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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________ TO ________
COMMISSION FILE NUMBER 000-23033
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AUTHENTIC SPECIALTY FOODS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 75-1782453
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1313 AVENUE R
GRAND PRAIRIE, TEXAS 75050
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (972) 933-4100
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class to on which each class
be so registered is to be so registered
NONE NOT APPLICABLE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $1.00 per share
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the registrant's voting stock held by
non-affiliates of the registrant, based upon the last reported sale price of the
registrant's Common Stock on March 27, 1998 was $81,800,750.
As of March 27, 1998, there were outstanding 8,027,126 shares of Common
Stock, par value $1.00 per share, of the registrant.
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This Amendment to Annual Report on Form 10-K ("Annual Report on Form
10-K") contains certain forward- looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Actual results could differ materially from those indicated by
such forward-looking statements as a result of numerous important factors,
certain of which are described herein. Readers should pay particular attention
to the factors, including economic developments and changes in consumer
consumption trends, in the demographics of the Company's primary markets, in the
price of raw materials used in the Company's manufacturing of products, the
ability of the Company to find appropriate acquisition candidates, the ability
of the Company to negotiate and consummate acquisitions on acceptable terms and
the ability of the Company to integrate the operations of acquired companies
into existing operations, described in the section of this Annual Report on Form
10-K entitled "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Forward-Looking Information." Readers should also
carefully review the cautionary statements described in the other documents the
Company files from time to time with the Securities and Exchange Commission (the
"SEC"), specifically all Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K.
PART I
ITEM 1. BUSINESS.
INTRODUCTION
Authentic Specialty Foods, Inc. (the "Company" or "Authentic Specialty
Foods") is a leading provider of an extensive line of Mexican food products to
Mexican-American consumers, as well as non-Hispanic consumers who enjoy
authentic Mexican food. The Company believes that it is the largest
publicly-owned company engaged solely in the manufacture and distribution of
Mexican food products targeting primarily the Mexican-American consumer. The
Company has five separate brands -- Calidad(TM), La Victoria(TM), La Monita(TM),
The Tortilla King(TM) and Alamo Street(TM)(a brand of Sauces Unlimited, Inc.) --
all of which are recognized for high quality products and well-accepted by the
Company's target consumers. These brands have strong market positions in the
southwestern and western regions of the United States, particularly in Texas
(Calidad, La Monita, The Tortilla King and Alamo Street) and California (La
Victoria). Since the completion of its initial public offering on September 2,
1997 (the "Initial Public Offering"), the Company has taken advantage of, and
plans to continue to take advantage of, acquisition opportunities in the highly
fragmented Mexican food industry. Immediately following the consummation of the
Initial Public Offering, the Company acquired La Victoria Foods, Inc. ("La
Victoria"). Since the acquisition of La Victoria, the Company has acquired three
additional companies in the Mexican food industry: La Monita Mexican Food
Products, Inc. ("La Monita"), Sauces Unlimited, Inc. ("Sauces Unlimited") and
The Tortilla King, Inc. ("Tortilla King").
The Company has only one business segment -- the manufacture and sale
of Mexican food products. The Company has formed two operating divisions -- DSD
Operations and Direct Warehouse Operations -- because of the similarities within
these divisions in the manner that the Company's products are distributed. DSD
Operations includes Calidad, La Monita and Tortilla King. DSD Operations sells
branded and private label tortillas and tortilla chips, as well as both branded
and non-branded cheeses, meats and shelf-stable products (including spices,
salsas and peppers) primarily to grocery stores in Texas and certain adjacent
states. Each company in the DSD Operations division uses direct store delivery
("DSD") salespersons to deliver the Company's products to retailers. In
addition, Calidad provides its customers with a comprehensive service program
through which its DSD salespersons can manage substantially all of a customer's
Mexican food category. The Company intends to implement the full-service
category management program developed by Calidad at La Monita and Tortilla King
in 1998.
The Company's Direct Warehouse Operations division includes La Victoria
and Sauces Unlimited. Direct Warehouse Operations manufactures salsas and other
Mexican sauces. Generally, Direct Warehouse Operations' products are delivered
to a retail customer's warehouse or distribution facility rather than directly
to a customer's retail outlets. While La Victoria primarily sells its products
to grocery stores in California and certain other western states, it also sells
its products in the food service market on a branded and private label basis and
to warehouse clubs on a branded basis. Food service sales consist primarily of
sales to restaurants and wholesale restaurant suppliers. Sauces Unlimited's
primary customer base is the food service industry.
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RECENT ACQUISITIONS
The Company has made three significant acquisitions since the
completion of the Initial Public Offering and the consummation of the
acquisition of La Victoria. On September 30, 1997, the Company acquired La
Monita, a manufacturer of tortillas located in Houston, Texas. On October 31,
1997, the Company acquired Sauces Unlimited, a manufacturer of Mexican sauces
and salsas located in San Antonio, Texas. On January 9, 1998, the Company
acquired Tortilla King, a manufacturer of tortillas based in Victoria, Texas.
La Monita and Tortilla King have been combined with Calidad to create
the DSD Operations division. La Monita and Tortilla King primarily sell branded
and private label tortillas and tortilla chips in the Houston, San Antonio and
South Texas markets. La Monita manufactures corn tortillas in a 62,000 square
foot facility located in Houston, Texas. Tortilla King manufactures corn and
flour tortillas in a 20,000 square foot facility in Victoria, Texas. Victoria is
located approximately 120 miles southwest of Houston and 120 miles southeast of
San Antonio. Tortilla chips sold by La Monita and Tortilla King are manufactured
at Calidad's Grand Prairie facility. La Monita and Tortilla King both utilize
DSD systems similar to Calidad's in order to provide frequent service to their
predominantly retail customer base. Although La Monita and Tortilla King have
historically not sold products other than tortillas and tortilla chips, the
Company intends to begin distributing spices, meats, cheeses and certain
shelf-stable products through their DSD systems.
Sauces Unlimited has been combined with La Victoria to form the Direct
Warehouse Operations division. Sauces Unlimited manufactures Mexican sauces and
salsas and is located in San Antonio, Texas. Although it does manufacture
certain products for distribution through retail grocer channels, Sauces
Unlimited's primary customer base is the food service industry, to which it
provides larger sizes, including gallon and half-gallon containers, as well as
portion control and other size products. Included among the customers of Sauces
Unlimited are Sysco Corporation, Alliance Foodservice, Inc., U.S. Foodservice,
Inc. and McDonald's Corp. The Company intends to transfer most of the volume
currently produced by Sauces Unlimited to La Victoria's facility in Rosemead,
California in order to gain the efficiencies provided by La Victoria's surplus
capacity. Sauces Unlimited's facility will remain open as a specialty facility
engaged in the manufacture of portion control and other smaller sizes.
PRODUCTS AND BRANDS
Through the acquisition of La Victoria, La Monita, Sauces Unlimited and
Tortilla King, the Company has expanded its already extensive line of Mexican
food products. The Company now has five separate brands -- Calidad(TM), La
Victoria(TM), La Monita(TM), The Tortilla King(TM) and Alamo Street(TM)(a brand
of Sauces Unlimited) -- all of which are recognized for high quality products
and well-accepted by Mexican-American consumers. Under the Calidad brand, the
Company sells branded and private label tortillas and tortilla chips, as well as
both branded and non-branded cheeses, meats and shelf-stable products (including
spices, salsas and peppers). Under the La Monita and Tortilla King brands, the
Company sells branded and private label tortillas and tortilla chips. Under the
La Victoria and Alamo Street brands, the Company sells a wide variety of branded
salsas, taco sauces and other Mexican sauces and specialty items (such as
jalapenos, tomatillos, cheese sauce and refried beans). The Company offers a
variety of products to capitalize on consumers' preferences for different types
of Mexican food products. The Company believes that the Calidad, La Victoria, La
Monita and Tortilla King products have gained wide acceptance in the
Mexican-American population in their respective geographic markets.
DSD Operations. The two primary products of DSD Operations are
tortillas and tortilla chips. Tortillas are traditional Mexican flat bread made
from wheat flour or corn flour (known as "masa"). They are used in all aspects
of Mexican cuisine, are served like bread and are cooked with many Mexican
dishes. Tortilla chips are also made from masa and are often served with soups
and salsas and eaten as a snack. In addition to distributing these products
under the Calidad, La Monita and Tortilla King brands, DSD Operations also
manufactures and distributes these products on a private label basis for larger
grocery store chains. The Company believes that offering certain of its products
on a private label basis expands the market for Mexican food products generally
and gives the Company a competitive advantage for shelf space over other
suppliers of Mexican food products.
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The Company sells a variety of cheese and meat products under the
Calidad brand and other brand names. Calidad's cheese products include a variety
of ethnic cheeses, and the meat products include chorizo (a Mexican-style
sausage) and tamales (corn meal stuffed with beef, pork or chicken). These
products are manufactured by third parties and distributed by Calidad.
Approximately 40% of these products are distributed under the Calidad brand
name, and the remainder are distributed under the original manufacturer's brand
name. Calidad distributes certain of these products under the manufacturer's
brand name because of their significant recognition within the Mexican-American
community.
Calidad also packages and sells a wide variety of spices that are used
in Mexican cuisine, including cayenne pepper, chili powder, chili peppers and
cinnamon. Calidad's spices are packaged in small packets that the Company
believes appeal to the Mexican-American consumer. Calidad distributes these
products primarily under the Calidad brand and also on a private label basis.
Shelf-stable products, such as salsas, peppers, fruit drinks and cheese
sauces are obtained from Mexican, national or regional producers and distributed
by Calidad. Approximately half of these shelf-stable products are distributed
under the Calidad brand, and the remainder are distributed under the
manufacturer's brand name. Certain products in this group carry the lowest gross
margins of Calidad's product line, but are essential to the Company's strategy
of providing an extensive line of Mexican food products.
Although La Monita and Tortilla King have historically not sold
products other than tortillas and tortilla chips, the Company intends to begin
distributing spices, meats, cheeses and certain shelf-stable products through
their DSD systems in 1998.
Direct Warehouse Operations. La Victoria markets salsas with a wide
variety of tastes, heat levels and container sizes. Salsas are used for dipping
with chips, as a condiment or as an ingredient in cooking a number of Mexican
food dishes. La Victoria sells its salsas under a variety of descriptive names
in order to emphasize the distinctive character of their ingredients. Examples
of these varieties are Salsa Suprema, Thick 'N Chunky Salsa, Salsa Brava, Green
Chili Salsa and Salsa Victoria. Each of the La Victoria brand salsas contain
different combinations of vegetables (chili peppers, diced onions, jalapenos and
garlic) in a green or red tomato-based sauce.
One of La Victoria's more established products is taco sauce. La
Victoria has manufactured and marketed at least one variety of taco sauce for
almost 50 years and continues to be a market leader in this category in the
western United States. La Victoria also markets enchilada sauce, a mild sauce
made from fresh and dehydrated California and Pasilla chili pods. Beyond use
with enchiladas, it is marketed as a condiment for chili, soup and tamales.
La Victoria also sells a variety of specialty items under the La
Victoria brand, such as whole and nacho-sliced jalapenos, crushed tomatillos,
refried beans, cheddar cheese sauce and nacho cheese sauce (which is spiced with
jalapenos). Some of La Victoria's specialty items are produced under separate
one-year agreements with third party manufacturers. These agreements, also known
as co-packing arrangements, are renewable at the Company's option.
SALES AND MARKETING
The Company's combined market area encompasses the southwest and
western regions of the United States, particularly Texas and California. The
Company intends to explore the expansion of its marketing area to other
geographic areas with existing and new customers, additional distributor
relationships and through acquisitions.
DSD Operations. The marketing area for DSD Operations currently
encompasses various markets within Texas, Arkansas, Louisiana and Oklahoma.
Because the Company had limited financial resources prior to the Initial Public
Offering, management focused primarily on distribution within North Texas,
including the Dallas/Ft. Worth metroplex. Since the Initial Public Offering, the
Company's market presence in other areas of Texas has increased through the
acquisitions of La Monita and Tortilla King. These acquisitions have given the
Company a more established position in southcentral and southeastern Texas. San
Antonio, where Sauces Unlimited is located and Tortilla King distributes, and
Houston, where La Monita is located and Tortilla King distributes, have large
Mexican-American populations that are growing at rapid rates.
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Calidad has targeted major grocery store chains, independent grocery
chains and individual retailers that wish to appeal to the growing
Mexican-American community. Calidad is able to approach retail customers with a
comprehensive full-service program for managing substantially all of a store's
Mexican food category. Under its category management program, Calidad provides
an extensive line of quality Mexican food products, and utilizing its DSD
system, delivers these products to the store and stocks the store's shelves.
Generally, Calidad attempts to gain shelf space for all of its products in each
of its customer's stores. In those circumstances when this is not possible,
Calidad often utilizes one product in order to gain access to shelf space and,
through its commitment to service and quality, continues to add other products
from its product line. Calidad believes that its category management
capabilities enable Calidad to enter new markets where retailers are seeking
strategies to target the Mexican-American consumer. The Company intends to
implement its full-service category management program at La Monita and Tortilla
King in 1998.
DSD Operations spends the majority of its marketing funds reinforcing
the image of its brands as Mexican food brands that appeal primarily to
Mexican-Americans. This is done primarily through performance-based promotional
plans. These performance plans typically require the retailer to provide equal
or partial participation in costs associated with displays, temporary price
reductions and advertising. For example, the Company's customers will often run
photographs of the Company's products in their weekly, biweekly and monthly
circulars. The Company also runs promotions in conjunction with Mexican-American
holidays, such as Cinco de Mayo.
Direct Warehouse Operations. La Victoria's market is focused primarily
in California and adjacent western states with limited distribution in the
central United States. In recent years, La Victoria's management has
concentrated on its existing markets and discontinued sales in regions that have
traditionally been less profitable.
La Victoria targets primarily grocery store chains, independent retail
food outlets and individual retailers. In addition, La Victoria sells its
products in the food service market on a branded and private label basis and to
warehouse clubs on a branded basis. In general, La Victoria's approach to
retailers has differed from Calidad's in that La Victoria offers a more focused
product line, concentrated on Mexican sauces and salsas.
La Victoria employs a variety of marketing methods to support sales,
including advertising, coupons and in-store promotions and displays.
Historically, La Victoria's strategy has been to market broadly the La Victoria
brand rather than to focus on a specific product. However, in 1993 and 1994, La
Victoria focused its marketing efforts and expenditures on the introduction of
its line of Thick 'N Chunky Salsa. Management believes its efforts in
introducing this line of salsa created valuable exposure for the La Victoria
brand. La Victoria focuses its marketing efforts around several key events,
including the Super Bowl and Mexican-American holidays. The Company has
increased La Victoria's use of in-store marketing since its acquisition of La
Victoria.
DISTRIBUTION
DSD Operations. The products of Calidad and La Monita are distributed
through integrated, computerized DSD systems. Tortilla King also utilizes a DSD
system, but it will not be fully computerized until mid-1998. The DSD systems
utilize the Company's employees in the Dallas/Ft. Worth, Houston and San Antonio
market areas and independent distributors outside of these markets. Through its
DSD systems, the Company has established rapport with its customers and built
strong relationships at the retail level. In addition, the Company's frequent
visits to customers served by its DSD systems provide valuable information with
respect to its products, competition, consumers' shopping habits, product
positioning, marketing effectiveness, pricing and relative shelf space.
Calidad provides its grocery store customers a comprehensive
full-service category management program. Under this program, Calidad manages
substantially all of a grocery store's Mexican food category by providing an
extensive line of quality Mexican food products, delivering these products to
the store, stocking the store's shelves and removing out-of-date or spoiled
products. DSD salespersons are generally scheduled to visit their customers from
two to seven times per week. DSD salespersons leave Calidad's facility early
each morning on predetermined routes, equipped with hand-held computers,
portable printers and a broad selection of Calidad's products. Nightly, when
salespersons return to Calidad's main distribution facility, all deliveries and
orders are downloaded into Calidad's main computer system. This information is
electronically disseminated to the proper department for invoicing, collection
and
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production scheduling. La Monita's DSD salespersons are also equipped with
hand-held computers, while Tortilla King has not yet implemented the hand-held
system. Neither La Monita nor Tortilla King have fully implemented the
full-service category management program developed by Calidad.
Calidad, La Monita and Tortilla King own or lease 94 DSD vehicles and
manage their DSD systems from their manufacturing and distribution facilities.
Although the DSD systems are generally administered in the same manner
regardless of whether the salesperson is a Company employee or an independent
distributor, there are certain differences between the two groups. Independent
distributors are utilized by the Company to target more distant and less
concentrated markets. These distributors are effective in introducing the
Company's products on either a branded or private label basis and are required
to provide services that are similar to those provided by the Company's DSD
employees in their market areas. In contrast to the Company's employees,
independent distributors own or lease their own vehicles. These distributors are
also responsible for any returns of the Company's products. Distributors are
compensated on a commission basis that equates to a higher percentage of gross
sales than that earned by the Company's employees. Almost all of Calidad's
distributors are linked by modem to the Company's computer system, and the
distributors of La Monita and Tortilla King will be similarly linked in the
future. The Company believes that its computer-enhanced distribution system
distinguishes it from many of the other participants in the Mexican food
industry.
Direct Warehouse Operations. Generally, in California and the western
United States, La Victoria's products are distributed directly to retailers'
warehouses and through wholesalers for distribution to independent grocery
stores. Unlike Calidad, La Monita and Tortilla King, La Victoria does not
utilize a DSD system. The majority of La Victoria's distribution outside of
California is serviced by public warehouses located in customers' markets which
are regularly supplied with La Victoria's products based on orders. La Victoria
owns or leases three vehicles and delivers its products to its California
distributors' and customers' warehouses from its distribution facilities.
Products sold to customers outside of California are delivered via common
carriers. Certain customers located in close proximity to La Victoria's
facilities frequently obtain products directly from La Victoria's main
distribution facility, utilizing their own vehicles.
Finished products are stored temporarily at the production facility
before being delivered directly to customers or transferred to the 170,000
square foot distribution center in City of Industry, California. The products
are stored in the main distribution center until they are delivered to a
customer or trucked by common carrier to La Victoria's ten regional distribution
centers. Co-packed shipments are trucked from the co-packer's plant to La
Victoria's City of Industry distribution center or one of the regional
distribution centers, in Clackamas, Oregon (near Portland); Salt Lake City,
Utah; Billings, Montana; Aurora, Colorado (near Denver); El Paso, Texas; Itasca,
Illinois (near Chicago); Tampa, Florida; Phoenix, Arizona; Independence,
Missouri; and Fond du Lac, Wisconsin.
CUSTOMERS
DSD Operations. The customer base of DSD Operations includes major
grocery stores, independent grocery chains and individual retailers. In the
past, this base has been quite stable, with little turnover. Although it is
difficult for many food companies to obtain shelf space in retail outlets, DSD
Operations currently sells to over 300 grocery retailers, distributors and food
service customers, and its products are on the shelves in an estimated 2,000
stores throughout its marketing areas. Among DSD Operations' customers are
Minyard Food Stores ("Minyard Foods"), Sack 'n Save, Carnival, Brookshire
Grocery Co., Wal-Mart Stores, Inc., Winn-Dixie Texas, Inc., The Kroger Co.,
Albertson's, Inc., H.E. Butt Grocery Company, Fiesta Mart, Inc. and Tom Thumb
Food Markets, Inc. Within the food industry and, in particular, within the
grocery store distribution channel of the food industry, it is common practice
for retailers to charge food producers fees ("slotting fees") for new product
placement. Slotting fees are charged to offset the retailers' startup costs
associated with the new item, including the costs of setting up scan codes,
printing shelf tags and resetting shelves. In general, DSD Operations does not
pay its customers slotting fees to sell its products. DSD Operations paid less
than $35,000 in slotting fees in 1997.
Sales to Calidad's top ten customers were $15.0 million in 1997, or
64.4% of net sales, compared to $14.5 million in 1996, or 68.6% of net sales.
Only Minyard Foods accounted for more than 10% of Calidad's net sales during
these periods. Most of Calidad's principal customer relationships have been
cultivated over a period of many years.
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In many cases, Calidad's relationships were established when retailers became
aware of the importance of Mexican-American consumers within their markets and
began to contemplate an appropriate service strategy.
Minyard Foods accounted for 16.4% of the Company's net sales during
1997. However, Minyard Foods actually consists of three separate operating
divisions: Minyard Food Stores, Sack 'n Save and Carnival. During 1997, Minyard
Food Stores accounted for $1.2 million of the Company's net sales (3.2%), Sack
'n Save accounted for $2.6 million (7.0%) and Carnival accounted for $2.3
million (6.2%). Calidad has a separate relationship with each of these three
divisions, which are operated somewhat autonomously and have different target
consumers.
Direct Warehouse Operations. La Victoria sells its products primarily
to major grocery stores, independent retail food outlets, individual retailers
and wholesalers. La Victoria currently has over 800 retail accounts and 200 food
service accounts, and La Victoria's products are sold by an estimated 7,500
stores and distributors throughout its marketing area. Among La Victoria's
customers are Safeway, Inc., Lucky, Albertson's, Inc., Vons Grocery Company and
Ralph's Grocery. La Victoria paid approximately $137,000 for new distribution
and slotting fees in the fiscal year ended December 31, 1997.
La Victoria also sells its products to food service customers, such as
Sysco Corp. and Denny's, Inc. Relationships with other types of customers,
primarily warehouse clubs and private label programs, are currently managed
internally by La Victoria's regional sales managers. While these customers have
traditionally represented a relatively small amount of La Victoria's total
sales, La Victoria's management believes that the expansion of these categories
could provide an area of future growth for La Victoria.
TRADEMARKS
The Company believes that its Calidad logo, which features two
traditional Mexican dancers, is an important part of its efforts to appeal to
the Mexican-American consumer. Substantially all of Calidad's products bear a
green, yellow and red Calidad logo, but a few items have a blue, red and white
Calidad logo to differentiate the product type. The logo on all of Calidad's
products features the types of bright colors to which the Mexican-American
consumer is accustomed, and the picture of the dancers is reminiscent of images
from Mexico. The word "Calidad" means "Quality" in Spanish, and Calidad has
incorporated the phrase "Our Name Means Quality" into its logo. In order to
reinforce brand identity and underscore Calidad's ability to provide an
extensive line of Mexican food products, the Company's products can be found
throughout a store in a variety of food categories and are easily identified by
the Calidad logo that is incorporated across all product line packaging. The
Company has obtained federal registration for the trademarks contained in the
logo. The Company has successfully defended its trademark in the past against
one food company that had attempted to use it and plans to continue to defend
its trademark in the future.
When the Company acquired La Monita and Tortilla King, it also acquired
the La Monita and Tortilla King trademarks. "La Monita" means "the Little Doll"
in Spanish, has been used since 1961 and is well-recognized in the Houston
market, primarily for corn tortillas. The Tortilla King brand was trademarked in
1987 and is well-recognized in the Houston and San Antonio markets, primarily
for tortillas.
La Victoria has a number of important trademarks and copyrights,
including La Victoria, Salsa Brava(TM), Salsa Suprema(TM), Suprema(TM),
Victoria(TM), Mexican Kitchen(TM) and a thermometer, which clearly indicates to
the consumer the heat level of each product (mild, medium, hot or extra hot). La
Victoria uses the slogans "When you're ready for real salsa" and "Food secrets
of Mexico" on many of its labels and in its advertisements. La Victoria has
successfully defended its trademark in the past and plans to continue to defend
its trademark in the future.
When the Company acquired Sauces Unlimited, it also acquired the Alamo
Street trademark. This brand has been used since 1992 for Mexican sauces and
salsas.
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MANUFACTURING
Calidad manufactures tortillas and tortilla chips at its facility in
Grand Prairie, Texas. At the facility, Calidad also repackages bulk spices into
smaller packaging that is designed to appeal to Mexican-American consumers.
La Monita manufactures corn tortillas at its facility in Houston,
Texas. Tortilla chips sold by La Monita are manufactured by Calidad's plant in
Grand Prairie, Texas. Flour tortillas sold by La Monita are manufactured at the
Tortilla King plant in Victoria, Texas.
Tortilla King manufacturers corn and flour tortillas at its facility in
Victoria, Texas. Tortilla chips sold by Tortilla King are manufactured at
Calidad's plant in Grand Prairie, Texas.
Direct Warehouse Operations manufactures Mexican sauces and salsas at
its production facilities in Rosemead, California, a suburb of Los Angeles, and
in San Antonio, Texas. The products manufactured at the San Antonio facility are
made with processed tomatoes and vegetables purchased from outside sources.
Historically, the majority of La Victoria's products were manufactured with
fresh vegetables during the four to six month tomato harvest in California, and
La Victoria operated at or near capacity to fresh pack the vast majority of its
tomato-based products during the harvest season. The Company plans to shift La
Victoria to year-round production using processed tomatoes in June 1998. The
Company is in the process of transferring most of the volume currently
manufactured at the San Antonio facility to the facility in Rosemead, California
in order to increase inventory turnover and gain the efficiencies provided by
its available capacity. The San Antonio facility will remain open as a specialty
facility engaged in the manufacture of portion control (i.e., 1/2 oz.) and other
smaller sizes (i.e., 3 1/2 oz.).
The Company does not manufacture all of its branded products; some are
manufactured by third parties under co-packing arrangements. Products offered by
the Company but produced under co-packing arrangements include: nacho cheese
sauce, sweet breads, pork skins, chorizo, cheese, dried beans, taco shells,
tostada shells, ice pops, tamales, gelatin and chili con queso.
COMPETITION
Although the Company believes that its ability to supply an extensive
product line and its category management skills are unique in the Mexican food
industry, the Company faces significant competition in each of the components of
its product line. Many of these competitors are larger, more established and
better capitalized than the Company.
DSD Operations competes against national and local companies in the
manufacture and distribution of tortillas and tortilla chips. The two most
significant competitors are Mission Foods Corporation, a subsidiary of Gruma
S.A. de C.V. ("Mission"), and Bimar Foods Corporation, a subsidiary of Grupo
Industrial Bimbo, S.A. de C.V. ("Bimbo"). Both Mission and Bimbo are significant
participants in the southwestern region of the United States and are larger and
better capitalized than the Company. Mission produces primarily tortillas and
tortilla chips and is the most visible competitor in the Company's markets.
Bimbo entered the Texas market in 1995 with its acquisition of C&C Bakery, and
announced in March 1998 that it has agreed to buy the tortilla operations of
Mrs. Baird's Bakeries, Inc. ("Mrs. Baird's"). Mrs. Baird's introduced its
tortillas to the North Texas market in July 1995. Mrs. Baird's has a full line
of flour and corn tortillas marketed under the Mrs. Baird's Texas Tortilla and
Tia Rosa brand names.
In addition to direct competition from manufacturers of Mexican food
products, certain snack food companies, such as Frito-Lay Inc., manufacture and
distribute tortilla chips and corn chips. Frito-Lay Inc., a national company
headquartered in Dallas, markets its products under several brands, including
Doritos(TM) and Tostitos(TM), among others. However, management does not believe
that snack food companies compete directly with the Company because their
products are positioned as snack foods and are marketed primarily to
non-Hispanic consumers.
