<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
-----------------
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
[_] 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 0-24667
MERKERT AMERICAN CORPORATION
-----------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 04-3411833
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
490 TURNPIKE STREET, CANTON, MASSACHUSETTS 02021
(781) 828-4800
(Address, including zip code and telephone number, including area code of
Registrant's principal executive office)
-----------------
-----------------
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 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 [_]
The number of shares of the Registrant's Common Stock and Restricted Common
Stock outstanding as of August 6, 1999 was 7,172,300 and 335,700, respectively.
<PAGE>
MERKERT AMERICAN CORPORATION
INDEX
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
PAGE NO.
<S> <C> <C>
Item 1. Consolidated Financial Statements
Condensed Consolidated Balance Sheets
December 31, 1998 and June 30, 1999 (unaudited).................................... 3
Condensed Consolidated Statements of Operations
Three and six months ended June 30, 1999 (unaudited)............................... 4
Condensed Consolidated Statement of Cash Flows
Six months ended June 30, 1999 (unaudited)......................................... 5
Notes to Condensed Consolidated Financial Statements (unaudited)..................... 6
Predecessor Company-Merkert Enterprises, Inc. and Subsidiary
Consolidated Statements of Operations
Three and six months ended June 30, 1998 (unaudited).............................. 8
Predecessor Company-Merkert Enterprises, Inc. and Subsidiary
Consolidated Statement of Cash Flows
Six months ended June 30, 1998 (unaudited)....................................... 9
Predecessor Company-Rogers American Company, Inc. and Subsidiary
Consolidated Statements of Operations
Three and six months ended June 30, 1998 (unaudited)............................. 10
Predecessor Company-Rogers American Company, Inc. and Subsidiary
Consolidated Statement of Cash Flows
Six months ended June 30, 1998 (unaudited)........................................ 11
Predecessor Company-Notes to Consolidated Financial Statements (unaudited)........... 12
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations....................................................................... 13
Item 3. Quantitative and Qualitative Disclosures about Market Risk........................... 17
</TABLE>
PART II. OTHER INFORMATION
<TABLE>
<S> <C> <C>
Item 1. Legal Proceedings.................................................................... 18
Item 2. Changes in Securities and Use of Proceeds............................................ 18
Item 3. Defaults Upon Senior Securities...................................................... 18
Item 4. Submission of Matters to a Vote of Security Holders.................................. 18
Item 5. Other Information.................................................................... 18
Item 6. Exhibits and Reports on Form 8-K..................................................... 18
Signatures........................................................................... 19
</TABLE>
2
<PAGE>
MERKERT AMERICAN CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
December 31, June 30,
1998 1999
------------- ---------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash........................................................... $ 1,185 $ 607
Restricted cash................................................ 9,981 8,260
Accounts receivable, less allowance for doubtful accounts
of $1,374 at December 31, 1998 and $1,574 at June 30, 1999... 22,334 22,942
Income taxes receivable........................................ 2,647 2,476
Inventories.................................................... 1,623 1,032
Prepaid expenses and other..................................... 1,018 1,500
-------- --------
Total current assets........................................ 38,788 36,817
-------- --------
Property, plant and equipment, net................................ 17,417 17,560
Noncompete agreements, net........................................ 1,986 1,785
Goodwill, net..................................................... 124,475 135,050
Other assets...................................................... 5,744 6,541
-------- --------
Total assets................................................ $188,410 $197,753
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt and notes payable......... $ 10,523 $ 63,582
Accounts payable............................................... 9,293 6,290
Accrued expenses............................................... 21,080 17,755
-------- --------
Total current liabilities................................... 40,896 87,627
-------- --------
Long-term debt, net of current portion............................ 74,673 32,592
-------- --------
Other liabilities................................................. 246 1,976
-------- --------
Commitments and contingencies
Stockholders' equity:
Common stock, $.01 par value Authorized - 54,000,000 shares
Issued and outstanding - 7,218,000 and 7,508,000,
respectively.................................................. 72 75
Additional paid in capital..................................... 75,489 79,532
Note for sale of common stock.................................. (1,500) (1,500)
Accumulated earnings (deficit)................................. (1,466) (2,549)
-------- --------
Total stockholders' equity.................................. 72,595 75,558
-------- --------
Total liabilities and stockholders' equity.................. $188,410 $197,753
======== ========
</TABLE>
See notes to condensed consolidated financial statements
3
<PAGE>
MERKERT AMERICAN CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED AND AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
June 30, 1999 June 30, 1999
-------------- --------------
<S> <C> <C>
Commission income....................................... $41,132 $ 85,008
Sales................................................... 9,338 22,087
------- --------
Revenues............................................. 50,470 107,095
Cost of sales........................................... 8,541 19,845
Selling expenses........................................ 28,297 55,674
General and administrative expenses..................... 13,613 24,945
Depreciation and amortization........................... 1,551 3,008
------- --------
Operating income (loss).............................. (1,532) 3,623
Interest expense, net................................... 2,122 3,946
------- --------
Loss before provision for income taxes............... (3,654) (323)
Provision (benefit) for income taxes.................... (739) 760
------- --------
Net loss............................................. $(2,915) $ (1,083)
======= ========
Net loss per share - basic.............................. $ (0.39) $ (0.15)
======= ========
Shares used in computing net loss per share - basic..... 7,508 7,477
======= ========
Net loss per share - diluted............................ $ (0.39) $ (0.15)
======= ========
Shares used in computing net loss per share -
diluted................................................ 7,508 7,477
======= ========
</TABLE>
