<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2000
Commission File Number 1-12599
VITA FOOD PRODUCTS, INC.
------------------------------------------------------------------
(Name of Small Business Issuer in its Charter)
NEVADA #36-3171548
- --------------------------------------- -------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
<TABLE>
<S> <C> <C>
2222 WEST LAKE STREET
CHICAGO, ILLINOIS (312) 738-4500 60612
- --------------------- ------------------------------------------------- ----------
(Address of principal Registrant's telephone number including area code (Zip Code)
executive offices)
</TABLE>
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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
--------- ---------
Number of shares outstanding of Registrant's common stock, par value $.01 per
share, as of May 10, 2000 is 3,712,471.
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VITA FOOD PRODUCTS, INC.
REPORT ON FORM 10-QSB FOR THE THREE MONTHS ENDED MARCH 31, 2000
INDEX
I. FINANCIAL INFORMATION:
Item 1. Financial Statements (unaudited)
Balance Sheets............................................ 3
Statements of Operations.................................. 4
Statements of Shareholders' Equity........................ 4
Statements of Cash Flows.................................. 5
Notes to Financial Statements............................. 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations....................... 6
II. OTHER INFORMATION......................................... 7
2
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BALANCE SHEETS VITA FOOD PRODUCTS, INC.
================================================================================
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
(UNAUDITED) (AUDITED)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current Assets
Cash $ 19,104 $ 52,548
Accounts receivable-trade, net of allowance for discounts, returns, and doubtful
accounts of $363,000 in 2000 and $250,000 in 1999 2,641,039 3,470,998
Inventories
Raw material and supplies 1,477,061 1,880,744
Work in process 104,258 96,156
Finished goods 1,410,699 1,625,364
Prepaid expenses and other current assets 396,328 371,706
Deferred income taxes 222,000 200,000
------------ ------------
Total Current Assets 6,270,489 7,697,516
Property, Plant and Equipment
Land 35,000 35,000
Building and improvements 1,765,332 1,747,147
Machinery and Office Equipment 5,478,598 5,292,751
------------ ------------
7,278,930 7,074,898
Less accumulated depreciation and amortization (4,408,302) (4,309,753)
------------ ------------
Net Property Plant & Equipment 2,870,628 2,765,145
Other Assets 125,417 134,280
------------ ------------
Total Assets $ 9,266,534 $ 10,596,941
- -------------------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Current maturities of long-term obligations $ 356,736 $ 526,095
Accounts payable 1,602,640 2,105,711
Accrued other expenses 734,866 1,058,483
------------ ------------
Total Current Liabilities 2,694,242 3,690,289
Long-term Obligations, Less Current Maturities 3,997,507 4,375,754
Commitments and Contingencies
Shareholders' Equity
Preferred stock, $.01 par value, authorized 1,000,000 shares: none issued
Common stock, $.01 par value, authorized 10,000,000 shares: issued and
outstanding 3,712,471 shares in 2000 and 3,712,471 shares in 1999 37,124 37,124
Additional paid in capital 3,359,800 3,359,800
Retained Earnings (822,139) (866,026)
------------ ------------
Total Shareholders' Equity 2,574,785 2,530,898
------------ ------------
Total Liabilities and Shareholders' Equity $ 9,266,534 $ 10,596,941
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
3
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STATEMENTS OF OPERATIONS VITA FOOD PRODUCTS, INC.
================================================================================
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31,
2000 1999
(UNAUDITED) (UNAUDITED)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Sales $ 6,218,402 $ 5,380,252
Cost of Goods Sold 4,519,859 3,923,865
----------- -----------
Gross Margin 1,698,543 1,456,387
Selling and Administrative Expenses
Selling, Marketing & Distribution 1,056,070 931,499
Administrative 519,479 509,706
----------- -----------
Total 1,575,549 1,441,205
----------- -----------
Operating Profit (Loss) 122,994 15,182
Interest 101,107 82,885
----------- -----------
Income (loss) Before Income Tax Expense (benefit) 21,887 (67,703)
Income Tax Expense (Benefit) (22,000) (25,050)
----------- -----------
Net Income (Loss) $ 43,887 ($42,653)
Basic Earnings (Loss) Per Share $0.01 ($0.01)
Weighted Average Common Shares Outstanding 3,712,471 3,704,724
Diluted Earnings (Loss) Per Share $0.01 ($0.01)
Weighted Average Common Shares Outstanding 3,733,320 3,704,724
</TABLE>
STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED) VITA FOOD PRODUCTS, INC.