With regard to Calidad's refrigerated product category (i.e., meats and
cheeses), there is only one principal DSD distributor, Cyclone Enterprises,
Inc., in the Company's major markets that competes in this product category. In
addition, several of the large grocery distributors such as Grocers Supply,
Fleming Companies, Inc. and Gourmet
- 8 -
<PAGE> 9
Award Foods also compete with Calidad in the meat and cheese categories. Because
of its DSD service levels, Calidad has succeeded in gaining the ethnic meat and
cheese business in all major Dallas/Ft. Worth grocery chains catering to the
Mexican-American consumer.
With respect to the spices that Calidad repackages and sells, Calidad
competes with Mojave Spice Co., Inc., DeLuna Spice Company and Fiesta Bolner
Spice Company.
With respect to Mexican food products that are distributed by Calidad
under other brands (such as salsas, peppers and other shelf-stable products),
this category is broad, with an array of products that are all produced by other
suppliers, and it generates less profitability than other categories. Competing
companies such as Fleming Companies, Inc., Gourmet Award Foods, Grocers Supply
and Cyclone Enterprises, Inc. carry similar products.
The Mexican sauce industry is highly competitive. In the western United
States, Direct Warehouse Operations primarily competes with Pace, Tostitos and
Old El Paso, and to a lesser extent, Ortega. These competitors are divisions of
the following major food companies: Campbell Soup Company, Frito-Lay Inc., The
Pillsbury Company and Nestle USA, Inc., respectively. Additionally, Direct
Warehouse Operations competes against smaller providers of Mexican sauces and
against providers of condiments in general.
GOVERNMENT REGULATION
Public Health. As a manufacturer and distributor of food products, the
Company is subject to the Federal Food, Drug and Cosmetic Act and regulations
promulgated thereunder by the Food and Drug Administration ("FDA"). This
comprehensive regulatory scheme governs the manufacture (including composition
and ingredients), labeling, packaging and safety of food. The FDA regulates
manufacturing practices for foods through its current good manufacturing
practices regulations, specifies the standards of identity for certain foods,
including many of the products sold by the Company, and prescribes the format
and content of certain information required to appear on food products labels.
In addition, the FDA enforces the Public Health Service Act and
regulations issued thereunder, which authorize regulatory activity necessary to
prevent the introduction, transmission or spread of communicable diseases. The
Company and its products are also subject to state and local regulation through
such measures as the licensing of manufacturing facilities, enforcement by state
and local health agencies of state standards for the Company's products,
inspection of the Company's facilities and regulation of the Company's trade
practices in connection with the sale of its products.
To monitor product quality, the Company maintains quality control
programs to test products during various processing stages. Management believes
that the Company's production and storage facilities and manufacturing practices
comply with applicable government regulations.
Employee Safety Regulations. The Company is subject to certain health
and safety regulations issued pursuant to the Occupational Safety and Health
Act. These regulations require the Company to comply with certain manufacturing,
health and safety standards to protect its employees from accidents.
Environmental Regulations. The Company is subject to certain federal,
state and local environmental regulations regarding the discharge of wastewater
and other environmental matters. Management does not expect environmental
compliance to have a material impact on the Company's capital expenditures,
earnings or competitive position in the foreseeable future. See Item 3. Legal
Proceedings.
EMPLOYEES
As of December 31, 1997, the Company had approximately 582 employees.
Of this total, 378 were hourly, 116 were salaried and 88 were compensated on a
commission basis. The Company's management considers its relationship with its
employees to be good.
- 9 -
<PAGE> 10
Historically, La Victoria supplemented its workforce with hourly
workers on a seasonal basis. La Victoria's peak demand for seasonal employees
occurred from June to November, when fresh tomatoes are harvested in California
and La Victoria packed the majority of its product. During the four to six month
packing season, La Victoria employed an average of an additional 80 to 90 hourly
employees. When the Company shifts La Victoria to year-round production using
processed tomatoes in June 1998, there will no longer be a need for seasonal
employees.
Except for La Victoria, none of the Company's employees are subject to
any collective bargaining agreements. La Victoria's hourly employees are subject
to a collective bargaining agreement with the United Industrial Workers,
Service, Transportation, Professional and Government of North America, SIUNA,
AFL-CIO. La Victoria has had a collective bargaining agreement with this union
since 1969. The current agreement went into effect on March 1, 1997 and expires
on February 29, 2000. La Victoria has never experienced a strike or any other
type of work stoppage.
ITEM 2. PROPERTIES.
Calidad manufactures tortillas and tortilla chips at its modern
facility in Grand Prairie, Texas, which is located in the Dallas/Ft. Worth
metroplex. Calidad spent an aggregate of $3.1 million in 1995 and 1996 to move
to the facility and to expand its production and distribution capabilities. The
70,000 square foot facility has six tortilla production lines and two tortilla
chip lines. Calidad employees approximately 100 production personnel at the
facility and currently operates on a two-shift basis, five days per week.
Calidad leases its Grand Prairie facility under a three-year sublease
that is scheduled to expire in August 1999, with an annual rental rate of
approximately $175,000. The sublease may be renewed at the option of the Company
for an additional six-year term at the fair market value on the date of renewal.
La Monita manufactures corn tortillas at its facility in Houston,
Texas. The 62,000 square foot facility has five corn tortillas lines. La Monita
employs approximately 45 production personnel at the facility and currently
operates on a two-shift basis, five days per week. Flour tortillas sold by La
Monita are manufactured at the Tortilla King facility in Victoria, Texas, while
tortilla chips sold by La Monita are manufactured at the Calidad facility in
Grand Prairie, Texas.
La Monita leases its Houston facility under a two-year lease that
expires on September 30, 1999, with an annual rental rate of $114,000. Based on
the potential investment described above, the Company is currently negotiating
an extension of the lease with the property owner.
Tortilla King manufactures corn and flour tortillas at its facility in
Victoria, Texas. Victoria is located approximately 120 miles southwest of
Houston and 120 miles southeast of San Antonio. The 20,000 square foot facility
has four flour tortilla lines and five corn tortilla lines. Tortilla King leases
its Victoria facility under a seven-year lease that expires on January 8, 2005,
with annual rental payments of $66,000.
Sauces Unlimited manufactures Mexican sauces and salsas at its 30,000
square foot facility in San Antonio, Texas. The facility has the capability of
manufacturing products in a variety of sizes and container types. Sauces
Unlimited leases its facility under a ten-year lease that expires on October 31,
2007, with an annual rental rate of $115,200.
With the exception of co-packed products, all of La Victoria's
production is conducted at its production and warehouse facility in Rosemead,
California, a suburb of Los Angeles. The Rosemead facility consists of a total
of approximately 112,000 square feet, including approximately 61,000 square feet
of production space and approximately 51,000 square feet of warehouse space. La
Victoria leases its Rosemead production and warehouse facility under two
separate leases with affiliates of La Victoria. The 61,000 square feet
production facility is leased through July 2010 at lease rates that escalate
based upon changes in the Consumer Price Index (the "CPI") every five years. The
annual lease payment is approximately $214,000, and the next CPI escalation will
occur in August 2000. The 51,000 square foot warehouse facility is leased
through July 2010 at lease rates that escalate in accordance with the CPI every
five years. The annual lease payment is approximately $262,000, and the next CPI
escalation will occur in August 2000. During
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<PAGE> 11
1993 and 1994, La Victoria completed a capital improvement program at the
Rosemead facility, investing in excess of $4 million over two years.
Finished products are stored temporarily at the Rosemead facility
before being transferred to La Victoria's approximately 170,000 square foot
warehouse and distribution center in City of Industry, California. The City of
Industry facility is leased through July 2010 at lease rates that escalate
according to the CPI every five years. The annual lease payment is approximately
$860,000, and the next CPI escalation will occur in August 2000.
ITEM 3. LEGAL PROCEEDINGS.
By letter dated April 13, 1995, the U.S. Environmental Protection
Agency (the "EPA") identified La Victoria as a potentially responsible party
("PRP") under the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended ("CERCLA"), for the cleanup of contamination
from hazardous substances at the South El Monte Operable Unit of the San Gabriel
Valley Superfund Site. Under CERCLA, persons may be subject to joint and several
liability for cleanup costs.
La Victoria has completed a subsurface soil remediation of solvents at
its Rosemead facility, which is located within the San Gabriel Valley. The EPA
has identified approximately fifty PRPs at the site. The EPA has requested that
La Victoria participate in the groundwater sampling program for a remedial
investigation and feasibility study. Based on the limited impact to groundwater
that appears to be related to La Victoria's Rosemead facility, La Victoria
declined to participate in the groundwater monitoring. Since the EPA request, La
Victoria has received no further correspondence from the EPA. La Victoria does
not believe that its ultimate liabilities in relation to the site will have a
material effect on its financial position; however, it is not possible to
determine the ultimate environmental liabilities, if any, that may arise from
this matter.
The Company is party to litigation relating to property damage and
liability claims as well as certain employment-related matters arising in the
ordinary course of business. Management does not believe that the outcome of the
matters will have a material adverse effect on the financial position of the
Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Market for Registrant's Common Equity. Since September 2, 1997, the
Company's Common Stock has been traded on the Nasdaq National Market under the
symbol "ASFD." At March 27, 1998, the Company had 49 holders of record of Common
Stock.
The following table sets forth the high and low bid quotations per
share of Common Stock for the periods indicated.
<TABLE>
<CAPTION>
PRICE RANGE OF
COMMON STOCK
-----------------------------------
HIGH LOW
------------ -----------
<S> <C> <C>
FISCAL 1997
Third Quarter (from September 2, 1997).............. $ 12 3/8 $ 9
Fourth Quarter...................................... 13 5/8 9
</TABLE>
Dividend Policy. The Company has never paid cash dividends on its
Common Stock and does not intend to pay cash dividends on the Common Stock in
the foreseeable future. The Company currently intends to retain its cash
- 11 -
<PAGE> 12
for the continued development of its business. Payment of future dividends, if
any, will be at the discretion of the Board of Directors after taking into
account various factors, including the Company's financial condition, operating
results, current and anticipated cash needs and plans for expansion.
The Company's long-term debt agreements contain covenants, including
minimum tangible net worth and maximum debt-to-equity covenants, that have the
effect of restricting the amount of dividends paid on capital stock. Under the
most restrictive of these covenants, as of December 31, 1997, the Company would
have been permitted to pay dividends of up to $377,644 in the aggregate. See
Item 7. "Management's Discussion and Analysis of Financial Condition and Results
of Operations -- Liquidity and Capital Resources."
Recent Sales of Unregistered Securities. In 1994, Herman L. Graffunder
and Samuel E. Hillin, Jr. received grants of 85,000 and 51,000 shares of Common
Stock, respectively. These grants were made in connection with the commencement
of employment with the Company by Mr. Graffunder and Mr. Hillin and were subject
to forfeiture restrictions lapsing over a four-year period. The forfeiture
restrictions expired upon the consummation of the Initial Public Offering on
September 2, 1997. No cash consideration was received by the Company in
connection with these grants, which were exempt from registration under the
Securities Act because no sale of securities was involved within the meaning of
the Securities Act.
In connection with the Company's acquisition of Sauces Unlimited on
October 29, 1997, Lawrence L. Amstutz was issued warrants to purchase 39,216
shares of Common Stock at the purchase price of $11.125 per share, subject to
customary adjustments, at any time prior to October 30, 2001. Also in connection
with the Company's acquisition of Sauces Unlimited, Barry L. Brock was issued
warrants to purchase 784 shares of Common Stock at the purchase price of $11.125
per share, subject to customary adjustments, at any time prior to October 30,
2001. These warrants were issued by the Company as part of the purchase price
for Sauces Unlimited. Because the warrants were issued in a transaction not
involving a public offering, they were exempt from registration under the
Securities Act pursuant to Section 4(2) of the Securities Act.
In connection with the Company's acquisition of Tortilla King on
January 9, 1998, 120,313 shares of Common Stock were issued to Saragosa Bazan,
Jr. and 120,313 shares of Common Stock were issued to Lydia E. Bazan. These
shares of Common Stock were issued by the Company as part of the purchase price
for Tortilla King, and the Company received no cash consideration in connection
with their issuance. Because these shares of Common Stock were issued in a
transaction not involving a public offering, they were exempt from registration
under the Securities Act pursuant to Section 4(2) of the Securities Act.
Upon consummation of the Initial Public Offering, Shansby Partners,
L.L.C., an affiliate of The Shansby Group ("Shansby Partners"), received a
five-year warrant to acquire 350,000 shares of Common Stock at an exercise price
of $8.00 per share, subject to customary adjustments (the "IPO Warrant"). The
IPO Warrant may not be exercised until September 3, 1998 and expires on
September 3, 2002. In connection with the Company's acquisition of La Monita on
September 30, 1997, Shansby Partners received a five-year warrant to acquire
30,000 shares of Common Stock at an exercise price of $10.5875 per share,
subject to customary adjustments (the "La Monita Warrant"). The La Monita
Warrant is exercisable at any time on or prior to September 30, 2002. In
connection with the Company's acquisition of Sauces Unlimited on October 29,
1997, Shansby Partners received a five-year warrant to acquire 30,000 shares of
Common Stock at an exercise price of $10.45 per share, subject to customary
adjustments (the "Sauces Unlimited Warrant"). The Sauces Unlimited Warrant is
exercisable at any time on or prior to October 29, 2002. In connection with the
Company's acquisition of Tortilla King on January 9, 1998, Shansby Partners
received a five-year warrant to acquire 30,000 shares of Common Stock at an
exercise price of $12.5125 per share, subject to customary adjustments (the
"Tortilla King Warrant"). The Tortilla King Warrant is exercisable at any time
on or prior to January 9, 2003. The Company received no cash consideration from
Shansby Partners for any of the foregoing Warrants, which were issued to Shansby
Partners in connection with financial advisory services it provided to the
Company. Because each of the Warrants was issued in a transaction not involving
a public offering, they were exempt from registration under the Securities Act
pursuant to Section 4(2) of the Securities Act.
- 12 -
<PAGE> 13
For a discussion of the use of proceeds from the Initial Public
Offering, see Item 7. "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Resources."
ITEM 6. SELECTED FINANCIAL DATA.
The following table sets forth certain financial data for the Company
as of the dates and for the periods indicated. The financial data of the Company
as of and for the years ended December 31, 1994 and 1995 set forth below have
been derived from financial statements audited by Rylander, Clay & Opitz,
L.L.P., independent auditors. The financial data of the Company as of and for
the years ended December 31, 1996 and 1997 set forth below have been derived
from financial statements audited by McGladrey & Pullen, LLP, independent
auditors. The selected financial data of the Company as of and for the periods
ended July 31, 1993 and December 31, 1993 are unaudited. However, in the opinion
of the Company, all adjustments, consisting of normal recurring accruals
necessary for a fair presentation, have been made. The selected financial data
should be read in conjunction with Item 7. "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and with the Company's
Consolidated Financial Statements and the Notes related thereto included
elsewhere in this Annual Report on Form 10-K.
<TABLE>
<CAPTION>
FIVE
MONTHS
YEAR ENDED
ENDED DECEMBER
JULY 31, 31, YEARS ENDED DECEMBER 31,
-------- -------- --------------------------------------------------
1993 1993 (1) 1994 1995 1996 1997
-------- -------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales ............................... $ 20,328 $ 8,113 $ 19,637 $ 21,028 $ 21,198 $ 37,203
Cost of sales ........................... 14,974 5,466 13,213 14,266 14,081 22,328
-------- -------- -------- -------- -------- --------
Gross profit ....................... 5,354 2,647 6,424 6,762 7,117 14,875
Operating expenses ...................... 8,511 3,304 7,210 6,940 6,768 15,260
-------- -------- -------- -------- -------- --------
Income (loss) from operations ...... (3,157) (657) (786) (178) 349 (385)
-------- -------- -------- -------- -------- --------
Other income (expense)
Interest expense ........................ (218) (98) (161) (219) (328) (507)
Interest income ......................... -- -- -- 62 2 --
Gain (loss) on disposal of property
and equipment ...................... (514) -- (38) (192) (22) --
Other, net .............................. -- -- -- -- -- 27
-------- -------- -------- -------- -------- --------
(732) (98) (199) (349) (348) (480)
-------- -------- -------- -------- -------- --------
Income (loss) before income taxes .. (3,889) (755) (985) (527) 1 (865)
Income tax expense (benefit) ............ (520) -- -- -- -- (302)
-------- -------- -------- -------- -------- --------
Net income (loss) .................. $ (3,369) $ (755) $ (985) $ (527) $ 1 $ (563)
======== ======== ======== ======== ======== ========
Basic and diluted earnings (loss) ....... $ (2.15) $ (0.48) $ (0.59) $ (0.31) $ 0.00 $ (0.15)
per share
Weighted average number of common
shares outstanding ................ 1,564 1,564 1,680 1,700 1,700 3,693
</TABLE>
<TABLE>
<CAPTION>
AS OF JULY 31, AS OF DECEMBER 31,
-------------- ---------------------------------------------------------
1993 1993 1994 1995 1996 1997
------ ------ ------ ------ ------ ------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents .. -- $ 238 $ 237 $ 9 $ 200 $ 363
Working capital (deficit) .. (2,289) (139) (44) (1,499) (1,557) 11,949
Total assets ............... 6,630 7,436 5,946 7,132 7,089 58,780
Notes payable to bank ...... 1,551 1,418 639 751 1,319 1,706
Long-term debt ............. 1,528 1,513 949 1,249 920 7,420
Shareholders' equity ....... 260 1,859 2,175 2,048 2,049 40,450
</TABLE>
- 13 -
<PAGE> 14
- -------------------
(1) Represents a five month period. At December 31, 1993, the Company
changed its fiscal year end from July 31 to December 31.
(2) The Company adopted FASB Statement No. 128 for the year ended December
31, 1997, and as required restated all per share information for the
prior years to conform to the Statement. Because the Company incurred a
loss in 1997 and there were no common stock equivalents outstanding in
any year other than 1997, basic and diluted loss per share amounts are
the same in each period presented.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
HISTORICAL INFORMATION
AUTHENTIC SPECIALTY FOODS, INC.
OVERVIEW
Following the Company's acquisition in early 1992 by The Shansby Group,
a buyout firm based in San Francisco that specializes in acquiring and improving
branded consumer product companies, Calidad executed a number of initiatives to
improve its operations and infrastructure. As a result of these initiatives and
the Initial Public Offering in September 1997, the Company has grown internally
and has taken advantage of acquisition opportunities in the highly fragmented
Mexican food industry. Immediately following the Initial Public Offering, the
Company acquired La Victoria. Since the consummation of the Initial Public
Offering and the acquisition of La Victoria, the Company has made three other
significant acquisitions: La Monita, Sauces Unlimited and Tortilla King.
When The Shansby Group acquired the Company in 1992, Calidad had two
facilities, a manufacturing facility in Ft. Worth and a distribution facility in
Rendon, Texas. In December 1992, Calidad relocated its distribution facility,
vehicle fleet and warehouse hub from the small, inefficient Rendon facility to a
50,000 square foot facility in Grand Prairie, Texas. However, because of capital
constraints, Calidad was unable to relocate its manufacturing facility at that
time. The increased warehouse space and centralized distribution capabilities
enabled Calidad to increase its line of Mexican food products and inventory and
to expand its customer base within the Dallas/Ft. Worth area. In order to manage
its growing DSD sales route system more efficiently, Calidad computerized its
invoicing process by installing a system utilizing hand-held computers on
substantially all of its DSD routes. As a result of Calidad's implementation of
this system, as well as increases in management staffing and benefit levels,
increases in facility expenses from the new distribution facility and the
addition of a new fleet of vehicles, Calidad experienced an overall increase in
distribution and operating expenses.
As Calidad continued its growth, it became apparent in 1994 that its
20,000 square foot manufacturing facility in Ft. Worth was constraining
Calidad's ability to expand production. In August 1995, Calidad began to
consolidate its manufacturing, warehouse and office space into a modern 70,000
square foot location in Grand Prairie, Texas. This consolidation was completed
in January 1996. In November 1995, in conjunction with Calidad's relocation to
the new facility, Calidad acquired the tortilla and tortilla chip business of El
Paco Foods, Inc., a Dallas/Ft. Worth area tortilla and tortilla chip producer
("El Paco"). The primary purpose of the El Paco acquisition was to acquire
additional tortilla chip and flour tortilla manufacturing equipment, which
enabled Calidad to expand its manufacturing capacity. Calidad moved El Paco's
production and processing equipment to Calidad's Grand Prairie facility and
began servicing El Paco's customer base of small distributors and food service
outlets.
In June 1997, the Company changed its name from "Calidad Foods, Inc."
to "Authentic Speciality Foods, Inc." The Company acquired La Victoria on
September 2, 1997 immediately following the consummation of the Initial Public
Offering. On September 30, 1997, the Company acquired La Monita, a manufacturer
of tortillas located in Houston, Texas. On October 30, 1997, the Company
acquired Sauces Unlimited, a manufacturer of Mexican sauces and salsas located
in San Antonio, Texas. On January 9, 1998, the Company acquired Tortilla King, a
manufacturer of tortillas based in Victoria, Texas.
- 14 -
<PAGE> 15
The following discussion and analysis should be read in conjunction
with the Selected Financial Data and the Consolidated Financial Statements of
the Company and the Notes related thereto, which appear elsewhere in this Annual
Report on Form 10-K.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain
historical financial data for the Company as a percentage of net sales:
<TABLE>
<CAPTION>
PERCENTAGE OF NET SALES
----------------------------------------------
THREE MONTHS ENDED
YEARS ENDED DECEMBER 31, DECEMBER 31,
------------------------ ------------------
1995 1996 1997 1996 1997
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales ................................ 100.0 % 100.0 % 100.0 % 100.0 % 100.0%
Cost of goods sold ....................... 67.8 66.4 60.0 67.4 56.6
----- ----- ----- ----- -----
Gross margin .................... 32.2 33.6 40.0 32.6 43.4
Operating expenses ....................... 33.0 31.9 41.0 33.6 50.3
----- ----- ----- ----- -----
Income from operations .......... (0.8) 1.7 (1.0) (1.0) (6.9)
Other expenses, net ...................... 1.7 1.6 1.3 1.5 1.1
----- ----- ----- ----- -----
Income (loss) before taxes ...... (2.5) 0.1 (2.3) (2.5) (8.0)
Provision (benefit) for income taxes ..... 0.0 0.0 (0.8) (0.9) (2.9)
----- ----- ----- ----- -----
Net income (loss) ............... (2.5) % 0.1 % (1.5) % (1.6) % (5.1) %
===== ===== ===== ===== =====
</TABLE>
COMPARISON OF THE THREE MONTHS ENDED DECEMBER 31, 1996 AND 1997
Authentic Speciality Foods acquired La Victoria effective upon the
closing of the Initial Public Offering on September 2, 1997, and acquired the
assets of La Monita on September 30, 1997. Accordingly, three months of
operations for La Victoria and La Monita are included in the Company's actual
results for the three months ended December 31, 1997. Sauces Unlimited was
acquired on October 30, 1997. Two months of its operations are therefore
included in the Company's actual results for the three months ended December 31,
1997.
Net Sales. Net sales consist of gross sales less the amount of
discounts, returns and allowances. Net sales for the three months ended December
31, 1997 were $17,860,000 compared to $5,468,000 for the three months ended
December 31, 1996, an increase of $12,392,000, or 226.6%. Of this improvement,
$12,324,000 was attributable to sales for La Victoria, La Monita and Sauces
Unlimited. These companies were all acquired in 1997 and therefore were not
included in 1996 results. The remainder of the increase in net sales resulted
from additional Calidad meat and cheese distribution in the Dallas/Ft. Worth
market and increased sales in the outlying markets of Arkansas and Louisiana.
Cost of Sales and Gross Margin. Cost of sales consists primarily of
labor, raw materials and overhead used in the production of the products
manufactured by the Company. The Company also incurs costs to purchase various
products (such as meats, cheeses, sweetbread and shelf-stable products) that
have been manufactured by third parties for distribution through the Company's
DSD operations in Texas as well as selected shelf-stable products distributed by
La Victoria through its warehouse delivery system. Gross margin for the three
months ended December 31, 1997 was $7,755,000 compared to $1,782,000 for the
three months ended December 31, 1996, an increase of $5,973,000, or 335.2%. As a
percentage of net sales, gross margin increased from 32.6% for the three months
ended December 31, 1996 to 43.4% for the three months ended December 31, 1997.
The increase in gross margin was attributable to increased sales levels at
Calidad, as well as sales at La Victoria, La Monita and Sauces Unlimited that
were realized in 1997 but not included in 1996 results. The increase in gross
margin as a percentage of net sales was due to the higher gross margin
percentage experienced by La Victoria's operations relative to the margin
historically experienced by Calidad. Calidad's sales mix includes high margin
categories such as tortillas and tortilla chips, as well as lower margin items
including meats, cheeses and shelf-stable products.
- 15 -
<PAGE> 16
Operating Expenses. Operating expenses consist primarily of
commissions, promotional expenses and advertising, sales and administrative
salaries, fleet expenses and general overhead. Operating expenses for the three
months ended December 31, 1997 were $8,981,000 compared to $1,837,000 for the
three months ended December 31, 1996, an increase of $7,144,000, or 388.9%. As a
percentage of net sales, operating expenses increased from 33.6% for the three
months ended December 31, 1996 to 50.3% for the three months ended December 31,
1997. The increase in operating expenses was primarily due to higher
transportation expenses to new markets (Arkansas and Louisiana) served by
Calidad, the increased administrative costs involved in operating as a public
company, operating expenses incurred by La Victoria, La Monita and Sauces
Unlimited subsequent to their acquisitions and a $2,915,000 payment to Robert
Tanklage, the former Chief Executive Officer of La Victoria, in connection with
the termination of his employment agreement. Excluding the payment to Mr.
Tanklage, operating expenses for the three months ended December 31, 1997 were
$6,066,000, or 34.0% of net sales, which would have represented only a slight
increase over the prior year's fourth quarter.
Other Expenses. Other expenses consist primarily of interest expense,
interest income and gain or loss on the disposal of property and equipment.
Other expenses for the three months ended December 31, 1997 were $207,000
compared to $81,000 for the three months ended December 31, 1996, an increase of
$126,000, or 155.6%. As a percentage of net sales, other expenses decreased from
1.5% for the three months ended December 31, 1996 to 1.1% for the three months
ended December 31, 1997. The increase was attributable to interest expense
associated with capital leases at La Victoria, partially offset by lower
interest expense due to the repayment of Calidad debt with the proceeds from the
Initial Public Offering.
Taxes. The tax benefit for the three months ended December 31, 1997 was
$529,000 compared to a tax benefit of $46,000 for the three months ended
December 31, 1996, an increase of $483,000. This increase in the benefit was
primarily attributable to the increase in the loss for the three months ended
December 31, 1997 compared to the three months ended December 31, 1996.