See notes to condensed consolidated financial statements
4
<PAGE>
MERKERT AMERICAN CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
(UNAUDITED AND AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C>
Net loss................................................................................ $(1,083)
Adjustments to reconcile net income to cash used in operating activities:
Depreciation and amortization........................................................ 3,008
Changes in assets and liabilities, exclusive of acquisitions -
(Increase) decrease in -
Restricted cash.................................................................... 225
Accounts receivable................................................................ 1,331
Income tax receivable.............................................................. 206
Inventories........................................................................ 591
Prepaid expenses and other......................................................... (131)
Increase (decrease) in -
Accounts payable................................................................... (3,427)
Accrued expenses................................................................... (4,057)
-------
Net cash used in operating activities............................................. (3,337)
-------
Cash flows from investing activities:
Acquisitions, net of cash acquired................................................... (3,759)
Deferred acquisition costs........................................................... (778)
Purchase of property, plant and equipment............................................ (532)
Decrease in cash surrender value of life insurance................................... 50
-------
Net cash used in investing activities............................................. (5,019)
-------
Cash flows from financing activities:
Borrowings under revolving credit facility........................................... 9,400
Repayments of long term debt......................................................... (7,353)
Issuance of common stock, net of expenses............................................ 4,046
Restricted cash...................................................................... 1,685
-------
Net cash provided by financing activities......................................... 7,778
-------
Net decrease in cash.............................................................. (578)
Cash at Beginning of Period............................................................. 1,185
-------
Cash at end of period................................................................... $ 607
=======
Supplemental disclosures of:
Cash flow information -
Cash payments for -
Interest.......................................................................... $ 4,150
=======
Income taxes...................................................................... $ 27
=======
Non-cash flow information -
Purchase price financed with debt................................................. $ 7,060
=======
Assets acquired................................................................... $ 1,285
=======
</TABLE>
See notes to condensed consolidated financial statements
5
<PAGE>
MERKERT AMERICAN CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMNTS
(UNAUDITED AND AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
1. PRESENTATION
The accompanying unaudited condensed consolidated financial statements 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. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. This financial information should be read in conjunction with
the consolidated financial statements and notes thereto for the period ended
December 31, 1998, included in the Annual Report on Form 10-K of Merkert
American Corporation and Subsidiaries (the "Company"), for the period ended
December 31, 1998. The results of operations for the interim periods are not
necessarily indicative of the operating results for the year.
2. OPERATIONS AND ACQUISITIONS
Merkert American Corporation was incorporated on March 4, 1998. The Company's
only operations for the period between March 4, 1998 and June 30, 1998 related
to the public offering of the Company's stock and the acquisition of Merkert
Enterprises, Inc. and Rogers-American Company, Inc. In April 1998, the Company
recorded a non-recurring compensation charge of $1,271,000 relating to the
purchase of 275,222 shares of the Company's stock by the now current President
and Chief Executive Officer of the Company.
The acquisitions of Merkert Enterprises and Rogers-American were consummated
on December 18, 1998 and have been accounted for using the purchase method of
accounting. Accordingly, the results of operations of both Merkert Enterprises
and Rogers-American have been included in the Company's consolidated statement
of operations since the date of acquisition. Due to the significance of the
operations of the Company's predecessors (Merkert Enterprises and Rogers-
American), the Company has included the statements of operations and cash flows
for the periods ended June 30, 1998 for Merkert Enterprises and Rogers-American
in this Form 10-Q.
In January 1999, the Company completed the acquisition of Sell, Inc. ("Sell"),
a full service brokerage firm in the Midwest region of the United States, for an
aggregate purchase price of approximately $3 million in cash and $3.8 million in
notes. The acquisition was accounted for using the purchase method of
accounting. Goodwill resulting from the acquisition is being amortized over its
estimated useful life. The operating results of Sell are included in the
operating results of the Company since the acquisition date.
In April 1999, the Company completed the acquisition of United Brokerage
Company ("UBC"), for an aggregate purchase price having a present value
(calculated at an eight percent (8%) discount rate) of approximately $3.3
million in notes in addition to debt assumed. The acquisition was accounted for
using the purchase method of accounting. Goodwill resulting from the acquisition
is being amortized over its estimated useful life. The operating results of UBC
are included in the operating results of the Company since the acquisition date.
UBC has operated in the Midwest region of the United States under an alliance
known as "The Sell Group" since 1998.
In April 1999, the Company signed a definitive merger agreement with Dallas,
Texas-based Richmont Marketing Specialists Inc. ("Marketing Specialists").
Under the terms of the transaction, the stockholders of Marketing Specialists
will receive 6,705,551 shares of the Company's common stock. In addition, the
Company will grant to certain stockholders and employees of Marketing
Specialists options to purchase an additional 800,000 shares (subject to
increase up to 1,000,000 shares) of the Company's stock at a per share price
equal to the greater of fair market value upon grant or $13.50. The Company
will assume all of Marketing Specialists' outstanding debt, which, net of cash
on hand at December 31, 1998, totaled
6
<PAGE>
approximately $150 million. The transaction is subject to customary conditions
and approvals, including regulatory, bank and Company shareholder approval, and
is expected to close in the third quarter of 1999. There can be no assurance
that the transaction will be consummated.
