<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
<TABLE>
<C> <S>
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
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 0-24667
</TABLE>
MARKETING SPECIALISTS CORPORATION
(F/K/A MERKERT AMERICAN CORPORATION)
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 04-3411833
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
</TABLE>
17855 N. DALLAS PARKWAY, SUITE 200
DALLAS, TEXAS 75287
(972) 349-6200
(Address, including zip code and telephone number, including area code of
Registrant's principal executive office)
------------------------
FORMER NAME AND ADDRESS
MERKERT AMERICAN CORPORATION
490 TURNPIKE STREET
CANTON, MASSACHUSETTS 02021
------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $.01 PAR VALUE
------------------------
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 June 30, 2000 was 19,455,135 and 335,700, respectively.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
MARKETING SPECIALISTS CORPORATION
INDEX
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets June 30, 2000
(unaudited) and December 31, 1999......................... 1
Condensed Consolidated Statements of Operations Three months
ended June 30, 2000 and June 30, 1999 (unaudited)......... 2
Condensed Consolidated Statements of Operations Six months
ended June 30, 2000 and June 30, 1999 (unaudited)......... 3
Condensed Consolidated Statements of Cash Flows Six months
ended June 30, 2000 and June 30, 1999 (unaudited)......... 4
Notes to Condensed Consolidated Financial Statements
(unaudited)............................................... 5
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
PART II. OTHER INFORMATION
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......... 19
ITEM 5. OTHER INFORMATION........................................... 19
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K............................ 20
SIGNATURES.................................................. 21
</TABLE>
<PAGE>
MARKETING SPECIALISTS CORPORATION AND SUBSIDIARIES
(FORMERLY MERKERT AMERICAN CORPORATION)
CONDENSED CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
----------- -------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current Assets:
Restricted cash........................................... $ 962 $ 1,200
Accounts receivable, net of allowance for doubtful
accounts of $3,557 and $5,730, respectively............. 70,722 53,579
Inventory................................................. 1,260 1,221
Properties held for sale.................................. -- 7,312
Prepaid expenses and other current assets................. 3,309 2,895
-------- --------
Total current assets........................................ 76,253 66,207
Other assets................................................ 14,568 9,665
Property, plant and equipment, net.......................... 33,983 35,204
Intangibles, net............................................ 364,326 338,540
-------- --------
Total Assets................................................ $489,130 $449,616
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable.......................................... $ 21,949 $ 14,396
Accrued expenses.......................................... 33,285 33,664
Current portion of long-term obligations.................. 66,526 48,055
-------- --------
Total current liabilities................................... 121,760 96,115
Long-term obligations, less current portion:
Long-term debt and notes payable.......................... 183,777 170,065
Obligations under capital leases.......................... 725 804
Covenants not to compete.................................. 18,643 21,041
Acquisition-related deferred compensation liabilities..... 31,780 35,921
-------- --------
234,925 227,831
Other liabilities........................................... 3,708 7,428
Commitments and contingencies
Redeemable convertible preferred stock, at redemption
value..................................................... 5,000 --
Stockholders' equity (deficit):
Common Stock, $0.01 par value:
Authorized shares--54,000,000
Issued and outstanding--19,751,131 and 14,173,844,
respectively.......................................... 198 142
Additional paid-in capital................................ 159,816 143,080
Note for sale of common stock............................. (1,500) (1,500)
Accumulated deficit....................................... (34,330) (23,033)
Treasury stock, at cost--39,707 shares.................... (447) (447)
-------- --------
Total stockholders' equity.................................. 123,737 118,242
-------- --------
Total Liabilities and Stockholders' Equity.................. $489,130 $449,616
======== ========
</TABLE>
See notes to condensed consolidated financial statements
1
<PAGE>
MARKETING SPECIALISTS CORPORATION AND SUBSIDIARIES
(FORMERLY MERKERT AMERICAN CORPORATION)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED AND AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED ENDED
JUNE 30, 2000 JUNE 30, 1999
-------------- --------------
<S> <C> <C>
Revenues:
Commissions............................................... $ 99,055 $ 41,131
Sales..................................................... 9,115 9,338
----------- ----------
Revenues................................................ 108,170 50,469
Expenses:
Cost of sales............................................. 7,857 8,542
Selling expenses.......................................... 74,364 28,297
General and administrative expenses....................... 17,758 13,611
Depreciation.............................................. 1,689 462
Amortization.............................................. 4,817 1,088
----------- ----------
Operating Expenses...................................... 106,485 52,000
----------- ----------
Operating income (loss)..................................... 1,685 (1,531)
Other income (expenses):
Interest expense.......................................... (6,972) (2,122)
Other income (expense).................................... 97 --
----------- ----------
Loss before income taxes.................................... (5,190) (3,653)