Net Income. For the reasons described above, the net loss for the three
months ended December 31, 1997 was $904,000 compared to a net loss of $90,000
for the three months ended December 31, 1996. This resulted in an increased net
loss of $814,000, or 904.4%, compared to 1996. As a percentage of net sales, the
net loss increased from 1.6% for the three months ended December 31, 1996 to
5.1% for the three months ended December 31, 1997. Excluding the $1,771,000
after-tax effect of the termination payment to Mr. Tanklage discussed under
"Operating Expenses" above, the Company recorded a net income of $867,000, or
4.9%, as a percentage of net sales for the three months ended December 31, 1997.
COMPARISON OF THE YEARS ENDED DECEMBER 31, 1996 AND 1997
The Company acquired La Victoria effective upon the closing of the
Initial Public Offering on September 2, 1997. Certain assets of La Monita were
purchased on September 30, 1997. Sauces Unlimited was acquired on October 30,
1997. Four months of La Victoria's operations, three months of La Monita's
operations and two months of Sauces Unlimited's operations are therefore
included in the Company's actual results for the year ended December 31, 1997.
Net Sales. Net sales for the year ended December 31, 1997 were
$37,203,000 compared to $21,198,000 for the year ended December 31, 1996, an
increase of $16,005,000, or 75.5%. Of this improvement, $15,289,000 was
attributable to sales at La Victoria, La Monita and Sauces Unlimited subsequent
to their acquisitions. Each of these companies were acquired in 1997 and
therefore were not included in 1996 results. The remainder of the sales increase
resulted from additional Calidad meat and cheese distribution in the Dallas/Ft.
Worth market and increased sales in the outlying markets of Arkansas and
Louisiana.
Cost of Sales and Gross Margin. Gross margin for the year ended
December 31, 1997 was $14,875,000 compared to $7,117,000 for the year ended
December 31, 1996, an increase of $7,758,000, or 109.0%. As a percentage of net
sales, gross margin increased from 33.6% for the year ended December 31, 1996 to
40.0% for the year ended December 31, 1997. The increase in gross margin was
attributable to increased sales levels at Calidad as well as to sales at La
Victoria, La Monita and Sauces Unlimited subsequent to their acquisition dates.
The increase in gross margin as
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<PAGE> 17
a percentage of net sales was due to the higher gross margin percentage
experienced by La Victoria's operations relative to the margin historically
experienced by Calidad. Calidad's sales mix includes higher margin categories
such as tortillas and tortilla chips, as well as lower margin items including
meats, cheeses and shelf-stable products.
Operating Expenses. Operating expenses for the year ended December 31,
1997 were $15,260,000 compared to $6,768,000 for the year ended December 31,
1996, an increase of $8,492,000, or 125.5%. As a percentage of net sales,
operating expenses increased from 31.9% for the year ended December 31, 1996 to
41.0% for the year ended December 31, 1997. The increase in operating expenses
was primarily due to higher transportation costs to new markets (Arkansas and
Louisiana) served by Calidad, the increased administrative costs involved in
operating as a public company, operating expenses incurred by La Victoria, La
Monita and Sauces Unlimited subsequent to their acquisitions and a $2,915,000
payment to Robert Tanklage, the former Chief Executive Officer of La Victoria,
in connection with the termination of his employment agreement. These increases
in operating expenses were partially offset by a $242,000 decrease in
non-compete and consulting payments to two former shareholders that were
incurred in 1996 but not in 1997. Excluding the payment to Mr. Tanklage,
operating expenses for the year ended December 31, 1997 were $12,345,000, or
33.2% as a percentage of net sales.
Other Expenses. Other expenses for the year ended December 31, 1997
were $480,000 as compared to $348,000 for the year ended December 31, 1996, an
increase of $132,000, or 37.9%. As a percentage of net sales, other expenses
decreased from 1.6% for the year ended December 31, 1996 to 1.3% for the year
ended December 31, 1997. The increase in other expenses was attributable to
interest expense associated with capital leases at La Victoria, partially offset
by lower interest expense due to the repayment of Calidad debt with the proceeds
of the Initial Public Offering. Additionally, the Company realized a gain of
$27,000 from the sale of equipment in 1997 compared to a loss of $22,000 that
was incurred in 1996.
Taxes. The Company had an income tax benefit of $302,000 for the year
ended December 31, 1997 compared to no income tax benefit or expense for the
year ended December 31, 1996. The tax benefit for the year ended December 31,
1997 was the result, in part, of the loss generated in 1997. Additionally, for
the year ended December 31, 1997, as a result of the acquisitions, the Company
now believes that it is more likely than not the Company will have sufficient
taxable income in the future to fully realize the net deferred taxes that had
previously been fully reserved. Accordingly, the Company eliminated the
valuation allowance recorded on these net deferred assets. A portion of those
deferred taxes had been generated before the Company's quasi-reorganization and
pursuant to Staff Accounting Bulletin 86, were recorded as a direct addition to
additional paid-in capital.
Net Income. For the reasons described above, the net loss for the year
ended December 31, 1997 was $563,000 compared to a net income of $1,000 for the
year ended December 31, 1996, a decrease of $564,000. The net loss for the year
ended December 31, 1997 was 1.5% as a percentage of net sales. Excluding the
$1,771,000 after-tax effect of the termination payment to Mr. Tanklage discussed
under "Operating Expenses" above, the Company realized a net income of
$1,208,000, or 3.2% as a percentage of net sales for the year ended December 31,
1997.
COMPARISON OF YEARS ENDED DECEMBER 31, 1995 AND 1996
Calidad's sales growth was historically limited by its production
capacity. Since the relocation of Calidad's manufacturing facility in January
1996, significant new grocery store accounts were added to the customer base,
including Save-A-Lot, Western Family Foods and Brookshire Brothers. Calidad has
experienced steady growth in net sales, driven by extended route coverage in
North Texas (including the Dallas/Ft. Worth metroplex), as well as expanded
distribution into San Antonio, Texas and into Oklahoma, Louisiana and Arkansas.
Net Sales. Net sales for 1996 were $21,198,000 compared to $21,028,000
for 1995, an increase of $170,000, or 0.8%. Net sales were flat because net
sales for 1995 included a substantial amount of sales of shelf-stable products
to Minyard Foods, which were discontinued in 1996. Accordingly, these low margin
sales of shelf-stable products to Minyard Foods accounted for approximately
$86,000 of Calidad's net sales in 1996, compared to $2,864,000 in 1995. However,
the discontinuation of these sales did not adversely affect Calidad's
relationship with Minyard Foods. In fact,
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<PAGE> 18
net sales to Minyard Foods in 1996, exclusive of shelf-stable products,
increased by $777,000, or 15.6%, over 1995 net sales.
If sales of shelf-stable products to Minyard Foods are disregarded,
Calidad's net sales increased by $2,948,000, or 16.2%, from $18,164,000 in 1995
to $21,112,000 in 1996. Of this improvement, $2,018,000, or 68.5%, was
attributable to sales of manufactured products (e.g., tortillas, tortilla chips
and spices), of which approximately $741,000 resulted from the El Paco
acquisition. Approximately $761,000, or 25.8%, of the increase in net sales was
generated from increased sales of products manufactured by third parties (e.g.,
meats and cheeses).
Costs of Sales and Gross Margin. The gross margins on products
manufactured by Calidad, such as tortillas and tortilla chips, have improved on
a year-to-year basis because of increased efficiencies from the new
manufacturing facility, as well as Calidad's emphasis on sales of manufactured
products in 1996. Most increases in raw material costs have traditionally been
recovered through price increases to Calidad's customers.
Gross margin for 1996 was $7,117,000 compared to $6,762,000 for 1995,
an increase of $355,000, or 5.2%. As a percentage of net sales, gross margin
increased from 32.2% in 1995 to 33.6% in 1996. The improvement in gross margin
was primarily attributable to the increase in sales of higher margin
manufactured products, combined with the discontinuation of low margin sales of
shelf-stable products to Minyard Foods, as described above. Gross margin
achieved on sales of products manufactured by Calidad has historically been
greater than the gross margin achieved on sales of products manufactured by
third parties. Accordingly, increased sales of manufactured products have a
greater impact on the overall gross margin of Calidad. Gross margin for 1996
also benefitted from improved manufacturing efficiencies that resulted from the
plant relocation and modernization.
Operating Expenses. Operating expenses for 1996 were $6,768,000
compared to $6,940,000 in 1995, a decrease of $172,000, or 2.5%. As a percentage
of net sales, operating expenses declined from 33.0% in 1995 to 31.9% in 1996.
The decrease in operating costs was primarily attributable to relocation
expenses incurred in 1995 of approximately $337,000 and $58,000 of long-haul
transportation savings realized in 1996. These expense reductions were partially
offset by nonrecurring 1996 consulting and non-compete payments to former
shareholders and professional fees totaling $113,000 and an increase of $101,000
in distributor commissions attributable to higher sales of manufactured
products.
Calidad expects that operating expenses will increase in absolute
amounts due, in part, to periodic reporting and compliance requirements
associated with being a public company, although such expenses vary as a
percentage of net sales. Additionally, Calidad expects that operating expenses
will increase in absolute amounts as a result of the implementation of its
acquisition strategy.
Other Expenses. Other expenses for 1996 were $348,000 compared to
$349,000 for 1995, a decrease of $1,000, or 0.3%. As a percentage of net sales,
other expenses decreased from 1.7% in 1995 to 1.6% in 1996. Interest expense for
1996 was $328,000 compared to $219,000 for 1995, an increase of $109,000, or
49.8%. The increase in interest expense was due to interest on the Term Loan and
debt incurred with the El Paco acquisition, which were used to partially finance
Calidad's plant relocation and modernization. See "--Liquidity and Capital
Resources." Other expenses also included a loss on the disposal of property and
equipment of $22,000 in 1996 compared to a loss of $192,000 in 1995. Both of
these losses resulted from the plant relocation and modification. In addition,
in 1995, interest income consisted primarily of $51,000 of interest income
received on a federal tax refund.
Taxes. Because the Company's deferred tax assets were fully reserved by
a valuation allowance, no provision for income taxes was recorded in 1995 or
1996. In addition, no taxable income was generated in 1996 that would require an
adjustment to additional paid-in capital pursuant to Staff Accounting Bulletin
No. 86.
Net Income. For the reasons described above, net income for 1996 was
$1,000 compared to a net loss of $527,000 for 1995, an improvement of $528,000.
As a percentage of net sales, net income improved from a loss of 2.5% in 1995 to
a profit of 0.1% in 1996.
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<PAGE> 19
DISCUSSION OF PRO FORMA FINANCIAL STATEMENTS
COMPARISON OF THE THREE MONTHS ENDED DECEMBER 31, 1996 AND 1997
The Company acquired La Victoria effective immediately following the
closing of the Initial Public Offering on September 2, 1997. Accordingly, only
four months of La Victoria's operations are included in the Company's actual
results for the year ended December 31, 1997, and no La Victoria operations are
included in the actual results for the year ended December 31, 1996. Because the
acquisition of La Victoria was presented as an integral part of the Initial
Public Offering and due to the material level of La Victoria's annual sales
relative to that of the Company's, the Company believes that it would be
beneficial to include a discussion of the Company's consolidated pro forma
results. This pro forma discussion should be read in conjunction with the
supplementary table presented below. Because of their relative immateriality
during 1997 to the overall Company in terms of net sales and net income for
1997, La Monita and Sauces Unlimited are not presented on a pro forma basis for
1996 or 1997.
<TABLE>
<CAPTION>
THREE MONTHS ENDED TWELVE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
-------------------- -------------------
1997 1996 1997 1996
------- ------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Net Sales .......................................... 17,860 15,163 63,451 59,347
Cost of Sales ...................................... 10,105 8,563 34,988 33,480
Gross Margin ....................................... 7,755 6,600 28,463 25,867
Selling, General & Administrative .................. 6,066 5,737 24,027 23,051
One-Time La Victoria Charge ........................ 2,915 0 2,915 0
Income from Operations ............................. (1,226) 863 1,521 2,816
Interest (net) ..................................... 206 235 754 1,002
(Gain) Loss on Disposal of Property and Equipment .. 1 0 0 70
Income Before Income Taxes ......................... (1,433) 628 767 1,744
Income Tax Expense (Benefit) ....................... (529) 354 484 871
Net Income (Loss) .................................. (904) 274 283 873
======= ======= ======= =======
</TABLE>
Net Sales. Net sales for the three months ended December 31, 1997 were
$17,860,000 compared to $15,163,000 for the three months ended December 31,
1996, an increase of $2,697,000, or 17.8%. This increase was attributable to
$2,067,000 in net sales at La Monita and Sauces Unlimited, offset by a $370,000
decrease in net sales at La Victoria and Calidad. Most of this decrease was due
to the elimination of non-accretive promotional activity at La Victoria.
Cost of Sales and Gross Margin. Gross margin for the three months ended
December 31, 1997 was $7,755,000 compared to $6,600,000 for the three months
ended December 31, 1996, an increase of $1,155,000, or 17.5%. As a percentage of
net sales, gross margin decreased from 43.5% for the three months ended December
31, 1996 to 43.4% for the three months ended December 31, 1997. The increased
gross margin was attributable to sales at La Monita and Sauces Unlimited
subsequent to their acquisitions and an increase in Calidad net sales. Despite
lower sales, La Victoria experienced an increase in gross margin due to a
continued emphasis on cost controls and efficiencies.
Operating Expenses. Operating expenses for the three months ended
December 31, 1997 were $8,981,000 compared to $5,737,000 for the three months
ended December 31, 1996, an increase of $3,244,000, or 56.5%. As a percentage of
net sales, operating expenses increased from 37.8% for the three months ended
December 31, 1996 to 50.3% for the three months ended December 31, 1997. This
increase was primarily due to operating expenses incurred by La Monita and
Sauces Unlimited subsequent to their acquisitions, the $2,915,000 contract
termination payment to
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<PAGE> 20
Robert Tanklage, La Victoria's former Chief Executive Officer, higher
transportation expenses to new markets (Arkansas and Louisiana) served by
Calidad and the increased administrative costs of operating as a public company.
These expense increases were partially offset by lower advertising and
promotional expenses at La Victoria and a $98,000 decrease in non-compete and
consulting payments to two former shareholders of El Paco that was incurred in
1996 but not in 1997. Excluding the payment to Mr. Tanklage, pro forma operating
expenses for the three months ended December 31, 1997 were $6,066,000, or 34.0%
as a percentage of net sales.
Other Expenses. Other expenses for the three months ended December 31,
1997 were $207,000 compared to $235,000 for the three months ended December 31,
1996, a decrease of $28,000, or 11.9%. As a percentage of net sales, other
expenses decreased from 1.5% for the three months ended December 31, 1996 to
1.2% for the three months ended December 31, 1997. The decrease was due to
reduced working capital borrowings and a lower term debt balance at La Victoria.
Taxes. The tax benefit for the three months ended December 31, 1997 was
$529,000 compared to tax expense of $354,000 for the three months ended December
31, 1996, a change of $883,000. This increase in the benefit was primarily
attributable to the loss for the three months ended December 31, 1997 whereas
for the three months ended December 31, 1996 the Company had income before
income taxes of $628,000.
Net Income. For the reasons described above, the Company incurred a net
loss of $904,000 for the three months ended December 31, 1997 compared to a net
income of $274,000 for the three months ended December 31, 1996, a decrease of
$1,178,000, or 429.9%. The net loss for the three months ended December 31, 1997
was 5.1% as a percentage of net sales compared to a net income of 1.8% for the
three months ended December 31, 1996. Excluding the $1,771,000 after-tax effect
of the termination payment to Mr. Tanklage discussed under "Operating Expenses"
above, the Company realized a net income of $867,000, or 4.9% of net sales for
the three months ended December 31, 1997.
COMPARISON OF THE YEARS ENDED DECEMBER 31, 1996 AND 1997
Net sales. Net sales for the year ended December 31, 1997 were
$63,451,000 compared to $59,347,000 for the year ended December 31, 1996, an
increase of $4,104,000, or 6.9%. Of this increase, $3,067,000 was attributable
to sales at La Monita and Sauces Unlimited subsequent to their acquisitions,
while Calidad experienced a $716,000 sales increase due to additional meat and
cheese distribution in the Dallas/Ft. Worth market and increased sales in the
outlying markets of Arkansas and Louisiana, offset by the loss of the Hudson
Foods and Pepperidge Farms dock business. The remainder of the net sales
increase occurred in the third quarter at La Victoria and was largely
attributable to more effective use of in-store promotions and advertising
expenditures. The third quarter increase was partially offset by lower sales
levels in the first six and last three months of 1997 at La Victoria. The lower
sales for the first six months of 1997 was due to the withdrawal from certain
less profitable markets in the eastern and central United States.
Cost of Sales and Gross Margin. Gross margin for the year ended
December 31, 1997 was $28,463,000 compared to $25,867,000 for the year ended
December 31, 1996, an increase of $2,596,000, or 10.0%. As a percentage of net
sales, gross margin increased from 43.6% for the year ended December 31, 1996 to
44.9% for the year ended December 31, 1997. The increase in gross margin was
attributable to the increased sales as compared to 1996 and improved
manufacturing efficiencies due to cost controls at La Victoria.
Operating Expenses. Operating expenses for the year ended December 31,
1997 were $26,942,000 compared to $23,051,000 for the year ended December 31,
1996, an increase of $3,891,000, or 16.9%. As a percentage of net sales,
operating expenses increased from 38.8% for the year ended December 31, 1996 to
42.5% for the year ended December 31, 1997. The increase in operating expenses
was due to higher transportation costs to new markets (Arkansas and Louisiana)
served by Calidad, the increased administrative costs of operating as a public
company, a $2,915,000 contract termination payment to Mr. Tanklage and operating
expenses incurred by La Monita and Sauces Unlimited subsequent to their
acquisitions. The expense increases were offset by a $242,000 decrease in
non-compete and consulting payments to two former shareholders that were
incurred in 1996 but not in 1997. Excluding the payment
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<PAGE> 21
to Mr. Tanklage, operating expenses for the year ended December 31, 1997 were
$24,027,000, or 37.9% as a percentage of net sales.
Other Expenses. Other expenses for the year ended December 31, 1997
were $754,000 compared to $1,072,000 for the year ended December 31, 1996, a
decrease of $318,000, or 29.7%. As a percentage of net sales, other expenses
decreased from 1.8% for the year ended December 31, 1996 to 1.2% for the year
ended December 31, 1997. The decrease was due to reduced working capital
borrowings and lower term debt balance at La Victoria, interest income generated
by funds raised from the Initial Public Offering and a $70,000 write-off of
equipment that was incurred in 1996 but not in 1997.
Taxes. The Company had income tax expense of $484,000 for the year
ended December 31, 1997 compared to income tax expense of $871,000 for the year
ended December 31, 1996, a decrease of $387,000. The decrease in tax expense was
primarily the result of lower taxable income for the year ended December 31,
1997 compared to the year ended December 31, 1996.
Net Income. For the reasons described above, pro forma net income for
the year ended December 31, 1997 was $283,000 compared to $873,000 for the year
ended December 31, 1996, a decrease of $590,000, or 67.6%. As a percentage of
net sales, net income decreased from 1.5% for the year ended December 31, 1996
to 0.4% for the year ended December 31, 1997. Excluding the $1,771,000 after-tax
effect of the termination payment to Mr. Tanklage discussed under "Operating
Expenses" above, the Company realized a net income of $2,054,000, or 3.2% as a
percentage of net sales for the year ended December 31, 1997.
VARIABILITY IN QUARTERLY OPERATING RESULTS; SEASONALITY
The Company has experienced a minimal degree of seasonality over the
three previous years. Minor increases in tortilla, spice, meat and cheese sales
normally occur during the winter months. A similar sales increase for tortilla
chips and Mexican salsas and sauces is experienced during the summer months. The
Company believes that the relative inelasticity of demand for grocery products
is an insulating factor against material fluctuations in the Company's sales
levels. Anticipated sales gains due to product acceptance and favorable market
demographics should also serve as a seasonality buffer.
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company's losses and restricted access to capital
adversely affected the Company's ability to pursue acquisition and growth
opportunities. As the net sales of the Company have grown, the Company
experienced increased working capital requirements. These working capital
requirements were funded largely by borrowings under asset-based working capital
facilities. An initial $2,000,000 facility was funded in May 1993, with
effective interest rates ranging from prime rate plus 0.75% per annum to prime
rate plus 5.0% per annum as of the termination date. This facility was replaced
in April 1995 by the $2,000,000 Revolving Facility with a different lender. The
Revolving Facility accrued interest at prime rate plus 1.75%.
Although The Shansby Group has provided certain funding since acquiring
the Company in 1992, The Shansby Group was limited in the amount of funding it
was able to provide because of constraints imposed by its investment objectives.
Nevertheless, because of the Company's net losses incurred in 1994 and the
decrease in the Company's available working capital facility in effect during
that year, The Shansby Group made several capital infusions that totaled
$1,085,000 in 1994. Furthermore, in order to fund capital expenditures,
including the El Paco acquisition, that were required to relocate and modernize
Calidad's plant in late 1995, The Shansby Group funded $400,000 of the
$2,529,000 of these capital and other expenditures. The remaining $2,129,000 was
funded with (i) $600,000 under the Term Loan, (ii) a consulting and non-compete
agreement with the shareholders of El Paco under which the Company was obligated
to pay $549,000 and which was treated as indebtedness for financial accounting
purposes (the "El Paco Non-Compete"), (iii) a federal income tax refund of
$539,000, (iv) $162,000 from the sale of surplus manufacturing equipment and (v)
past due accounts receivable collections made in late 1994. The Term Loan was
initially funded in November 1995, accrued interest at prime rate plus 2.0% per
annum and was payable in 48 monthly principal
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<PAGE> 22
installments of $12,500 plus interest. The Term Loan and the Revolving Facility
were secured by a first lien on Calidad's equipment, inventory, accounts
receivable and general intangibles. The Company used the net proceeds from the
Initial Public Offering to repay all amounts outstanding under, and to
terminate, the Revolving Facility and the Term Loan. In connection with the
termination of the Revolving Facility, the Company paid a $20,000 termination
fee and expensed deferred financing costs of $29,000. The El Paco Non-Compete is
due in monthly installments of $11,667, with interest imputed at 10.0%, through
November 2000.
In connection with the acquisition of the Company by The Shansby Group
in 1992, a $1 million subordinated note was issued to the former shareholder of
the Company (the "Calidad Shareholder Note"). The Calidad Shareholder Note was
originally scheduled to mature on March 26, 1997. Because of funding constraints
on the Company, the former shareholder agreed to extend the note for an
additional two years to March 26, 1999. Interest on this note was increased from
8.0% per annum to 10.5% per annum. The Company used a portion of the net
proceeds from the Initial Public Offering to repay the Calidad Shareholder Note.
Working capital at December 31, 1997 increased by approximately
$13,502,000 to $11.9 million from a deficit of $1.6 million at December 31,
1996. The primary reason for the increase was the working capital acquired in
connection with the Initial Public Offering and the acquisitions.
During 1997, the Company's operating activities used cash of
$1,182,000. The cash used in operations was the result of the net loss of
$563,000 offset by noncash items, including depreciation, amortization, and
deferred taxes, which totaled $897,000, and the net increase in working capital
components of $1,516,000. The increase in working capital components was net of
the effects of the acquisitions, which provided working capital of approximately
$11,986,000.
During 1997, the Company used net cash in investing activities of
approximately $24,160,000 primarily as a result of the acquisitions of La
Victoria, La Monita and Sauces Unlimited which, in the aggregate, used cash of
approximately $23,591,000. Furthermore, approximately $11,160,000 of additional
purchase price for the acquisitions was noncash. The acquisitions also had the
noncash effect on investing activities by increasing property and equipment by
$11,356,000, and goodwill, tradenames and trademarks by $22,407,000.
The Company's financing activities during 1997 provided net cash of
approximately $25,505,000. The Company's Initial Public Offering provided net
proceeds of $32,725,000 of which $5,866,000 was simultaneously used to redeem
788,500 shares of Common Stock. During 1997, the Company's line of credit
increased by $387,000 and long-term debt payments totaled $1,741,000. Noncash
financing activities included the long-term debt and capital lease obligations
assumed in connection with the acquisitions of $7,002,000, as well as a capital
lease transaction for approximately $490,000.
The Company estimates that normal capital expenditures for the
foreseeable future will range from $500,000 to $750,000 per year.
The Initial Public Offering was consummated on September 2, 1997 and
raised $28.1 million net of underwriting discounts and offering expenses. As was
contemplated in the prospectus for the Initial Public Offering, $2.5 million was
utilized to retire the Company's revolving credit facility, term loan facility
and a note to a former shareholder, $12 million was paid to Mr. Tanklage
pursuant to the La Victoria acquisition and $5.9 million was used to repurchase
788,500 shares owned by The Shansby Group and TSG International. On September
17, 1997, the underwriters exercised their option to purchase 600,000 shares to
cover over-allotments. The sale of these shares raised an additional $4.5
million, net of the underwriters' discount.
Included in the La Victoria purchase was the assumption of a $5 million
note payable to a former shareholder of that company. The offering prospectus
indicated an intent to refinance this note after the Initial Public Offering,
and the note was refinanced under the La Victoria credit facility described
below. To provide the Company with the ability and flexibility to pursue future
acquisitions, the Company executed a $10 million credit facility with Union Bank
of California on October 16, 1997. This facility accrues interest at the lower
of the bank's prime rate or LIBOR plus 1.50
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<PAGE> 23
points and requires the bank's approval for any acquisition that requires access
to more than $5 million of the facility. As of December 31, 1997, approximately
$8.3 million was available under this facility.
On September 30, 1997, the Company acquired certain assets of the
company doing business as La Monita Mexican Food Products, Inc. ("La Monita") in
Houston, Texas and related liabilities were assumed. The $2.9 million purchase
price included a $950,000 payment to the former owner of La Monita, with the
remainder used to retire certain debt and fund transaction expenses. The cash
payments were made with available cash reserves resulting from the Initial
Public Offering.
On October 30, 1997, the Company acquired Sauces Unlimited. The $3.0
million purchase price included a $2.4 million payment to two former
shareholders, $314,000 to retire a term loan and revolving credit facility, the
assumption of $207,000 in long-term debt and the issuance of warrants to
purchase 40,000 shares of Common Stock. The cash payments were made with
available cash reserves resulting from the Initial Public Offering.
In December 1997, Mr. Robert C. Tanklage received a payment of
$2,915,000 from the Company as a severance payment in accordance with the
provisions of his employment agreement with La Victoria. This payment was funded
with available cash reserves resulting from the Initial Public Offering.
Prior to December 31, 1997, $3.6 million of the $5 million advance from
Union Bank, used to pay a note to a former shareholder of La Victoria as
discussed above, was liquidated using available cash reserves. After this loan
payment was made, the Company had $8.3 million in availability under the $10
million credit facility with Union Bank of California.