In July 1999, the Company completed the acquisition of Buckeye Sales and
Marketing ("Buckeye"), for an aggregate purchase price having a present value
(calculated at an eight percent (8%) discount rate) of approximately $2.6
million in notes in addition to debt assumed. The acquisition will be accounted
for using the purchase method of accounting. Goodwill resulting from the
acquisition will be amortized over its estimated useful life. Buckeye has
operated in the Cleveland, Ohio; Pittsburgh, Pennsylvania; and upstate New York
markets.
3. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings
per share:
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
June 30, 1999 June 30, 1999
-------------- --------------
<S> <C> <C>
Numerator:
Net loss.................................... $ (2,915) $ (1,083)
========== ==========
Denominator:
Weighted average shares - basic 7,508,000 7,477,000
Dilutive stock options...................... - -
---------- ----------
Weighted average shares - assuming
dilution.................................. 7,508,000 7,477,000
========== ==========
Number of options excluded as they would
be antidilutive........................... 730,100 730,100
========== ==========
Net loss per common share:
Basic and diluted........................... $ (0.39) $ (0.15)
========== ==========
</TABLE>
4. SEGMENT INFORMATION
The Company operates in two principal segments: Food Brokerage and Private
Label principally in the United States. The Company provides outsourced sales
and marketing services to manufacturers of branded food and non-food products in
the Food Brokerage segment. Private Label includes the Company's private label
division, which procures private label products on behalf of certain retailers
as well as the distribution of price marking equipment and other ancillary
products to retailers.
Information on the Company's business segments was as follows:
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
June 30, 1999 June 30, 1999
-------------- --------------
<S> <C> <C>
Revenues:
Food Brokerage............... $41,132 $ 85,008
Private Label................ 9,338 22,087
------- --------
$50,470 $107,095
======= ========
Operating Profit:
Food Brokerage............... $ 2,338 $ 10,166
Private Label................ 797 2,242
General corporate expenses... (4,667) (8,785)
------- --------
Operating profit (loss)...... $(1,532) $ 3,623
======= ========
At June 30, 1999:
Identifiable Assets:
Food Brokerage............... $19,554
Private Label................ 4,420
General corporate assets..... 173,779
--------
$197,753
========
</TABLE>
5. DEBT
At June 30, 1999 the Company was in default of certain of its financial
covenants under the terms of its Credit Facility. The lender has agreed to waive
the defaults as of June 30, 1999 and to consent to the merger with Marketing
Specialists, subject to the parties executing an amended credit facility.
The amended credit facility will continue to provide for a $50 million term
loan and a $25 million revolving line of credit. The amended credit facility
requires the payment of a consent fee equal to 1% of the aggregate amount of the
credit facility ($750,000) payable upon either (i) syndication or refinancing
the facility, (ii) March 31, 2000 or (iii) a default under the facility. The
amendment also requires the payment of a syndication fee of $250,000 on March
31, 2000 if the credit facility has not been syndicated by that time, with
additional fees of $350,000 at June 30, 2000 and $150,000 at the end of each
month thereafter until the credit facility has been syndicated. Other amendments
include determining compliance with the EBITDA covenant on a monthly instead of
quarterly basis, revising the EBITDA threshold for September 30, 1999 and
December 31, 1999 to reflect recent financial results, revising the interest
coverage covenant to conform to the corresponding covenant in Marketing
Specialists' 10 1/8% senior subordinated notes and basing the interest rate on
the Prime Rate option instead of the LIBOR option. At June 30, 1999 the Company
had approximately $46.9 million and $6.0 million of the total amount outstanding
under the Credit Facility locked at the LIBOR option of 8.84% and 8.44%
respectively, for a period of 90 and 50 days, respectively. The Prime Rate
option at June 30, 1999 was 9.5%. The Borrowing Base will be expanded to include
an agreed upon portion of Marketing Specialists' accounts receivables. The
amended credit facility also contemplates that the Company will eliminate the
minimum annual fee of $1 million payable to Monroe & Company, LLC and Richmont
Capital Partners, I, L.P. under the new advisory agreement and defer payment of
the closing fees otherwise payable to the same advisors until the amended credit
facility has been syndicated.
Pending the final execution of definitive documentation for an amended credit
facility, the Company has classified the amounts outstanding under its existing
Credit Facility at June 30, 1999 as a current liability. The Company fully
expects to amend its current Credit Facility consistent with the above described
terms and will reclassify the amounts outstanding to long term upon execution of
the definitive documentation.