Income tax expense.......................................... 34 (739)
----------- ----------
Net loss.................................................... $ (5,224) $ (2,914)
=========== ==========
Net loss per share--basic and diluted....................... $ (0.26) $ (0.39)
=========== ==========
Weighted average shares outstanding--basic and diluted...... 19,751,131 7,508,000
=========== ==========
</TABLE>
See notes to condensed consolidated financial statements
2
<PAGE>
MARKETING SPECIALISTS CORPORATION AND SUBSIDIARIES
(FORMERLY MERKERT AMERICAN CORPORATION)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED AND AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
SIX MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, 2000 JUNE 30, 1999
-------------- --------------
<S> <C> <C>
Revenues:
Commissions............................................... $ 193,497 $ 85,008
Sales..................................................... 19,639 22,087
----------- ----------
Revenues................................................ 213,136 107,095
Expenses:
Cost of sales............................................. 17,312 19,844
Selling expenses.......................................... 145,119 55,674
General and administrative expenses....................... 36,002 24,945
Depreciation.............................................. 3,360 850
Amortization.............................................. 9,369 2,158
----------- ----------
Operating Expenses...................................... 211,162 103,471
----------- ----------
Operating income............................................ 1,974 3,624
Other income (expenses):
Interest expense.......................................... (13,390) (3,946)
Other income (expense).................................... 153 --
----------- ----------
Loss before income taxes.................................... (11,263) (322)
Income tax expense.......................................... 34 760
----------- ----------
Net loss.................................................... $ (11,297) $ (1,082)
=========== ==========
Net loss per share--basic and diluted....................... $ (0.64) $ (0.14)
=========== ==========
Weighted average shares outstanding--basic and diluted...... 17,742,999 7,477,000
=========== ==========
</TABLE>
See notes to condensed consolidated financial statements
3
<PAGE>
MARKETING SPECIALISTS CORPORATION AND SUBSIDIARIES
(FORMERLY MERKERT AMERICAN CORPORATION)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED AND AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, 2000 JUNE 30, 1999
-------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net loss.................................................... $(11,297) $(1,082)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation.............................................. 3,360 850
Amortization.............................................. 9,369 2,158
Other..................................................... 2,018 --
Changes in operating assets and liabilities:
Restricted cash......................................... 239 225
Accounts receivable..................................... (13,285) 1,331
Income taxes receivable................................. -- 206
Prepaid expenses and other current assets............... (436) (131)
Inventory............................................... (39) 591
Other assets............................................ 229 50
Accounts payable........................................ 6,479 (3,427)
Accrued expenses........................................ (9,522) (4,058)
-------- -------
Net cash used in operating activities....................... (12,885) (3,287)
Cash flows from investing activities:
Purchases of property and equipment......................... (500) (532)
Proceeds from disposal of assets............................ 6,537 --
Cash paid, net of cash assumed, in purchase of businesses... (12,388) (4,537)
-------- -------
Net cash used in investing activities....................... (6,351) (5,069)
Cash flows from financing activities:
Restricted cash............................................. -- 1,685
Borrowings under credit facility............................ 24,729 9,400
Proceeds from stock issuance, net of related fees........... 20,000 4,046
Fees related to the New Senior Credit Facility.............. (5,089) --
Principal payments on notes payable and other long-term
obligations............................................... (20,404) (7,353)
-------- -------
Net cash provided by financing activities................... 19,236 7,778
-------- -------
Net change in cash.......................................... -- (578)
Cash at beginning of period................................. -- 1,185
-------- -------
Cash at end of period....................................... $ -- $ 607
======== =======
Supplemental disclosures of:
Cash flows information--
Cash payments for interest................................ $ 11,581 $ 4,150
======== =======
Cash payments for income taxes............................ $ 276 $ 27
======== =======
Non cash flows information--
Purchase price financed with debt and other incentives.... $ 16,185 $ 7,061
======== =======
Allocation of debt value to detachable warrants........... $ 1,700 $ --
======== =======
</TABLE>
See notes to condensed consolidated financial statements
4
<PAGE>
MARKETING SPECIALISTS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared by Marketing Specialists Corporation (formerly Merkert American
Corporation, the "Company") in accordance with accounting principles generally
accepted in the United States 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 accounting
principles generally accepted in the United States for complete financial
statements. In the opinion of management, all adjustments consisting of normal
recurring accruals considered necessary to present fairly the financial
position, results of operations and cash flows of the Company for the interim
periods presented have been made. The consolidated results of operations for the
interim periods in 2000 are not necessarily indicative of those that may be
expected for the year ended December 31, 2000.
