SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
FORM 10-Q
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended
December 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
for the transition period from
___________________________ To ___________________________
Commission File Numbers 333-23893; 333-23893-01; 333-23893-02; 333-23893-03
--------------------------------------
CFP HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 95-4413619
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
2013
(Primary Standard Industrial
Classification Code Number)
CFP GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 95-4616486
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
2013
(Primary Standard Industrial
Classification Code Number)
CUSTOM FOOD PRODUCTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
California 95-3760291
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
2013
(Primary Standard Industrial
Classification Code Number)
QF ACQUISITION CORP.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 22-3174301
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
2013
(Primary Standard Industrial
------------------------------------
1117 West Olympic Blvd.
Montebello, CA 90640
(Address, Including Zip Code of Registrant's Principal Executive Offices)
800-423-3903
(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 shorter period that the registrant was required
to file such reports), and (2) has been subject to filing requirements for the
past 90 days.
[x] YES [ ] NO
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at January 31, 1999
----- -------------------------------
Voting Common Stock - Class A, $.01 par value 14,705
Non-voting common Stock - Class A, $.01 par value 11,241
Non-voting common Stock - Class B $.01 par value 3,059
<PAGE>
CFP Group, Inc. and Subsidiaries
FORM 10-Q
INDEX
Part I. Financial Information Page #
Item 1. Financial Statements ------
Consolidated Balance Sheets -
March 31, 1998 and December 31, 1998 1
Consolidated Statements of Operations -
Three months and nine months ended
December 31, 1998 and 1997 2
Consolidated Statements of Cash Flows -
Nine months ended December 31, 1998 and 1997 3
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K 11
Signatures
Exhibit Index
<PAGE>
Part I Financial Information
<TABLE>
Item 1. Financial Statements
CFP GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ASSETS
<CAPTION>
March 31, December 31,
1998 1998
--------- ---------
(in thousands)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,344 $ 1,683
Accounts receivable, net of allowance for doubtful accounts of $115,000
and $225,000 at March 31, 1998 and December 31, 1998, respectively 12,007 11,668
Inventories 15,718 14,331
Prepaid expenses and other current assets 890 1,003
--------- ---------
Total current assets 29,959 28,685
Property and equipment, net 27,004 29,099
Costs in excess of net assets acquired, net 68,608 66,048
Intangible and other assets, net 7,508 6,805
--------- ---------
Total $ 133,079 $ 130,637
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Current portion of long-term debt $ 2,232 $ 735
Accounts payable 6,816 5,096
Accrued expenses and other current liabilities 5,404 9,254
--------- ---------
Total current liabilities 14,452 15,085
--------- ---------
Long term debt 141,267 141,040
--------- ---------
Commitments and contingencies
Redeemable common stock 2,319 2,319
--------- ---------
Stockholders' deficiency:
Preferred stock, $.01 par value; 6,472 shares authorized, none issued and
outstanding
Voting common stock - Class A, $.01 par value; 100,000 shares authorized,
14,705 shares issued and outstanding 3,196 3,196
Nonvoting common stock - Class A, $.01 par value; 25,000 shares
authorized, 11,241 (inclusive of 3,011 shares classified as redeemable
common stock) shares issued and outstanding 2,204 2,204
Nonvoting common stock - Class B, $.01 par value; 25,000 shares
authorized, 3,059 shares (inclusive of 2,162 shares classified as redeemable
common stock) issued and outstanding 623 623
Stockholders' notes receivable (203) (203)
Accumulated deficit (30,779) (33,627)
--------- ---------
Total stockholders' deficiency (24,959) (27,807)
--------- ---------
Total $ 133,079 $ 130,637
========= =========
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
1
<PAGE>
<TABLE>
CFP GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<CAPTION>
Three Months Ended Nine Months Ended
-------------------------- --------------------------
December 31, December 31, December 31, December 31,
1997 1998 1997 1998
--------- --------- --------- ---------
(in thousands)
<S> <C> <C> <C> <C>
Sales $ 47,335 $ 46,137 $ 138,683 $ 135,483
Cost of Sales 40,660 37,376 116,448 109,441
--------- --------- --------- ---------
Gross Profit 6,675 8,761 22,235 26,042
Selling, general and administrative expenses 4,503 4,848 12,789 14,398
Terminated transaction related costs 256
--------- --------- --------- ---------
Income from operations 2,172 3,913 9,446 11,388
Interest expense 4,332 4,306 12,894 13,002