7
<PAGE>
PREDECESSOR COMPANY
MERKERT ENTERPRISES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED AND AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
June 30, 1998 June 30, 1998
-------------- --------------
<S> <C> <C>
Revenues:
Commissions................................. $22,136 $46,304
Sales....................................... 9,113 21,537
------- -------
31,249 67,841
Operating expenses:
Selling expenses............................ 15,128 31,272
Cost of sales............................... 8,171 19,591
General and administrative.................. 7,340 15,514
Restructuring............................... 520 520
Depreciation and amortization............... 1,255 2,392
------- -------
Operating loss............................. (1,165) (1,448)
------- -------
Other income (expense):
Interest expense............................ (1,227) (2,356)
Other income (expense)...................... (137) (240)
------- -------
Total other income (expense)............... (1,364) (2,596)
------- -------
Loss before provision for income taxes....... (2,529) (4,044)
Provision for income taxes................... - 100
------- -------
Net loss................................... (2,529) (4,144)
Preferred stock dividends.................... 100 200
------- -------
Net loss applicable to common shareholders... $(2,629) $(4,344)
======= =======
</TABLE>
8
<PAGE>
PREDECESSOR COMPANY
MERKERT ENTERPRISES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1998
(UNAUDITED AND AMOUNTS IN THOUSANDS)
<TABLE>
<S> <C>
Cash flows from operating activities:
Net loss............................................... $(4,144)
Adjustments to reconcile net loss to cash provided
by (used in) operating activities
Depreciation and amortization....................... 2,392
Gain on disposal of fixed assets.................... (224)
Changes in assets and liabilities, exclusive of
acquisitions
(Increase) decrease in
Accounts receivable, net......................... 4,596
Inventories, prepaid expenses and advances....... (1,275)
Other assets..................................... (468)
Accounts payable................................. (3,798)
Accrued expenses................................. 1,109
-------
Net cash used in operating activities............ (1,812)
-------
Cash flows from investing activities:
Additions to property, plant and equipment.......... (541)
Net proceeds from sale of property, plant and
Equipment.......................................... 512
Increase in cash surrender value, net of
increase in policy loans........................... (3)
-------
Net cash provided by investing activities........ (32)
-------
Cash flows from financing activities:
Borrowings under revolving line of credit........... (261)
Issuance of long term debt.......................... 2,445
Issuance of convertible preferred stock............. 27
Repayment of notes payable.......................... (927)
-------
Net cash provided by financing activities........ 1,284
-------
Net decrease in cash............................. (560)
Cash at beginning of year........................... 1,161
-------
Cash at end of period............................... $ 601
=======
</TABLE>
9
<PAGE>
PREDECESSOR COMPANY
ROGERS-AMERICAN COMPANY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED AND AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
June 30, 1998 June 30, 1998
---------------- --------------
<S> <C> <C>
Revenues:
Commissions............................ $20,812 $41,643
Operating expenses:
Selling expenses....................... 16,000 31,785
General and administrative............. 3,401 6,622
Depreciation and amortization.......... 518 1,153
------ -------
Operating income.................... 893 2,083
Interest expense.......................... 644 1,294
Other income.............................. (120) (120)
------- -------
Income before provision for income taxes.. 369 909
Provision for income taxes................ 151 459
------- -------
Net income $ 218 $ 450
======= =======
</TABLE>
10
<PAGE>
PREDECESSOR COMPANY
ROGERS-AMERICAN COMPANY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1998
(UNAUDITED AND AMOUNTS IN THOUSANDS)
<TABLE>
<S> <C>
Cash flows from operating activities:
Net income............................................... $ 450
Adjustments to reconcile net loss to cash provided
by (used in) operating activities
Depreciation and amortization......................... 1,153
Changes in assets and liabilities, exclusive of
acquisitions
(Increase) decrease in:
Restricted cash.................................... 33
Accounts receivable, net........................... (1,385)
Prepaid expenses and advances...................... (236)
Accounts payable................................... (104)
Accrued expenses................................... (335)
Other liabilities.................................. 453
-------
Net cash used in operating activities.............. 29
-------
Cash Flows From Investing Activities:
Additions to property, plant and equipment............ (4)
Increase in cash surrender value, net of policy loans. (120)
Acquisition of business, net of cash acquired......... (1)
-------
Net cash provided by investing activities.......... (125)
-------
Cash flows from financing activities:
Borrowings under revolving line of credit............. 9,403
Principal payments on line of credit.................. (8,370)
Repayment long term debt.............................. (1,294)
-------
Net cash provided by financing activities.......... (261)
-------
Net decrease in unrestricted cash.................. (357)
Cash at beginning of year............................. 556
-------
Cash at end of period................................. $ 199
=======
Supplemental disclosures of cash flow information:
Cash payments for -
Interest........................................... $ 224
=======
Income taxes....................................... $ 99
=======
</TABLE>
11
<PAGE>
PREDECESSOR COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Presentation
The Merkert Enterprises and Rogers-American consolidated financial statements
are presented as predecessors of Merkert American Corporation and 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. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. This financial information should be read in conjunction with
the consolidated financial statements and notes thereto for the period ended
December 31, 1998, included in the Annual Report on Form 10-K of Merkert
American Corporation and Subsidiaries (the "Company"), for the period ended
December 31, 1998. The results of operations for the interim periods are not
necessarily indicative of the operating results for the year.
12
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This Report on Form 10-Q contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. The words "believe,"
"expect," "anticipate," "intend," "estimate," "assume" and other similar
expressions which are predictions of or indicate future events and trends and
which do no relate solely to historical matters identify forward-looking
statements. Reliance should not be placed on forward-looking statements because
they involve known and unknown risks, uncertainties and other factors, which are
in some cases beyond the control of the Company and may cause the actual
results, performance or achievements of the Company to differ materially from
the anticipated future results, performance or achievements expressed or implied
by such forward-looking statements.