This financial information should be read in conjunction with the
consolidated financial statements and notes thereto for the period ended
December 31, 1999, included in the Annual Report on Form 10-K of Marketing
Specialists Corporation and Subsidiaries (formerly Merkert American
Corporation).
2. OPERATIONS AND ACQUISITIONS
THE MERGER
On August 18, 1999, the Company completed a merger with Dallas, Texas-based
Richmont Marketing Specialists Inc. ("Richmont"), one of the largest food
brokers in the United States (the "Merger"). The Company completed the Merger
for an aggregate purchase price of approximately $236.8 million, which included
approximately $3.4 million in cash payments (i.e., for closing costs), no new
debt, $170.0 million in assumed debt and $63.4 million in Common Stock and
options. Under the terms of the Merger, Richmont stockholders received 6,705,551
shares of the Company's Common Stock. The Company also granted certain Richmont
stockholders and employees options to purchase 800,000 additional shares of the
Company's Common Stock at a price equal to $13.50 per share. For financial
reporting purposes, the Company is presented as the acquiring entity, since the
Company's stockholders own the largest portion of the Common Stock of the
combined Company. Immediately following the Merger, the Company amended its
certificate of incorporation to change its corporate name to "Marketing
Specialists Corporation."
The following unaudited pro forma combined statements of operations
information gives effect to the merger with Richmont as if it had occurred on
January 1, 1999, and excludes non-recurring restructuring charges (unaudited and
amounts in thousands, except share and per share amounts):
<TABLE>
<CAPTION>
PRO-FORMA PRO-FORMA
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 1999 JUNE 30, 1999
------------------ ----------------
<S> <C> <C>
Commissions................................ $ 94,219 $ 190,599
Sales...................................... 9,338 22,087
EBITDA..................................... 3,292 10,596
Net loss................................... (8,961) (14,653)
Net loss per share:
Basic and diluted........................ $ (0.63) $ (1.03)
Shares used in computing net loss per
share:
Basic and diluted........................ 14,213,551 14,167,634
</TABLE>
5
<PAGE>
MARKETING SPECIALISTS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
2. OPERATIONS AND ACQUISITIONS (CONTINUED)
OTHER ACQUISITIONS
In January 2000, the Company acquired Johnson-Lieber, Inc.
("Johnson-Lieber"), a brokerage firm operating in the Seattle, Washington,
Spokane, Washington; Portland, Oregon; Billings, Montana; and Anchorage, Alaska
markets. The Company acquired Johnson-Lieber for an aggregate discounted
purchase price of approximately $10.2 million, which included approximately
$3.1 million in cash payments and $7.1 million in new debt and other incentives.
In April 2000, the Company acquired the Sales Force Companies, Inc. ("Sales
Force"), a full service brokerage firm operating in the Central Region of the
United States. The Company acquired Sales Force for an aggregate discounted
purchase price of approximately $26.7 million, which included approximately
$12.8 million in total estimated cash payments, $9.1 million in new debt, and
$4.8 million in assumed debt. The purchase price was allocated to the net assets
of Sales Force on a preliminary basis (subject to revision) based on their
estimated fair values. The Company has recorded the excess of the purchase price
as goodwill. The Company has engaged an independent outside accounting firm to
review and confirm the final adjusted price for this acquisition based on Sales
Force financial information prepared in accordance with the terms of the stock
purchase agreement.