================================================================================
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
----------------------- PAID-IN RETAINED
SHARES AMOUNT CAPITAL EARNINGS TOTAL
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance, at January 1, 1999 3,704,724 $37,047 $ 3,353,583 ($1,176,395) $2,214,235
Net income (loss) ($42,653) ($42,653)
--------- ------- ----------- ----------- ----------
Balance, at March 31, 1999 3,704,724 $37,047 $ 3,353,583 ($1,219,048) $2,171,582
- -------------------------------------------------------------------------------------------------------------------------
Balance, at January 1, 2000 3,712,471 $37,124 $ 3,359,800 ($866,026) $2,530,898
Net income (loss) $ 43,887 $ 43,887
--------- ------- ----------- ----------- ----------
Balance, at March 31, 2000 3,712,471 $37,124 $ 3,359,800 ($822,139) $2,574,785
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
4
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STATEMENTS OF CASH FLOWS VITA FOOD PRODUCTS, INC.
================================================================================
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 31
2000 1999
(UNAUDITED) (UNAUDITED)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) 43,887 (45,653)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation and amortization 99,040 85,152
Changes in assets and liabilities:
Decrease (increase) in accounts receivable 829,959 1,382,059
Income tax (deferred) (22,000) (25,050)
Decrease (increase) in inventories 610,246 1,075,900
Decrease (increase) in prepaid expenses and other current assets (24,622) (119,501)
Increase (decrease) in accounts payable (503,071) (667,665)
Increase (decrease) in accrued expenses (323,617) (212,262)
---------- ----------
Net cash provided by (used in) operating activities 709,822 1,475,980
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (204,032) (188,466)
Other assets 8,372 (26,046)
---------- ----------
Net cash used in investing activities (195,660) (214,512)
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings (payments) under revolving loan facility (332,363) (1,219,736)
Payments on term loan facility (61,612) (61,612)
Payments of capital lease obligations 36,466 (19,409)
Proceeds from (payments on) bank and other debt obligations (190,097) 0
---------- ----------
Net cash provided by (used in) financing activities (547,606) (1,300,757)
---------- ----------
Net increase (decrease) in cash (33,444) (39,289)
Cash, at beginning of period 52,548 78,488
---------- ----------
Cash, at end of Period 19,104 39,199
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
5
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VITA FOOD PRODUCTS, INC.
NOTES TO FINANCIAL STATEMENTS
(unaudited)
The accompanying unaudited interim financial statements have been prepared in
accordance with the instructions for Form 10-QSB and do not include all the
information and footnotes required by generally accepted accounting principles
for complete financial statements and should be read in conjunction with the
financial statements and related notes included in the Company's Annual Report
on Form 10-KSB for the year ended December 31, 1999. In the opinion of
management, all adjustments necessary for a fair presentation of such interim
financial statements have been included. All such adjustments are of a normal
recurring nature.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2000 AND THE THREE MONTHS ENDED
MARCH 31, 1999
REVENUES. Net sales for the three months ended March 31, 2000 were $6,218,000,
compared to $5,380,000 for the same period in 1999, an increase of $838,000 or
16%. The increase in sales was attributable in part to increased penetration in
several geographic markets and continued strong demand for salmon products. The
breakdown by product group was a combination of a 10% increase in sales of
herring products, a 26% increase in sales of salmon products, and a 4% decrease
in the sale of other specialty products. Herring, salmon, and specialty product
sales represented 51%, 41%, and 8% of the Company's total sales during this
period, respectively.
GROSS MARGIN. Gross margin for the three months ended March 31, 2000 was
$1,699,000, compared to $1,456,000 for the same period in 1999, an increase of
$243,000 or 17%. As a percentage of net sales, gross margin was 27.3% in the
three months versus 27.1% in the same period in 1999, an increase of 0.2%. The
increase in the gross margin percentage was largely attributable to lower
overhead costs per unit produced, which were achieved as a result of increased
production levels and relatively fixed overhead.