OVERVIEW
The Company was organized in March 1998 to create a leading food brokerage
firm providing outsourced sales, merchandising and marketing services to
manufacturers, suppliers and producers of food products and consumer goods
("Manufacturers"). The Company acts as an independent sales and marketing
representative, selling grocery and consumer products on behalf of Manufacturers
and coordinating the execution of Manufacturers' marketing programs with
retailers and wholesalers ("Retailers"). The Company's principal source of
revenue is commissions it receives from Manufacturers. The Company's other
activities include managing private label programs on behalf of selected
Retailers.
On December 18, 1998, the Company sold 4.4 million shares of its Common Stock
at a price of $15.00 per share (the "Offering") and received net proceeds of
approximately $57.8 million. Simultaneously with the Offering, the Company
purchased in separate transactions (collectively the "Combination") all of the
issued and outstanding capital stock of Merkert Enterprises, Inc., a
Massachusetts corporation ("Merkert"), and Rogers-American Company, Inc., a
North Carolina corporation ("Rogers"). As a result, each of Merkert and Rogers
became a wholly-owned subsidiary of the Company. In January 1999, the Company
issued 290,000 shares of its Common Stock in connection with the exercise of a
portion of the over-allotment option by the Underwriters of the Offering,
raising net proceeds of approximately $4.1 million.
Prior to December 18, 1998, the Company conducted operations only in
connection with the Combination and the Offering. Therefore, the Company's
operations for the period ended June 30, 1998 related only to the Combination
and the Offering and included a non-recurring compensation charge of $1,271,000
relating to the purchase of Company stock by the now current President and Chief
Executive Officer of the Company. Prior to the Combination, including during
the six months ended June 30, 1998, Merkert and Rogers operated as independently
owned entities.
In January 1999, the Company acquired Sell, Inc. ("Sell"), a full service
brokerage firm in the Midwest region of the United States. The operating
results of Sell are included in the operating results of the Company from the
date of acquisition.
In April 1999, the Company acquired United Brokerage Company ("UBC"). UBC has
operated in the Midwest region of the United States under an alliance known as
"The Sell Group" since 1998. The operating results of UBC are included in the
operating results of the Company from the date of acquisition.
In April 1999, the Company signed a definitive merger agreement with Dallas,
Texas-based Richmont Marketing Specialists Inc. The transaction is subject to
customary conditions and approvals, including regulatory, bank and Company
shareholder approval, and is expected to close in the third quarter of 1999.
There can be no assurance that the transaction will be consummated.
13
<PAGE>
In July 1999, the Company completed the acquisition of Buckeye Sales and
Marketing ("Buckeye"). Buckeye operated in the Cleveland, Ohio; Pittsburgh,
Pennsylvania; and upstate New York markets.
The following discussion and analysis of the financial condition and results
of operations should be read in conjunction with the accompanying condensed
consolidated financial statements and the notes thereto and the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1998.
RESULTS OF OPERATIONS
The following defined terms are used in conjunction with the Company's
discussion of operating results.
Revenues. Revenues are derived mainly from commissions earned from
Manufacturers based on the Manufacturers' invoices to Retailers for products
sold. Commissions are usually expressed as a percentage of the invoice as
agreed by contract between the Manufacturer and broker. Commission rates
typically range from 3% for full brokerage services to 1% for retail-only
services. The Company also derives revenues, referred to as "Sales" from the
sale of products including private label packaging materials and frozen
products, such as fruits and vegetables, to certain Retailers, and other
products for certain Manufacturers.
Cost of sales. Cost of sales are primarily the direct cost of private label
products sold by the Company, such as the cost of packaging and frozen
vegetables purchased from suppliers.
Selling, general and administrative expenses. Selling expenses are
predominately comprised of salaries, fringe benefits and incentives for
personnel directly involved in providing services to Manufacturers and
Retailers. Other selling expenses include, among other things, automobiles
utilized by the sales personnel, promotional expenses, and travel and
entertainment. General and administrative expenses consist primarily of
salaries and fringe benefits for administrative and corporate personnel,
occupancy and other office expenses, information technology, communications and
insurance.
Depreciation and amortization. Depreciation and amortization expenses relate
to property, plant and equipment and intangible assets, including goodwill and
noncompete agreements.
The following table sets forth the results of operations of the Company for
the periods indicated. The 1998 amounts represent the combined, historical
results of the Company, Merkert Enterprises and Rogers American and do not
reflect the effect of any pro forma adjustments (dollars in thousands).