3. LOSS PER SHARE
The following table sets forth the computation of basic and diluted loss per
share (unaudited and amounts in thousands, except share and per share amounts):
<TABLE>
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED
JUNE 30, 2000 JUNE 30, 1999
------------------ ------------------
<S> <C> <C>
Numerator:
Net loss............................... $ (5,224) $ (2,914)
Denominator
Weighted average shares--basic......... 19,751,131 7,508,000
Dilutive stock options................. -- --
Weighted average shares--assuming
dilution............................. 19,751,131 7,508,000
Number of options excluded as they
would be
Anti-dilutive.......................... 1,615,321 730,100
Net loss per share.......................
Basic and diluted...................... $ (0.26) $ (0.39)
<CAPTION>
SIX MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 2000 JUNE 30, 1999
---------------- ----------------
<S> <C> <C>
Numerator:
Net loss............................... $ (11,297) $ (1,082)
Denominator
Weighted average shares--basic......... 17,742,999 7,477,000
Dilutive stock options................. -- --
Weighted average shares--assuming
dilution............................. 17,742,999 7,477,000
Number of options excluded as they
would be
Anti-dilutive.......................... 1,615,321 730,100
Net loss per share
Basic and diluted...................... $ (0.64) $ (0.14)
</TABLE>
6
<PAGE>
MARKETING SPECIALISTS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
4. SEGMENT INFORMATION
The Company operates in two principal segments: Food Brokerage and Private
Label 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. The Private Label segment 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 is as follows (unaudited and
amounts in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED
JUNE 30, 2000 JUNE 30, 1999
------------------ ------------------
<S> <C> <C>
Revenues
Food Brokerage......................... $ 99,055 $ 41,131
Private Label.......................... 9,115 9,338
-------- --------
$108,170 $ 50,469
======== ========
Operating Profit (loss)
Food Brokerage......................... $ 17,804 $ 2,338
Private Label.......................... 836 797
General Corporate Expenses............. (16,955) (4,666)
-------- --------
$ 1,685 $ (1,531)
======== ========
<CAPTION>
SIX MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 2000 JUNE 30, 1999
---------------- ----------------
<S> <C> <C>
Revenues
Food Brokerage......................... $193,497 $ 85,008
Private Label.......................... 19,639 22,087
-------- --------
$213,136 $107,095
======== ========
Operating Profit (loss)
Food Brokerage......................... $ 34,631 $ 10,166
Private Label.......................... 1,321 2,242
General Corporate Expenses............. (33,978) (8,784)
-------- --------
$ 1,974 $ 3,624
======== ========
Identifiable Assets at June 30, 2000:
Food Brokerage......................... $ 65,398
Private Label.......................... 5,324
General Corporate Assets............... 418,408
--------
$489,130
========
</TABLE>
7
<PAGE>
MARKETING SPECIALISTS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
5. LONG-TERM OBLIGATIONS
Long-term obligations consist of the following (amounts in thousands):
<TABLE>
<CAPTION>
JUNE 30, 2000 DECEMBER 31, 1999
-------------- ------------------
(UNAUDITED)
<S> <C> <C>
10.125% Senior Subordinated Notes, due
December 15, 2007............................. $100,000 $100,000
Credit Facility:
Revolving Credit.............................. 45,029 20,300
Term Loan..................................... 33,513 43,750
Covenants not to compete........................ 22,535 24,762
Bank--mortgage loans............................ 12,643 12,781
Notes payable................................... 50,115 32,379
Acquisition-related deferred compensation....... 36,440 40,660
Obligations under capital leases................ 1,176 1,254
-------- --------
301,451 275,886
Less current maturities......................... (66,526) (48,055)
-------- --------
Net long-term obligations..................... $234,925 $227,831
======== ========
</TABLE>
SENIOR SUBORDINATED NOTES
In December 1997, concurrently with the sale by Richmont of $100.0 million
of 10 1/8% Senior Subordinated Notes due 2007 (the "Issued Notes"), Richmont
entered into an Exchange and Registration Rights Agreement with the initial
purchaser of the notes. Under the terms of that agreement, Richmont agreed to
file a registration statement regarding the exchange of the Issued Notes for new
notes registered under the Securities Act of 1933, and to offer the holders of
the Issued Notes an opportunity to exchange their unregistered notes for
registered notes.