OPERATING EXPENSES. Selling, marketing and administrative expenses for the three
months ended March 31, 2000 were $1,576,000, compared to $1,441,000 for the same
period in 1999, an increase of $135,000 or 9%. As a percentage of net sales,
selling, marketing and administrative expenses decreased to 25.3% from 26.8% for
the same period in 1999, a decrease of 1.5%. The decrease in the selling,
marketing, distribution and administrative expense margin was primarily
attributable to the fact that most general and administrative expenses, which
comprise approximately one-third of selling, marketing and administrative
expenses, are not variable with sales. Administrative expenses increased 2%
compared to the revenue increase of 16%.
INTEREST EXPENSE. Interest expense for the three months ended March 31, 2000 was
$101,000, compared to $83,000 for the same period in 1999, an increase of
$18,000 or 22%. This increase was attributable to higher interest rates and an
increase in the margin over prime that the Company pays on its bank credit
facilities. As a result, the average interest rate the Company paid on its bank
credit facilities increased from 7.75% to approximately 9.25%, an increase of
1.5%.
INCOME TAXES. The Company provided for an income tax benefit of $22,000 for the
three months ended March 31, 2000, compared to an income tax benefit of $25,000
for the same period in 1999. In 2000, the Company used a portion of its net
operating loss carryforward; in addition, the Company reduced the reserve on its
deferred income taxes as a result of a higher expected future utilization of its
net operating loss carryforward. Both income tax benefits represent the
expectation of future tax benefits.
6
<PAGE> 7
NET INCOME (LOSS). As a result of the increases and decreases discussed above,
net income for the three months ended March 31, 2000 was $44,000 or $0.01 per
share compared to net loss of $43,000 or $0.01 per share for the same period in
1999, an increase in net income of $87,000 or $0.02 per share.
FINANCIAL CONDITION
At March 31, 2000, the Company had $3,576,000 in working capital, compared to
$4,007,000 at December 31, 1999, a decrease of $431,000 or 11%. The decrease was
primarily attributable to the Company's typical slowdown following the busiest
quarter of the year. Accounts receivable and inventories are substantially
higher at the end of the fiscal year due to the very heavy fourth quarter.
At March 31, 2000, the Company had $19,000 in cash and a revolving credit
facility of $5,250,000 and term facility of $1,500,000 with its lender, each of
which expire April 30, 2001. Amounts outstanding under the revolving facility
and the term facility at March 31, 2000 were $3,445,000 and $431,000,
respectively. The rate of interest on both facilities was the prime rate plus
0.5%, but effective May 1, 2000, the rate of interest will be the prime rate or
Libor plus 2.45%. The facilities contain customary representations, warranties,
and covenants. At March 31, 2000, the Company was in compliance with the
covenants under its credit agreement.
Since December 31, 1999, the Company's current ratio increased to 2.3 from 2.1,
due to the working capital changes discussed above. The ratio of long-term debt
to total capitalization decreased to 61% from 63%, primarily as a result of the
improved profitability in 2000. The Company believes its financial resources are
adequate to fund its needs for the next twelve months.
CASH FLOWS FROM OPERATING ACTIVITIES. Net cash provided by operating activities
was $710,000 for the three months ended March 31, 2000, compared to net cash
provided by operating activities of $1,476,000 for the same period in 1999. This
decrease was primarily attributable to lower reductions in accounts receivable
and inventories during this period as compared to the prior year period. The
lower reduction in accounts receivable was primarily due to increased sales in
March 2000 as compared to March 1999. The lower reduction in inventories was
primarily due to relatively higher expected sales volume in months following the
end of the first quarter.
CASH FLOWS FROM INVESTING ACTIVITIES. Net cash used in investing activities was
$196,000 for the three months ended March 31, 2000, compared to $215,000 for the
same period in 1999, a decrease of $19,000 or 9%.
CASH FLOWS FROM FINANCING ACTIVITIES. Net cash used in financing activities was
$548,000 for the three months ended March 31, 2000, compared to $1,301,000 for
the same period in 1999. The decrease in net cash used in financing activities
was primarily attributable to the changes outlined above which generated cash to
pay down the Company's revolving line of credit.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1.7 Eighth Amendment to Loan and Security Agreement
27.1 Financial Data Schedule
(b) No reports on Form 8-K were filed during the quarter for which
this report is filed.