--------- --------- --------- ---------
Loss before income taxes and extraordinary item (2,160) (393) (3,448) (1,614)
Provision for income taxes 231
--------- --------- --------- ---------
Net loss before extraordinary item (2,160) (393) (3,448) (1,845)
Extraordinary loss on early extinguishment of debt 1,003
--------- --------- --------- ---------
Net loss $ (2,160) $ (393) $ (3,448) $ (2,848)
========= ========= ========= =========
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
2
<PAGE>
<TABLE>
CFP GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
Nine Months Ended
Dec. 31, Dec. 31,
1997 1998
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (3,448) $ (2,848)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Depreciation and amortization 4,943 4,850
Amortization of deferred financing costs and original issue discount 962 898
Loss on Sale of Equipment 15
Extraordinary loss on early extinguishment of debt 1,003
Changes in assets and liabilities:
Accounts receivable (1,585) 338
Inventories (7,462) 1,387
Prepaid expenses and other current assets 697 (54)
Income taxes receivable/payable 88
Accounts payable 4,411 (1,721)
Accrued expenses and other current liabilities 3,811 3,764
-------- --------
Net cash provided by operating activities 2,344 7,705
-------- --------
Cash flows from investing activities:
Acquisition of property and equipment (4,258) (4,385)
Proceeds from sale of equipment 1,137
Other assets (435) (721)
-------- --------
Net cash used in investing activities (3,556) (5,106)
-------- --------
Cash flows from financing activities:
Borrowings under revolving loan facility 15,000 9,144
Repayment of revolving loan facilities (12,500) (10,500)
Proceeds from issuance of long term-debt 992 14,127
Repayment of long-term debt and capitalized lease obligations (1,270) (14,496)
Deferred financing costs (308) (615)
Proceeds from sale of common stock 15
Collection of shareholder notes receivable 1
Purchase of common stock (63)
-------- --------
Net cash provided by (used in) financing activities 1,867 (2,340)
-------- --------
Net (decrease) increase in cash 655 339
Cash, beginning of period 2,139 1,344
-------- --------
Cash, end of period $ 2,794 $ 1,683
======== ========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 8,328 $ 9,139
Income taxes $ 0 $ 131
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
3
<PAGE>
CFP GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of CFP
Group, Inc. and its wholly-owned subsidiaries (the "Company") have been prepared
in accordance with the instructions for Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by GAAP for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
period are not necessarily indicative of the results that may be expected for
the full fiscal year. The accompanying financial statements include the results
of CFP Group, Inc. ("CFP Group") and its wholly-owned subsidiary CFP Holdings,
Inc. ("CFP Holdings"), and CFP Holdings' wholly-owned subsidiaries Custom Food
Products, Inc. ("Custom Foods") and QF Acquisition Corp. ("Quality Foods"). The
consolidated financial statements as presented herein should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1998.
The Company's fiscal year is the 52 or 53 week period ending on the
Saturday nearest to March 31. The Company's three month periods ended on the
Saturday nearest December 31, 1998 and 1997 were 13 weeks in duration. The
Company's nine month periods ended on the Saturday nearest December 31, 1998 and
1997 were 39 weeks in duration. For simplicity of presentation, the Company has
described the interim periods and year end period herein as ending on December
31 and March 31 respectively.
NOTE 2: NEW ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board issued Financial
Accounting Standard No. 131, "Disclosure about Segments of an Enterprise and
Related Information" ("SFAS 131"), which requires disclosure of certain
information about operating segments, geographic areas in which the Company
operates, major customers, and products and services. The Company will evaluate
the effect that this new standard has on the Company's financial statement
presentation, and the required information will be reflected in the financial
statements for the year ended March 31, 1999.
NOTE 3: LOAN AND SECURITY AGREEMENT
On May 5, 1998, the Company entered into a $40.0 million loan and
security agreement (the "Loan and Security Agreement") with a financial
institution providing for revolving credit loans (the "Revolver") and term loan
and equipment loan options. Maximum borrowings under the Revolver cannot exceed
$40.0 million, subject to a borrowing base and other limitations including
amounts outstanding under the term loans, letters of credit and other borrowing
instruments under the Loan and Security Agreement. Borrowings under the Loan and
Security
4
<PAGE>
Agreement bear interest at varying rates as disclosed in Note 5. All amounts
outstanding under the Loan and Security Agreement become due and payable in May
2002.