On June 21, 1999, Richmont filed a Registration Statement on Form S-4 with
the Securities and Exchange Commission to register $100.0 million of new notes
(the "Notes"). Subsequently, Richmont completed an exchange of the Issued Notes
for the Notes. The Notes are identical in all material respects to the Issued
Notes, except for transfer restrictions and registration rights. The Company
assumed this outstanding indebtedness in connection with the Merger.
The Notes are unsecured and will be subordinated in right of payment to all
existing and future senior indebtedness of the Company. The Notes are fully and
unconditionally guaranteed on an unsecured, senior subordinated, joint and
several basis by certain guarantor wholly-owned subsidiaries of the Company as
defined in the Registration Statement, which comprise substantially all the
direct and indirect subsidiaries of the Company. The Company is a holding
company with no assets or operations other than its interests in its
subsidiaries. Separate financials and other disclosures for such subsidiaries
have not been presented due to management determination that such information is
not material for investors.
Interest on the Notes is payable semiannually on June 15 and December 15 of
each year, commencing June 15, 1998. The principal on the Notes is payable on
December 15, 2007, the maturity date. Except as described below, the Company may
not redeem the Notes prior to December 15, 2002. On or after such date, the
Company may redeem the Notes, in whole or in part, at the following redemption
prices: 2002--105.063%; 2003--103.375%; 2004--101.688%; 2005 or
thereafter--100.000%, together with accrued and unpaid interest, if any, to the
date of redemption. The Notes are not subject to any sinking
8
<PAGE>
MARKETING SPECIALISTS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
5. LONG-TERM OBLIGATIONS (CONTINUED)
fund requirement. Upon a change of control, as defined (not triggered by the
merger with Richmont), each holder of the Notes will have the right to require
the Company to make an offer to repurchase such holder's notes at a price equal
to 101% of the principal amount thereof, together with accrued and unpaid
interest, if any, to the date of repurchase.
INITIAL CREDIT FACILITY AND TERM LOAN
The Initial Credit Facility was amended and restated August 18, 1999, among
the Company and First Union National Bank, as agent. The Initial Credit
Facility, as amended, refinanced, in part, the Credit Agreement dated as of
October 14, 1997, as amended and restated, among Richmont and The Chase
Manhattan Bank, as agent (the "Former Chase Facility") at the effective time of
the Merger. The Former Chase Facility provided for a revolving credit facility
with a maximum borrowing capacity of $25.0 million. As of the effective time of
the Merger, the Initial Credit Facility had outstanding borrowings under the
Initial Revolving Credit of approximately $11.1 million, and the Former Chase
Facility had no outstanding borrowings. As of March 15, 2000, the Initial Credit
Facility had outstanding borrowings under the Initial Revolving Credit of
approximately $17.3 million, plus an outstanding letter of credit in the amount
of approximately $1.1 million. The letter of credit secures the Company's rental
payment obligations for its corporate headquarters in Dallas. In addition, the
outstanding balance of the Initial Term Loan was approximately $43.8 million.
The borrowings of the Company under the Initial Credit Facility were secured
by a lien on substantially all of the Company's and its subsidiaries tangible
and intangible property. In addition, the Company's obligations under the
Initial Credit Facility were jointly and severally guaranteed by all of the
Company's operating subsidiaries.
AMENDED TERM LOAN
On March 30, 2000, the Company became a party to a Second Amended and
Restated Credit Agreement among the Company and First Union National Bank, as
agent (the "Amended Term Loan"). The Amended Term Loan consists of a two-year,
secured $35.0 million term loan. Under the Amended Term Loan, the principal
amount of the term loan was reduced from approximately $43.8 million (as of
December 31, 1999) to $35.0 million.
The Amended Term Loan is secured by a lien on substantially all of the
Company's and its subsidiaries' tangible and intangible property. In addition,
the Amended Term Loan will be jointly and severally guaranteed by all current
and future subsidiaries of the Company. Interest is payable on the Amended Term
Loan at a rate based on one of two customary interest rates plus an additional
interest margin of 375 or 500 basis points, as applicable.
The Amended Term Loan requires the Company to comply with various
affirmative and negative covenants, including, among others: (i) the maintenance
of certain financial ratios, (ii) restrictions on additional indebtedness, (iii)
restrictions on liens, guarantees, dividends and the disposition of assets and
(iv) restrictions on certain mergers, consolidations, and acquisitions. The
Amended Term Loan contains customary events of default, including cross-default
provisions relating to the Notes.
