<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarter (twelve weeks) ended September 12, 1998.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from __________________ to _________________
Commission File Number __________________
Tom's Foods Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
58-1516963
(I.R.S. Employer Identification No.)
900 8th Street
Columbus, GA 31902
(Address of principal executive offices, including zip code)
(706) 323-2721
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrants (1) have 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
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
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TOM'S FOODS INC.
INDEX
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<CAPTION>
Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Balance Sheets as of September 12, 1998 (unaudited) and January 3, 1998.... 3
Statements of Operations (unaudited) for the twelve weeks and
thirty-six weeks ended September 12, 1998 and September
6, 1997.............................................................. 4
Statements of Cash Flows (unaudited) for the thirty-six weeks
ended September 12, 1998 and September 6, 1997....................... 5
Notes to Financial Statements.............................................. 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................ 7
PART II. OTHER INFORMATION
Signatures.................................................................................. 11
</TABLE>
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TOM'S FOODS INC.
BALANCE SHEETS
SEPTEMBER 12, 1998 AND JANUARY 3, 1998
(in thousands except per share data)
<TABLE>
<CAPTION>
September 12, 1998 January 3, 1998
------------------ ---------------
(unaudited)
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ASSETS
Current Assets:
Cash and short-term investments $ 2,062 $ 7,487
Accounts and notes receivable, net 18,021 15,408
Inventories:
Raw Materials 2,843 2,494
Packaging materials 2,437 1,928
Finished goods and work in progress 6,888 5,217
Other current assets 2,173 2,328
--------- ---------
Total current assets 34,424 34,862
--------- ---------
Property, Plant, and Equipment:
Land and land improvements 5,545 5,546
Buildings 14,303 14,304
Machinery, equipment and vehicles 45,027 44,309
Vending and other distribution equipment 11,654 11,184
Furniture and fixtures 9,479 8,906
Construction in progress 3,981 2,743
--------- ---------
Total property, plant and equipment 89,989 86,992
Accumulated depreciation (38,688) (34,662)
--------- ---------
Net property, plant and equipment 51,301 52,330
--------- ---------
Noncurrent accounts and notes receivable, net 516 477
Other assets 4,758 5,112
Goodwill and intangible assets, net 47,103 48,264
--------- ---------
Total assets $ 138,102 $ 141,045
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 8,811 $ 11,070
Accrued liabilities 8,633 10,973
Revolving line of credit 2,142 0
Current portion of capital lease and other debt obligations 147 27
--------- ---------
Total current liabilities 19,733 22,070
--------- ---------
Long-Term Debt:
Senior secured notes 60,000 60,000
Industrial development revenue bonds 10,000 10,000
Capital lease and other debt obligations 634 297
--------- ---------
Total long-term debt 70,634 70,297
--------- ---------
Other long-term obligations 382 37
Accrued pension cost 6,960 6,587
Accrued postretirement benefits other than pensions 2,055 2,055
Exchangable Preferred Stock, $.01 par value, Class A, 7,000 shares authorized,
7,000 shares issued and outstanding at September 12, 1998
and January 3, 1998 7,682 7,167
Shareholders' Equity:
Common stock, $0.01 par value; 10,000 shares authorized, 5,000
shares issued and outstanding at September 12, 1998, and January 3, 1998
Preferred Stock, $.01 par value, Class B, 21,737 shares authorized, 21,737
shares issued and outstanding at September 12, 1998 and January 3, 1998 23,672 22,226
Additional paid-in capital 43,225 43,225
Accumulated deficit (36,241) (32,619)
--------- ---------
Total shareholders' equity 30,656 32,832
--------- ---------
Total liabilities and shareholders' equity $ 138,102 $ 141,045
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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TOM'S FOODS INC.