7
<PAGE> 8
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
VITA FOOD PRODUCTS, INC.
Date: May 10, 2000 By: /s/ Stephen D. Rubin
-----------------------------
Stephen D. Rubin
President
(Principal Executive Officer)
Date: May 10, 2000 By: /s/ Jay H. Dembsky
---------------------------
Jay H. Dembsky
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
8
<PAGE> 1
EIGHTH AMENDMENT TO
LOAN AND SECURITY AGREEMENT
THIS EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is
made as of April 30, 2000, by and between AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO (the "Lender") and VITA FOOD PRODUCTS, INC., a Nevada
corporation (the "Borrower").
W I T N E S S E T H:
--------------------
WHEREAS, Borrower (by reason of merger) and Lender entered into a Loan and
Security Agreement dated as of March 20, 1995, as thereafter amended from time
to time (collectively, the "Credit Agreement"); and
WHEREAS, Borrower has requested certain modifications to the Credit
Agreement; and
WHEREAS, Lender is willing to grant such modifications on the terms and
conditions contained herein;
NOW, THEREFORE, in consideration of the mutual promises herein contained,
and other good and valuable consideration, the receipt and sufficiency of which
is acknowledged by the parties hereto, it is hereby agreed as follows:
1. The recitals hereinabove contained shall form a part of this Amendment
and this Amendment shall be construed in the light thereof All capitalized terms
contained herein and not otherwise defined shall have the same meaning as
contained in the Credit Agreement.
2. Section 1.64 of the is hereby amended by deleting the date "April 30, 2000"
and by inserting in place thereof the date April 30, 2001.
3. The following definitions are added to Section 1:
1.68 "Net Worth" means, as of any particular date, the shareholders';
equity as determined in accordance with generally accepted accounting
principles, excluding therefrom the value of all goodwill, patents,
trademarks, copyrights, licenses, prepaid expenses, deferred taxes,
deferred charges or other general intangibles.
1.68 "Interest Payment Date" means, with respect to any LIBOR Rate Loan,
the last day of each Interest Period applicable to such Loan and, with
respect to Prime Rate Loans, the last Business Day of each month and each
date a Prime Rate Loan is converted into a LIBOR Rate Loan.
1.69 "Interest Period" means, with respect to any LIBOR Rate Loan, the
period commencing on the Business Day the Loan is disbursed or continued or
on the
<PAGE> 2
Conversion Date on which the Loan is converted to the LIBOR Rate Loan and
ending on the date three or six months thereafter, as selected by the
Borrower in its Notice of Borrowing or Notice of Conversion/Continuation;
provided that:
(a) if any Interest Period pertaining to a LIBOR Rate Loan would
otherwise end on a day which is not a Business Day, that Interest
Period shall be extended to the next succeeding Business Day unless
the result of such extension would be to carry such Interest Period
into another calendar month, in which event such Interest Period shall
end on the immediately preceding Business Day;
(b) any Interest Period pertaining to a LIBOR Rate Loan that
begins on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall end on the last Business Day
of the calendar month at the end of such Interest Period; and
(c) no Interest Period shall extend beyond the Revolving
Termination Date.
1.70 "LIBOR" means the offered rate per annum for deposits of Dollars for a
period of time equal to the applicable Interest Period requested by
Borrower that appears on Telerate Page 3750 as of 11:00 A.M. (London,
England time ) two (2) Business Days prior to the first day in such
Interest Period. If no such offered rate exists, such rate will be the rate
of interest per annum, as determined by the Agent (rounded upwards, if
necessary, to the nearest 1/16 of 1%) at which deposits of Dollars in
immediately available funds are offered at 11:00 A.M. (London, England
time) two (2) Business Days prior to the first day in such Interest Period
by major financial institutions reasonably satisfactory to the Lender in
the London interbank market for such Interest Period and for an amount
equal or comparable to the principal amount of the Revolving Loans
outstanding on such date of determination. If no such deposits are offered
by such institutions, such rate will be the rate in effect for the prior
Interest Period
1.71 "LIBOR Rate Loan" means a Loan that bears interest based on the LIBOR
Rate.