On January 9, 1998, the Company acquired Tortilla King. The $8.3
million purchase price included a $5 million payment to the former shareholder,
$2.5 million in Common Stock, $390,000 to retire term debt and $467,000 in
transaction expenses. The cash outlay of $5.8 million was funded under the
Company's credit facility with Union Bank of California.
After the acquisitions referred to above, the Company had minimal cash
reserves but $3.3 million of availability under its credit facility with Union
Bank of California as of January 31, 1998. The Company believes that the funds
available to it from internally generated funds and under its existing credit
facility are sufficient to conduct its operations. However, in order to pursue
its acquisition program, the Company anticipates that it will obtain an
acquisition facility from one or more lending institutions. The Company has not
yet obtained any commitments for such facility.
INFLATION AND CHANGES IN PRICES
The cost of ingredients (e.g., corn flour and wheat flour) for products
that Calidad manufactures rise and fall in line with their value in the
commodity markets. The Company endeavors to insulate itself from wide variations
in prices by entering into supply contracts on a 90- to 360-day basis.
Generally, increases in raw material costs are recovered with periodic product
price increases. Product pricing for products manufactured by third parties are
negotiated. When price increases occur, the Company passes these increases on to
the retailer.
FORWARD-LOOKING INFORMATION
Information included in this Annual Report on Form 10-K, including
information incorporated by reference herein, contains forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act, including projections, estimates and expectations.
Those statements by their nature are subject to certain risks, uncertainties and
assumptions and will be influenced by various factors. Should one or more of
these statements or their underlying assumptions prove to be incorrect, actual
results could vary materially. Although the Company believes that such
projections, estimates and expectations are based on reasonable assumptions, it
can give no assurance that such projections, estimates and expectations will be
achieved. Important factors that could cause actual results to differ materially
from those in the forward-looking statements herein include economic
developments,
- 23 -
<PAGE> 24
federal and state regulatory developments, conditions of the capital markets and
equity markets during the periods covered by the forward-looking statements and
changes in consumer consumption trends, in the demographics of the Company's
primary markets and in the price of raw materials used in the Company's
manufacturing of products, the ability of the Company to find appropriate
acquisition candidates, the ability of the Company to negotiate and consummate
acquisitions on acceptable terms and the ability of the Company to integrate the
operations of acquired companies into existing operations. In addition, certain
of such projections and expectations are based on historical results, which may
not be indicative of future performance.
YEAR 2000
Historically, most computer systems (including microprocessors embedded
into plant equipment and other machinery) utilized software that processed
transactions using two digits to represent the year of the transaction (i.e., 98
represents the year 1998). This software (including software built into embedded
microprocessors) requires modification to properly process dates beyond December
31, 1999 (the "Year 2000 Issue"). The Company presently believes that the Year
2000 Issue will not have a material adverse effect on the Company's operations.
The Company intends to initiate formal communications with all of its
significant suppliers and large customers to determine the extent to which the
Company is vulnerable to those third parties' potential failure to remediate
their own Year 2000 Issue. However, there can be no guarantee that the systems
of other companies, on which the Company's systems rely, will be timely
converted, or that a 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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Based on the Company's market capitalization, the quantitative and
qualitative disclosures required by Rule 305 of the Exchange Act are required
for the Company's Annual Report on Form 10-K for the year ended December 31,
1998 and, if material, will be so included.
- 24 -
<PAGE> 25
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Independent Auditors' Reports F-2
Financial Statements
Consolidated Balance Sheets F-4
Consolidated Statements of Operations F-5
Consolidated Statements of Shareholders' Equity F-6
Consolidated Statements of Cash Flows F-7
Notes to Consolidated Financial Statements F-8
</TABLE>
F-1
<PAGE> 26
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
Authentic Specialty Foods, Inc.
Grand Prairie, Texas
We have audited the accompanying consolidated balance sheets of Authentic
Specialty Foods, Inc. and Subsidiaries as of December 31, 1997 and 1996, and the
related consolidated statements of operations, shareholders' equity, and cash
flows for each of the two years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Authentic Specialty
Foods, Inc. and Subsidiaries as of December 31, 1997 and 1996, and the results
of their operations and their cash flows for the years then ended in conformity
with generally accepted accounting principles.
McGLADREY & PULLEN, LLP
Minneapolis, Minnesota
March 17, 1998
F-2
<PAGE> 27
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
Authentic Specialty Foods, Inc.
(f/k/a Calidad Foods, Inc.)
Grand Prairie, Texas
We have audited the accompanying statements of operations, shareholders' equity,
and cash flows of Authentic Specialty Foods, Inc. (f/k/a Calidad Foods, Inc.)
for the year ended December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of Authentic
Specialty Foods, Inc. (f/k/a Calidad Foods, Inc.) for the year ended December
31, 1995, in conformity with generally accepted accounting principles.
RYLANDER, CLAY & OPITZ, L.L.P.
Fort Worth, Texas
March 15, 1996
F-3
<PAGE> 28
AUTHENTIC SPECIALTY FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
ASSETS (NOTE 4) 1997 1996
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 363,371 $ 200,479
Accounts receivable, net of allowances for doubtful accounts
and market development fund of $292,000 in 1997 and
$75,000 in 1996 (Note 8) 4,859,352 1,474,753
Inventories (Note 3) 13,321,475 780,222
Prepaid expenses 425,241 108,104
Prepaid income taxes 358,274 --
Deferred income taxes (Note 6) 725,000 --
-------------------------------------
TOTAL CURRENT ASSETS 20,052,713 2,563,558
-------------------------------------
Property and Equipment, at cost (Note 5)
Buildings under capital lease 6,025,000 --
Equipment 8,975,349 2,722,438
Leasehold improvements 855,311 730,975
Fixtures 448,033 568,249
-------------------------------------
16,303,693 4,021,662
Less accumulated depreciation and amortization 1,724,450 1,199,125
-------------------------------------
14,579,243 2,822,537
-------------------------------------
Other Assets (Note 2)
Trademarks and tradenames, net of accumulated amortization of
$69,167 and $-0-, respectively 8,230,833 --
Goodwill, net of accumulated amortization of $595,267 in
1997 and $386,379 in 1996 15,813,456 1,646,667
Other 103,810 56,376
-------------------------------------
24,148,099 1,703,043
-------------------------------------
$ 58,780,055 $ 7,089,138
=====================================
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY 1997 1996
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Current Liabilities
Line of credit (Note 4) $ 1,706,452 $ 1,319,442
Current portion of long-term debt 1,512,000 766,432
Accounts payable 2,778,293 1,723,999
Accrued compensation 614,696 --
Other accrued expenses 1,491,787 217,505
Income taxes payable -- 92,739
-------------------------------------
TOTAL CURRENT LIABILITIES 8,103,228 4,120,117
-------------------------------------
Long-Term Debt, less current portion (Notes 4 and 5) 7,419,894 919,866
-------------------------------------
Deferred Income Taxes (Note 6) 2,807,000 --
-------------------------------------
Commitments and Contingencies (Notes 5 and 10)
Shareholders' Equity (Notes 7 and 9)
Preferred stock, $0.01 par value; 5,000,000 shares authorized -- --
Common stock, $1.00 par value; 20,000,000 shares authorized 7,786,500 1,700,000
Additional paid-in capital 34,737,430 1,860,152
Accumulated deficit, since January 1, 1994 (2,073,997) (1,510,997)
-------------------------------------
40,449,933 2,049,155
-------------------------------------
$ 58,780,055 $ 7,089,138
=====================================
</TABLE>
See Notes to Consolidated Financial Statements.
F-4
<PAGE> 29
AUTHENTIC SPECIALTY FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
<TABLE>
<CAPTION>
1997 1996 1995
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales (Note 8) $ 37,203,363 $ 21,198,408 $ 21,028,390
Cost of sales 22,328,287 14,081,436 14,266,056
---------------------------------------------------------
GROSS MARGIN 14,875,076 7,116,972 6,762,334
Operating expenses:
Selling, general, and administrative 12,344,763 6,767,617 6,940,177
Employment contract termination (Note 2) 2,915,521 - -
---------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS (385,208) 349,355 (177,843)
---------------------------------------------------------
Other income (expense):
Interest expense (507,211) (327,994) (219,142)
Other, net 27,419 (19,994) (130,356)
---------------------------------------------------------
(479,792) (347,988) (349,498)
---------------------------------------------------------
INCOME (LOSS) BEFORE INCOME TAXES (865,000) 1,367 (527,341)
Income tax benefit (Note 6) 302,000 - -
---------------------------------------------------------
NET INCOME (LOSS) $ (563,000) $ 1,367 $ (527,341)
=========================================================
Basic and diluted earnings (loss) per common share $ (0.15) $ - $ (0.31)
=========================================================
Weighted-average number of common shares
outstanding 3,693,058 1,700,000 1,700,000
=========================================================
</TABLE>
See Notes to Consolidated Financial Statements.
F-5
<PAGE> 30
AUTHENTIC SPECIALTY FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
<TABLE>
<CAPTION>
Preferred Stock Common Stock
-------------------------- ------------------------------
Shares Amount Shares Amount
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance, December 31, 1994 35,814 $ 358 1,700,000 $ 1,700,000
Cancellation of preferred stock (35,814) (358) -- --
Contribution of capital -- -- -- --
Net loss -- -- -- --
---------------------------------------------------------------
Balance, December 31, 1995 -- -- 1,700,000 1,700,000
Net income -- -- -- --
---------------------------------------------------------------
Balance, December 31, 1996 -- -- 1,700,000 1,700,000
Sale of common stock in initial public offering,
net of issuance costs of $1,499,473 -- -- 4,600,000 4,600,000
Redemption of common stock (Note 2) -- -- (788,500) (788,500)
Common stock issued in connection with acquisition
of La Victoria Foods, Inc. (Note 2) -- -- 2,275,000 2,275,000
Warrants for common stock issued in connection
with acquisitions of La Monita Mexican Food
Products and Sauces Unlimited, Inc.
(Notes 2 and 9) -- -- -- --
Tax benefit of net operating loss utilized (Note 7) -- -- -- --
Net loss -- -- -- --
---------------------------------------------------------------
Balance, December 31, 1997 -- $ -- 7,786,500 $ 7,786,500
===============================================================
</TABLE>
<TABLE>
<CAPTION>
Additional
Paid-In Accumulated
Capital Deficit Total
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance, December 31, 1994 $ 1,459,794 $ (985,023) $ 2,175,129
Cancellation of preferred stock 358 -- --
Contribution of capital 400,000 -- 400,000
Net loss -- (527,341) (527,341)
-------------------------------------------------
Balance, December 31, 1995 1,860,152 (1,512,364) 2,047,788
Net income -- 1,367 1,367
-------------------------------------------------
Balance, December 31, 1996 1,860,152 (1,510,997) 2,049,155
Sale of common stock in initial public offering,
net of issuance costs of $1,499,473 28,124,527 -- 32,724,527
Redemption of common stock (Note 2) (5,077,940) -- (5,866,440)
Common stock issued in connection with acquisition
of La Victoria Foods, Inc. (Note 2) 8,693,000 -- 10,968,000
Warrants for common stock issued in connection
with acquisitions of La Monita Mexican Food
Products and Sauces Unlimited, Inc.
(Notes 2 and 9) 192,000 -- 192,000
Tax benefit of net operating loss utilized (Note 7) 945,691 -- 945,691
Net loss -- (563,000) (563,000)
-------------------------------------------------
Balance, December 31, 1997 $ 34,737,430 $ (2,073,997) $ 40,449,933
=================================================
</TABLE>
See Notes to Consolidated Financial Statements.
F-6
<PAGE> 31
AUTHENTIC SPECIALTY FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
<TABLE>
<CAPTION>
1997 1996 1995
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash Flows From Operating Activities
Net income (loss) $ (563,000) $ 1,367 $ (527,341)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Deferred income taxes (302,000) -- --
Depreciation 916,470 515,117 354,716
Amortization 278,055 242,081 197,187
Loss (gain) on disposal of property and
equipment 4,487 22,240 191,574
Changes in assets and liabilities, net of effects
of acquisitions:
Receivables (192,510) (151,527) 430,565
Inventory 700,441 88,516 (157,477)
Prepaid expenses 126,291 26,973 (59,726)
Accounts payable (1,302,321) (232,199) 244,740
Accrued expenses (847,883) 52,231 16,352
-----------------------------------------------------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES (1,181,970) 564,799 690,590
-----------------------------------------------------
Cash Flows From Investing Activities
Purchase of property and equipment (620,743) (320,988) (1,256,552)
Acquisition of La Victoria Foods, Inc. (17,529,362) -- --
Acquisition of other businesses (6,061,305) (159,921) (516,453)
Change in other assets 51,697 (28,540) (48,466)
-----------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES (24,159,713) (509,449) (1,821,471)
-----------------------------------------------------
</TABLE>
(Continued)
AUTHENTIC SPECIALTY FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
<TABLE>
<CAPTION>
1997 1996 1995
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash Flows From Financing Activities
Increase (decrease) in line of credit 387,010 568,509 111,664
Borrowing (repayment) on note payable to
officer -- (80,000) 80,000
Proceeds of long-term debt -- -- 600,000
Payments made on long-term debt (1,740,522) (352,407) (288,641)
Net proceeds from common stock issued 32,724,527 -- --
Redemption of common stock (5,866,440) -- --
Capital contributions -- -- 400,000
------------------------------------------------
NET CASH PROVIDED BY FINANCING
ACTIVITIES 25,504,575 136,102 903,023
------------------------------------------------
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 162,892 191,452 (227,858)
Cash and Cash Equivalents
Beginning 200,479 9,027 236,885
------------------------------------------------
Ending $ 363,371 $ 200,479 $ 9,027
================================================
Supplemental Disclosures of Cash Flow Information
Cash paid for interest $ 524,930 $ 327,994 $ 219,142
Cash paid for income taxes 330,085 -- --
================================================
Supplemental Schedule of Noncash Investing and
Financing Activities (Note 2)
Equipment acquired under capital lease $ 490,000 $ -- $ --
================================================
</TABLE>
See Notes to Consolidated Financial Statements.
F-7
<PAGE> 32
AUTHENTIC SPECIALTY FOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Nature of Business and Summary of Significant Accounting Policies
NATURE OF BUSINESS: Authentic Specialty Foods, Inc. and Subsidiaries (the
"Company") is engaged in the manufacture, distribution, and sale of a wide
variety of Mexican food products primarily to grocery stores, independent retail
and wholesale food outlets, and individual retailers located primarily in the
western United States and Texas.
PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiaries, LV Foods, L.L.C., La
Victoria Foods, Inc., La Monita Mexican Food Products, Inc. and Sauces
Unlimited, Inc. All material intercompany accounts and transactions have been
eliminated in consolidation.
USE OF ESTIMATES: The preparation of the consolidated financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and their reported amounts of revenue and expenses
during the reporting period. Actual results could differ from those estimates.
REVENUE RECOGNITION: The Company recognizes revenue upon delivery of the product
to customers or distributors.
CASH AND CASH EQUIVALENTS: For purposes of reporting cash flows, the Company
considers all highly liquid debt instruments purchased with original maturities
of three months or less to be cash equivalents.
The Company maintains its cash in bank deposit accounts which, at times, exceed
federally insured limits. The Company has not experienced any losses in such
accounts.
FAIR VALUE OF FINANCIAL INSTRUMENTS: The fair value of cash and cash
equivalents, accounts receivable, and accounts payable approximates the carrying
amount because of the short maturity of those investments. The fair value of the
short- and long-term debt is estimated based on interest rates for the same or
similar debt offered to the Company having the same or similar remaining
maturities and collateral requirements and approximates the fair value.
INVENTORIES: Inventories are valued at the lower of cost or market. Cost is
determined on the first-in, first-out ("FIFO") method.
DEPRECIATION AND AMORTIZATION: Depreciation and amortization are provided using
the straight-line method based on the estimated useful lives of individual
assets over the following periods:
<TABLE>
<CAPTION>
YEARS
-----------------------------------------------------
<S> <C>
Fixtures and equipment 3-10
Buildings under capital lease 13
Leasehold improvements Lesser of the term of lease or estimated useful lives
Goodwill 25-40
Trademarks and tradenames 40
</TABLE>
F-8
<PAGE> 33
AUTHENTIC SPECIALTY FOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
The Company reviews its long-lived assets, trademarks, and goodwill related to
those assets periodically to determine potential impairment by comparing the
carrying value of the long-lived assets, trademarks, and identified goodwill
with the estimated future net undiscounted cash flows expected to result from
the use of the assets, including cash flows from disposition. Should the sum of
the expected future net cash flows be less than the carrying value, the Company
would recognize an impairment loss at that date. An impairment loss would be
measured by comparing the amount by which the carrying value exceeds the fair
value (estimated discounted future cash flows) of the long-lived assets and
identified goodwill.
Goodwill not identified with impaired assets will continue to be evaluated to
determine whether events or circumstances warrant a write-down or revised
estimates of useful lives. The Company will determine a potential impairment by
comparing the carrying value of goodwill with the estimated future net
undiscounted cash flows expected to result from the use of the assets, including
cash flows from disposition. Should the sum of the expected future net cash
flows be less than the carrying value, the Company would recognize an impairment
loss at that date. An impairment loss would be measured by comparing the amount
by which the carrying value exceeds the fair value (estimated discounted future
cash flows) of the goodwill.
To date, management has determined that no impairment of long-lived assets and
goodwill exists.
INCOME TAXES: Deferred taxes are provided on a liability method whereby deferred
tax assets are recognized for deductible temporary differences and operating
loss carryforwards and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax basis. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are adjusted for the
effects of changes in tax laws and rates on the date of enactment.
MARKET DEVELOPMENT FUND ALLOWANCE: The Company provides credits to certain
customers related to specific marketing programs upon proof of the participation
by the customer. All credits offered to customers are recorded at the time of
performance as a credit against amounts due from the customers.
EARNINGS (LOSS) PER SHARE: The FASB has issued Statement No. 128, Earnings Per
Share, which supersedes APB Opinion No. 15. Statement No. 128 requires the
presentation of earnings per share by all entities that have common stock or
potential common stock, such as options, warrants, and convertible securities,
outstanding that trade in a public market. Basic per share amounts are computed,
generally, by dividing net income or loss by the weighted-average number of
common shares outstanding. Diluted per share amounts assume the conversion,
exercise, or issuance of all potential common stock instruments, unless the
effect is antidilutive, thereby reducing the loss or increasing the income per
common share.
The Company initially applied Statement No. 128 for the year ended December 31,
1997 and, as required by the statement, has restated all per share information
for the prior years to conform to the statement.
During 1997, the Company granted options and warrants to employees and
consultants to purchase a total of 450,000 shares of common stock at a
weighted-average exercise price of $8.64. Those options and warrants were not
included in the computation of diluted earnings per share because the Company
incurred a loss in 1997 and their inclusion in the calculation of diluted loss
per share would have an antidilutive effect. There were no common stock
equivalents outstanding during the years ended December 31, 1996 and 1995.
Therefore, basic and diluted earnings (loss) per share amounts are the same in
each period presented.
F-9
<PAGE> 34
AUTHENTIC SPECIALTY FOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2. ACQUISITIONS
LA VICTORIA FOODS, INC. ACQUISITION: On September 2, 1997, pursuant to a
contribution and exchange agreement, the Company completed the acquisition of
the beneficial ownership of 100 percent of the capital stock of La Victoria
Foods, Inc. ("La Victoria"). La Victoria is engaged in the manufacture,
distribution, and sale of a variety of salsas and other Mexican sauces. La
Victoria had been owned by the Tanklage family since 1947.
In April 1997, LV Foods, L.L.C. ("LV Foods") acquired a 50 percent interest in
the outstanding shares of La Victoria in exchange for $5 million in cash and a
$7 million note payable to the seller of the shares. LV Foods was owned 99
percent by TSG2 L.P. and TSG2 Management, L.L.C. and 1 percent by the former
chairman of the Company. TSG2 L.P. and TSG2 Management, L.L.C. are affiliates of
The Shansby Group ("Shansby"). Shansby, which is a related party, owned
substantially all of the Company prior to September 1997 (see Note 9).
On September 2, 1997, the Company acquired the 50 percent beneficial interest in
La Victoria held by Mr. Robert C. Tanklage. Mr. Tanklage received a total of
$17,600,000 for his 50 percent interest comprised of $12,000,000 in cash and
875,000 shares of common stock with a fair value of $5,600,000. The Company
employed Mr. Tanklage as president of La Victoria and assumed the obligation
under a five-year employment contract between Mr. Tanklage and La Victoria dated
May 31, 1997. On December 17, 1997, the Company terminated the employment
contract of Mr. Tanklage as part of a succession plan for La Victoria. Pursuant
to the terms of the contract, the Company paid Mr.
Tanklage approximately $2,915,000.
Concurrent with the acquisition of Mr. Tanklage's shares, 100 percent of the
ownership of LV Foods was transferred to the Company and LV Foods became a
wholly-owned subsidiary of the Company.
Because the Company and LV Foods were both controlled by Shansby, the
acquisition of LV Foods by the Company is a transaction between entities under
common control, and accordingly, the net assets and liabilities transferred in
the transaction were accounted for at historical cost in a manner similar to
that in pooling of interests accounting. Accordingly, the purchase price of LV
Foods is based on LV Foods' historical cost investment in La Victoria, its only
asset. This amount is based on LV Foods' original investment in La Victoria of
$12 million in April 1997, adjusted for net equity method adjustments.
F-10
<PAGE> 35
AUTHENTIC SPECIALTY FOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2. ACQUISITIONS (CONTINUED)
<TABLE>
<S> <C>
Purchase price components (in thousands):
Common stock issued to Mr. Tanklage $ 5,600
Cash payments to Mr. Tanklage 12,000
Common stock issued to Shansby and former chairman for LV Foods 5,368
Retirement of note payable assumed 5,061
Transaction expenses 468
--------
Total purchase price $ 28,497
========
Fair value of net assets acquired 13,398
--------
Excess of purchase price over book value of net assets acquired $ 15,099
========
The excess purchase price has been allocated as follows (in thousands):
Trademarks and tradenames $ 8,300
Goodwill 10,277
Deferred taxes on amounts allocated to identified net assets other than goodwill (3,478)
--------
$ 15,099
========
</TABLE>
The present value of the payments required under the capital leases with the
Tanklage estate exceeded the fair value of the related real estate. Accordingly,
the excess of the payments over the fair value of the real estate represents
additional purchase price and has been recorded as a deferred purchase price
liability (see Note 4).
ACQUISITION OF LA MONITA MEXICAN FOOD PRODUCTS, INC.: On September 30, 1997, the
Company acquired the net assets of La Monita Mexican Food Products, Inc. ("La
Monita"), a manufacturer and distributor of Mexican food products located in
Victoria, Texas, for approximately $2.9 million in cash, $950,000 of which was
paid directly to the former owner with the remainder used to retire certain
debt, plus transaction expenses of approximately $292,000. The acquisition has
been accounted for as a purchase. The purchase price has been allocated
approximately as follows: property and equipment of $1.2 million, current assets
of $416,000, current liabilities of $800,000, and long-term debt of $60,000. The
cost in excess of the fair value of the net assets acquired of approximately
$2.4 million has been allocated to goodwill and is being amortized over an
estimated life of 25 years.
F-11
<PAGE> 36
AUTHENTIC SPECIALTY FOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2. ACQUISITIONS (CONTINUED)
ACQUISITION OF SAUCES UNLIMITED, INC.: On October 30, 1997, the Company executed
a stock purchase agreement with Sauces Unlimited, Inc., a manufacturer of salsas
and other Mexican food sauces located in San Antonio, Texas. The $3.0 million
purchase price included a $2.4 million payment to two former stockholders,
$300,000 to retire a term loan and revolving credit facility, and transaction
expenses of approximately $286,000. In addition, the former owners received
warrants to acquire a total of 40,000 shares of the Company's common stock at an
exercise price of $11.125 per share. The five-year warrant is exercisable
immediately. The estimated fair value of these warrants of approximately $79,000
was included as a transaction cost.
The acquisition has been accounted for as a purchase. The purchase price has
been allocated approximately as follows: property and equipment of $770,000,
current assets of $1,570,000, other assets of $100,000, current liabilities of
$847,000, and long-term debt of $200,000. The cost in excess of the fair value
of the net assets acquired of approximately $1,673,000 has been allocated to
goodwill and is being amortized over an estimated life of 25 years.
The above acquisitions, in aggregate, had the following noncash effect on the
accompanying statement of cash flows for the year ended December 31, 1997 (in
thousands):
<TABLE>
<S> <C>
Common stock and warrants for common stock issued in connection with the acquisitions $11,160
=======
Working capital acquired:
Current assets:
Accounts receivable $ 3,192
Inventory 13,241
Other current assets 444
-------
Total current assets 16,877
=======
Current liabilities:
Current portion of long-term debt 1,493
Accounts payable and other current liabilities 4,937
-------
Total current liabilities 6,430
-------
Net working capital $10,447
=======
Property and equipment $11,536
=======
Goodwill, trademarks, and tradenames $22,407
=======
Deferred taxes, net $ 2,002
=======
Long-term debt and capital lease obligations assumed $ 7,002
=======
</TABLE>
The results of operations of each of the above acquired companies since their
respective dates of acquisition have been included in the accompanying
consolidated statement of operations for the year ended December 31, 1997. The
following unaudited pro forma summary represents the consolidated results of
operations as if the acquisitions had occurred at the beginning of the periods
presented after giving effect to certain adjustments, primarily the amortization
of intangibles, and do not purport to be indicative of what would have occurred
had the acquisitions been made as of those dates or of results which may occur
in the future (in thousands, except per share data).
F-12
<PAGE> 37
AUTHENTIC SPECIALTY FOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2. ACQUISITIONS (CONTINUED)
<TABLE>
<CAPTION>
PRO FORMA (UNAUDITED)
----------------------
1997 1996
-------- --------
<S> <C> <C>
Net sales $ 76,945 $ 76,769
Net income (loss) (85) 712
Basic and diluted income (loss) per common share (0.01) 0.09
</TABLE>
NOTE 3. INVENTORIES
Inventories consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
1997 1996
----------- -----------
<S> <C> <C>
Raw materials $ 1,185,478 $ 83,265
Supplies 354,767 246,849
Finished goods 11,781,230 450,108
----------- -----------
$13,321,475 $ 780,222
=========== ===========
</TABLE>
NOTE 4. NOTES PAYABLE
LINE OF CREDIT: The Company has a $10,000,000 revolving line-of-credit agreement
with a bank, expiring September 30, 1998. Advances under the agreement are
subject to borrowing base requirements and bear interest at the lower of the
bank's reference rate or LIBOR plus 1.5 percent. The interest rate was 8.5
percent at December 31, 1997. Borrowings under the agreement are secured by
substantially all assets of the Company. The agreement also contains certain
financial covenants, including maintaining minimum tangible net worth and debt
to tangible net worth ratios as well as not incurring a net loss before taxes in
any fiscal quarter. The Company has received the bank's consent to certain
departures from certain of these covenants.