STATEMENTS OF OPERATIONS
FOR THE TWELVE AND THIRTY-SIX WEEKS ENDED
SEPTEMBER 12, 1998 AND SEPTEMBER 6, 1997
<TABLE>
<CAPTION>
TWELVE WEEKS ENDED THIRTY-SIX WEEKS ENDED
---------------------------- -----------------------------
Sept 12, 1998 Sept 6, 1997 Sept 12, 1998 Sept 6, 1997
------------- ------------ ------------- ------------
(unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
Net Sales $ 47,490 $ 48,857 $ 143,171 $ 149,337
Cost of Goods Sold (29,073) (29,621) (87,183) (92,529)
-------- -------- --------- ---------
Gross Profit 18,417 19,236 55,988 56,808
Expenses and Other Income:
Selling and Administrative Expenses (17,353) (18,025) (52,464) (52,757)
Amortization of Goodwill, Intangible Assets
and Refinancing Costs (502) (387) (1,507) (1,161)
Other Income, Net 882 617 1,777 1,130
-------- -------- --------- ---------
Income from Operations 1,444 1,441 3,794 4,020
Interest Expense (Net of Interest Income) (1,924) (2,413) (5,625) (7,181)
-------- -------- --------- ---------
Income (Loss) before Income Taxes (480) (972) (1,831) (3,161)
Provision for Income Taxes 116 115 346 346
-------- -------- --------- ---------
Net Income (Loss) $ (596) $ (1,087) $ (2,177) $ (3,507)
======== ======== ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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TOM'S FOODS INC.
STATEMENTS OF CASH FLOWS
FOR THE THIRTY-SIX WEEKS ENDED
SEPTEMBER 12, 1998 AND SEPTEMBER 6, 1997
(in thousands)
<TABLE>
<CAPTION>
THIRTY-SIX WEEKS ENDED
---------------------------------------
September 12, 1998 September 6, 1997
------------------ -----------------
(unaudited) (unaudited)
<S> <C> <C>
Cash Flows from Operating Activities:
Net loss $ 2,177 $ 3,507
------- -------
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities:
Depreciation and amortization 6,405 6,154
Dividends accrued 515 0
Provision (benefit) for income taxes 346 346
Loss (gain) on disposal of property,
plant, and equipment (286) (17)
Changes in assets and liabilities:
Accounts and notes receivable (2,652) (304)
Inventories (2,529) 283
Other assets 155 (359)
Accounts payable (2,259) (4,966)
Other liabilities (2,331) 4,860
Accrued pension cost 373 634
------- -------
Total adjustments (2,263) (6,631)
------- -------
Net cash provided by (used in)
operating activities (4,440) 3,124
------- -------
Cash Flows from Investing Activities:
Additions to property, plant, equipment (3,969) (3,265)
Proceeds from disposal of property,
plant and equipment 385 34
------- -------
Net cash used in investing activities (3,584) (3,231)
------- -------
Cash Flows from Financing Activities:
Net borrowing on working capital revolver 2,142 0
Repayments of long-term debt 0 (1,267)
Proceeds from long-term debt 0 2,123
Other debt 457 0
------- -------
Net cash provided by (used in)
financing activities 2,599 856
------- -------
Increase (decrease) in cash and
short-term investments (5,425) 749
Cash and short-term investments,
beginning of period 7,487 2,117
------- -------
Cash and short-term investments,
end of period $ 2,062 $ 2,866
======= =======
Interest paid during the period $ 4,759 $ 1,947
Income taxes paid during the period 0 0
</TABLE>
The accompanying notes are an integral part of these financial statements.
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TOM'S FOODS INC.
NOTES TO FINANCIAL STATEMENTS
Item 1. BASIS OF FINANCIAL STATEMENTS AND FORMATION AND ORGANIZATION
The accompanying unaudited financial statements of Tom's Foods Inc. have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. It is suggested that these financial statements be read in
conjunction with the financial statements and the notes thereto included in the
Form 10-K for the fiscal year ended January 3, 1998.
The accompanying unaudited financial statements include, in the opinion of
management, all adjustments, which are of a normal recurring nature, necessary
for a fair presentation for the periods presented. Results for the interim
periods presented are not necessarily indicative of results that may be expected
for a full fiscal year.
FISCAL YEAR
The Company's fiscal year is the 52- or 53-week period ending on the Saturday
nearest to December 31. The current year, fiscal 1998, ends January 2, 1999 and
contains 52 weeks. The Company's first three quarters contain twelve weeks of
results while the fourth quarter contains 16 or 17 weeks coinciding with the
Company's fiscal year.
INVENTORIES
Inventories are stated at the lower of cost or market. Cost is determined using
the average cost for raw materials, packaging materials, and work in process.
Finished goods cost is determined using the first-in, first-out method. Cost
elements include the cost of raw materials, direct labor, and overhead incurred
in the manufacturing process.