Loans under the Loan and Security Agreement are secured by
substantially all of the Company's assets, including a pledge of all the stock
of Quality Foods and Custom Foods, are guaranteed by the Company's subsidiaries,
which guarantees are secured by substantially all of the assets of the Company's
subsidiaries, and are further secured by a pledge of all the stock of CFP
Holdings, Inc. The Loan and Security Agreement and the indenture contain
numerous restrictive covenants, which limit the discretion of the management of
the Company with respect to certain business matters. These covenants place
significant restrictions on, among other things, the ability of the Company to
incur additional indebtedness, to create liens or other encumbrances, to pay
dividends or make other restricted payments, to make investments, to make
capital expenditures, loans and guarantees and to sell or otherwise dispose of a
substantial portion of assets to, or merge or consolidate with, another entity.
5
<PAGE>
NOTE 4: INVENTORIES
Inventories consisted of the following:
March 31, December 31,
1998 1998
------- -------
Raw materials $ 5,655 $ 4,326
Work-in-process 3,470 4,140
Finished goods 6,593 5,865
------- -------
Total $15,718 $14,331
======= =======
NOTE 5: LONG-TERM OBLIGATIONS
March 31, Dec. 31,
1998 1998
--------- ---------
Long-term obligations consisted of the following:
Senior notes payable, interest at 115/8% payable
semiannually, principal due January 2004. $ 115,000 $ 115,000
Term note payable to a bank, interest at a reference
rate (8.5% at March 31, 1998) plus 2% or
Eurodollar rate (5.7% at March 31, 1998) plus 3%
payable semiannually, principal payable quarterly
at $1.0 million increasing to $2.2 million with
the remaining balance due in June 2002. 9,000
Term note payable to a financial institution, interest
at a reference rate (7.75% at December 31, 1998)
or Eurodollar rate (5.16% at December 31, 1998)
plus 2.25%, entire principal balance due in May
2002. 10,000
Revolving loan payable to a bank, interest at a
reference rate (8.5% at March 31, 1998) plus 1.25%
or Eurodollar rate (5.7% at March 31, 1998) plus
2.5% payable quarterly, expires June 2002. 5,000
Revolving loan payable to a financial institution,
interest at a reference rate (7.75% at December
31, 1998) or Eurodollar rate (5.16% at December
31, 1998) plus 2.25% , expires May 2002. 2,771
Debt assumed in connection with the acquisition of
Quality Foods:
Revenue bond payable to a government financing
authority, interest at a reference rate
(5.16% at December 31, 1998) not to exceed
18% payable monthly, principal payable
annually at $100,000 increasing to $400,000
through December 2014. 4,200 4,200
Notes Payable to a government agency, interest at
2%, payable with principal monthly through
April 2012, collateralized in a second
position on the Company's Philadelphia
facility. 1,955 1,803
Note payable to a government agency, interest at
0.5% payable monthly beginning April 1999
through October 2005, principal and interest
payable in equal monthly installments from
November 2005 through April 2010,
collateralized in a shared third position on
the Company's Philadelphia facility. 1,000 1,000
Notes payable to a government agency, interest at
5.25% payable monthly with principal through
February 2012, collateralized in a shared
third position on the Company's Philadelphia
facility. 710 687
Capital lease obligations payable in varying monthly
installments through 2021, collateralized by
buildings and equipment with a net book value of
$6,317,000 and $5,644,000, at March 31, 1998, and
December 31, 1998 respectively. 6,634 6,314
--------- ---------
Total 143,499 141,775
Less current portion (2,232) (735)
--------- ---------
Long-term debt $ 141,267 $ 141,040
========= =========
6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
General
The following is management's discussion and analysis of certain
significant factors which have affected the Company's financial position and
operating results during the periods included in the accompanying consolidated
financial statements.
Results of Operations
Three months ended December 31, 1998 compared to three months ended December 31,
1997.
Net Sales. Net sales decreased by 3% to $46.1 million for the current
year quarter from $47.3 million for the prior year quarter. Total pounds sold by
the company decreased slightly to 27.8 million pounds for the current year
quarter from 27.9 million pounds for the prior year quarter. The small quarterly
decrease in net sales was primarily due to a decrease in non value added product
sales due to a strategic emphasis on reducing sales of low margin products . On
an overall basis, sales in pounds of the Company's higher margin value added
products increased slightly. The net sales price decreased to $1.66 per pound
from $1.70 per pound primarily as a result of, the current low cost raw
materials market and its effect on variable price contracts, and to a lesser
extent sales mix variations.
Gross Profit. Gross profit increased to $8.8 million for the current
year quarter from $6.7 million for the prior year quarter. This $2.1 million
increase was primarily due to increased sales of value added products, increased
efficiencies in operations, and the impact of favorable raw material prices. The
gross margin increased to 19.0% for the current year quarter from 14.1% for the
prior year quarter for the same reasons.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased to $4.8 million for the current year quarter
from $4.5 million for the prior year quarter, primarily due to strategic
staffing additions.