LONG-TERM DEBT: Long-term debt consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1997 1996
---- ----
<S> <C> <C>
Noncompete and consulting agreement with El Paco Foods, Inc.'s selling
shareholders, discounted at 10%, due in monthly installments of $11,667,
through November 2000 $ 352,990 $ 452,262
Notes payable to finance company, bearing interest at approximately 9%,
due in monthly installments of $8,299, including interest, through January
2000 180,456 --
Note payable to bank, bearing interest at 6.48%, due in monthly installments
of $91,667, plus interest, through October 1998 916,667 --
Deferred purchase price for La Victoria acquisition resulting from fair value
adjustment to capital leases with former owner of La Victoria (Note 2). Interest
imputed at 9.75%, due in monthly installments of $10,576,
including interest, through July 2010 925,000 --
Other notes payable retired in 1997 -- 1,234,036
</TABLE>
F-13
<PAGE> 38
AUTHENTIC SPECIALTY FOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
<S> <C> <C>
Capital lease obligations (Note 5) 6,556,781 --
---------- ----------
8,931,894 1,686,298
Less current maturities 1,512,000 766,432
---------- ----------
$7,419,894 $ 919,866
========== ==========
</TABLE>
At December 31, 1997, approximate maturities of long-term debt, including
capital lease obligations, are as follows:
<TABLE>
<S> <C>
Years ending December 31:
1998 $1,512,000
1999 645,000
2000 602,000
2001 494,000
2002 538,000
Thereafter 5,141,000
----------
$8,932,000
==========
</TABLE>
NOTE 5. LEASE COMMITMENTS
The Company leases its facilities and certain equipment under both capital and
operating leases. Certain equipment and office space is leased month to month.
Certain of the lease agreements can be adjusted periodically, based on changes
in the Consumer Price Index. Increases in rent payments as a result of these
changes are expensed as incurred.
The total minimum lease commitment under terms of operating and capital lease
agreements at December 31, 1997, is as follows:
<TABLE>
<CAPTION>
OPERATING CAPITAL
----------- -----------
<S> <C> <C>
Year ending December 31:
1998 $ 897,000 $ 952,000
1999 651,000 952,000
2000 528,000 952,000
2001 448,000 934,000
2002 448,000 934,000
Thereafter 1,051,000 6,456,000
----------- -----------
$ 4,023,000 11,180,000
=========== ===========
Less amount representing interest (8% to 9.75%) 4,623,219
-----------
$ 6,556,781
===========
</TABLE>
The total rental expense relating to facilities and equipment included in the
statements of operations for the years ended December 31, 1997, 1996, and 1995
was $580,000, $475,000, and $581,000, respectively.
F-14
<PAGE> 39
AUTHENTIC SPECIALTY FOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6. INCOME TAXES
Income tax expense (benefit) consisted of the following:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------------------
1997 1996 1995
--------- ------------ ------------
<S> <C> <C> <C>
Current $ -- $ -- $ --
Deferred $(302,000) $ -- $ --
--------- ------------ ------------
$(302,000) $ -- $ --
========= ============ ============
</TABLE>
The Company's income tax expense (benefit) differed from the statutory federal
rate as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------------------
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
Statutory rate applied to income (loss) before
tax $ (303,000) $ -- $ (185,000)
State income taxes (52,000) -- --
Change in valuation allowance (1,269,000) -- --
Tax benefit of net operating less utilized
(pre-quasi-reorganization) 945,691 -- --
Nondeductible expenses 390,309 28,000 28,000
Tax benefit not utilized (utilized) (14,000) (28,000) 157,000
----------- ----------- -----------
$ (302,000) $ -- $ --
=========== =========== ===========
</TABLE>
The components of deferred taxes are as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------------------------
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
Deferred tax liabilities:
Intangibles $(3,846,000) $ -- $ --
Buildings under capital lease (2,588,000) -- --
Property and equipment (267,000) -- --
Other (20,000) (43,000) --
----------- ----------- -----------
(6,721,000) (43,000) --
----------- ----------- -----------
Deferred tax assets:
Net operating loss carryforward 1,503,000 1,238,000 1,197,000
Accrued expenses 322,000 48,000 47,000
Allowances 137,000 26,000 20,000
Other assets 110,000 -- --
Capital lease obligations 2,415,000 -- --
Depreciation and amortization 152,000 -- 33,000
----------- ----------- -----------
4,639,000 1,312,000 1,297,000
Less valuation allowance -- (1,269,000) (1,297,000)
----------- ----------- -----------
4,639,000 43,000 --
----------- ----------- -----------
$(2,082,000) $ -- $ --
=========== =========== ===========
</TABLE>
F-15
<PAGE> 40
AUTHENTIC SPECIALTY FOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6. INCOME TAXES (CONTINUED)
The components giving rise to the net deferred tax liabilities described above
have been included in the accompanying balance sheets as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------------------
1997 1996 1995
----------- --------- ---------
<S> <C> <C> <C>
Current Assets $ 725,000 $ -- $ --
Noncurrent (liabilities) (2,807,000) $ -- $ --
----------- --------- ---------
$(2,082,000) $ -- $ --
=========== ========= =========
</TABLE>
During 1997, the valuation allowance was eliminated because, as a result of the
acquisitions, the Company believes it is now more likely than not that those
assets will be realized. A portion of the deferred tax assets previously
reserved for, principally net operating losses, were generated before the
Company's quasi-reorganization and have been recorded as a direct addition to
additional paid-in capital (see Note 7).
At December 31, 1997, the Company had net operating losses of approximately
$4,303,000 expiring as follows:
<TABLE>
<S> <C>
Expiration date:
2008 $3,059,000
2009 415,000
2010 47,000
2011 119,000
2012 663,000
</TABLE>
These net operating losses are subject to certain annual limitations resulting
primarily from the initial public offering. Currently the annual limitation is
approximately $760,000.
NOTE 7. SHAREHOLDERS' EQUITY
PREFERRED STOCK: Under the Company's Restated Articles of Incorporation, the
Board of Directors of the Company is authorized to issue, from time to time,
without any action on the part of the Company's shareholders, up to 5,000,000
shares of preferred stock in one or more series, with such relative rights,
powers, preferences, limitations, and restrictions as are determined by the
Board of Directors at the time of issuance. Accordingly, the Board of Directors
is empowered to issue preferred stock with dividend, liquidation, conversion,
voting, or other rights which could adversely affect the voting power or other
rights of the holders of common stock. In the event of such issuance, the
preferred stock could be utilized, under either circumstance, as a method of
discouraging, delaying, or preventing a change in control of the Company.
QUASI-REORGANIZATION: The Board of Directors approved a corporate readjustment
of the accounts as of December 31, 1993, effected in accordance with accounting
principles applicable to quasi-reorganizations. At December 31, 1993, the
Company's assets and liabilities approximated fair value, and accordingly, there
was no write-down of the assets and liabilities of the Company in conjunction
with the quasi-reorganization. The quasi-reorganization was accomplished by
offsetting the accumulated deficit in retained earnings of $4,125,298 against
additional paid-in capital.
RECAPITALIZATION: In June 1997, the Company affected a 1,700-to-1 common stock
split and increased its authorized shares of common stock to 20,000,000. The
effect of this common stock split has been retroactively reflected in these
financial statements and notes for all periods presented.
F-16
<PAGE> 41
AUTHENTIC SPECIALTY FOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7. SHAREHOLDERS' EQUITY (CONTINUED)
INITIAL PUBLIC OFFERING: In September 1997, the Company completed a public
offering of shares of its common stock. The offering generated total net
proceeds of $34,224,000, less direct offering costs of approximately $1,500,000.
In connection with the offering, the Company repurchased 788,500 shares of
common stock owned by Shansby and TSG International for approximately $5.9
million. The price for this repurchase was based upon the net offering price
(after underwriters' discounts and commissions) in the public offering.
STOCK OPTIONS AND WARRANTS: In June 1997, the Board of Directors and the
shareholders of the Company approved its 1997 Stock Plan (the "Stock Plan"). The
purpose of the 1997 Stock Plan is to provide directors, employees, and
consultants of the Company and its subsidiaries additional incentive and reward
opportunities designed to enhance the profitable growth of the Company. The
Stock Plan provides for the granting of incentive stock options intended to
qualify under Section 422 of the Internal Revenue Code of 1986, as amended. The
Stock Plan also provides for the issuance of options that do not constitute
incentive stock options, as well as restricted stock awards. The options may be
granted at an exercise price of not less than the fair market value of common
stock at the date of grant (110 percent for more than 10 percent shareholders).
The Company has adopted the disclosure-only provisions of Statement of Financial
Accounting Standards No. 123, Accounting for Stock-Based Compensation.
Accordingly, no compensation cost has been recognized for the stock option plan.
Had compensation cost for the Company's stock option plan been determined based
on the fair value at the grant date for awards in 1997 consistent with the
provisions of SFAS No. 123, the Company's net loss and net loss per share would
have been increased to the pro forma amounts indicated below:
<TABLE>
<S> <C>
Net loss, as reported $ (563,000)
Net loss, pro forma (653,000)
Basic and diluted net loss per share, as reported (0.15)
Basic and diluted net loss per share, pro forma (0.18)
</TABLE>
The above pro forma effects on net loss and net loss per share are not likely to
be representative of the effects on reported net income (loss) for future years
because options vest over several years and additional awards generally are made
each year.
The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted-average
assumptions used for grants in 1997:
<TABLE>
<S> <C>
Expected dividend yield ----
Expected stock price volatility 15%
Risk-free interest rate 6.30%
Expected life of options (years) 3
</TABLE>
The weighted-average fair value, as determined using the Black-Scholes option
pricing model, of options and warrants granted during 1997 was $1.78.
F-17
<PAGE> 42
AUTHENTIC SPECIALTY FOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7. SHAREHOLDERS' EQUITY (CONTINUED)
Transactions involving stock options and warrants during the three years ended
December 31, 1997, are summarized as follows:
<TABLE>
<CAPTION>
WEIGHTED-
AVERAGE
EXERCISE
PRICE
WARRANTS STOCK OPTIONS PER SHARE
-------- ------------- ---------
<S> <C> <C> <C>
Balance, December 31, 1996
Granted 450,000 198,000 $ 8.64
------- ------- ------
Balance, December 31, 1997 450,000 198,000 $ 8.64
======= ======= ======
Currently exercisable 100,000 -- $10.76
Not currently exercisable 350,000 198,000 $ 8.26
------- ------- ------
450,000 198,000 $ 8.64
======= ======= ======
</TABLE>
The following tables summarize information about stock options and warrants
outstanding as of December 31, 1997:
OPTIONS AND WARRANTS OUTSTANDING
<TABLE>
<CAPTION>
WEIGHTED-
AVERAGE
REMAINING WEIGHTED-
NUMBER CONTRACTUAL AVERAGE
OF UNITS LIFE EXERCISE
Range of Exercise Price OUTSTANDING (IN YEARS) PRICE
----------- ----------- ---------
<S> <C> <C> <C>
$8.00 483,000 6.4 $ 8.00
$9.88 to $11.13 165,000 7.0 10.53
------- ---------
648,000 $ 8.64
======= =========
</TABLE>
As of March 5, 1998, an additional 70,000 options with an exercise price of
$12.19 per share were granted. Also, 175,000 options at an average exercise
price of approximately $10.21 per share which were outstanding at December 31,
1997, were canceled in connection with the resignations of the Company's
president and CEO/Chairman of the Board.
NOTE 8. MAJOR CUSTOMER
Sales to one major customer accounted for approximately 16, 28, and 37 percent
of net sales for the years ended December 31, 1997, 1996, and 1995,
respectively. The major customer accounted for approximately 5 percent of the
Company's accounts receivable balance at December 31, 1997.
NOTE 9. RELATED PARTY TRANSACTIONS
TSG2 L.P. owns approximately 18 percent of the Company's common stock
outstanding at December 31, 1997. TSG2 L.P. is an affiliate of Shansby, a
related party of the Company. In addition, two of the Company's directors are
principals of Shansby. The Company had the following transactions with Shansby
or its affiliates:
F-18
<PAGE> 43
AUTHENTIC SPECIALTY FOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9. RELATED PARTY TRANSACTIONS (CONTINUED)
SHANSBY PARTIAL REDEMPTION: Simultaneously with the Company's initial public
offering, the Company redeemed 788,500 shares of common stock owned by Shansby
and TSG International for $5,866,440.
SHANSBY IPO WARRANT: Upon consummation of the initial public offering, Shansby
Partners, L.L.C. ("Shansby Partners") received a five-year warrant to acquire
350,000 shares of common stock at an exercise price of $8.00 per share. The
warrant expires on September 3, 2002, and is exercisable after September 3,
1998.
OTHER SHANSBY WARRANTS: In connection with the acquisitions of La Monita, Sauces
Unlimited, and Tortilla King (see Note 11), Shansby Partners received warrants
to acquire a total of 90,000 shares of common stock at exercise prices ranging
from $10.45 to $12.51 per share. The warrants are exercisable any time prior to
their expiration, which occurs five years after issuance. The estimated fair
value of warrants issued in connection with the La Monita, Sauces Unlimited and
Tortilla King acquisitions of approximately $170,000 has been included in the
transaction costs associated with these acquisitions (see Notes 2 and 11).
SHANSBY ADVISORY AGREEMENT: In August 1997, the Company entered into a
three-year advisory agreement with Shansby Partners. The agreement required an
initial payment of $125,000 for advisory service over the term of the agreement.
Services rendered by Shansby Partners in connection with acquisitions or stock
offerings are billed separately. Accordingly, the Company paid Shansby Partners
$175,000 for services in connection with the initial public offering and a total
of $430,000 for the acquisitions of La Monita, Sauces Unlimited and Tortilla
King (see Notes 2 and 11).
NOTE 10. COMMITMENTS AND CONTINGENCIES
LITIGATION: The Company is party to litigation relating to property damage and
liability claims as well as certain employment-related matters arising in the
ordinary course of business. Management does not believe that the outcome of the
matters will have a material adverse effect on the financial position of the
Company.
EPA MATTERS: By letter dated April 13, 1995, the U.S. Environmental Protection
Agency ("EPA") has identified one of the Company's subsidiaries, La Victoria, as
a potentially responsible party ("PRP") under the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended ("CERCLA"), for
the cleanup of contamination from hazardous substances at the South El Monte
Operable Unit of the San Gabriel Valley Superfund Site. Under CERCLA, persons
may be subject to joint and several liability for cleanup costs.
The Company has completed a subsurface soil remediation of solvents at its
Rosemead facility, which is located within the San Gabriel Valley. The EPA has
identified approximately 50 PRPs at the site. The EPA has requested that La
Victoria participate in the groundwater sampling program for a remedial
investigation and feasibility study. Based on the limited impact to groundwater
that appears to be related to La Victoria's Rosemead facility, La Victoria
declined to participate in the groundwater monitoring. Since that time, La
Victoria has received no further correspondence from the EPA. The Company does
not believe that its ultimate liabilities in relation to the site will have a
material effect on its financial position; however, it is not possible to
determine the ultimate environmental liabilities, if any, that may arise from
this matter.
F-19
<PAGE> 44
AUTHENTIC SPECIALTY FOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11. SUBSEQUENT EVENT
On January 9, 1998, the Company acquired the stock of The Tortilla King, Inc., a
manufacturer and seller of tortilla chips in Victoria, Texas. The $8.3 million
purchase price included a $5.4 million payment to the former stockholder and
$2.5 million in the Company's common stock (240,626 shares) and $467,000 in
transaction costs. The acquisition will be accounted for as a purchase. The
Company has not yet completed its evaluation of the purchase price, and
accordingly, the preliminary purchase price allocation could change as
additional information becomes available.
F-20
<PAGE> 45
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Rylander, Clay & Opitz, L.L.P. were dismissed by the Company as the
Company's auditors on April 18, 1997. The report of Rylander, Clay & Opitz,
L.L.P. on the financial statements for each of the two years in the period ended
December 31, 1995 did not contain any adverse opinion or disclaimer of opinion,
nor was it qualified or modified as to uncertainty, audit scope, or accounting
principles. The Company's decision to change auditors was approved by the
Company's Board of Directors. In connection with its audits, Rylander, Clay &
Opitz, L.L.P. did not identify any reportable conditions. During the two years
in the period ended December 31, 1996 and through the three-month period ended
March 31, 1997, there were no disagreements between the Company and Rylander,
Clay & Opitz, L.L.P. on any matter of accounting principles or practices,
financial statement disclosure or auditing scope and procedure, which, if not
resolved to the satisfaction of Rylander, Clay & Opitz, L.L.P. would have caused
it to make a reference to the subject matter of the disagreement in connection
with its reports.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the names, ages and titles of the
current directors and executive officers of the Company. As reflected in the
table, the Board of Directors is divided into three classes, with the terms of
the directors of each class expiring at the Company's Annual Meeting of
Shareholders as follows: 1998 (Class I), 1999 (Class II) and 2000 (Class III).
<TABLE>
<CAPTION>
YEAR
TERM AS
DIRECTOR DIRECTOR DIRECTOR
NAME AGE POSITION CLASS SINCE EXPIRES
- ----------------------------------- --- --------------------------------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Robert K. Swanson.................. 65 Chief Executive Officer, Chairman I 1997 1998
of the Board and Director
Michael T. Westhusing.............. 42 President and Chief Operating -- -- --
Officer
Samuel E. Hillin, Jr............... 41 President, DSD Division, Chief -- -- --
Financial Officer and
Vice President
J. Gary Shansby.................... 60 Director III 1992 2000
Charles H. Esserman................ 39 Director III 1992 2000
Tim G. Bruer....................... 40 Director II 1997 1999
Charles A. Lynch................... 70 Director I 1997 1998
</TABLE>
Set forth below is a brief description of the business experience of
the directors and executive officers of the Company.
Robert K. Swanson, Chief Executive Officer, Chairman of the Board and
Director. Mr. Swanson has served as Chief Executive Officer and Chairman of the
Board of the Company since March 1998. Mr. Swanson has also served as Chairman
of RKS, Inc., an international investment and financial/marketing consulting
firm, since November 1987. From October 1994 to December 1997, Mr. Swanson
served as Chairman of Grossman's Inc., a company offering "do- it-yourself"
products. From April 1994 to May 1996, Mr. Swanson served as Chairman of US
Games, a manufacturer of amusement and gaming machines. From January 1981 until
October 1987, Mr. Swanson served as Chief Executive
- 26 -
<PAGE> 46
Officer of Del Webb Corporation. From May 1971 to January 1980, Mr. Swanson held
various positions with General Mills, Inc., including Chairman of the Board and
Chief Executive Officer of General Mills Europe Ltd.
Michael T. Westhusing, President and Chief Operating Officer. Mr.
Westhusing became the President and Chief Operating Officer of the Company in
March 1998. Mr. Westhusing is also the President and Chief Executive Officer of
La Victoria. Mr. Westhusing joined La Victoria in 1997 after 20 years in the
specialty food and consumer products industries. Prior to joining La Victoria,
Mr. Westhusing was Senior Vice President, Marketing, from 1995 to 1997, for
Favorite Brands International, an $800 million manufacturer of branded
confection products. From 1989 to 1995, Mr. Westhusing served as Vice President,
Operations for The Famous Amos Chocolate Chip Cookie Corporation ("Famous
Amos"). Prior to joining Famous Amos, Mr. Westhusing was Vice President,
Operations for Shamitoff Foods from 1987 to 1988 and previously served in
various marketing and operational capacities at Beecham Cosmetics, the consumer
products division of Beecham Group Ltd., from 1978 to 1988.
Samuel E. Hillin, Jr., President, DSD Division, Chief Financial Officer
and Vice President. Mr. Hillin became the Company's President, DSD Division in
March 1998. Mr. Hillin joined the Company as Chief Financial Officer in 1994
after 15 years in the food industry. Prior to joining the Company, Mr. Hillin
was Vice President, Finance of Schepps-Foremost, Inc., a dairy company based in
Dallas, Texas, from 1990 to 1994. From 1988 to 1990, Mr. Hillin served as the
Controller of Texas Operations (Cabell's/Oak Farms Dairy and Specialty Foods
Inc.) for Morningstar Foods. From 1981 to 1988, Mr. Hillin held several
positions with Southland Corporation of Dallas, Texas, including Division
Controller of MovieQuik Systems and Assistant Division Controller of
Cabell's/Oak Farms Dairy.
J. Gary Shansby, Director. Mr. Shansby is the founder of The Shansby
Group, a buyout firm based in San Francisco that specializes in acquiring and
improving branded consumer product companies (particularly in the food
industry), and has served as a managing member of its general partner since The
Shansby Group was formed in 1987. Mr. Shansby was formerly the Chairman of the
Board and Chief Executive Officer of Shaklee Corporation, a direct marketer of
nutritional, personal care and household products, and has over 35 years of
experience with consumer products companies. Mr. Shansby serves as a director of
The Sharper Image.
Charles H. Esserman, Director. Mr. Esserman is a co-founder of The
Shansby Group and has served as a managing member of its general partner since
The Shansby Group was founded in 1987. Prior to joining The Shansby Group, Mr.
Esserman worked at Bain & Company ("Bain"), a strategic consulting firm, from
1982 to 1987. While at Bain, Mr. Esserman's work was primarily focused on
helping companies formulate and implement marketing strategies.
Tim G. Bruer, Director. Mr. Bruer is President and Chief Executive
Officer of Silverado Foods, Inc., an American Stock Exchange company that
manufactures specialty baked goods. From November 1992 until he joined Silverado
Foods, Inc. in March 1997, Mr. Bruer served as Vice President and General
Manager of the Culinary Division of Nestle Food Company. From February 1992
until November 1992, Mr. Bruer was Vice President, Business Development of
Nestle USA, Inc., and from December 1990 until February 1992, he was a partner
in Bain's consumer marketing practice area. Mr. Bruer is a director of Silverado
Foods, Inc.
Charles A. Lynch, Director. Mr. Lynch has served as the Chairman and
Chief Executive Officer of Arrowhead Mills, Inc., a manufacturer of natural food
products, since March 1998. Mr. Lynch has also served as Chairman of Fresh
Choice, Inc., a restaurant chain, since March 1995. From 1989 until 1995, Mr.
Lynch was Chairman of Market Value Partners Company, an investment firm. From
1988 until 1989, Mr. Lynch served as President and Chief Executive Officer of
Levolor Corporation, a manufacturer of window coverings, and from 1986 until
1988, he served as Chairman and Chief Executive Officer of DHL Airways, Inc., an
express courier. Mr. Lynch serves as a director of Pacific Mutual Holding
Company, Nordstrom, Inc., Fresh Choice, Inc., PST Vans, Inc., Madge Networks,
N.V. and SRI International, Inc.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to the requirements of Section 16(a) of the Exchange Act, each
of Keith R. Lively, Robert C. Tanklage, Charles H. Esserman, TSG2 L.P. ("TSG2"),
Samuel E. Hillin, Jr., Herman L. Graffunder, J. Gary Shansby,
- 27 -
<PAGE> 47
Robert K. Swanson, Charles A. Lynch and Tim G. Bruer filed an initial statement
of beneficial ownership on Form 3 with the SEC in September 1997. However,
because the Company's registration statement in connection with its Initial
Public Offering was declared effective on August 27, 1997, none of their filings
were made timely. Mr. Lively, Mr. Tanklage, Mr. Esserman, TSG2, Mr. Hillin, Mr.
Graffunder, Mr. Shansby, Mr. Swanson, Mr. Lynch and Mr. Bruer have advised the
Company that they made all other Section 16(a) filings during 1997 on a timely
basis.
ITEM 11. EXECUTIVE COMPENSATION.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth annual and long-term compensation for
services in all capacities to the Company for the fiscal years ended December
31, 1995, 1996 and 1997, of those persons who were, at December 31, 1997, the
Chief Executive Officer and the other executive officers of the Company who
received at least $100,000 in annual salary and bonus during fiscal 1997 (the
"Named Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL
COMPENSATION LONG-TERM COMPENSATION
------------------------ ----------------------
AWARDS
----------------------
SECURITIES UNDERLYING ALL OTHER
SALARY BONUS OPTIONS/SARS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) (#)(1) ($)
- ----------------------------------------------- ---- --------- ---------- --------------------- ------------
<S> <C> <C> <C> <C> <C>
Michael T. Westhusing (2)...................... 1997 $ 75,000 $ 65,000 60,000 $ 225 (3)
President and Chief Operating Officer
Samuel E. Hillin, Jr........................... 1997 $ 119,220 $ 0 25,000 $ 2,150 (4)
President, DSD Division, Chief Financial 1996 $ 118,751 $ 0 0 $ 1,410 (4)
Officer and Vice President 1995 $ 103,556 $ 0 0 $ 1,696 (4)
Keith R. Lively (5)............................ 1997 $ 66,666 $ 75,000 60,000 $ 225 (3)
Chairman of the Board and Chief Executive
Officer
Herman L. Graffunder (6)....................... 1997 $ 192,064 $ 0 35,000 $ 2,908 (7)
President 1996 $ 190,304 $ 0 0 $ 2,200 (7)
1995 $ 177,520 $ 0 0 $ 2,700 (7)
</TABLE>
- ------------------
(1) No grants of stock appreciation rights have been made.
(2) From August 15, 1997 until December 31, 1997, Mr. Westhusing was the Chief
Operating Officer of La Victoria. Effective January 1, 1998, he became the
President and Chief Executive Officer of La Victoria, and effective March
4, 1998, he became the President and Chief Operating Officer of the
Company.
(3) Represents amounts paid by the Company for term life insurance premiums.
(4) For 1997, 1996 and 1995, respectively, includes $1,250, $685 and $1,096
contributed by the Company to Mr. Hillin's account under the Company's
401(k) Plan, and $900, $725 and $600 paid by the Company for term life
insurance premiums for Mr. Hillin.
(5) Mr. Lively served as the Company's Chairman of the Board and Chief
Executive Officer from June 19, 1997 until his resignation on March 4,
1998.
(6) Mr. Graffunder resigned as President of the Company on March 4, 1998.
(7) For 1997, 1996 and 1995, respectively, includes $1,518, $810 and $1,500
contributed by the Company to Mr. Graffunder's account under the Company's
401(k) Plan, and $1,390, $1,390 and $1,200 paid by the Company for term
life insurance premiums for Mr. Graffunder.
- 28 -
<PAGE> 48
EMPLOYMENT AGREEMENTS
Mr. Westhusing. Mr. Westhusing does not currently have an employment
agreement with the Company but the Company and Mr. Westhusing are in the process
of negotiating one. Under the terms being discussed, the agreement would have a
three-year term, Mr. Westhusing's annual base salary will be $200,000, and the
Compensation Committee, in its sole discretion, may grant Mr. Westhusing an
annual bonus of up to 100% of his annual base salary based upon such factors as
the Compensation Committee deems appropriate. There can be no assurance as to
whether Mr. Westhusing will enter into an employment agreement, or as to the
final terms thereof.