REFINANCING
On October 14, 1997, the Company sold $60,000,000 of 10.5% Senior Secured Notes
(the "Notes") due November 1, 2004. The Notes are secured by a first lien on and
security interest in substantially all of the assets and properties owned by the
Company, except those that are security for other debt obligations. The
indenture relating to the Notes has certain covenants, as defined. The Company
may not redeem the Notes prior to November 1, 2001, and following that date, the
Company may redeem the Notes in whole or in part at redemption prices, as
defined. In connection with the sale of the Notes, the Company incurred $3.5
million in fees and expenses which were capitalized and are being amortized over
the life of the Notes.
The proceeds from the Notes were used to pay certain of the Company's debt
obligations. Amounts paid included $40,000,000 toward obligations due to TFH
Corp. (the Company's parent), $8,336,000 to the lender under a senior credit
agreement, and $10,000,000 to satisfy the note payable and outstanding amounts
relating to the Company's guarantee obligations with a financial institution.
After the disbursements of proceeds from the Notes, the remaining portion
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of the TFH Corp. obligations, including accrued interest thereon, was converted
to $7,000,000 of Class A preferred stock and $21,755,000 of Class B preferred
stock.
The Class A preferred stock ranks senior to the Class B preferred stock.
Dividends on the Class A preferred stock and the Class B preferred stock accrue
at a rate of 10.5% and 9.5%, respectively. Dividends accrued to the Class A
preferred stock are included in interest expense in the statement of operations.
Dividends accrued to the Class B preferred stock are included in the accumulated
deficit.
The payment of $8,336,000 satisfied all outstanding term loans under a senior
credit agreement which the Company had entered into on August 30, 1996. Prior to
the offering of the Notes, the senior credit agreement provided for a revolving
loan, letter-of-credit accommodations, a term loan, and additional equipment
loans. After the payment, as part of the offering of the Notes, the senior
credit agreement was amended to include only letter-of-credit accommodations and
a revolving loan facility.
HEDGING TRANSACTIONS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 ("Statement 133"), Accounting for
Derivative Instruments and Hedging Activities. The Statement establishes
accounting and reporting standards requiring that every derivative instrument
(including certain derivative instruments imbedded in other contracts) be
recorded in the balance sheet as either an asset or liability measured at its
fair value. The Statement requires that changes in the derivative's fair value
be recognized currently in earnings unless specific hedge accounting criteria
are met.
The Company has limited involvement with derivative financial instruments and
does not use them for trading purposes. The Company enters into various futures
contracts and futures options to reduce the impact of volatility in raw material
prices.
Statement 133 is effective for fiscal years beginning after June 15, 1999. The
Company has not yet quantified the impacts of adopting Statement 133 on its
financial statements and has not determined the timing or method of its adoption
of Statement 133.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
TWELVE WEEKS ENDED SEPTEMBER 12, 1998
COMPARED TO TWELVE WEEKS ENDED SEPTEMBER 6, 1997
Net Sales for the third quarter ended September 12, 1998 decreased $1.2 million
to $47.5 million compared to $48.9 million in the corresponding period of 1997
due to decreases in sales to distributors and National accounts which were
offset slightly by an increase in contract sales.
Gross Profit decreased to $18.4 million in the third quarter of 1998 from $19.2
million in the third quarter of 1997, a decrease of $800,000 or 4.3%, due
largely to the lower sales volume and
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the resulting decrease in fixed cost absorption. The resulting Gross Profit
percentage of 38.8% for the third quarter of 1998 was 0.6 percentage points
lower than the third quarter of 1997.
Selling and Administrative Expenses were $17.3 million in the third quarter, a
decrease of $700,000 from $18.0 million in the comparable 1997 period due
primarily to lower legal, compensation, insurance and other administration
expenses.
The increase in Amortization expense of approximately $115,000 for the third
quarter 1998 over the prior year third quarter was the result of the
capitalization and amortization of the transaction costs associated with the
issuance of the Notes in October 1997.
Other Income was $882,000 for the third quarter 1998 compared to $617,000 for
the corresponding period in 1997 due primarily to favorable results from efforts
to reduce consigned inventories.
Interest Expense, net of interest income, decreased to $1.9 million for the
third quarter 1998 from $2.4 million in the prior year's third quarter due to
lower debt levels and interest rates following the issuance of the Notes in
October 1997.
The Provision for Income Taxes was $116,000 in the third quarters of 1998 and
1997 primarily for state income and franchise taxes. The Company estimates that
it will have no Federal Tax obligation for the 1998 fiscal year due to loss
carryforwards from prior years.