4. Section 2.6 of the Agreement is deleted in its entirety and in lieu
thereof is inserted the following:
(a) Subject to subsection 2.6(d), each Revolving Loan shall bear
interest on the outstanding principal amount thereof from the date
when made
2
<PAGE> 3
until paid at a rate per annum equal to the LIBOR Rate plus
2.45% or the Prime Rate, as the case may be (the "Note Rate").
(b) Interest on each Revolving Loan shall be paid in
arrears on the first day of each month hereafter commencing May
1, 2000. Interest shall also be paid on the Termination Date,
and, during the existence of any Event of Default interest shall
be payable on demand of the Lender.
(c) While any Event of Default exists and is continuing
and/or after maturity of the Loans (whether by acceleration or
otherwise), at the option of Lender, the Borrower shall pay
interest (after as well as before entry of judgment thereon to
the extent permitted by law) on the principal amount of all
Loans due and unpaid, at a rate per annum equal to the Prime
Rate plus three percent(3%); provided, however, that, on and
after the expiration of any Interest Period applicable to any
LIBOR Rate Loan outstanding on the date of occurrence of such
Event of Default or maturity, the principal amount of such Loan
shall, during the continuation of such Event of Default and/or
after acceleration, bear interest at a rate per annum equal to
the Prime Rate plus three percent(3%).
(d) Anything herein to the contrary notwithstanding, the
obligations of the Borrower hereunder shall be subject to the
limitation that payments of interest shall not be required, for
any period for which interest is computed hereunder, to the
extent (but only to the extent) that contracting for or
receiving such payment by the respective Lender would be
contrary to the provisions of any law applicable to such Lender
limiting the highest rate of interest which may be lawfully
contracted for, charged or received by such Lender, and in such
event the Borrower shall pay such Lender interest at the highest
rate permitted by applicable law.
(e) Interest shall be based on the average daily
outstanding loans for each month and shall be computed on the
basis of a year of 360 days and actual days elapsed and shall be
payable as provided in Section 4.2 of this Agreement. Any change
in the Prime Rate shall be effective as of the effective date
stated in the announcement by Lender of such change.
(f) The Lender will with reasonable promptness notify the
Borrower of the effective date and the amount of each such
change, provided that any failure to do so shall not relieve the
Borrower of any liability hereunder or provide the basis for any
claim against the Lender.
5. Section 2.8 of the Agreement is hereby deleted in its entirety and in
lieu thereof is inserted the following:
3
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(a) Procedure for Borrowing.
(1) Each Borrowing shall be made upon the Borrower's
irrevocable written notice delivered to the Lender in the
form of a Notice of Borrowing (which notice must be received
by the Lender prior to 10:00 a.m. (Chicago time) on the
requested Borrowing date in the case of each Prime Rate Loan
and on the day which is two (2) Business Days prior to the
requested Borrowing date in the case of each LIBOR Rate
Loan. Such Notice of Borrowing shall specify.
(i) the amount of the Borrowing (which, in
the case of a Borrowing of LIBOR Rate Loans, shall be
in an agreement minimum principal amount of one million
dollars ($1,000,000) or any multiple of one hundred
thousand dollars ($100,000) in excess thereof);
(ii) the requested Borrowing date, which shall
be a Business Day;
(iii) whether the Borrowing is to be comprised of
LIBOR Rate Loans or Prime Rate Loans;
(iv) if the Borrowing is to be LIBOR Rate Loans,
the Interest Period applicable to such Loans;
(v) The proceeds of all such Loans will
then be made available to the Borrower by the Lender by
crediting the account of the Borrower on the books of
the Lender.
(2) If such Loan is to be a Revolving Loan,
such notice shall be accompanied by a Borrowing Base
Certificate. If such Loan is to be a Term Loan, such
notice shall be accompanied by such documentation as
Lender may request relating to the Equipment to be
financed with such Term Loan.
(2) Unless the Lender shall otherwise agree, during the
existence of a Default or an Event of Default, the Borrower may
not elect to have a Loan be made as, or converted into or
continued as, a LIBOR Rate Loan.
(3) After giving effect to any Borrowing, there shall not
be more than three (3) different Interest Periods in effect.