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
---------------- ----------------------
1998 1999 1998 1999
-------- -------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Commissions.......................... $42,948 $41,132 $ 87,947 $ 85,008
Sales................................ 9,113 9,338 21,537 22,087
------- ------- -------- --------
Revenues............................ 52,061 100.0% 50,470 100.0% 109,484 100.0% 107,095 100.0%
Selling expenses..................... 32,399 62.2 28,297 56.1 64,328 58.8 55,674 52.0
Cost of sales........................ 8,171 15.7 8,541 16.9 19,591 17.9 19,845 18.5
General and administrative........... 10,741 20.6 13,613 27.0 22,136 20.2 24,945 23.3
Restructuring charge................. 520 1.0 - - 520 0.5 - -
Depreciation and amortization........ 1,773 3.4 1,551 3.0 3,545 3.2 3,008 2.8
------- ----- ------- ----- -------- ----- -------- -----
Operating income (loss).............. (1,543) (2.9) (1,532) (3.0) (636) (0.6) 3,623 3.4
Interest expense, net................ 1,871 3.6 2,122 4.2 3,650 3.3 3,946 3.7
Other expenses, net.................. 17 .03 - - 120 0.1 - -
------- ----- ------- ----- -------- ----- -------- -----
Income (loss) before income taxes.... (3,431) (6.6) (3,654) (7.2) (4,406) (4.0) (323) (0.3)
Provision (benefit) for income taxes. 151 0.3 (739) (1.5) 559 0.5 760 0.7
------- ----- ------- ----- -------- ----- -------- -----
Net income (loss).................... $(3,582) (6.9) $(2,915) (5.7) $ (4,965) (4.5) $ (1,083) (1.0)
======= ===== ======= ===== ======== ===== ======== =====
</TABLE>
14
<PAGE>
Commissions. Commissions for the three months ended June 30, 1999 decreased
4.2% to $41.1 million compared to $42.9 million for the three months ended June
30, 1998. Commissions for the six months ended June 30, 1999 decreased 3.3% to
$85.0 million compared to $87.9 million for the six months ended June 30, 1998.
The decrease in commissions in the 1999 periods is primarily due to Manufacturer
conflicts resulting from the combination of Merkert Enterprises and Rogers
American on December 18, 1998; the Company's planned merger with Richmont
Marketing Specialists; the continuing consolidation of manufacturer
representation by food brokers and other factors.
Commissions in the second quarter of 1999 were approximately $2.7 million
lower than first quarter. Excluding approximately $1.7 million of revenue from
acquisitions, commissions decreased approximately $4.4 million primarily due to
the timing of receipt of bonus revenue which is weighted towards the first
quarter of the year, continued Manufacturer conflicts in the Southeast resulting
from the planned merger with Marketing Specialists and other factors.
Sales. Sales for the three months ended June 30, 1999 increased 2.5% to $9.3
million compared to $9.1 million for the three months ended June 30, 1998.
Sales for the six months ended June 30, 1999 increased 2.6% to $22.1 million
compared to $21.5 million for the six months ended June 30, 1998. The increased
sales for the 1999 periods are primarily due to increased private label sales.
For the 1999 and 1998 periods, second quarter sales were approximately $3.4
million and $3.3 million lower than first quarter sales, respectively. This
fluctuation is consistent with the seasonal nature of the private label
business.
Selling, general and administrative expenses. Selling, general and
administrative expenses decreased $1.2 million, or 2.8%, from $43.1 million for
the three months ended June 30, 1998 to $41.9 million for the three months ended
June 30, 1999. Selling, general and administrative expenses decreased $5.9
million, or 6.8%, from $86.5 million for the six months ended June 30, 1998 to
$80.6 million for the six months ended June 30, 1999. The decrease is primarily
related to net personnel and related cost reductions resulting from the
integration of the operations of Merkert and Rogers.
As a percentage of revenues, selling, general and administrative expenses
remained constant at approximately 83.0% for the three months ended June 30,
1999 and 1998. The percentage decreased from 79.0% for the six months ended June
30, 1998 to 75.3% for the six months ended June 30, 1999.
Depreciation and amortization. Depreciation and amortization expenses were
$1.6 million and $1.8 million for the three months ended June 30, 1999 and 1998,
respectively, and $3.0 million and $3.5 million for the six months ended June
30, 1999 and 1998, respectively. The decrease in the 1999 periods is primarily
due to amortizing goodwill over 40 years in 1999 as compared to the use of
various lives ranging from 5 to 20 years during the same periods in 1998.
Interest expense. Interest expense was $2.1 million and $1.9 million for the
three months ended June 30, 1999 and 1998, respectively, and $3.9 and $3.7
million for the six months ended June 30, 1999 and 1998, respectively. The
increase in 1999 is primarily due to increased borrowings in the second quarter.
Provision for income taxes. Provision for income taxes is based on the
statutory tax rates after considering permanent, non-deductible items.
LIQUIDITY AND CAPITAL RESOURCES
In January 1999, the Company issued 290,000 shares of its Common Stock in
connection with the exercise of a portion of the over-allotment option by the
Underwriters of the Offering, raising net proceeds of approximately $4.1
million.
In connection with the Offering and Combination, the Company obtained a $75
million Credit Facility from First Union National Bank and First Union Capital
Markets. The Credit Facility consists of a five-year, secured, fully amortizing
$50 million term loan (the "Term Loan") and a three-year, secured $25 million
revolving line of credit (the "Revolving Credit"). The balance outstanding
under the Credit Facility was $56.3 million at June 30, 1999.
15
<PAGE>
Net cash used in operating activities for the six months ended June 30, 1999
was $3.3 million. The use of cash for operations in 1999 resulted primarily from
a decrease in accounts payable and accrued expenses partially offset by a
decrease in accounts receivable. Net cash used in investing activities for the
six months ended June 30, 1999 was $5.0 million, primarily as a result of the
acquisitions of Sell and UBC. Net cash provided by financing activities for the
six months ended June 30, 1999 was $7.8 million, primarily as a result of the
issuance of additional shares of Common Stock and borrowings under the Revolving
Credit, offset by term loan repayments.