The Net Loss for the twelve week period ended September 12, 1998 of $596,000 was
an improvement of $491,000 over the same period ended September 6, 1997
primarily due to lower net interest expense.
Earnings before interest, taxes, depreciation and amortization ("EBITDA")
represents the sum of income (loss) before income taxes plus interest expense,
depreciation and amortization. EBITDA is a widely accepted measure of a
company's ability to incur and service debt, to undertake capital expenditures,
and to meet working capital requirements. EBITDA is not a measure of financial
performance under generally accepted accounting principles ("GAAP") and should
not be considered an alternative either to net income as an indicator of the
Company's operating performance or as an indicator of the Company's liquidity.
EBITDA for the third quarter of 1998 was $3.5 million, approximately the same as
the corresponding period in 1997.
THIRTY-SIX WEEKS ENDED SEPTEMBER 12, 1998
COMPARED TO THIRTY-SIX WEEKS ENDED SEPTEMBER 6, 1997
Net Sales for the thirty-six weeks ended September 12, 1998 were $143.2 million,
a decrease of 4.1% or $6.2 million compared to the corresponding period in 1997.
Most of the sales decrease in 1998 was due to anticipated decreases in contract
sales (especially during the first quarter) versus the same period in 1997 with
smaller decreases in sales to distributors and national accounts.
Gross Profit dollars for the first thirty-six weeks of 1998 were $820,000 lower
than the corresponding period of 1997 due to the lower sales volume. The Gross
Profit percentage of 39.1% for the first thirty-six weeks of 1998 was 1.1
percentage points higher than the corresponding period of 1997 due to a
favorable product mix (including benefits from new
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product introductions) and continued efforts to reduce raw material costs and
improve manufacturing efficiencies.
Selling and Administrative expenses for 1998 decreased slightly to $52.5 million
from $52.8 million in the comparable 1997 period, a decrease of 0.6% or
$300,000.
Amortization expense increased approximately $346,000 for 1998 over 1997 due to
the capitalization and amortization of costs associated with the issuance of the
Notes in October 1997.
Other Income was $1.8 million for the first thirty-six weeks of 1998 compared to
$1.1 million for the corresponding period in 1997 due primarily to favorable
results from efforts to reduce consigned inventories, increases in gains on
asset disposals in the normal course of business, and increases affiliated
product commissions.
Interest Expense, net of interest income, decreased to $5.6 million for the
first thirty-six weeks of 1998 from $7.2 million in the prior year's
corresponding period due to lower debt levels and interest rates following the
issuance of the Notes in October 1997.
The Provision for Income Taxes was $346,000 in 1998 and 1997 primarily for state
income and franchise taxes. The Company estimates that it will have no Federal
Tax obligation for the fiscal year due to loss carryforwards from prior years.
The Net Loss for the thirty-six week period ended September 12, 1998 of $2.2
million was $1.3 lower than for the same period ended September 6, 1997
primarily due to lower net interest expense.
Earnings before interest, taxes, depreciation and amortization ("EBITDA")
represents the sum of income (loss) before income taxes plus interest expense,
depreciation and amortization. EBITDA is a widely accepted measure of a
company's ability to incur and service debt, to undertake capital expenditures,
and to meet working capital requirements. EBITDA is not a measure of financial
performance under generally accepted accounting principles ("GAAP") and should
not be considered an alternative either to net income as an indicator of the
Company's operating performance or as an indicator of the company's liquidity.
EBITDA for the first thirty-six weeks of 1998 was $10.2 million, approximately
the same as the corresponding period in 1997.
FINANCIAL CONDITION
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash flow requirements are for working capital, capital
expenditures and debt service. The Company has met its liquidity needs to date
through internally generated funds and a revolving line of credit established in
August 1996 as amended in October 1997. As of September 12, 1998, the Company
had actual borrowings of $2.1 million under the revolving line of credit, had
letters of credit outstanding of $2.0 million and had $9.2 million in borrowing
availability thereunder.
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The Company's working capital improved to $14.7 million as of September 12, 1998
from $13.9 million for the same period in 1997.