In connection with the Amended Term Loan, the Company issued to an affiliate
of First Union National Bank detachable warrants to purchase up to 4.0% of the
Company's Common Stock on a diluted basis. The exercise price of the warrants
will be nominal, and the warrants will be exercisable at any time after the
second anniversary of the issuance of the warrants. The proceeds of the Amended
Term Loan
9
<PAGE>
MARKETING SPECIALISTS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
5. LONG-TERM OBLIGATIONS (CONTINUED)
were allocated between debt and warrants (classified as part of paid-in capital)
based on their respective estimated fair market values.
The letter of credit outstanding under the Initial Credit Facility was
replaced on March 29, 2000, by a $1.1 million letter of credit issued for the
account of Richmont Capital Partners I, L.P. ("RCPI"), an affiliate of MS
Acquisition Limited ("MS Acquisition"), the Company's largest shareholder. The
Company in turn issued to RCPI a reimbursement note subordinated in right of
payment to the 10.125% Senior Subordinated Notes due 2007, ("Notes"), in the
amount of the letter of credit. The promissory note will become payable if the
letter of credit is drawn.
NEW REVOLVER
On March 30, 2000, the Company also became a party to a Credit Agreement
among the Company, certain of its subsidiaries and The Chase Manhattan Bank, as
agent, and the lenders named therein (the "New Revolver", and together with the
Amended Term Loan, the "New Senior Credit Facility"). The New Revolver consists
of a 2-year, senior secured $50.0 million revolving line of credit, subject to a
borrowing base equal to a specified percentage of eligible receivables. Funds
advanced under the New Revolver were used by the Company to repay a portion of
outstanding amounts under the Initial Credit Facility, to partially finance the
acquisition of Sales Force, to finance the Company's working capital and capital
expenditure requirements in the ordinary course of business, and to pay fees and
expenses relating to the closing of the New Senior Credit Facility. The New
Revolver contains customary events of default, including cross-default
provisions relating to the Notes.
The New Revolver will be secured by a first priority security interest in
cash, cash equivalents, accounts receivable and inventory of the Company and its
subsidiaries and proceeds thereof but not in assets that are the proceeds of
equipment, fixtures, real estate, intellectual property or the stock of
subsidiaries. In addition, Sales Force, Paul Inman Associates, Inc. ("Inman"),
Marketing Specialists Sales Company ("MSSC") and Bromar, Inc. ("Bromar") are
co-borrowers under the New Revolver, jointly and severally liable for all
borrowings and other related obligations thereunder. Interest is payable on the
New Revolver at a rate based on one of two customary interest rates plus an
additional interest margin ranging from 150 to 350 basis points. The applicable
margin is determined based on certain financial ratios of the Company.
The New Revolver requires the Company to comply with various affirmative and
negative covenants, including, among others: (i) the maintenance of certain
financial ratios, (ii) restrictions on additional indebtedness, (iii)
restrictions on liens, guarantees, dividends and the disposition of assets and
(iv) restrictions on certain mergers, consolidations, and acquisitions.
Amounts borrowed under the New Revolver will be guaranteed by RCPI, subject
to a maximum guaranty amount of $10.0 million. The RCPI guaranty will be
released by the lenders if the Company achieves $40.0 million of EBITDA for the
9-month period ended December 31, 2000, or if the Company achieves $50.0 million
of EBITDA during any subsequent 12 month period.
As of June 30, 2000, the Company capitalized approximately $5.1 million in
eligible costs related to obtaining the New Senior Credit Facility. The Company
plans to amortize these costs over a 24-month period, the term of the New Senior
Credit Facility.
10
<PAGE>
MARKETING SPECIALISTS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
6. INTANGIBLE ASSETS
Intangible assets include goodwill, covenants not to compete, Manufacturer
relationships, and trained workforce. Goodwill represents the excess of the
purchase price over the fair value of the net assets of various businesses
acquired. The recorded goodwill is amortized over its estimated useful life,
which ranges from 20 to 40 years. Non-compete assets are recorded at fair value
and are amortized over the term of the related agreement, generally 3 to 10
years. Manufacturer relationships and trained workforce are recorded at
estimated fair value based on independent appraisals and are amortized over
periods ranging from 1 to 10 years.