Income from Operations. As a result of the foregoing items, income from
operations increased to $3.9 million for the current year quarter from $2.2
million for the current year quarter.
Interest Expense. Interest expense was flat at $4.3 million for the
current year quarter when compared to the prior year quarter.
7
<PAGE>
Provision for Income Taxes. The provision for income taxes was zero for
both the current year and prior year quarter. For the quarter ended December 31,
1998 the expected income tax benefit based on the statutory rate was reduced to
zero because the company provided a valuation allowance related to the net
operating loss carry forward.
Net Loss. A net loss of $0.4 million was incurred for the current year
quarter versus a net loss of $2.2 million for the prior year quarter due to the
net impact of the foregoing items.
Nine months ended December 31, 1998 compared to nine months ended December 31,
1997.
Net Sales. Net sales decreased by 2% to $135.5 million for the period
ended December 31, 1998 from $138.7 million for the period ended December 31,
1997. Total pounds sold by the company decreased by 2% to 79.6 million pounds
for the period ended December 31, 1998 from 81.2 million pounds for the period
ended December 31, 1997. The small decrease in net sales was primarily due to a
decrease in non-value-added product sales due to the Company's strategic
decision to stop selling certain low margin products. The net sales price
decreased to $1.70 per pound from $1.71 per pound primarily as a result of, the
current low cost raw materials market and its effect on variable price
contracts, and to a lesser extent sales mix variations.
Gross Profit. Gross profit increased to $26.0 million for the period
ended December 31, 1998 from $22.2 million for the period ended December 31,
1997. This $3.8 million increase was primarily due to increased efficiencies in
operations, and the impact of favorable raw material prices. The gross margin
increased to 19.2% for the period ended December 31, 1998 from 16.0% for the
period ended December 31, 1997 for the same reasons.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased to $14.4 million for the period ended December
31, 1998 from $12.8 million for the period ended December 31, 1997, primarily
due to strategic staffing additions.
Terminated Transaction Related Costs. In the period ended December 31,
1998, the Company expensed $256,000 in transaction costs associated with a
potential acquisition which has been terminated.
Income from Operations. As a result of the foregoing items, income from
operations increased to $11.4 million for the period ended December 31, 1998
from $9.4 million for the period ended December 31, 1997.
Interest Expense. Interest expense was up slightly at $13.0 million for
the period ended December 31, 1998 when compared to $12.9 million for the period
ended December 31, 1997.
8
<PAGE>
Provision for Income Taxes. The provision for income taxes increased to
$231,000 for the period ended December 31, 1998 from zero for the period ended
December 31, 1997, to provide for various state income taxes. For the period
ended December 31, 1998 the expected income tax benefit based on the statutory
rate was reduced to zero because the company provided a valuation allowance
related to its net operating loss carry forward.
Extraordinary Loss. The Company used proceeds from new borrowings under
the Loan and Security Agreement to repay all amounts outstanding under its prior
credit agreement. In connection with these repayments, an extraordinary loss on
the extinguishment of debt of approximately $1.0 million dollars was recorded.
This amount principally consisted of unamortized deferred financing costs.
Net Loss. A net loss of $2.8 million was incurred for the period ended
December 31, 1998 versus a net loss of $3.4 million for the period ended
December 31, 1997 due to the net impact of the foregoing items.
Year 2000 Issue
Introduction: The term "year 2000 issue" is a general term
used to describe the various problems that may result from the improper
processing of dates and date sensitive calculations by computers and other
machinery as the year 2000 is approached and reached. These problems generally
arise in cases where computer systems or any equipment with computer chips use
two-digit fields that recognize dates using the assumption that the first two
digits are "19". On January 1, 2000, any clock or date recording mechanism
including date sensitive software that uses only two digits to represent the
year may recognize a date using "00" as the year 1900 rather than the year 2000.
This could result in a system failure or miscalculations, causing disruption of
operations, including among other things a temporary inability to process
transactions, send invoices or engage in similar activities.
State of Readiness: The Company has selected a new Year 2000
compliant Enterprise Wide System and currently expects to have this new system
implemented by the end of calendar 1999. Further, the Company is currently
engaged in a review of its computer systems and applications, including packaged
software used by the Company, that will not be addressed by the new system. The
Company expects to make any modifications required to resolve year 2000 issues
in a timely manner and leave adequate time to assess and correct any significant
issues that may materialize. These modifications include a plan to upgrade our
current enterprise systems to be Year 2000 compliant by March 1999. The Company
has also initiated formal communications with selected vendors and customers to
determine the extent to which the Company is vulnerable to those third parties'
failure to remediate their own year 2000 issues. The Company can give no
guarantee that the systems of other companies on which the Company's systems
9
<PAGE>
rely will be converted on time or that failure to convert by another company or
a conversion that is incompatible with the Company's systems would not have a
material adverse effect on the Company. The Company is taking steps to reduce
the likelihood that such failures could affect the Company's systems through any
electronic communications.