4
<PAGE> 5
(ii) the aggregate amount of Loans to be converted or
renewed;
(iii) the nature of the proposed conversion or
continuation; and
(iv) the duration of the requested Interest Period with
respect to any Loans to be converted or continued as LIBOR Rate
Loans.
(c) If upon the expiration of any Interest Period
applicable to LIBOR Rate Loans, the Borrower has failed to
select timely a new Interest Period to be applicable to such
LIBOR Rate Loans, as the case may be, or if any Default or Event
of Default shall then exist, the Borrower shall be deemed to
have elected to convert such LIBOR Rate Loans into Prime Rate
Loans effective as of the expiration date of such current
Interest Period.
7. Not Used.
8. Section 10.2(W) is hereby deleted in its entirety and in lieu thereof
is inserted the following:
Permit Borrower's Ratio of indebtedness to Net Worth to be greater
than 5.0 to 1.0, measured at the end of each fiscal quarter thereafter.
9. Section 10.2(X) is hereby deleted and in lieu thereof is inserted the
following:
Permit Net Worth, as at the end of any fiscal quarter hereafter, to
be less than $1,600,000.
10. Exhibit L of the Credit Agreement is amended and restated in its
entirety by the Amended and Restated Revolving Note, a copy of which is attached
hereto as Schedule 1, and all references to the Revolving Note contained in the
Credit Agreement shall mean and be references to said Amended and Restated
Revolving Note.
11. Borrower shall also execute the Amended and Restated Term Note, a
copy of which is attached hereto as Schedule 2.
12. Borrower agrees to execute and deliver to Lender this Amendment, the
Amended and Restated Revolving Note, the Amended and Restated Term Note, and
such additional documents, including financing statements, as may be necessary
to effectuate the purpose of this Amendment.
6
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13. Borrower shall pay to Lender the reasonable legal fees and expenses
of counsel incurred in connection with the preparation of this Amendment and
related documentation.
14. Borrower expressly acknowledges and agrees that all collateral,
security interests, liens, pledges, and mortgages heretofore, under this
Amendment, or hereafter granted to Lender, including, without limitation, such
collateral, security interests, liens, pledges and mortgages granted under the
Credit Agreement, and all other supplements to the Credit Agreement, extend to
and cover all of the obligations of Borrower to Lender, now existing or
hereafter arising including, without limitation, those arising in connection
with the Credit Agreement, as amended by this Amendment, upon the terms set
forth in such agreements, all of which security interests, liens, pledges, and
mortgages are hereby ratified, reaffirmed, confirmed and approved.
15. Borrower represents and warrants to Lender that (i) it has all
necessary power and authority to execute and deliver this Amendment and perform
its obligation hereunder, (ii) this Amendment and the Credit Agreement, as
amended hereby, constitute the legal, valid and binding obligations of Borrower
and are enforceable against Borrower in accordance with their terms, and (iii)
all representations and warranties of Borrower contained in the Credit
Agreement, as amended, and all other agreements, instruments and other writing
relating thereto, are true, correct and complete as of the date hereof.
16. The parties hereto acknowledge and agree that the terms and provisions
of this Amendment amend, add to and constitute a part of the Credit Agreement.
Except as expressly modified and amended by the terms of this Amendment, all of
the other terms and conditions of the Credit Agreement and all documents
executed in connection therewith or referred to or incorporated therein remain
in full force and effect and are hereby ratified, reaffirmed, confirmed and
approved.
17. If there is an express conflict between the terms of this Amendment
and the terms of the Credit Agreement, or any of the other agreements or
documents executed in connection therewith or referred to or incorporated
therein, the terms of this Amendment shall govern and control.
18. This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original.
19. This Amendment was executed an delivered in Chicago, Illinois and
shall be governed by and construed in accordance with the internal laws (as
opposed to conflicts of law provisions) of the State of Illinois.
(THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK)
7
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IN WITNESS WHEREOF, this Credit Agreement has been duly executed as of the
day and year specified at the beginning hereof.
AMERICAN NATIONAL BANK AND VITA FOOD PRODUCTS, INC., A Nevada
TRUST COMPANY OF CHICAGO corporation
By: By:
------------------------------- ---------------------------------
Title: Title:
----------------------------- -----------------------------
8
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-QSB
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL INFORMATION.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
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0
0
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