Mr. Hillin. Mr. Hillin entered into an employment agreement with the
Company, effective as of January 1, 1998. Mr. Hillin's employment agreement
expires one year after its effective date; provided, however, that it will
automatically be extended for additional one year periods unless the Company or
Mr. Hillin gives the other party a notice of non-renewal at least 60 days prior
to the scheduled expiration date of the agreement. The agreement provides for an
annual base salary of $175,000. In addition to his base salary, the Compensation
Committee, in its sole discretion, may grant Mr. Hillin an annual bonus of up to
50% of his base salary based upon such factors as the Compensation Committee
deems appropriate. On September 2, 1997, Mr. Hillin received a grant of options
to acquire 25,000 shares of Common Stock (the "Options"). The employment
agreement provides that if Mr. Hillin ceases to be an employee of the Company
for any reason, the Company will take such action as shall be necessary to vest
the greater of (i) the applicable percentage of Options vested under the
applicable stock option agreement and (ii) 50% of the Options. Notwithstanding
the foregoing, the Options will vest and become fully exercisable upon a "change
of control" (as defined in the employment agreement). Mr. Hillin will be
reimbursed for life insurance premiums with respect to a $500,000 term policy,
subject to an annual limit of $5,000. Mr. Hillin also receives an automobile
allowance. During Mr. Hillin's employment and for a period of two years
thereafter, Mr. Hillin has agreed to certain noncompetition covenants. The
Company can terminate Mr. Hillin's employment for cause, as defined in the
agreement, or without cause upon written notice. If employment is terminated
without cause, Mr. Hillin is entitled to receive his base salary for the
remainder of the term of the employment agreement, or, if longer, for a period
of six months after termination.
Mr. Graffunder. Mr. Graffunder entered into a three-year employment
agreement with the Company, effective as of June 23, 1997. The agreement
provided for an annual base salary of $200,000, subject to increase by the Board
of Directors, as well as an annual incentive award with a target of 40% of his
base salary, which could be further increased up to 80% upon the attainment of
certain performance targets. Mr. Graffunder was reimbursed for life insurance
premiums with respect to a $500,000 term policy, subject to an annual limit of
$5,000. Mr. Graffunder was also reimbursed for the purchase price or lease
payments for an automobile to be used primarily in the Company's business and
for the cost of insurance for such automobile. Mr. Graffunder resigned as
President and from all other positions he held with the Company on March 4,
1998. The Company was not required to make any severance payments to Mr.
Graffunder as a result of his resignation.
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table sets forth information with respect to the
unexercised options to purchase Common Stock under the Stock Plan granted to the
Named Officers and held by them at December 31, 1997:
<TABLE>
<CAPTION>
NUMBER NUMBER OF SECURITIES
OF SHARES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
ACQUIRED OPTIONS/SARS AT IN-THE-MONEY OPTIONS/SARS
ON VALUE DECEMBER 31, 1997 (#) AT DECEMBER 31, 1997($)(1)
EXERCISE REALIZED --------------------------- ----------------------------
(#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ----------- ------------ ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael T. Westhusing..... 0 $ 0 0 60,000 $ 0 $ 337,250
Samuel E. Hillin, Jr...... 0 $ 0 0 25,000 $ 0 $ 140,375
Keith R. Lively........... 0 $ 0 0 60,000(2) $ 0 $ 337,250(2)
Herman L. Graffunder...... 0 $ 0 0 35,000(2) $ 0 $ 196,875(2)
</TABLE>
- 29 -
<PAGE> 49
- ------------------
(1) Value based on the closing price for the Common Stock on the Nasdaq
National Market on December 31, 1997 ($13.625 per share).
(2) As a result of the resignations of Mr. Lively and Mr. Graffunder, all of
the options held by these two individuals were forfeited for no value in
March 1998.
OPTION GRANTS
The following table sets forth information with respect to grants of
options in fiscal 1997 pursuant to the Company's Stock Plan to the Named
Officers. No stock appreciation rights were granted under the Stock Plan in
fiscal 1997:
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ------------------------------------------------------------------------------------------
POTENTIAL REALIZABLE VALUE AT
NUMBER OF % OF TOTAL ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS/SARS EXERCISE STOCK PRICE APPRECIATION FOR
UNDERLYING GRANTED TO OR BASE OPTION TERM (2)
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION ----------------------------
NAME GRANTED (#)(1) FISCAL 1997 ($/SH.) DATE 5% ($) 10% ($)
- ---------------------------- -------------- ------------ -------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael T. Westhusing....... 35,000 19.44% $ 8.00 9/2/07 $ 176,000 $ 446,000
25,000 13.89% $ 9.875 9/4/07 $ 155,000 $ 393,000
Samuel E. Hillin, Jr........ 25,000 13.89% $ 8.00 9/2/07 $ 126,000 $ 319,000
Keith R. Lively (3)......... 35,000 19.44% $ 8.00 9/2/07 $ 176,000 $ 446,000
25,000 13.89% $ 9.875 9/4/07 $ 155,000 $ 393,000
Herman L. Graffunder (3).... 35,000 19.44% $ 8.00 9/2/07 $ 176,000 $ 446,000
</TABLE>
- ------------------
(1) The options with an exercise price of $8.00 were granted on September
2, 1997, and the options with an exercise price of $9.875 were granted
on September 4, 1997. Options granted under the Stock Plan (i) have an
exercise price per share equal to the closing price of the Common Stock
on the Nasdaq National Market on the date of grant, (ii) vest in four
equal annual increments beginning one year from the date of grant and
(iii) expire 10 years from the date of grant.
(2) The dollar amounts under these columns represent the potential
realizable value of each grant of options assuming that the market
price of Common Stock appreciates in value from the date of grant at
the 5% and 10% annual rates of return prescribed by the SEC. These
calculations are not intended to forecast possible future appreciation,
if any, of the price of Common Stock.
(3) As a result of the resignations of Mr. Lively and Mr. Graffunder, all
of the options held by these two individuals were forfeited for no
value in March 1998.
COMPENSATION OF DIRECTORS
Director and Meeting Fees. During 1997, each director of the Company
who was not an employee or executive officer of the Company or The Shansby Group
or its affiliates ("Nonemployee Director") was paid an annual director's fee of
$10,000 plus $1,000 for each Board of Directors and committee meeting attended.
During 1997, the Company paid an aggregate of $10,500 in fees to its Nonemployee
Directors.
Stock Options. On June 19, 1997, the Board of Directors and the
shareholders of the Company approved the Authentic Specialty Foods, Inc. 1997
Stock Plan (the "Stock Plan"). The purpose of the Stock Plan is to provide
directors, employees and consultants of the Company and its subsidiaries
additional incentive and reward opportunities designed to enhance the profitable
growth of the Company. The options granted to each individual vest over a
four-year
- 30 -
<PAGE> 50
period, with 25% of the options vesting each year, commencing one year after the
date of grant. The options expire 10 years from the date of grant.
During fiscal 1997, the Company granted each Nonemployee Director
options to purchase a total of 6,000 shares of Common Stock. One thousand of
such options were granted to each Nonemployee Director on September 2, 1997 and
have an exercise price (subject to adjustment) of $8.00 per share. The remaining
5,000 options were granted to each Nonemployee Director on November 6, 1997 and
have an exercise price (subject to adjustment) of $11.125.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
The following table sets forth the number of shares of Common Stock
beneficially owned by (i) each director, (ii) the Named Officers and (iii) the
directors and executive officers of the Company as a group:
<TABLE>
<CAPTION>
COMMON STOCK BENEFICIALLY OWNED (1)
---------------------------------------------
NUMBER OF SHARES PERCENT OF CLASS
----------------------- -------------------
<S> <C> <C>
DIRECTORS:
J. Gary Shansby................................. 1,504,969 (2)(3) 18.5%
Charles H. Esserman............................. 1,489,097 (2)(3) 18.3%
Tim G. Bruer.................................... 0 0
Charles A. Lynch................................ 0 0
Robert K. Swanson............................... 4,000 *
NAMED OFFICERS:
Michael T. Westhusing........................... 0 0
Samuel E. Hillin, Jr............................ 51,000 *
Keith R. Lively (4)............................. 14,000 *
Herman L. Graffunder (4)........................ 85,000 1.1%
DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (7 persons): 1,573,066 (3) 19.4%
</TABLE>
- ------------------
* Less than 1%.
(1) Unless otherwise indicated, beneficial owners have sole voting and
investment power with respect to the shares listed. Amounts shown are
as of April 15, 1998.
(2) Mr. Shansby and Mr. Esserman may be deemed to beneficially own the
aggregate 1,386,000 shares of Common Stock owned by TSG2 and TSG2
Management, L.L.C. ("TSG2 Management") because they are managing
members of TSG2 Management, which is the general partner of TSG2.
(3) Includes warrants to purchase an aggregate of 90,000 shares of Common
Stock issued by the Company to Shansby Partners in connection with
Shansby Partners providing financial advisory services to the Company
for three of the Company's recent acquisitions. Mr. Shansby and Mr.
Esserman are deemed to beneficially own the warrants issued to Shansby
Partners because they are the only members of Shansby Partners.
(4) Mr. Lively and Mr. Graffunder resigned as executive officers of the
Company in March 1998.
PRINCIPAL SHAREHOLDERS
To the knowledge of the management of the Company and based upon
filings with the SEC, the only persons who may be deemed to own beneficially
more than 5% of the outstanding Common Stock (including any "group" as that term
is used in Section 13(d)(3) of the Exchange Act), as of April 15, 1998, are
named in the following table:
- 31 -
<PAGE> 51
<TABLE>
<CAPTION>
NUMBER PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OF SHARES CLASS
- -------------------------------------------------- -------------- ----------
<S> <C> <C>
TSG2 L.P.......................................... 1,386,000 (1) 17.3%
250 Montgomery Street
San Francisco, California 94104
Robert C. Tanklage................................ 875,000 10.9%
P.O. Box 1722
Lake Arrowhead, CA 92352
Scudder Kemper Investments, Inc. (2) 436,900 (3) 5.4%
345 Park Avenue
New York, New York 10154
</TABLE>
- ------------------
(1) Of the shares shown to be beneficially owned by TSG2, 9,800 are owned
by its general partner, TSG2 Management.
(2) This information was derived from a Schedule 13G filed by Scudder
Kemper Investments, Inc. with the SEC on February 12, 1998.
(3) According to the Schedule 13G filed by Scudder Kemper Investments,
Inc., it has sole power to vote or direct the vote of 155,500 shares of
Common Stock, shared power to vote or direct the vote of 195,100 shares
of Common Stock and sole power to dispose or direct the disposition of
all 436,900 shares of Common Stock it is deemed to beneficially own.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
CERTAIN TRANSACTIONS
The La Victoria Acquisition. Immediately following the Company's
Initial Public Offering consummated on September 2, 1997, the Company acquired
La Victoria. Prior to its acquisition, 50% of the capital stock of La Victoria
was owned by Robert C. Tanklage, who was the President of La Victoria, and 50%
was owned by LV Foods, L.L.C. ("LV Foods"). TSG2 and TSG2 Management owned 99%
of LV Foods, and Keith R. Lively owned the remaining 1%. As a result of the
transactions contemplated by the Contribution and Exchange Agreement, dated June
20, 1997, (i) 100% of the ownership of LV Foods was transferred to the Company;
(ii) TSG2 and TSG2 Management received an aggregate of 1,386,000 shares of
Common Stock; (iii) Mr. Lively received 14,000 shares of Common Stock; (iv) LV
Foods became a wholly-owned subsidiary of the Company; (v) the Company acquired
Mr. Tanklage's interest in La Victoria for $12 million in cash and 875,000
shares of Common Stock; and (vi) La Victoria became a wholly-owned subsidiary of
the Company.
During 1997, La Victoria paid LV Foods $475,000 to reimburse LV Foods
for expenses it incurred in connection with the acquisition of La Victoria. In
addition, La Victoria paid TSG Ventures $250,000 to reimburse it for expenses
incurred in connection with the acquisition of La Victoria during 1997. TSG
Ventures is a company owned by Messrs. Shansby and Esserman.
Robert C. Tanklage Employment Agreement and Termination Agreement.
Effective as of May 31, 1997, Mr. Tanklage entered into a five-year employment
agreement with La Victoria (the "Employment Agreement"). The Employment
Agreement provided for an annual base salary of $360,000, subject to increase by
the Board of Directors, as well as an annual incentive award which could be
increased, but not decreased by the Board of Directors, in accordance with past
practices of La Victoria. Under the Employment Agreement, La Victoria could
terminate Mr. Tanklage's employment for cause, death (upon payment of one
month's salary to Mr. Tanklage's estate), incapacity or disability, as defined
in the agreement, or without cause. If employment was terminated without cause,
Mr. Tanklage was entitled to receive the greater of (a) $1,980,000 or (b)
$660,000 multiplied times the number of years then remaining in the term of the
Employment Agreement. As of April 15, 1998, Mr. Tanklage owned 875,000 shares of
Common Stock, representing 10.9% of the Company's outstanding shares, effective
as of May 31, 1997.
- 32 -
<PAGE> 52
Pursuant to a Termination Agreement between La Victoria and Mr.
Tanklage, dated December 17, 1997, Mr. Tanklage's employment with La Victoria
was terminated without cause as of December 31, 1997 (the "Termination Date").
On the Termination Date, Mr. Tanklage received a severance payment of $2,915,000
in accordance with the provisions of the Employment Agreement. Notwithstanding
the termination of his employment with La Victoria, Mr. Tanklage will continue
to serve as a director and Chairman of the Board of La Victoria until, in each
case, he resigns or is removed by a vote of a majority of a quorum of the Board
of Directors from such positions. While he serves as Chairman of the Board, Mr.
Tanklage will be entitled to an annual retainer of $10,000.
Tanklage Lease Arrangements. La Victoria leases its facilities from
Tanklage Property Trust and Tanklage Investments, Ltd., entities partially owned
and controlled by Mr. Tanklage and certain of his family members. Tanklage
Property Trust is owned 50% by Mr. Tanklage and 50% by Ms. Carolyn Johnson, Mr.
Tanklage's sister. Tanklage Investments, Ltd. is owned 12.5% by Mr. Tanklage and
the remaining 87.5% is owned by other family members, two of whom are employed
by La Victoria.
La Victoria's 170,000 square foot warehouse and distribution facility
in City of Industry, California is owned by Tanklage Property Trust and is
leased to La Victoria under a lease that expires in July 2010. The annual lease
payment is approximately $860,000 and is scheduled to increase consistent with
changes in the Consumer Price Index (the "CPI") every five years. The next
increase is scheduled to occur in August 2000.
The 51,000 square foot warehouse facility in Rosemead, California is
owned by Tanklage Property Trust and leased to La Victoria under a lease that
expires in July 2010. The annual lease payment is approximately $262,000 and is
scheduled to increase consistent with changes in the CPI every five years. The
next increase is scheduled to occur in August 2000.
La Victoria's 61,000 square foot production facility in Rosemead is
owned by Tanklage Investments, Ltd. and leased to La Victoria under a lease that
expires in July 2010. The annual lease payment is approximately $214,000 and is
scheduled to increase consistent with changes in the CPI every five years. The
next increase is scheduled to occur in August 2000.
Although La Victoria has not conducted a survey of rental rates for
comparable properties in the Los Angeles area, it is believed that La Victoria
would be able to obtain more favorable lease terms from unaffiliated third
parties than those contained in these leases.
Shansby Partners Advisory Agreement. The Company entered into a
three-year Advisory Agreement with Shansby Partners, effective August 15, 1997
(the "Advisory Agreement"), pursuant to which Shansby Partners provides the
Company with advisory services, including assistance with respect to the
identification of potential acquisition candidates and assistance in the
negotiation, implementation and financing of these acquisitions. Shansby
Partners is a limited liability company owned by Messrs. Shansby and Esserman.
The Advisory Agreement expires on September 2, 2000 and may be terminated by
either party for a material breach by the other party if the breach has not been
remedied within 60 days after notice. Shansby Partners will be reimbursed for
out-of-pocket expenses incurred in connection with its services under the
Advisory Agreement and will also receive customary financial advisory fees in
connection with acquisitions identified by the Company during the term of the
Advisory Agreement. In connection with the Initial Public Offering, the Company
paid Shansby Partners a financial advisory fee of $125,000 and an additional
$50,000 to reimburse Shansby Partners for out-of-pocket expenses it incurred in
connection with the Initial Public Offering. Furthermore, Shansby Partners
received an initial retainer of $125,000 pursuant to the Advisory Agreement.
During the term of the Advisory Agreement, Shansby Partners will offer
to the Company for its consideration any Mexican food companies identified by
Shansby Partners and its affiliates that primarily produce tortillas, tortilla
chips, salsas and Mexican sauces. If the Company declines to pursue any such
acquisition opportunity, then Shansby Partners and its affiliates will be able
to pursue the opportunity without the involvement of the Company.
- 33 -
<PAGE> 53
In connection with the provision of financial advisory services
pursuant to the Advisory Agreement, Shansby Partners has received cash fees and
warrants to purchase shares of Common Stock. Upon consummation of the Initial
Public Offering, Shansby Partners received a five-year warrant to acquire
350,000 shares of Common Stock at an exercise price of $8.00 per share, subject
to customary adjustments (the "IPO Warrant"). The IPO Warrant may not be
exercised until September 3, 1998 and expires on September 3, 2002. In
connection with the Company's acquisition of La Monita Mexican Food Products,
Inc. on September 30, 1997, Shansby Partners received $120,000 in cash and a
five-year warrant to acquire 30,000 shares of Common Stock at an exercise price
of $10.5875 per share, subject to customary adjustments (the "La Monita
Warrant"). The La Monita Warrant is exercisable at any time on or prior to
September 30, 2002. In connection with the Company's acquisition of Sauces
Unlimited, Inc. on October 29, 1997, Shansby Partners received $120,000 in cash
and a five-year warrant to acquire 30,000 shares of Common Stock at an exercise
price of $10.45 per share, subject to customary adjustments (the "Sauces
Warrant"). The Sauces Warrant is exercisable at any time on or prior to October
29, 2002. In connection with the Company's acquisition of The Tortilla King,
Inc. on January 9, 1998, Shansby Partners received $175,000 in cash and a
five-year warrant to acquire 30,000 shares of Common Stock at an exercise price
of $12.5125 per share, subject to customary adjustments (the "Tortilla King
Warrant"). The Tortilla King Warrant is exercisable at any time on or prior to
January 9, 2003. The amounts of the cash fees and warrants received by Shansby
Partners have been approved by the Compensation Committee of the Board of
Directors. The Company believes that these cash fees and warrants are consistent
with compensation arrangements that would be payable by the Company to
unaffiliated third parties for the types of services provided to the Company by
Shansby Partners.
RKS Consulting Agreement. The Company entered into a consulting
agreement with RKS, Inc. ("RKS") as of March 6, 1998 (the "Consulting
Agreement"). Robert K. Swanson is the Chairman of RKS, and Mr. Swanson and
certain members of his family are the beneficial owners of all of the capital
stock of RKS. The Consulting Agreement provides that RKS will provide consulting
services to the Company, and Mr. Swanson will serve as Chairman of the Board and
Chief Executive Officer of the Company or in such other positions as the Company
and RKS mutually agree, until the termination of the Consulting Agreement. The
term of the Consulting Agreement is month-to-month; provided, however, that the
Consulting Agreement may be terminated by either party upon 30 days' prior
written notice, with or without cause, in which case no further compensation or
other payments will be payable after the date of such termination (except in
connection with a Change of Control (as defined in the Consulting Agreement)).
The Consulting Agreement will terminate upon the death or disability (as defined
in the Consulting Agreement) of Mr. Swanson, in which case no further
compensation or other payments will be payable.
Pursuant to the Consulting Agreement, RKS will be paid a consulting fee
of $25,000 per month ("Consulting Fee") and is eligible for consulting fee
bonuses to be determined by the Compensation Committee at its discretion. If the
Consulting Agreement is terminated by either the Company or RKS within nine
months after the occurrence of a Change of Control (or within 30 days prior to
the public announcement of a Change of Control), then RKS will be entitled to
receive from the Company a lump sum payment on the date of such termination
equal to (i) three months' Consulting Fee, less (ii) the amount of any
Consulting Fee actually paid by the Company prior to termination (not to exceed
30 days' Consulting Fee) that accrued between the date of the termination notice
and the date of termination. Any stock options that Mr. Swanson has been granted
or may be granted in the future will become immediately exercisable if Mr.
Swanson ceases to serve as a director of the Company for any reason or if a
Change of Control occurs.
Mr. Swanson served as Chairman of Grossman's Inc. from October 1994 to
December 1997. Grossman's Inc. filed a petition for Chapter 11 Bankruptcy on
April 7, 1997, and a Confirmation Order in connection with the petition was
entered on December 9, 1997.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) Documents filed as a part of this Annual Report on Form 10-K.
- 34 -
<PAGE> 54
1. The following financial statements of the Company and the related
reports of independent auditors are included in Item 8. "Financial Statements
and Supplementary Data."
<TABLE>
<CAPTION>
PAGE NUMBER
----------------
<S> <C>
Independent Auditors' Reports........................................ F-2
Financial Statements:
Consolidated Balance Sheets...................................... F-4
Consolidated Statements of Operations............................ F-5
Consolidated Statements of Shareholders' Equity.................. F-6
Consolidated Statements of Cash Flows............................ F-7
Notes to Consolidated Financial Statements....................... F-8
</TABLE>
2. All financial schedules are omitted because (i) such schedules are
not required or (ii) the information required has been presented in the
aforementioned financial statements.
3. The following Exhibits are filed with this Annual Report on Form
10-K or incorporated by reference as set forth below:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- -----------------------------------------------------------------------------------------------
<S> <C>
2.1 -- Contribution and Exchange Agreement between the Company,
Robert C. Tanklage, TSG2 L.P., TSG2 Management, L.L.C. and
Keith R. Lively, dated June 20, 1997 (incorporated by
reference to Exhibit 2.1 to the Company's Registration
Statement on Form S-1 (Registration No. 333-29959) (the "S-1
Registration Statement"))
** 2.2 -- First Amendment to Contribution and Exchange Agreement, dated
July 30, 1997
** 2.3 -- Second Amendment to Contribution and Exchange Agreement,
dated August 27, 1997
3.1 -- Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the S-1
Registration Statement)
3.2 -- Bylaws of the Company (incorporated by reference to Exhibit
3.1 to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1997 ("September 30,
1997 10-Q"))
4.1 -- Specimen Common Stock Certificate (incorporated by reference
to Exhibit 4.1 to the S-1 Registration Statement)
4.2 -- Consulting Agreement between Calidad Foods, Inc. and Joseph
Patoskie, dated November 22, 1995 (incorporated by reference
to Exhibit 4.2 to the S-1 Registration Statement)
4.3 -- Consulting Agreement between Calidad Foods, Inc. and Richard
Patoskie, dated November 22, 1995 (incorporated by reference
to Exhibit 4.3 to the S-1 Registration Statement)
4.4 -- Secured Promissory Note, dated April 10, 1997, in favor of
Carolyn M. Johnson, Trustee (incorporated by reference to
Exhibit 4.4 to the S-1 Registration Statement)
4.5 -- Term Loan Agreement between Union Bank of California, N.A.
and La Victoria Foods, Inc., dated November 3, 1993,
including Fourth Amendment thereto, dated June 20, 1997
(incorporated by reference to Exhibit 4.5 to the S-1
Registration Statement)
* 4.6 -- Business Loan Agreement between Union Bank of California,
N.A., Authentic Specialty Foods, Inc. and La Victoria Foods,
Inc., dated October 16, 1997
10.1 -- Employment Agreement between Herman L. Graffunder and Calidad
Foods, Inc., dated June 23, 1997 (incorporated by reference
to Exhibit 10.1 to the S-1 Registration Statement)
* 10.2 -- Employment Agreement between Samuel E. Hillin, Jr. and
Authentic Specialty Foods, Inc., dated January 1, 1998
10.3 -- Authentic Specialty Foods, Inc. 1997 Stock Plan (incorporated
by reference to Exhibit 10.3 to the S-1 Registration
Statement)
</TABLE>
- 35 -
<PAGE> 55
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- -----------------------------------------------------------------------------------------------
<S> <C>
10.4 -- Sublease Agreement between A-1 Freeman Relocation System,
Inc. and Calidad Foods, Inc., dated August 1, 1995
(incorporated by reference to Exhibit 10.4 to the S-1
Registration Statement)
10.5 -- Lease and Agreement between Tanklage Investments Ltd. and La
Victoria Foods, Inc., dated February 1, 1993 (incorporated by
reference to Exhibit 10.5 to the S-1 Registration Statement)
10.6 -- Lease and Agreement between Robert C. Tanklage, Carolyn M.
Johnson and Frank Barclay, Trustees, and La Victoria Foods,
Inc., dated August 1, 1985 (incorporated by reference to
Exhibit 10.6 to the S-1 Registration Statement)
10.7 -- Lease and Agreement between Henry C. Tanklage, Erika A.
Tanklage and Louis N. Mantalica, Trustees, and La Victoria
Foods, Inc., dated November 28, 1974 (incorporated by
reference to Exhibit 10.7 to the S-1 Registration Statement)
10.8 -- Warrant Agreement between the Company and Shansby Partners,
L.L.C., dated September 2, 1997 (incorporated by reference to
Exhibit 5 to Amendment No. 2 to Schedule 13D filed by TSG2
L.P. on February 5, 1998)
** 10.9 -- Registration Rights Agreement between the Company and Robert
C. Tanklage, dated September 2, 1997
** 10.10 -- Advisory Agreement between the Company and Shansby Partners,
L.L.C., dated August 15, 1997
10.11 -- Employment Agreement between Robert C. Tanklage and La
Victoria Foods, Inc., dated May 31, 1997 (incorporated by
reference to Exhibit 10.11 to the S-1 Registration Statement)
** 10.12 -- Registration Rights Agreement between the Company, TSG2 L.P.,
Shansby Partners, L.L.C. and Keith R. Lively, dated September
2, 1997
10.13 -- Warrant Agreement between the Company and Shansby Partners,
L.L.C., dated September 30, 1997
10.14 -- Warrant Agreement between the Company and Shansby Partners,
L.L.C., dated October 29, 1997
10.15 -- Warrant Agreement between the Company and Shansby Partners,
L.L.C., dated January 9, 1997
** 10.16 -- Termination Agreement between La Victoria Foods, Inc. and
Robert C. Tanklage, dated December 17, 1997
10.17 -- Asset Purchase Agreement by and among the Company, La Monita
Mexican Food Products, Inc., Gilbert Moreno Enterprises, Inc.
and Gilbert Moreno, dated September 23 (incorporated by
reference to Exhibit 2.1 to the September 30, 1997 10-Q)
10.18 -- Stock Purchase Agreement by and among the Company, Sauces
Unlimited, Inc., Lawrence L. Amstutz, Ruth C. Amstutz and
Barry L. Brock, dated October 29, 1997 (incorporated by
reference to Exhibit 2.2 to the September 30, 1997 10-Q)
** 10.19 -- Stock Purchase Agreement by and among the Company, The
Tortilla King, Inc., Saragosa Bazan, Jr., Lydia E. Bazan and
SBJ Trust, dated January 9, 1998
* 10.20 -- Consulting Agreement between Authentic Specialty Foods, Inc.
and RKS, Inc., dated March 6, 1998
16.1 -- Letter from Rylander, Clay & Opitz, L.L.P., dated August 6,
1997, regarding change in certifying accountant (incorporated
by reference to Exhibit 16.1 to the S-1 Registration
Statement)
** 21.1 -- Subsidiaries of the Company
** 21.1 Financial Data Schedule
</TABLE>
- ------------------
* Filed herewith.