Net cash used in operating activities was $4.4 million for the first three
quarters of 1998. Accounts receivables increased $2.7 million since January 3,
1998 due to normal business cycle increases and the timing of payments received
relative to the period ending date. Inventory increases are attributable to the
increase in Company owned distribution routes and related field inventory as
well as increases in raw and packaging materials due to new products and
purchasing strategy changes in late 1997. Accounts payable decreased by $2.3
million during the first three quarters of 1998 compared to a $5.0 million
decrease in the first three quarters of 1997 primarily due to lower year-end
accounts payable balances at the end of 1997 than at the end of 1996. The
primary change in other liabilities is the current payment of interest on the
Company's senior Notes which in October 1997 were used to refinance prior
indebtedness which accrued interest that was not paid currently.
Capital expenditures were $4.0 million and $3.3 million for the first
three-quarters of 1998 and 1997, respectively. These funds were used to support
manufacturing operations, the acquisition of distribution and equipment, and the
Company's investment in Information Systems.
Net cash provided by financing activities was $2.6 million in 1998 from the use
of the Company's line of credit and seller financing from the acquisition of
certain distributorships versus very little net financing activity in the first
three-quarters of 1997.
The Company believes that internally generated funds, financing arrangements
with the Golden Peanut Company for peanut purchases and amounts available
through its revolving line of credit are and will continue to be sufficient to
satisfy its operating cash requirements and planned capital expenditures.
YEAR 2000 ISSUES
The Company has conducted an assessment of Year 2000 issues including a review
of its financial information software systems and manufacturing and distributing
operations to identify those systems or operations that might be affected by the
arrival of the year 2000. Plans have been developed to correct those components
that were found to be affected by the date change. To date, corrections have
been addressed through internal resources, the cost of which has been expensed
in the ordinary course of business. The Company anticipates utilizing only
limited outside services to assist in its compliance activities, the cost of
which is expected to be nominal. Substantially all, if not all, of the Company's
compliance activities are anticipated to be completed by the end of the third
quarter of 1999. The Company has begun to develop contingency plans in the event
that it does not reach its compliance objectives on time. These plans are
expected to be completed by the end of the second quarter of 1999.
In addition to the activities discussed above, the Company has and continues to
work with suppliers, customers, and other third parties with whom the Company
conducts business to determine the Year 2000 readiness of these key business
partners. The Company will continue to monitor year 2000 compliance progress and
work with, as appropriate, these business partners as the Company develops its
contingency plans.
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CAUTIONARY STATEMENT RELATED TO FORWARD-LOOKING STATEMENTS
The statements contained in the foregoing "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and elsewhere which are not
historical facts are forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially from those
set forth in the forward-looking statements. There can be no assurance that any
forward-looking statement will be realized or that actual results will not be
significantly higher or lower than set forth in such forward-looking statement.
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
27 Financial data schedule (for SEC use only)
(b) Reports on Form 8-K.
There were no reports on Form 8-K filed by the
Registrants during the third quarter ended September
12, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TOM'S FOODS INC.
By /s/ Rolland G. Divin
- ---------------------------------------------
Rolland G. Divin
President, Chief Executive Officer,
and Director (Principal Executive Officer)
Date: October 23, 1998
By /s/ S. Albert Gaston
- ----------------------------------------------
S. Albert Gaston
Senior Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: October 23, 1998
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF TOM'S FOODS FOR THE NINE MONTH PERIODS ENDED SEPTEMBER
12, 1997 AND SEPTEMBER 12, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 9-MOS
<FISCAL-YEAR-END> JAN-02-1999 JAN-03-1998
<PERIOD-START> JAN-04-1998 DEC-29-1996
<PERIOD-END> SEP-12-1998 SEP-12-1997
<CASH> 2,062 0
<SECURITIES> 0 0
<RECEIVABLES> 20,932 0
<ALLOWANCES> 2,911 0
<INVENTORY> 12,168 0
<CURRENT-ASSETS> 34,424 0
<PP&E> 89,989 0
<DEPRECIATION> 38,688 0
<TOTAL-ASSETS> 138,102 0
<CURRENT-LIABILITIES> 19,733 0
<BONDS> 70,000 0
7,682 0
23,672 0
<COMMON> 0 0
<OTHER-SE> 43,225 0
<TOTAL-LIABILITY-AND-EQUITY> 138,102 0
<SALES> 143,171 149,337
<TOTAL-REVENUES> 143,171 149,337
<CGS> 87,183 92,529
<TOTAL-COSTS> 52,194 52,788
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 5,625 7,181
<INCOME-PRETAX> (1,831) (3,161)
<INCOME-TAX> 346 346
<INCOME-CONTINUING> (2,177) (3,507)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (2,177) (3,507)
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
