the Bronson(R) name through catalogs and direct mailings to
customers, including healthcare and nutritional professionals and mail order and
retail customers. Bronson also markets its MD Pharmaceutical(R) brand
exclusively to United States military commissaries.
In July, the Company purchased $18.1 million aggregate principal amount of
senior subordinated notes in the open market at a price of 112 1/2 percent or
$20.4 million with interest of $.4 million totaling $20.8 million. The Company
may from time to time purchase additional senior subordinated notes in the open
market.
Management believes that the Company has adequate capital resources and
liquidity to meet its borrowing obligations, fund all required capital
expenditures and actively pursue its business strategy for the next 18 to 24
months. The Company's capital resources and liquidity are expected to be
provided by the Company's cash flow from operations, borrowings under its
amended revolving credit facility and the remaining proceeds from its second
public offering. As of July 30, 1998, approximately $50 million of borrowings
were available under the amended revolving credit facility for working capital
requirements and general corporate purposes.
One of the Company's business strategies is to actively pursue acquisition
opportunities, including product line acquisitions, that complement or extend
existing products, expand its distribution channels or are compatible with its
business philosophy and strategic goals. Future acquisitions could be financed
by internally generated funds, bank borrowings, public offerings or private
placements of equity or debt securities, or a combination of the foregoing. Up
to $35 million of borrowings under the amended revolving credit facility,
subject to certain conditions and reductions, will be available to fund future
acquisitions. There can be no assurance that the Company will be able to make
acquisitions on terms favorable to the Company or that funds to finance an
acquisition will be available or permitted under the Company's financing
instruments.
Year 2000
The Company recognizes the importance of ensuring that neither its customers nor
its business operations are disrupted as a result of Year 2000 software
failures. The Company is communicating with customers, suppliers, financial
institutions and other vendors with which it does business to coordinate Year
2000 conversion efforts. Based on the results of this survey, the Company will
identify any existing risks to be addressed. At this time, the Company believes
that any risks are minimal. At the present time, the Company believes that its
systems are substantially Year 2000 compliant. Plans are in place to bring all
Company systems into compliance by mid-year 1999 with a total cost estimated to
be in the range of $50,000-$200,000. The Company does not expect Year 2000
issues to materially effect its products, services, competitive position or
financial performance. However, there can be no assurance that this will be the
case. The ability of third parties with whom the Company transacts business to
adequately address their Year 2000 issues is outside the Company's control.
There can be no assurance that the failure of such third parties to adequately
address their respective Year 2000 issues will not have a material adverse
effect on the Company's business, financial condition, cash flows and results of
operations.
Certain Factors That May Affect Future Results
Information contained or incorporated by reference in this periodic report on
Form 10-Q and in other SEC filings by the Company contains "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 which can be identified by the use of forward-looking terminology such
as "believes," "expects," "may," "will," "should" or "anticipates" or the
negative thereof of, other variations thereon or comparable terminology, or by
discussions of strategy. No assurance can be given that future results covered
by the forward-looking statements will be achieved, and other factors could also
cause actual results to vary materially from the future results covered in such
forward-looking statements.
16
<PAGE> 17
PART II
OTHER INFORMATION
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Annual Meeting of Stockholders of the Company was held on June
17,1998, at which meeting the stockholders voted to elect directors of the
Company, adopt the Twinlab Corporation 1998 Stock Incentive Plan and
ratify the appointment of Deloitte & Touche LLP as the Company's
independent auditors for the fiscal year ending December 31, 1998.
The results of the matters voted on the Annual Meeting are shown below.
(b) The nominees for election as directors of the Company are listed below,
together with the number of votes cast for, against, and withheld with
respect to each such nominee, as well as the number of non-votes with
respect to each such nominee:
<TABLE>
<CAPTION>
Nominee For Against Withheld Non-Voting
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Brian Blechman 19,846,630 0 103,657 11,600,962
Dean Blechman 19,846,680 0 103,607 11,600,962
Neil Blechman 19,846,580 0 103,707 11,600,962
Ross Blechman 19,846,605 0 103,682 11,600,962
Steve Blechman 19,846,705 0 103,582 11,600,962
John G. Danhakl 19,661,805 0 288,482 11,600,962
Jennifer Holden-Dunbar 19,847,005 0 103,282 11,600,962
Jonathan D. Sokoloff 19,670,805 0 279,482 11,600,962
Stephen Welling 19,726,538 0 223,749 11,600,962
</TABLE>
(c) Other matters voted upon at the meeting and the results of those votes are
as follows:
<TABLE>
<CAPTION>
For Against Abstain Non-Voting
-------------------------------------------------------
<S> <C> <C> <C> <C>
Adoption of the Twinlab
Corporation 1998 Stock Incentive Plan 16,481,808 3,441,361 27,118 11,600,962
Ratification of Deloitte & Touche
LLP as the Company's independent auditors 19,940,836 3,347 6,104 11,600,962
</TABLE>
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
27 Financial Data Schedule
(b) Reports on Form 8-K:
A report on Form 8-K was filed on May 12, 1998, with respect to the
Bronson acquisition.
A report on Form 8-KA was filed on July 14, 1998, with respect to the
Bronson acquisition.
17
<PAGE> 18
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.
TWINLAB CORPORATION
By: /s/ Ross Blechman
-----------------------------------------------
Ross Blechman
Chairman, President and Chief Executive Officer
By: /s/ John McCusker
-----------------------------------------------
John McCusker
Chief Financial Officer,
Dated: March 30, 1999
18
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 41,243
<SECURITIES> 0
<RECEIVABLES> 40,323
<ALLOWANCES> 463
<INVENTORY> 59,854
<CURRENT-ASSETS> 145,539
<PP&E> 31,745
<DEPRECIATION> 9,532
<TOTAL-ASSETS> 286,577
<CURRENT-LIABILITIES> 30,312
<BONDS> 0
0
0
<COMMON> 32,704
<OTHER-SE> 158,323
<TOTAL-LIABILITY-AND-EQUITY> 286,577
<SALES> 158,052
<TOTAL-REVENUES> 158,052
<CGS> 76,815
<TOTAL-COSTS> 76,815
<OTHER-EXPENSES> 49,444
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,368
<INCOME-PRETAX> 27,296
<INCOME-TAX> 9,566
<INCOME-CONTINUING> 17,730
<DISCONTINUED> 0
<EXTRAORDINARY> 2,865
<CHANGES> 0
<NET-INCOME> 14,865
<EPS-PRIMARY> 0.50
<EPS-DILUTED> 0.49
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<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 2,423
<SECURITIES> 0
<RECEIVABLES> 31,116
<ALLOWANCES> 438
<INVENTORY> 39,129
<CURRENT-ASSETS> 74,875
<PP&E> 22,415
<DEPRECIATION> 8,046
<TOTAL-ASSETS> 147,918
<CURRENT-LIABILITIES> 35,092
<BONDS> 0
0
0
<COMMON> 28,150
<OTHER-SE> (15,691)
<TOTAL-LIABILITY-AND-EQUITY> 147,918
<SALES> 103,811
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<CGS> 56,437
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<OTHER-EXPENSES> 22,262
<LOSS-PROVISION> 6,191
<INTEREST-EXPENSE> 19,023
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<EPS-PRIMARY> 0.44
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</TABLE>