** Previously filed.
(b) Reports on Form 8-K.
None.
- 36 -
<PAGE> 56
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on April 30, 1998.
AUTHENTIC SPECIALTY FOODS, INC.
By: /s/ Samuel E. Hillin, Jr.
----------------------------------------------
Samuel E. Hillin, Jr.
Chief Financial Officer and Vice President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Robert K. Swanson Chief Executive Officer, Chairman of the Board April 30, 1998
- -------------------------------- and Director (Principal Executive Officer)
Robert K. Swanson
/s/ Michael T. Westhusing
- --------------------------------
Michael T. Westhusing President and Chief Operating Officer April 30, 1998
/s/ Samuel E. Hillin, Jr.
- --------------------------------
Samuel E. Hillin, Jr. Chief Financial Officer and Vice President April 30, 1998
(Principal Financial and Accounting Officer)
/s/ J. Gary Shansby
- --------------------------------
J. Gary Shansby Director April 30, 1998
/s/ Charles H. Esserman
- --------------------------------
Charles H. Esserman Director April 30, 1998
/s/ Tim G. Bruer
- --------------------------------
Tim G. Bruer Director April 30, 1998
/s/ Charles A. Lynch
- --------------------------------
Charles A. Lynch Director April 30, 1998
</TABLE>
- 37 -
<PAGE> 57
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- -----------------------------------------------------------------------------------------------
<S> <C>
2.1 -- Contribution and Exchange Agreement between the Company,
Robert C. Tanklage, TSG2 L.P., TSG2 Management, L.L.C. and
Keith R. Lively, dated June 20, 1997 (incorporated by
reference to Exhibit 2.1 to the Company's Registration
Statement on Form S-1 (Registration No. 333-29959) (the "S-1
Registration Statement"))
** 2.2 -- First Amendment to Contribution and Exchange Agreement, dated
July 30, 1997
** 2.3 -- Second Amendment to Contribution and Exchange Agreement,
dated August 27, 1997
3.1 -- Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the S-1
Registration Statement)
3.2 -- Bylaws of the Company (incorporated by reference to Exhibit
3.1 to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1997 ("September 30,
1997 10-Q"))
4.1 -- Specimen Common Stock Certificate (incorporated by reference
to Exhibit 4.1 to the S-1 Registration Statement)
4.2 -- Consulting Agreement between Calidad Foods, Inc. and Joseph
Patoskie, dated November 22, 1995 (incorporated by reference
to Exhibit 4.2 to the S-1 Registration Statement)
4.3 -- Consulting Agreement between Calidad Foods, Inc. and Richard
Patoskie, dated November 22, 1995 (incorporated by reference
to Exhibit 4.3 to the S-1 Registration Statement)
4.4 -- Secured Promissory Note, dated April 10, 1997, in favor of
Carolyn M. Johnson, Trustee (incorporated by reference to
Exhibit 4.4 to the S-1 Registration Statement)
4.5 -- Term Loan Agreement between Union Bank of California, N.A.
and La Victoria Foods, Inc., dated November 3, 1993,
including Fourth Amendment thereto, dated June 20, 1997
(incorporated by reference to Exhibit 4.5 to the S-1
Registration Statement)
* 4.6 -- Business Loan Agreement between Union Bank of California,
N.A., Authentic Specialty Foods, Inc. and La Victoria Foods,
Inc., dated October 16, 1997
10.1 -- Employment Agreement between Herman L. Graffunder and Calidad
Foods, Inc., dated June 23, 1997 (incorporated by reference
to Exhibit 10.1 to the S-1 Registration Statement)
* 10.2 -- Employment Agreement between Samuel E. Hillin, Jr. and
Authentic Specialty Foods, Inc., dated January 1, 1998
10.3 -- Authentic Specialty Foods, Inc. 1997 Stock Plan (incorporated
by reference to Exhibit 10.3 to the S-1 Registration
Statement)
10.4 -- Sublease Agreement between A-1 Freeman Relocation System,
Inc. and Calidad Foods, Inc., dated August 1, 1995
(incorporated by reference to Exhibit 10.4 to the S-1
Registration Statement)
10.5 -- Lease and Agreement between Tanklage Investments Ltd. and La
Victoria Foods, Inc., dated February 1, 1993 (incorporated by
reference to Exhibit 10.5 to the S-1 Registration Statement)
10.6 -- Lease and Agreement between Robert C. Tanklage, Carolyn M.
Johnson and Frank Barclay, Trustees, and La Victoria Foods,
Inc., dated August 1, 1985 (incorporated by reference to
Exhibit 10.6 to the S-1 Registration Statement)
10.7 -- Lease and Agreement between Henry C. Tanklage, Erika A.
Tanklage and Louis N. Mantalica, Trustees, and La Victoria
Foods, Inc., dated November 28, 1974 (incorporated by
reference to Exhibit 10.7 to the S-1 Registration Statement)
10.8 -- Warrant Agreement between the Company and Shansby Partners,
L.L.C., dated September 2, 1997 (incorporated by reference to
Exhibit 5 to Amendment No. 2 to Schedule 13D filed by TSG2
L.P. on February 5, 1998)
** 10.9 -- Registration Rights Agreement between the Company and Robert
C. Tanklage, dated September 2, 1997
** 10.10 -- Advisory Agreement between the Company and Shansby Partners,
L.L.C., dated August 15, 1997
</TABLE>
<PAGE> 58
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- -----------------------------------------------------------------------------------------------
<S> <C>
10.11 -- Employment Agreement between Robert C. Tanklage and La
Victoria Foods, Inc., dated May 31, 1997 (incorporated by
reference to Exhibit 10.11 to the S-1 Registration Statement)
** 10.12 -- Registration Rights Agreement between the Company, TSG2 L.P.,
Shansby Partners, L.L.C. and Keith R. Lively, dated September
2, 1997
10.13 -- Warrant Agreement between the Company and Shansby Partners,
L.L.C., dated September 30, 1997
10.14 -- Warrant Agreement between the Company and Shansby Partners,
L.L.C., dated October 29, 1997
10.15 -- Warrant Agreement between the Company and Shansby Partners,
L.L.C., dated January 9, 1997
** 10.16 -- Termination Agreement between La Victoria Foods, Inc. and
Robert C. Tanklage, dated December 17, 1997
10.17 -- Asset Purchase Agreement by and among the Company, La Monita
Mexican Food Products, Inc., Gilbert Moreno Enterprises, Inc.
and Gilbert Moreno, dated September 23 (incorporated by
reference to Exhibit 2.1 to the September 30, 1997 10-Q)
10.18 -- Stock Purchase Agreement by and among the Company, Sauces
Unlimited, Inc., Lawrence L. Amstutz, Ruth C. Amstutz and
Barry L. Brock, dated October 29, 1997 (incorporated by
reference to Exhibit 2.2 to the September 30, 1997 10-Q)
** 10.19 -- Stock Purchase Agreement by and among the Company, The
Tortilla King, Inc., Saragosa Bazan, Jr., Lydia E. Bazan and
SBJ Trust, dated January 9, 1998
* 10.20 -- Consulting Agreement between Authentic Specialty Foods, Inc.
and RKS, Inc., dated March 6, 1998
16.1 -- Letter from Rylander, Clay & Opitz, L.L.P., dated August 6,
1997, regarding change in certifying accountant (incorporated
by reference to Exhibit 16.1 to the S-1 Registration
Statement)
** 21.1 -- Subsidiaries of the Company
** 27.1 Financial Data Schedule
</TABLE>
- ------------------
* Filed herewith.
** Previously filed.
<PAGE> 1
EXHIBIT 4.6
BUSINESS LOAN AGREEMENT
This Business Loan Agreement (this "Agreement") is entered into as of the date
set forth below between Union Bank of California, N.A. ("Bank") and Authentic
Specialty Foods, Inc., a Texas corporation ("Authentic"), and La Victoria
Foods, Inc., a California corporation ("Victoria"), (each a "Borrower" and
collectively as "Borrowers") with respect to each and every extension of credit
(whether one or more, collectively referred to as the "Loan") from Bank to
Borrower. In consideration of the Loan, Bank and Borrowers agree to the
following terms and conditions:
1. THE LOAN.
1.1 The Note. The Loan is evidenced by one or more promissory notes or
other evidences of indebtedness, including each amendment, extension,
renewal or replacement thereof, which are incorporated herein by this
reference (whether one or more, collectively referred to as the "Note").
Wherever "N/A" appears in a blank in this Agreement, it means the
Subsection in which it appears is deemed deleted from this Agreement.
1.2 Unused Commitment Fee. On the last calendar day of the third month
following the execution of this Agreement and on the last calendar day of
each three-month period thereafter until and including September 30, 1998,
or the earlier termination of the Loan, Borrowers shall pay to Bank a fee
that in total equals one quarter of one percent (.25%) per year on the
average unused portion of the Loan for the preceding quarter computed on
the basis of actual days elapsed of a year of 360 days.
1.3 Collateral. The payment and performance of all obligations of Borrower
under the Loan Documents are and shall be during the term of the Loan
secured by a perfected security interest in such real or personal property
collateral as is required by Bank and each security interest shall rank in
first priority unless otherwise specified in writing by Bank.
2. CONDITIONS TO AVAILABILITY OF THE LOAN. Before Bank is obligated to
disburse all or any portion of the Loan, Bank must have received (a) the Note
and every other document required by Bank in connection with the Loan, each of
which must be in form and substance satisfactory to Bank (together with this
Agreement, referred to as the "Loan Documents"), (b) confirmation of the
perfection of its security interest in any collateral for the Loan, and (c)
payment of any fee required in connection with the Loan.
3. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants (and each
request for a disbursement of the proceeds of the Loan shall be deemed a
representation and warranty made on the date of such request) that:
3.1 Borrowers are duly organized, existing, and in good standing under
the laws of the states of their organization, respectively, and are duly
qualified to conduct business in each jurisdiction in which their
businesses are conducted, except where the failure to so qualify would not
have a material adverse effect on the Borrowers or on the ability of the
Borrowers to perform their obligations under this Agreement.
3.2 The execution, delivery and performance of the Loan Documents
executed by Borrower are within Borrower's power, have been duly
authorized, are legal, valid and binding obligations of Borrower, and are
not in conflict with the terms of any charter, bylaw, or other
organization papers of Borrower or with any law, indenture, material
agreement or undertaking to which Borrower is a party or by which Borrower
is bound or affected;
3.3 All financial statements and other financial information submitted by
Borrower to Bank are true and correct in all material respects, and there
has been no material adverse change in Borrower's financial condition
since the date of the latest of such financial statements;
3.4 Borrower has complied with all laws and regulations affecting
Borrower, including without limitation, each applicable fictitious
business name statute;
3.5 There is no event which is, or with notice or lapse of time or both
would be, an Event of Default (as defined in Article 5);
3.6 Borrower is not engaged in the business of extending credit for the
purpose of, and no part of the Loan will be used, directly or indirectly,
for purchasing or carrying margin stock within the meaning of Federal
Reserve Board Regulation U; and
3.7 Borrower is not aware of any fact, occurrence or circumstance which
Borrower has not disclosed to Bank in writing which has, or could
reasonably be expected to have, a material adverse effect on Borrower's
ability to repay the Loan or perform its obligations under the Loan
Documents.
<PAGE> 2
4. COVENANTS. Borrowers agree, so long as the Loan or any commitment to make
any advance under the Loan is outstanding and until full and final payment of
all sums outstanding under any Loan Document, that Borrowers will on a
consolidated basis;
4.1 Maintain:
(a) Tangible Net Worth for Authentic of at least $16,028,000 (As used
herein "Tangible Net Worth" means net worth increased by 100% of net
profit after taxes, indebtedness of Authentic subordinated to Bank
and decreased by patents, licenses, trademarks, trade names, goodwill
and other similar intangible assets, organizational expenses, and
monies due from affiliates including officers, shareholders and
directors);
(b) A ratio of total liabilities to Tangible Net Worth for Authentic
of not greater than 2.00:1.00 (As used herein "Tangible Net Worth"
means net worth increased by indebtedness of Authentic subordinated to
Bank and decreased by patents, licenses, trademarks, trade names,
goodwill and other similar intangible assets, organizational expenses,
and monies due from affiliates including officers, shareholders and
directors);
(c) A profit after taxes for Authentic of not less than $1.00, to be
measured as of the end of each fiscal quarter of Authentic for the
three month period immediately preceding the date of measurement;
All accounting terms used in this Agreement shall have the definitions given
them by generally accepted accounting principles, unless otherwise defined
herein.
4.2 Give written notice to Bank within 15 days of the following:
(a) Any litigation or arbitration proceeding affecting Borrower where
the amount in controversy is $100,000 or more;
(b) Any material dispute which may exist between Borrower and any
government regulatory body or law enforcement body;
(c) Any Event of Default or any event which, upon notice, or lapse of
time, or both, would become an Event of Default;
(d) Any other matter which has resulted or is likely to result in a
material adverse change in Authentic's financial condition or
operation; and
(e) Any change in Borrower's name or the location of Borrower's
principal place of business, or the location of any collateral for
the Loan, or the establishment of any new place of business or the
discontinuance of any existing place of business.
4.3 Furnish to Bank an income statement, balance sheet, and statement of
retained earnings, with supportive schedules ("Financial Statement"), and
any other financial information requested by Bank, prepared in accordance
with generally accepted accounting principles and in a form satisfactory to
Bank as follows:
(a) Within 60 days after the close of each quarter except for the
final quarter of each fiscal year, Borrower's Financial Statement as
of the close of such period;
(b) 120 days after the close of each fiscal year, a copy of
Authentic's annual Financial Statement prepared by an independent
certified public accountant on an audited basis. Any independent
certified public accountant who prepares Authentic's Financial
Statement shall be selected by Authentic and reasonably satisfactory
to Bank.
(c) 120 days after the close of each fiscal year, as either part of
the audited Financial Statements or presented separately, a copy of
Consolidating and Consolidated Financial Statements of the operations
of Borrowers. ("Consolidating" financial statements means financial
statements which show the accounting of Victoria separately from the
rest of Authentic on a consolidated basis, then sets forth current
intercompany transactions, and finally, Consolidated figures);
(d) Promptly upon request, any other financial information requested
by Bank.
4.4 Pay or reimburse Bank for all costs, expenses and fees incurred by
Bank in preparing and documenting this Agreement and the Loan, and all
amendments and modifications thereof, including but not limited to all
filing and recording fees, costs of appraisals, insurance and attorney's
fees, including the reasonable estimate of the allocated costs and expenses
of in-house legal counsel and staff.
4.5 Maintain and preserve Borrower's existence, present form of business
and all rights, privileges and franchises necessary or desirable in the
normal course of its business, and keep all of Borrower's properties in
good working order and condition.
4.6 Maintain and keep in force insurance with companies acceptable to Bank
and in such amounts and types, including without limitation fire and public
liability insurance, as is usual in the business carried on by Borrower, or
as Bank may reasonably request. Such insurance policies must be in form and
substance satisfactory to Bank.
4.7 Maintain adequate books, accounts and records and prepare all
financial statements required hereunder in accordance with generally
accepted accounting principles, and in compliance with the regulations of
any governmental regulatory body having jurisdiction over Borrower or
Borrower's business and permit employees or agents of Bank at any
reasonable time after reasonable notice to inspect Borrower's assets and
properties, and to examine or audit Borrower's books, accounts and records
and make copies and memoranda thereof.
4.8 At all times comply with, or cause to be complied with, all laws,
statutes, rules, regulations, orders and directions of any governmental
-2-
<PAGE> 3
authority having jurisdiction over Borrower or Borrower's business, and all
material agreements to which Borrower is a party.
4.9 Except as provided in this Agreement, or the Loan Documents, or in the
ordinary course of its business as currently conducted, not make any loans
or advances, become a guarantor or surety, pledge its credit or properties
in any manner, or extend credit.
4.10 Not sell or discount any account receivable or evidence of
indebtedness, except to Bank; not borrow any money or become contingently
liable for money borrowed, except pursuant to agreements made with Bank.
4.11 Neither liquidate, dissolve, enter into any consolidation, merger,
partnership, or other combination; nor convey, sell or lease all or the
greater part of its assets or business.
4.12 Not engage in any business activities or operations substantially
different from or unrelated to present business activities and operations.
4.13 Borrower will promptly, upon demand by Bank, take such further action
and execute all such additional documents and instruments in connection
with this Agreement as Bank in its reasonable discretion deems necessary,
and promptly supply Bank with such other information concerning its
affairs as Bank may request from time to time.
4.14 Borrower's outstanding hereunder that have been used by the Borrowers
for acquisitions of a business or businesses made after the date hereof
shall not exceed at any time $5,000,000 in the aggregate without the
Bank's prior consent.
5. EVENTS OF DEFAULT. The occurrence of any of the following events ("Events
of Default") shall terminate any obligation on the part of Bank to make or
continue the Loan and automatically, unless otherwise provided under the Loan
Documents, shall make all sums of interest and principal and any other amounts
owing under the Loan immediately due and payable, without notice of default,
presentment or demand for payment, protest or notice of nonpayment or dishonor,
or any other notices or demands:
5.1 Borrower shall default in the due and punctual payment of the
principal of or the interest on the Note or any of the Loan Documents;
5.2 Any default shall occur under the Note;
5.3 Borrower shall default in the due performance or observance of any
covenant or condition of the Loan Documents and, in the case of
subsections 4.5, 4.6, 4.7, 4.8, 4.9 and 4.10 only, such default shall
continue unremedied for a period of thirty (30) days.
5.4 Any guaranty or subordination agreement required hereunder is
breached or becomes ineffective, or any guarantor or subordinating
creditor dies or disavows or attempts to revoke or terminate such guaranty
or subordination agreement; or
6. MISCELLANEOUS.
6.1 The rights, powers and remedies given to Bank hereunder shall be
cumulative and not alternative and shall be in addition to all rights,
powers, and remedies given to Bank by law against Borrower or any other
person, including but not limited to Bank's rights of setoff or banker's
lien.
6.2 Any forbearance or failure or delay by Bank in exercising any right,
power or remedy hereunder shall not be deemed a waiver thereof and any
single or partial exercise of any right, power or remedy shall not
preclude the further exercise thereof. No waiver shall be effective unless
it is in writing and signed by an officer of Bank.
6.3 The benefits of this Agreement shall inure to the successors and
assigns of Bank and the permitted successors and assignees of Borrower,
and any assignment by Borrower without Bank's consent shall be null and
void.
6.4 The Agreement and all other agreements and instruments required by
Bank in connection herewith shall be governed by and construed according
to the laws of the State of California.
6.5 Should any one or more provisions of this Agreement be determined to
be illegal or unenforceable, all other provisions nevertheless shall be
effective. In the event of any conflict between the provisions of this
Agreement and the provisions of any note or reimbursement agreement
evidencing any indebtedness hereunder, the provisions of such note or
reimbursement agreement shall prevail.
6.6 Except for documents and instruments specifically referenced herein,
this Agreement constitutes the entire agreement between Bank and Borrower
regarding the Loan and all prior communications, verbal or written,
between Borrower and Bank shall be of no further effect or evidentiary
value.
6.7 The section and subsection headings herein are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
6.8 This Agreement may be amended only in writing signed by all parties
hereto.
6.9 Borrower and Bank may execute one or more counterparts to this
Agreement, each of which shall be deemed an original, but taken together
shall be one and the same instrument.
6.10 Any notices or other communications provided for or allowed hereunder
shall be effective only when given by one of the following methods and
addressed to the respective party at its address given with the signatures
at the end of this Agreement and shall be considered to have been validly
given: (a) upon delivery, if delivered personally; (b) upon receipt, if
mailed, first class postage prepaid with the United States
-3-
<PAGE> 4
Postal Service; (c) on the next business day if sent by overnight courier
service of recognized standing; and (d) upon telephoned confirmation of
receipt, if telecopied.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
October 16, 1997.
Union Bank of California, Authentic Specialty Foods, Inc. jt/w La
N.A. ("Bank") Victoria Foods, Inc. ("Borrower")
Authentic Specialty Foods, Inc.
By: By: /s/ SAMUEL E. HILLIN, JR.
------------------------------ -------------------------------------
Title: Vice President Title: Chief Financial Officer
Printed Name: Darr Woods Printed Name: Samuel E. Hillin, Jr.
By: /s/ JON STRAYER
------------------------------
Title: Vice President La Victoria Foods, Inc.
Printed Name: Jon Strayer
By:
-------------------------------------
Title:
----------------------------------
Printed Name:
---------------------------
Address where notices to Bank Address where notices to Borrower
are to be sent: are to be sent:
445 South Figuarua Street, 1313 Avenue R
16th Floor Grand Prairie, Texas 75050
Los Angeles, Ca 90071
Fax Number: (213) 236-7635 Fax Number: (214) 933-4120
-4-
<PAGE> 1
EXHIBIT 10.2
EMPLOYMENT AGREEMENT
This Agreement is made as of the 1st day of January, 1998, between
Authentic Specialty Foods, Inc., a Texas corporation (the "Corporation"), and
Samuel E. Hillin, Jr. (the "Executive").
W I T N E S S E T H:
WHEREAS, Corporation is desirous of employing Executive in an executive
capacity on the terms and conditions, and for the consideration, hereinafter set
forth and Executive is desirous of being employed by Corporation on such terms
and conditions and for such consideration;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally
bound, covenant and agree as follows:
Section 1. Employment. (a) During the Term (as defined below), the
Corporation shall employ Executive in the position of President of the
Corporation's DSD Operating Division or in such other positions as the parties
shall mutually agree. Executive agrees to serve in such positions and to perform
diligently and to the best of his abilities the duties and services appertaining
to such office, as well as such additional duties and services appropriate to
such office as shall be specified by the Board of Directors from time to time.
Executive's employment shall also be subject to the policies maintained and
established by Corporation, as the same may be amended from time to time.
(b) The Executive hereby accepts such employment and agrees that during
the continuance thereof he will devote all of his business time, effort, skill
and attention to the affairs of, and for the benefit of, the Corporation and its
affiliates (as defined below) and that he will not engage, directly or
indirectly, in any other business or businesses, whether or not similar to that
of Corporation. The foregoing notwithstanding, the parties recognize and agree
that Executive may engage in passive personal investments that do not conflict
with the business and affairs of Corporation or interfere with Executive's
performance of his duties hereunder. Executive acknowledges and agrees that
Executive owes a fiduciary duty of loyalty, fidelity and allegiance to act at
all times in the best interests of the Corporation and to do no act which would
injure the business, interests or reputation of the Corporation or any of its
subsidiaries or affiliates. In keeping with these duties, Executive shall make
full disclosure to the Corporation of all business opportunities pertaining to
the Corporation's business and shall not appropriate for Executive's own benefit
business opportunities concerning the subject matter of the fiduciary
relationship. For purposes of this Agreement, the term "affiliate" shall mean
with respect to a specified entity, an entity that directly, or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with the entity specified.
<PAGE> 2
Section 2. Term. Unless sooner terminated pursuant to other provisions
hereof, the term of this Agreement shall be one year commencing on the date
hereof (the "Term"); provided, however, that the Term shall automatically be
extended for an additional one year period after the scheduled expiration
thereof (including any expiration date that results from one or more automatic
renewals provided for in this Section) unless either the Corporation or the
Executive gives the other party a notice of non-renewal at least 60 days prior
to the scheduled expiration of the Term.
Section 3. Compensation.
(a) Base Salary. As compensation for the services to be rendered by the
Executive under this Agreement, the Corporation agrees to pay the Executive a
salary ("Base Salary") of $175,000 per year, which shall be payable in equal
installments on the customary payroll periods of the Corporation; provided,
however, that for the fiscal year ending December 31, 1998, $25,000 of the Base
Salary has already been paid to the Executive, and the payments of Base Salary
for the remainder of such fiscal year shall be adjusted accordingly. The Board
of Directors of the Corporation will review the Base Salary at the beginning of
each fiscal year and determine whether to increase the Base Salary; provided,
however, that the Corporation shall be under no obligation to increase the Base
Salary.
(b) Annual Bonus. In addition to compensation provided for in Section
3(a), the Compensation Committee (the "Compensation Committee") of the
Corporation, may, but shall not be obligated to, grant in its sole discretion an
annual bonus of up to 50% of Base Salary to the Executive for each year during
the Term. If the Compensation Committee shall elect to grant such a bonus, the
amount of any such bonus shall be based upon such factors as the Compensation
Committee, in its sole discretion, shall deem appropriate, including without
limitation, the performance of the Executive, the financial performance of the
Corporation and the DSD Operating Division and the consolidated financial
performance of the Corporation and its subsidiaries.
Section 4. Fringe Benefits.
(a) Subject to Corporation's standard policies and procedures with
respect to expense reimbursement as applied to its executive employees
generally, Corporation shall reimburse Executive for, or pay on behalf of
Executive, reasonable and appropriate expenses incurred by Executive for
business-related purposes.
(b) The Executive will be entitled each year to three weeks paid
vacation, to be taken at such time or times as may be reasonably convenient to
the Corporation and to the Executive. In addition, the Executive will be
entitled to all legal holidays observed by office closings at the Corporation's
headquarters.
(c) The Executive will be reimbursed for the premiums paid by the
Executive in order to obtain a term life insurance policy with up to a $500,000
benefit; provided, however, that the Corporation shall not be required to pay
aggregate premiums for any year in excess of $5,000.
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(d) The Executive will be reimbursed for (i) the lease payments for an
automobile to be used primarily in the business of the Corporation and (ii) the
cost of insurance for such automobile; provided, however, that the amount of
such reimbursement shall be approved by the Compensation Committee.
(e) The Executive acknowledges that he has previously received a grant
of options to acquire 25,000 shares of the Common Stock of the Corporation (the
"Options"). The Company agrees that if the Executive ceases to be an employee of
the Corporation for any reason, the Company will take such action as shall be
necessary to vest the greater of (i) the applicable percentage vested under the
applicable stock option agreement and (ii) 50% of the Options. Notwithstanding
the foregoing, the Options shall become fully exercisable on the occurrence of a
Change of Control. For purposes of this Agreement, "Change of Control" means
when (i) any merger or consolidation in which the Company is not the surviving
corporation or survives as a wholly owned subsidiary of another company or (ii)
any person or entity, including a "group" as contemplated by Section 13(d)(3) of
the Securities Exchange of 1934 Act, as amended, other than TSG2 L.P. or any
partner or other affiliate of TSG2 L.P. (a "Shansby Entity"), acquires more than
50% of the outstanding shares of the Company's voting stock (based upon voting
power).