At June 30, 1999, the Company was in default of certain of its financial
covenants under the terms of its Credit Facility. The covenants pertain to
certain ratio calculations that are based on EBITDA measured against other
financial results such as interest expense. The lender has agreed to waive the
defaults as of June 30, 1999 and to consent to the merger with Marketing
Specialists, subject to the parties finalizing and executing the definitive
documentation for an amended credit facility.
The amended credit facility will continue to provide for a $50 million term
loan and a $25 million revolving line of credit. The amended credit facility
requires the payment of a consent fee equal to 1% of the aggregate amount of the
credit facility ($750,000) payable upon either (i) syndication or refinancing
the facility, (ii) March 31, 2000 or (iii) a default under the facility. The
amendment also requires the payment of a syndication fee of $250,000 on March
31, 2000 if the credit facility has not been syndicated by that time, with
additional fees of $350,000 at June 30, 2000 and $150,000 at the end of each
month thereafter until the credit facility has been syndicated. Other amendments
include determining compliance with the EBITDA covenant on a monthly instead of
quarterly basis, revising the EBITDA threshold for September 30, 1999 and
December 31, 1999 to reflect recent financial results, revising the interest
coverage covenant to conform to the corresponding covenant in Marketing
Specialists' 10 1/8% senior subordinated notes and basing the interest rate on
the Prime Rate option instead of the LIBOR option. The Borrowing Base will be
expanded to include an agreed upon portion of Marketing Specialists' accounts
receivables. The amended credit facility also contemplates that the Company will
eliminate the minimum annual fee of $1 million payable to Monroe & Company, LLC
and Richmont Capital Partners, I, L.P. under the new advisory agreement and
defer payment of the closing fees otherwise payable to the same until the
amended credit facility has been syndicated. The Company expects to close the
merger with Marketing Specialists shortly following the shareholders meeting on
August 18, 1999, subject to shareholder approval.
Pending the final execution of definitive documentation for an amended credit
facility, the Company has classified the amounts outstanding under its existing
Credit Facility at June 30, 1999 as a current liability. The Company fully
expects to amend its current Credit Facility consistent with the above described
terms and will reclassify the amounts outstanding to long term upon execution of
the definitive documentation.
SEASONALITY
The Company expects to experience fluctuations in quarterly revenues and
operating results as a result of seasonal patterns. Results of operations for
any particular quarter therefore are not necessarily indicative of the results
for any future period. Future seasonal and quarterly fluctuations could have a
material adverse effect on the Company's business, financial condition and
results of operations.
CERTAIN FACTORS AFFECTING FUTURE OPERATING RESULTS
This report on Form 10-Q contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Actual results or
developments could differ materially from those projected in such statements as
a result of certain factors set forth in this section and elsewhere in this
report.
Some of the factors that might cause these differences include, but are not
limited to, the following: the degree to which the Company is leveraged may
effect its ability to obtain additional financing for future working capital,
capital expenditures and acquisitions as well as limit its flexibility to adjust
to changing market conditions; the Company's inability to resolve or deal with
Manufacturer representation conflicts; the loss of Manufacturer representation
due to conflicts; and the Company's inability to successfully identify and
integrate acquisition candidates; the Company's ability to successfully finalize
the definitive documentation of an amended credit facility with First Union; and
the results of the shareholder vote relating to the Marketing Specialists
merger.
YEAR 2000 COMPLIANCE
The Year 2000 issue exists because many computer systems and applications
currently use two-digit date fields to designate a year. As the century date
change occurs, date sensitive systems recognize the year 2000 as 1900 or not at
all. The inability to recognize or properly respond to the Year 2000 issue may
cause systems to incorrectly process financial and operational information.
The Company has developed and begun the implementation of a plan to evaluate,
remediate and, where necessary, replace its information technology
infrastructure, software, hardware and communications systems (the "IT systems")
in light of the Year 2000 issue. The Company has substantially completed the
evaluation of its IT and non-IT systems (such as climate control, copying
machines and security systems) for potential exposure to problems associated
with Year 2000 compliance. The Company's assessment and evaluation efforts have
included the testing of systems, inquiries of third parties and other research.
Primarily as a result of the implementation of significant systems upgrades,
the Company believes that it has substantially reduced its potential exposure to
Year 2000 problems. These upgrades have included the replacement of Merkert's
order processing system (including the electronic data interchange ("EDI")) with
new hardware and software. The Company has tested the application of this order
processing system at Merkert and such tests have yielded satisfactory results.
As a result, the Company believes that this order
16
<PAGE>
processing system is Year 2000 compliant. Additionally, during the second
quarter of 1999, the Company converted Rogers' mid-Atlantic operations to the
order processing system currently in use by Merkert and by Rogers in regions
other than the mid-Atlantic, which the Company believes is Year 2000 compliant.
The cost of this conversion was approximately $0.1 million.
The Company has replaced Merkert's financial reporting system with Rogers'
existing system, which has been recently upgraded and which the Company believes
is Year 2000 compliant. This replacement was completed in July 1999 at a cost of
approximately $0.2 million.