Costs to Address the Year 2000 Issue: The Company does not
expect that the review and modifications of the Company's current enterprise
systems as described above, excluding the cost of implementing the new system,
will require material expenditures. The new system purchase, installation and
training is projected to cost approximately $900,000.
Risks Presented by the Year 2000 Issue: If the Company is
unable to successfully implement the upgrades to its existing systems
sufficiently in advance of the year 2000 or if any other system modifications
required to address the Company's year 2000 issues are not made, or are not
timely, the year 2000 issues could have a material adverse impact on the
operations and financial results and conditions of the Company. In addition, if
any third parties who provide goods and services that are critical to the
Company's business activities fail to appropriately address their year 2000
issues, there could be a material adverse effect on the Company's financial
condition and results of operations.
Contingency Plans: Based on the assessment efforts to date,
the Company does not believe that the Year 2000 issue will have a material
adverse effect on its financial condition or results of operations. The Company
will develop appropriate contingency plans in the event that a significant
exposure is identified.
Liquidity and Financial Resources
The Company's total consolidated indebtedness was $141.8
million at December 31, 1998. Interest payments on the 11 5/8% Senior Notes and
anticipated interest and principal payments under the Loan and Security
Agreement represent significant obligations of the Company. The 11 5/8% Senior
Notes require semi-annual interest payments of approximately $6.7 million which
commenced in July 1997. Borrowings under the Loan and Security Agreement bear
interest at floating rates. Approximately $5.0 million of the Revolver is
reserved to provide letters of credit supporting the industrial revenue bond
issue with respect to Quality Foods' Philadelphia facility and other
obligations.
The Company's primary sources of liquidity are cash flows from
operations and borrowings under the Revolver. At December 31, 1998 approximately
$10.8 million was available to the Company for borrowings under the Revolver,
subject to inventory and accounts receivable levels. The Company anticipates
that its working capital requirements, capital expenditures and debt service
requirements for the next twelve months will be satisfied through a combination
of cash flow from operations and funds available under the Loan and Security
Agreement.
10
<PAGE>
Forward Looking Statements
This report includes "forward looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and section 21E of the
Securities Exchange Act of 1934, as amended. Although the Company believes that
the expectations reflected in such forward-looking statements are reasonable, it
can give no assurance that such expectations will prove to have been correct.
Important factors that could cause actual results to differ materially from the
Company's expectations are detailed periodically in the Company's SEC filings on
Forms 10-K and 10-Q. All subsequent written and oral forward-looking statements
attributable to the Company or persons acting on its behalf are expressly
qualified in their entirety by the Cautionary Statements.
11
<PAGE>
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K
No reports on Form 8-K have been filed during the quarter ended
December 31, 1998. Reference is made to the Company's Annual
Report on Form 10-K and the exhibits filed therewith. The exhibits
filed as part of this form are listed below:
Exhibit No. Description
----------- -----------
27 Financial Data Schedule
12
<PAGE>
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.
CFP Group, Inc.
CFP Holdings, Inc.
Custom Food Products,
Inc.
QF Acquisition Corp.
February 5, 1998 /s/ Eric W. Ek
----------------------
Eric W. Ek
Senior Vice President,
Chief Financial
Officer and
Secretary of
CFP Group,
Inc. And CFP
Holdings, Inc.
and its
subsidiaries
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001030776
<NAME> CFP Holdings, Inc.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> OCT-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 1,683
<SECURITIES> 0
<RECEIVABLES> 11,893
<ALLOWANCES> 225
<INVENTORY> 14,331
<CURRENT-ASSETS> 28,685
<PP&E> 37,767
<DEPRECIATION> 8,668
<TOTAL-ASSETS> 130,637
<CURRENT-LIABILITIES> 15,085
<BONDS> 115,000
0
0
<COMMON> 6,023
<OTHER-SE> (33,830)
<TOTAL-LIABILITY-AND-EQUITY> 130,637
<SALES> 47,137
<TOTAL-REVENUES> 47,137
<CGS> 37,376
<TOTAL-COSTS> 37,376
<OTHER-EXPENSES> 4,848
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,306
<INCOME-PRETAX> (393)
<INCOME-TAX> 0
<INCOME-CONTINUING> (393)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (393)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