Section 5. Termination. (a) This Agreement shall terminate upon the
resignation, death or disability (as defined herein) of the Executive, in which
case no compensation or benefits or other payments shall be payable under this
Agreement (except for amounts accrued through the date of such resignation,
death or disability); provided, however, that the confidentiality,
noncompetition and other obligations set forth in Sections 6, 7 and 8 shall
survive the Executive's resignation or disability. As used herein "disability"
means an illness, injury or incapacity that prevents the Executive from
performing the essential functions of his position for a period of three
consecutive months, with reasonable accommodation.
(b) The Corporation may terminate the Executive's employment
hereunder for "Cause." Such termination shall be effective immediately upon
notice of termination. For purposes of this Agreement, "Cause" is defined as
follows: a determination by the Board of Directors that one of the following
events shall have occurred: (i) the Executive's neglect of his duties hereunder;
(ii) the refusal by the Executive to follow reasonable and lawful directions
from the Board of Directors of the Corporation; (iii) any violation by the
Executive of the provisions of Section 6, 7 or 8 hereof that results or could
reasonably be expected to result in a material harm to the Corporation or its
financial condition, prospects or results of operations or (iv) the engaging by
the Executive in misconduct, or in acts of moral turpitude, that in the judgment
of the Board of Directors is or are injurious to the Corporation or its
financial condition, prospects or results of operations. If the Executive's
employment is terminated for Cause, no additional compensation, benefits or
other payments shall be payable to the Executive (except for amounts accrued
through the date of such termination); provided, however, that the
confidentiality, noncompetition and other obligations set forth in Sections 6, 7
and 8 shall survive such termination.
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(c) The Corporation may terminate the Executive's employment
for reasons other than Cause upon written notice. If the Corporation terminates
the Executive's employment for reasons other than Cause, the Executive shall be
entitled to receive his Base Salary for the remainder of the Term following such
termination (or, if longer, for a period of six months after termination), which
shall be paid over the course of such period in the same installments required
by Section 3, in full and final satisfaction of all amounts due from the
Corporation; provided, however, that the confidentiality, noncompetition and
other obligations set forth in Sections 6, 7 and 8 shall survive such
termination.
(d) Executive shall have the right to resign as an employee of
the Corporation upon written notice. In the event of such resignation, no
additional compensation, benefits or other payments shall be payable to the
Executive; provided, however, that the confidentiality, noncompetition and other
obligations set forth in Sections 6, 7 and 8 shall survive such termination.
Section 6. Confidentiality; Statements regarding the Corporation.
(a) Executive will not, at any time during or after Executive's
employment by the Corporation, make any unauthorized disclosure of any
confidential business information or trade secrets of the Corporation or its
affiliates, or make any use thereof, except in the carrying out of Executive's
employment responsibilities hereunder. Affiliates of the Corporation shall be
third party beneficiaries of Executive's obligations under this paragraph. As a
result of Executive's employment by the Corporation, Executive may also from
time to time have access to, or knowledge of, confidential business information
or trade secrets of third parties, such as customers, suppliers, partners, joint
venturers, and the like, of the Corporation and its affiliates. Executive also
agrees to preserve and protect the confidentiality of such third party
confidential information and trade secrets to the same extent, and on the same
basis, as the Corporation's confidential business information and trade secrets.
(b) Executive shall refrain, both during the employment relationship
and after the employment relationship terminates, from publishing any oral or
written statements about the Corporation, any of its affiliates, or any of such
entities' officers, directors, employees, agents or representatives that are
slanderous, libelous, or defamatory; or that disclose private or confidential
information about the Corporation, any of its affiliates, or any of such
entities' business affairs, officers, directors, employees, agents, or
representatives; or that constitute an intrusion into the seclusion or private
lives of the Corporation, any of its affiliates, or any of such entities'
officers, directors, employees, agents, or representatives; or that give rise to
unreasonable publicity about the private lives of the Corporation, any of its
affiliates, or any of such entities' officers, directors, employees, agents, or
representatives; or that place the Corporation, any of its affiliates, or any of
such entities' officers, directors, employees, agents, or representatives in a
false light before the public; or that constitute a misappropriation of the name
or likeness of the Corporation, any of its affiliates, or any of such entities'
officers, directors, employees, agents, or representatives. A violation or
threatened violation of this prohibition may be enjoined by the courts. The
rights
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afforded the Corporation and its affiliates under this provision are in addition
to any and all rights and remedies otherwise afforded by law.
Section 7. Trademarks, Patents, etc. All information, ideas, concepts,
improvements, discoveries and inventions, whether patentable or not, which are
conceived, made, developed, or acquired by Executive, individually or in
conjunction with others, during Executive's employment by the Corporation
(whether during business hours or otherwise and whether on the Corporation's
premises or otherwise) which relate to the Corporation's business, products, or
services (including, without limitation, all such information relating to
corporate opportunities, research, financial and sales data, pricing terms,
evaluations, opinions, interpretations, acquisitions prospects, the identity of
customers or suppliers or their requirements, the identity of key contacts
within the customer's or supplier's organizations or within the organization of
acquisition prospects, or marketing and merchandising techniques, prospective
names and marks) shall be disclosed to the Corporation and are and shall be the
sole and exclusive property of the Corporation. Moreover, all documents,
drawings, memoranda, notes, records, files, correspondence, manuals, models,
specifications, computer programs, E-mail, voice mail, electronic databases,
maps and all other writings or materials of any type embodying any of such
information, ideas, concepts, improvements, discoveries and inventions are and
shall be the sole and exclusive property of the Corporation. Upon termination of
Executive's employment by the Corporation, for any reason, Executive promptly
shall deliver the same, and all copies thereof, to the Corporation.
Section 8. Noncompetition; Corporation Employees. (a) The Executive
agrees that during the period that the Executive is employed by the Corporation
and for a two-year period thereafter:
(i) Executive shall not, directly or indirectly, for his own
account or for the account of others, as an officer, director, passive
stockholder, owner, partner, promoter, consultant, advisor, employee,
manager or otherwise, participate in the promotion, financing,
ownership, operation or management of, or assist in, furnish advice
with respect to, or carry on through a proprietorship, partnership,
joint venture, corporation, other form of business entity or otherwise,
any business activity in a geographic market within the State of Texas
involving or relating to the food distribution, food packaging and food
processing businesses in connection with Mexican food products;
provided, however, that nothing in this clause (i) shall prohibit the
Executive's beneficial ownership of not in excess of 1% of any class of
common stock that is listed for trading on a national securities
exchange;
(ii) Executive shall not furnish advice to, solicit, or do
business with any customer (or any previous customer within the last
year) of the Corporation or any of its subsidiaries relating to the
business of the Corporation in any state where such customer is doing
business with Corporation or any of its subsidiaries; and
(iii) Executive shall not encourage or induce any current or
former employee of the Corporation or any of its subsidiaries or
affiliates to leave the employment of the
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Corporation or any of its subsidiaries or affiliates, offer employment,
retain, hire or assist in the hiring of any such employee by any
person, association, or entity not affiliated with the Corporation or
any of its subsidiaries or affiliates.
(b) Although the parties to this Agreement have, in good
faith, used all reasonable efforts to make this covenant reasonable in
both geographic area and in duration, and it is not anticipated, nor is
it intended, by either of the parties to this Agreement that any court
of competent jurisdiction would find it necessary to reform this
covenant to make it reasonable in both scope and in duration, or
otherwise, the parties to this Agreement agree that any court of
competent jurisdiction making a determination that it is necessary to
reform this covenant to make it reasonable in either scope or duration,
or otherwise, shall be, and hereby is, empowered and directed to reform
this Agreement to a reasonable restriction rather than invalidating
this covenant or otherwise rendering it unenforceable.
(c) In the event of breach by Executive of this covenant, it
is understood and agreed (i) that the Corporation shall be entitled to
injunctive relief as well as any and all other applicable remedies at
law and in equity; and (ii) that damages, if any, for the breach of
this covenant will accrue and be recoverable by the Corporation or any
subsidiary as of and from the date of the breach insofar as the damages
for such breach relate to an action that occurred within the scope and
duration of the covenant determined to be reasonable (whether or not
the covenant is reformed in connection with such determination).
Section 9. Waiver; Remedies for Breach. A waiver by either party hereto
of any breach of any provision of this Agreement shall not operate or be
construed as a waiver of similar or dissimilar provisions at the same time or at
any prior or subsequent time. It is agreed that the Executive's services are
unique and that any breach or threatened breach by the Executive of any
provision of Section 6, 7 or 8 cannot be remedied solely by damages. Therefore,
if there is a breach or threatened breach of the provisions of Section 6, 7 or
8, the Executive acknowledges that the Corporation shall be entitled to an
injunction restraining the Executive from such breach. Nothing herein shall be
construed as prohibiting the Corporation from pursuing any other remedies for
any breach or threatened breach.
Section 10. Entire Agreement. This Agreement constitutes the entire
agreement of the parties with respect to the employment of the Executive by the
Corporation, and no agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either
party which are not set forth expressly in this Agreement. Without limiting the
generality of the foregoing, this Agreement supersedes the Executive's existing
Employment Agreement dated June 23, 1997.
Section 11. Severability. The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain in
full force and effect, and any provision of this Agreement shall
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be construed to render such provision valid and enforceable to the maximum
extent possible by law in the event of any challenge.
Section 12. Binding Agreement. This Agreement shall be binding on and
shall inure to the benefit of the Corporation and its successors and assigns.
This Agreement and all rights of the Executive hereunder shall inure to the
benefit of and be enforceable by the Executive's person or legal
representatives, executors, or administrators. Neither this Agreement nor any
right hereunder may be assigned by the Executive.
Section 13. Relationship of the Parties. Nothing herein contained shall
be deemed to constitute a partnership between or a joint venture by the parties,
nor shall anything herein contained be deemed to constitute either the Executive
or the Corporation the agent of the other except as is provided herein. Neither
the Executive nor the Corporation shall be or become liable or bound by any
representation, act or omission whatsoever of the other made contrary to the
provisions of this Agreement.
Section 14. Governing Law. The validity, interpretation, construction
and performance of this Agreement shall be governed by the laws of the State of
Texas, without giving effect to principles of conflict of laws.
Section 15. Notice. Any notice, communication, request, instruction or
other document required or permitted hereunder shall be given in writing and
delivered in person or sent by U.S. Mail postage prepaid, return receipt
requested, or by telex, facsimile or telecopy to the addresses of the
Corporation and the Executive set forth below. Any such notice shall be
effective upon receipt or 3 days after placed in the mail, whichever is earlier.
To the Corporation:
Authentic Specialty Foods, Inc.
c/o The Shansby Group
250 Montgomery Street, Suite 1100
San Francisco, California 94104
Telecopy: (415) 421-5120
To the Executive:
2009 Ridgemont Ct.
Arlington, Texas 76012
or to such other address as any party shall hereafter designate by written
notice.
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Section 16. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
Section 17. Headings. The headings contained herein are for reference
purposes only and shall not in any way affect the meaning or interpretation of
any provision or provisions of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
AUTHENTIC SPECIALTY FOODS, INC.
By: /s/ ROBERT K. SWANSON
--------------------------------------
Robert K. Swanson
Chairman of the Board and
Chief Executive Officer
/s/ SAMUEL E. HILLIN, JR.
-----------------------------------------
SAMUEL E. HILLIN, JR.
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EXHIBIT 10.20
CONSULTING AGREEMENT
This Consulting Agreement is made as of the 6th day of March, 1998,
between Authentic Specialty Foods, Inc., a Texas corporation (the
"Corporation"), and RKS, Inc. (the "Consultant").
W I T N E S S E T H:
WHEREAS, Consultant is a corporation all of the capital stock of which
is owned beneficially by Robert K. Swanson ("Swanson") and certain members of
his family;
WHEREAS, the Corporation is desirous of retaining Consultant on the
terms and conditions, and for the consideration, hereinafter set forth and
Consultant is desirous of being retained by Corporation on such terms and
conditions and for such consideration;
WHEREAS, Swanson currently serves as a director of the Corporation;
WHEREAS, the Corporation is desirous of retaining Swanson as Chairman
of the Board and Chief Executive Officer of the Corporation, and Swanson is
desirous of serving in such capacities;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally
bound, covenant and agree as follows:
Section 1. Services to be Provided. (a) Until the termination of this
Agreement, Consultant shall provide consulting services to the Corporation, and
Swanson shall serve as Chairman of the Board and Chief Executive Officer of the
Corporation or in such other positions as the parties shall mutually agree.
Consultant agrees to serve in such positions and to perform diligently and to
the best of his abilities the duties and services appertaining to such office,
as well as such additional duties and services appropriate to such office as
shall be specified by the Board of Directors from time to time. Consultant's
consultancy shall also be subject to the policies maintained and established by
Corporation, as the same may be amended from time to time.
(b) The Consultant hereby accepts its retention hereunder and agrees
that during the continuance thereof Swanson will devote substantially all of his
business time, effort, skill and attention to the affairs of, and for the
benefit of, the Corporation and its affiliates (as defined below) and that
Swanson will not engage, directly or indirectly, in any other business or
businesses, whether or not similar to that of Corporation. The foregoing
notwithstanding, the parties recognize and agree that Swanson may engage in
private companies and personal investments, in each case to the extent that they
do not conflict with the business and affairs of Corporation or interfere with
Consultant's performance of his duties hereunder. Consultant acknowledges and
agrees that Swanson owes a fiduciary duty of loyalty, fidelity and allegiance to
act at all times in the best interests of the
<PAGE> 2
Corporation and to do no act which would injure the business, interests or
reputation of the Corporation or any of its subsidiaries or affiliates. In
keeping with these duties, Consultant shall make full disclosure to the
Corporation of all business opportunities pertaining to the Corporation's
business and shall not appropriate for Consultant's own benefit business
opportunities concerning the subject matter of the fiduciary relationship. For
purposes of this Agreement, the term "affiliate" shall mean with respect to a
specified entity, an entity that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with
the entity specified.
Section 2. Term. The term of this Agreement shall be month-to-month,
commencing on the date hereof; provided, however, that this Agreement may be
terminated by either party upon 30 days' prior written notice, with or without
cause.
Section 3. Compensation.
(a) As compensation for the services to be rendered by the Consultant
under this Agreement, the Corporation agrees to pay the Consultant a Consulting
Fee of $25,000 per month, prorated appropriately for any partial month and
payable at the end of each calendar month during the term hereof in arrears.
(b) In addition to compensation provided for in Section 3(a), the
Compensation Committee (the "Compensation Committee") of the Corporation, may,
but shall not be obligated to, from time to time grant in its sole discretion
consulting fee bonuses, and shall initially consider whether to grant such a
bonus no later than the earlier of December 31, 1998 or the date that Swanson
ceases to serve as Chairman of the Board of the Corporation. If the Compensation
Committee shall elect to grant such a bonus, the amount of any such bonus shall
be based upon such factors as the Compensation Committee, in its sole
discretion, shall deem appropriate, including without limitation, the
performance of the Consultant, the financial performance of the Corporation and
the consolidated financial performance of the Corporation and its subsidiaries.
(c) The parties acknowledge that Swanson has received grants of stock
options to purchase shares of capital stock of the Corporation, and may receive
additional grants of options. The Corporation agrees that, notwithstanding any
provision in any option agreement relating to any of such options to the
contrary, if Swanson ceases to serve as a director of the Corporation for any
reason or if a "Change of Control" shall occur, then all such options shall
become immediately exercisable, and Swanson shall be entitled to exercise each
such option on the terms set forth therein for (i) a period of 90 days after he
ceases to be a director or the Change of Control, as the case may be, or (ii)
the period specified in the applicable option agreement, whichever is longer.
For purposes of this Agreement, a "Change of Control" shall mean (i) any merger,
consolidation, or reorganization with or into any person other than TSG2 L.P. or
any partner or affiliate thereof (each, a "Shansby Entity") in which the
Corporation is not the surviving entity (or survives only as a subsidiary of an
entity) or (ii) when any person or entity, including a "group" as contemplated
by Section 13(d)(3) of the 1934 Act, other than a Shansby Entity acquires or
gains ownership or control (including,
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without limitation, power to vote) of more than 50% of the outstanding shares of
the Corporation's voting stock (based upon voting power).
Section 4. Reimbursement of Expenses; No Employee Benefits. Subject to
Corporation's standard policies and procedures with respect to expense
reimbursement as applied to its employees generally, Corporation shall reimburse
Consultant for, or pay on behalf of Consultant, reasonable and appropriate
out-of-pocket expenses incurred by Consultant for business-related purposes in
connection with its services hereunder, including without limitation reasonable
out-of-pocket travel expenses and legal fees. Without limiting the generality of
the foregoing, the Corporation agrees to reimburse Consultant for its
out-of-pocket office and similar operating expenses during the term hereof. In
accordance with Section 13 hereof, neither Consultant nor Swanson shall be
considered an employee of the Corporation and shall not be eligible to
participate in any employee benefit plan or program sponsored, contributed to or
maintained by the Corporation.
Section 5. Termination. (a) This Agreement shall terminate upon the
death or disability (as defined herein) of Swanson, in which case no
compensation or other payments shall be payable under this Agreement (except for
amounts accrued through the date of such death or disability); provided,
however, that the confidentiality, nonsolicitation and other obligations set
forth in Sections 6, 7 and 8 shall survive Swanson's disability. As used herein
"disability" means an illness, injury or incapacity that prevents the Consultant
from performing the essential functions of his position for a period of three
consecutive months, with reasonable accommodation.
(b) Either the Corporation or the Consultant may terminate the
Consultant's services hereunder upon at least 30 days' prior written notice, in
which case no compensation or other payments shall be payable under this
Agreement after the date of such termination (except for amounts accrued through
the date of such termination and except as otherwise expressly provided in this
paragraph (b) in connection with a Change of Control); provided, however, that
the confidentiality, nonsolicitation and other obligations set forth in Sections
6, 7 and 8 shall survive such termination. Notwithstanding the foregoing, if
this Agreement is terminated by either the Corporation or the Consultant within
nine months after the occurrence of a Change of Control (or within 30 days prior
to the public announcement of a Change of Control), then the Consultant shall be
entitled to receive from the Corporation a lump sum payment on the date of such
termination equal to (i) three months' Consulting Fee, less (ii) the amount of
any Consulting Fee actually paid by the Corporation prior to termination (not to
exceed 30 day's Consulting Fee) that accrued between the date of the termination
notice and the date of termination.
Section 6. Confidentiality; Statements regarding the Corporation.
(a) Consultant will not, at any time during or after Consultant's
services hereunder, make any unauthorized disclosure of any confidential
business information or trade secrets of the Corporation or its affiliates, or
make any use thereof, except in the carrying out of Consultant's
responsibilities hereunder. Affiliates of the Corporation shall be third party
beneficiaries of Consultant's obligations under this paragraph. As a result of
Consultant's performance of its services
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hereunder, Consultant may also from time to time have access to, or knowledge
of, confidential business information or trade secrets of third parties, such as
customers, suppliers, partners, joint venturers, and the like, of the
Corporation and its affiliates. Consultant also agrees to preserve and protect
the confidentiality of such third party confidential information and trade
secrets to the same extent, and on the same basis, as the Corporation's
confidential business information and trade secrets.
(b) Consultant shall refrain, both during the consultant relationship
and after the consultant relationship terminates, from publishing any oral or
written statements about the Corporation, any of its affiliates, or any of such
entities' officers, directors, employees, agents or representatives that are
slanderous, libelous, or defamatory; or that disclose private or confidential
information about the Corporation, any of its affiliates, or any of such
entities' business affairs, officers, directors, employees, agents, or
representatives; or that constitute an intrusion into the seclusion or private
lives of the Corporation, any of its affiliates, or any of such entities'
officers, directors, employees, agents, or representatives; or that give rise to
unreasonable publicity about the private lives of the Corporation, any of its
affiliates, or any of such entities' officers, directors, employees, agents, or
representatives; or that place the Corporation, any of its affiliates, or any of
such entities' officers, directors, employees, agents, or representatives in a
false light before the public; or that constitute a misappropriation of the name
or likeness of the Corporation, any of its affiliates, or any of such entities'
officers, directors, employees, agents, or representatives. A violation or
threatened violation of this prohibition may be enjoined by the courts. The
rights afforded the Corporation and its affiliates under this provision are in
addition to any and all rights and remedies otherwise afforded by law.
Section 7. Trademarks, Patents, etc. All information, ideas, concepts,
improvements, discoveries and inventions, whether patentable or not, which are
conceived, made, developed, or acquired by Consultant, individually or in
conjunction with others, during the performance of Consultant's service
hereunder (whether during business hours or otherwise and whether on the
Corporation's premises or otherwise) which relate to the Corporation's business,
products, or services (including, without limitation, all such information
relating to corporate opportunities, research, financial and sales data, pricing
terms, evaluations, opinions, interpretations, acquisitions prospects, the
identity of customers or suppliers or their requirements, the identity of key
contacts within the customer's or supplier's organizations or within the
organization of acquisition prospects, or marketing and merchandising
techniques, prospective names and marks) shall be disclosed to the Corporation
and are and shall be the sole and exclusive property of the Corporation.
Moreover, all documents, drawings, memoranda, notes, records, files,
correspondence, manuals, models, specifications, computer programs, E-mail,
voice mail, electronic databases, maps and all other writings or materials of
any type embodying any of such information, ideas, concepts, improvements,
discoveries and inventions are and shall be the sole and exclusive property of
the Corporation. Upon termination of Consultant's services hereunder for any
reason, Consultant promptly shall deliver the same, and all copies thereof, to
the Corporation.
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Section 8. Nonsolicitation; Corporation Employees. (a) The Consultant
agrees that during the period that the Consultant is retained by the Corporation
and for a two-year period thereafter:
(i) Consultant shall not furnish advice to, solicit, or do
business with any customer (or any previous customer within the last
year) of the Corporation or any of its subsidiaries relating to the
business of the Corporation in any state where such customer is doing
business with Corporation or any of its subsidiaries; and
(ii) Consultant shall not encourage or induce any current or
former employee of the Corporation or any of its subsidiaries or
affiliates to leave the employment of the Corporation or any of its
subsidiaries or affiliates, offer employment, retain, hire or assist in
the hiring of any such employee by any person, association, or entity
not affiliated with the Corporation or any of its subsidiaries or
affiliates.
(b) Although the parties to this Agreement have, in good
faith, used all reasonable efforts to make this covenant reasonable in
both geographic area and in duration, and it is not anticipated, nor is
it intended, by either of the parties to this Agreement that any court
of competent jurisdiction would find it necessary to reform this
covenant to make it reasonable in both scope and in duration, or
otherwise, the parties to this Agreement agree that any court of
competent jurisdiction making a determination that it is necessary to
reform this covenant to make it reasonable in either scope or duration,
or otherwise, shall be, and hereby is, empowered and directed to reform
this Agreement to a reasonable restriction rather than invalidating
this covenant or otherwise rendering it unenforceable.
(c) In the event of breach by Consultant of this covenant, it
is understood and agreed (i) that the Corporation shall be entitled to
injunctive relief as well as any and all other applicable remedies at
law and in equity; and (ii) that damages, if any, for the breach of
this covenant will accrue and be recoverable by the Corporation or any
subsidiary as of and from the date of the breach insofar as the damages
for such breach relate to an action that occurred within the scope and
duration of the covenant determined to be reasonable (whether or not
the covenant is reformed in connection with such determination).
Section 9. Waiver; Remedies for Breach. A waiver by either party hereto
of any breach of any provision of this Agreement shall not operate or be
construed as a waiver of similar or dissimilar provisions at the same time or at
any prior or subsequent time. It is agreed that the Consultant's services are
unique and that any breach or threatened breach by the Consultant of any
provision of Section 6, 7 or 8 cannot be remedied solely by damages. Therefore,
if there is a breach or threatened breach of the provisions of Section 6, 7 or
8, the Consultant acknowledges that the Corporation shall be entitled to an
injunction restraining the Consultant from such breach. Nothing herein shall be
construed as prohibiting the Corporation from pursuing any other remedies for
any breach or threatened breach.
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Section 10. Entire Agreement. This Agreement constitutes the entire
agreement of the parties with respect to the retention of the Consultant by the
Corporation, and no agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either
party which are not set forth expressly in this Agreement.
Section 11. Severability. The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain in
full force and effect, and any provision of this Agreement shall be construed to
render such provision valid and enforceable to the maximum extent possible by
law in the event of any challenge.
Section 12. Binding Agreement. This Agreement shall be binding on and
shall inure to the benefit of the Corporation and its successors and assigns.
This Agreement and all rights of the Consultant hereunder shall inure to the
benefit of and be enforceable by the Consultant's person or legal
representatives, executors, or administrators. Neither this Agreement nor any
right hereunder may be assigned by the Consultant.
Section 13. Relationship of the Parties. Consultant is engaged by the
Corporation only for the purposes and to the extent set forth in this Agreement,
and its relationship to the Corporation hereunder is that of an independent
contractor. Nothing in this Agreement is intended to create an employer/employee
relationship between the Corporation and Consultant (or Swanson) or to allow the
Corporation to exercise control or direction over the manner or method by which
Consultant performs the services that are the subject matter of this Agreement.
Consultant shall be responsible for payment of all income, self-employment, or
other taxes attributable to all compensation paid hereunder by the Corporation
to Consultant, and Consultant agrees to hold the Corporation harmless for
withholding or payment of such taxes.
Section 14. Governing Law. The validity, interpretation, construction
and performance of this Agreement shall be governed by the laws of the State of
Texas, without giving effect to principles of conflict of laws.
Section 15. Notice. Any notice, communication, request, instruction or
other document required or permitted hereunder shall be given in writing and
delivered in person or sent by U.S. Mail postage prepaid, return receipt
requested, or by telex, facsimile or telecopy to the addresses of the
Corporation and the Consultant set forth below. Any such notice shall be
effective upon receipt or 3 days after placed in the mail, whichever is earlier.
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To the Corporation:
Authentic Specialty Foods, Inc.
1313 Avenue R
Grand Prairie, Texas 75050
Attention: Chief Financial Officer
Telecopy: (972) 933-4120
To the Consultant:
RKS, Inc.
c/o Robert K. Swanson
5600 North Palo Cristi Road
Paradise Valley, Arizona 85253
Telecopy: (602) 224-5643
or to such other address as any party shall hereafter designate by written
notice.
Section 16. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
Section 17. Headings. The headings contained herein are for reference
purposes only and shall not in any way affect the meaning or interpretation of
any provision or provisions of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
AUTHENTIC SPECIALTY FOODS, INC.
By: /s/ MICHAEL T. WESTHUSING
-------------------------------------
Michael T. Westhusing
President
RKS, INC.
By: /s/ ROBERT K. SWANSON
-------------------------------------
Robert K. Swanson
Chairman of the Board
GUARANTEE
The undersigned Robert K. Swanson hereby unconditionally guarantees the
obligations of RKS, Inc. under the Consulting Agreement set forth above as if
the undersigned were a party thereto.
/s/ ROBERT K. SWANSON
----------------------------------------
ROBERT K. SWANSON
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