Substantially all of the costs incurred by the Company relating to the
improvement of its IT systems were incurred in connection with planned upgrading
activities rather than in response to the results of the Company's Year 2000
compliance evaluation. The Company does not anticipate any significant
additional costs in connection with its Year 2000 compliance activities.
However, if the Company's Year 2000 compliance efforts are not completed as
scheduled, or if the cost of achieving Year 2000 compliance exceeds the
Company's current estimates, the Year 2000 issue could have a material adverse
effect on the Company's business, financial condition or results of operations.
The Company has replaced several PBX (telephone) systems at Rogers because
they were not Year 2000 compliant at a cost of approximately $0.1 million. In
addition, approximately $0.2 million of personal computers, which could not be
upgraded, were replaced in the second quarter of 1999.
The Company also is vulnerable to the failure by Manufacturers, Retailers or
other third-party vendors or customers to identify and remedy their own Year
2000 issues. Although the Company has initiated efforts to communicate with such
parties regarding their Year 2000 compliance efforts, the Company is unable to
estimate the nature or extent of any potential impact resulting from the failure
of these third parties to achieve Year 2000 compliance. There can be no
assurance that any one or more of such third parties will not experience Year
2000 problems or that such problems will not have a material adverse effect on
the Company.
The Company has developed a contingency plan to transmit data that is
ordinarily transmitted on the EDI system to third parties that are not Year 2000
compliant. Other than with respect to the transmission of such data, the Company
has not developed a contingency plan in the event that it has not achieved Year
2000 compliance on or prior to December 31, 1999. The results of the Company's
assessment and evaluation efforts to date have not yet identified a need for
such contingency planning. The Company intends to continue to assess its Year
2000 compliance, to implement its Year 2000 compliance plans and to communicate
with material third parties regarding their Year 2000 compliance efforts. In the
event that the Company develops information indicating that contingency planning
would be prudent, the Company intends to undertake such planning and to
implement appropriate measures accordingly.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk related to its Credit Facility. The
interest on the Credit Facility is subject to fluctuations in the market. The
Company has entered into an interest rate swap agreement with a financial
institution to hedge a portion of this risk. The Company does not believe the
remaining market risk is material to the Company's condensed consolidated
financial statements.
17
<PAGE>
PART II: OTHER INFORMATION
Item 1: Legal Proceedings
(i) The sellers of an acquired food brokerage business have filed an
arbitration demand against Merkert Enterprises alleging the breach
of covenants contained in the agreement with them. The demand
seeks an acceleration of the payment of the deferred purchase
price in the amount of approximately $7.4 million, together with
interest, costs and attorneys' fees. The arbitration is currently
pending before the American Arbitration Association. In connection
with the acquisition of Merkert Enterprises, a portion of the cash
purchase price was placed in escrow to cover certain of the
potential liabilities that could result from an adverse outcome of
this arbitration.
(ii) Merkert Enterprises is currently the subject of an audit
concerning its federal income tax returns for its fiscal years
1995, 1996 and 1997. In connection with the acquisition of Merkert
Enterprises, a portion of the cash purchase price was placed in
escrow to cover all or a portion of the liabilities, if any,
resulting from the audit. The Company does not believe that the
ultimate outcome of this audit will have a material adverse effect
on its financial condition or results of operations.
Item 2: Changes in Securities and Use of Proceeds
None
Item 3: Defaults Upon Senior Securities
(i) The Company has failed to compy with the financial covenants under
its Credit Facility, which require minimum levels of earnings and
financial ratios, as defined. The lender has agreed to waive the
defaults as of June 30, 1999, subject to the parties finalizing
and executing the definitive documentation for an amended credit
facility.
Item 4: Submission of Matters to a Vote of Security Holders
None
Item 5: Other Information
None
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits
27.1 Financial Data Schedule (filed herewith)
(b) Reports on Form 8-K
(i) Current Report on Form 8-K, dated April 28, 1999, relating to the
Agreement and Plan of Merger between Merkert American Corporation and
Richmont Marketing Specialists Inc., filed with the Securities and
Exchange Commission on April 30, 1999.
18
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Merkert American Corporation
----------------------------
(Registrant)
/s/ Joseph Casey
-----------------------------
Joseph Casey
Chief Financial Officer
/s/ Duane Church
------------------------------
Duane Church
Corporate Controller
19
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 8,867
<SECURITIES> 0
<RECEIVABLES> 24,516
<ALLOWANCES> 1,574
<INVENTORY> 1,032
<CURRENT-ASSETS> 36,817
<PP&E> 18,410
<DEPRECIATION> (850)
<TOTAL-ASSETS> 197,753
<CURRENT-LIABILITIES> 87,627
<BONDS> 32,592
0
0
<COMMON> 75
<OTHER-SE> 75,483
<TOTAL-LIABILITY-AND-EQUITY> 197,753
<SALES> 107,095
<TOTAL-REVENUES> 107,095
<CGS> 19,845
<TOTAL-COSTS> 103,472
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,946
<INCOME-PRETAX> (323)
<INCOME-TAX> 760
<INCOME-CONTINUING> (1,083)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,083)
<EPS-BASIC> (0.15)
<EPS-DILUTED> (0.15)
</TABLE>
