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United States
Securities and Exchange Commission
Washington, DC 20549
FORM 12b-25
Notification of Late Filing
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(Check one): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F
[X] Form 10-Q [ ] Form N-SAR
For the Period Ended: September 23, 2000
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Period Ended:
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Nothing in this form shall be construed to imply that the Commission has verified any
information contained herein.
If the notification relates to a portion of the filing checked above, identify the item(s) to which the
notification relates.
PART I--Registration Information
Commission File Numbers 333-23893; 333-23893-01; 333-23893-02; 333-23893-03
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CFP HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 2013 95-4413619
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
CFP GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 2013 95-4616486
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
CUSTOM FOOD PRODUCTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
California 2013 95-3760291
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
QFAC, LLC
(Exact Name of Registrant as Specified in Its Charter)
Delaware 2013 23-2999998
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
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5501 Tabor Road
Philadelphia, PA 19120
(Address, Including Zip Code of Registrant's Principal Executive Offices)
215-288-0888
(Registrant's telephone number, including area code)
PART II--Rules 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief to Rule 12b-25 (b), the following should be
completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense.
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 11-K or Form N-SAR, or portion thereof will be filed on or
before 15th calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or portion thereof will
be filed on or before the fifth calendar day following the prescribed due
date; and
[X] (c) The accountant's statement or other exhibit required by Rule 12b-25 (c)
has been attached if applicable.
PART III--Narrative
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q,
N-SAR or the transition report or portion thereof could not be filed within the
prescribed time period. (Attached Extra sheets if needed)
The Registrant (the "Company") is not able to file its Form 10-Q for the fiscal
quarter ended September 23, 2000 within the prescribed period because the
management has been devoting substantially all of its time and resources in
recent weeks to an extensive evaluation of inventory, and the financial
structure of the Company, including negotiations with lenders under the
Company's credit facility in an effort to obtain a waiver of default on covenant
violations as described below.
In the course of normal operations, the Company identified in the current
period, variances in the tracking of inventory both internally and at its
outside locations. The Company recorded the $7.5 million one-time charge and
determined its causes as follows i) increased usage of raw material and work in
process, due to variations in manufacturing process specifications, ii) under
reporting of raw material usage resulted in differences between the perpetual
and physical inventories, and iii) improper handling and rotation of both raw
materials and finished goods. As a result the Company performed extensive
inventory test counts to validate ending inventory balances, and continues to
work with the auditors to ensure proper timing of all record keeping, including
potential effects on both the 1st and 2nd quarter results.
The above-mentioned events directly effect the Company's borrowing ability under
its Credit Facility. The Company operates under a $45.0 million revolving credit
facility, which is secured by both accounts receivable and inventory. The
decrease in ending inventory balances of $7.5 million resulted in a decrease in
the Company's available borrowing base. Therefore the Company was not
incompliance with respect to leverage, availability and certain other covenants
associated with its Credit Facility at the fiscal quarter end of September 23,
2000. The Company is currently working with its lenders and equity sponsors to
resolve the default status and address future cash needs. The Company is in
compliance with the terms of its Indenture.
The Company has determined it needs an additional period of time not to exceed
the fifth calendar day following the prescribed due date of November 7, 2000, to
ascertain the impact of the aforementioned events upon the financial and other
disclosures required to be made in its second quarter Form 10-Q. The Company
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plans to file its Form 10-Q for the fiscal quarter ended September 23, 2000 on
or before November 13, 2000, within the time period described by Rule 12b-25
under the Securities Exchange Act of 1934, as amended.
Part IV--Other Information
(1) Name and telephone number of person to contact in regard to this
notification
Ronald Gallo (800) 275-8902
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(Name) (Area Code) (Telephone number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify report(s). [ X ] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? [ X ] Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
The following results of operations for the fiscal quarter ended September
23, 2000 are preliminary and approximate only, and are qualified entirely
by and subject to the definitive results of operations to be filed as part
of the registrant's Form 10-Q due five business days after the date hereof.
Six Months Ended
September 23, September 23,
2000 1999
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Net Sales $ 102,141,000 $98,679,000
Gross Profit 5,129,000 18,647,000
Total SG&A expenses 9,524,000 8,952,000
Income (loss) from Operations (4,395,000) 9,695,000
Net Income (loss) $(14,006,000) $ 796,000
Loss from operations for the six months ended September 23, 2000 was $4.0
million compared to net income of $9.7 million for the same period ended 1999.
The net loss for the current period is directly related to an inventory
adjustment of $7.5 million comprised of $5.2 million in perpetual differences
and $2.3 million in inventory reserves for obsolescence. In addition the Company
recorded a $650,000 reduction in sales due to the write off of uncollectable
accounts receivable. Net of adjustments, the increase in sale dollars is
directly correlated to increase sales in terms of pounds sold. Sales price per
pound has remained relatively stable. However, the Company continues to manage
through higher raw material costs of meat in the current period versus the prior
year. The increase in volume has added to other operational costs in the form of
increased overtime and maintenance and sanitation costs associated with the
business.
CFP Holdings, Inc.
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(Name of registrant as specified in its charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 8, 2000 By: /s/ Ronald Gallo
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(Ronald Gallo)
SVP & CFO