7. INCOME TAXES
The Company's income tax provision varies from the statutory rate primarily
because of the difference in book and tax treatment of intangible assets, the
non-deductibility of certain portions of meal and entertainment expenses and
officer's life insurance premiums, state income taxes imposed by the various
states on the Company's operations, and the valuation allowance provided for
deferred tax assets that may not be realizable in the future.
8. ISSUANCE OF REDEEMABLE CONVERTIBLE PREFERRED STOCK
On June 20, 2000, the Board of Directors of the Company authorized and
provided for the issuance of 10,000 shares of 8.0% Convertible Paid-In-Kind
Preferred Stock, par value $0.01 per share, with a stated value of $1,000 per
share (the "Preferred Stock"). Each share of Preferred Stock is convertible into
that number of shares of Common Stock equal to the result obtained by dividing
the stated value of the Preferred Stock by the conversion price in effect at the
conversion date.
All dividends on issued shares of the Preferred Stock are cumulative,
whether or not the dividends are earned or declared, on a daily basis from the
issue date and payable quarterly in arrears on each dividend payment date. Even
if not declared, all unpaid dividends will compound quarterly at an annual
dividend rate equal to 8.0%, or the applicable dividend rate.
On June 22, 2010, the Company will be obligated to redeem, to the extent of
funds legally available, all outstanding shares of Preferred Stock at a
redemption price equal to 100% of the liquidation preference per share. The
liquidation preference per share will be equal to the greater of $1,000 per
share or the amount that the equivalent number of shares of Common Stock shares
(based on the conversion rate applicable at the liquidation date) would be
entitled to receive, plus any unpaid dividends.
On June 23, 2000, the Company issued 5,000 shares of Preferred Stock to MS
Acquisition for an aggregate purchase price of $5.0 million pursuant to the
terms of a preferred stock purchase agreement. The cash proceeds were used to
fund general corporate expenses.
9. STOCK OPTION PLAN
The Company maintains the Merkert American Corporation 1998 Stock Option and
Incentive Plan (the "1998 Stock Plan," as amended). At the annual meeting of
stockholders held in June 2000, the Company's stockholders approved an increase
of the maximum number of shares of Common Stock available under the Company's
1998 Stock Plan. In January 2000, the Company granted options to purchase
approximately 1,300,000 shares of Common Stock to certain board members,
executives and key employees under the Stock Option. The options vest over
3 years from the grant date and are exercisable at $3.00 per share.
Simultaneously, the Company (with the consent of the affected individuals)
cancelled options to purchase approximately 980,000 shares of Common Stock at
exercise prices ranging from $3.00
11
<PAGE>
MARKETING SPECIALISTS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
9. STOCK OPTION PLAN (CONTINUED)
to $15.00 per share. The newly issued stock options will be treated as variable
options for accounting purposes, and the Company will record compensation
expense over the vesting period to the extent that the fair value of the Common
Stock exceeds the option exercise price.
10. SUBSEQUENT EVENTS
In August 2000, the Company issued an additional 4,500 shares of Preferred
Stock to MS Acquisition for an aggregate purchase price of $4.5 million pursuant
to the terms of a preferred stock purchase agreement.
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 that
do not 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, that in some cases are
beyond the control of the Company. These items 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.
INTRODUCTION
The Company was incorporated on March 4, 1998, to create a leading national
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, wholesalers, mass merchandisers, supercenters, membership warehouses,
drug stores and specialty food outlets ("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.
ACQUISITION HISTORY
The acquisitions noted below were accounted for using the purchase method of
accounting. The intangible assets resulting from each acquisition are being
amortized over their estimated useful lives. The operating results for each
acquisition have been included in the Company's operating results for all
periods subsequent to the acquisition date.
In January 2000, the Company acquired Johnson-Lieber for an aggregate
discounted purchase price of approximately $10.2 million, which included
approximately $3.1 million in cash payments and $7.1 million in new debt and
other incentives.
In April 2000, the Company acquired Sales Force for an aggregate discounted
purchase price of approximately $26.7 million, which included approximately
$12.8 million in total estimated cash payments, $9.1 million in new debt, and
$4.8 million in assumed debt.
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.
13
<PAGE>
SELLING EXPENSES. Selling expenses consist predominately 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. 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 EXPENSES. Depreciation and amortization
expenses relate to property, plant and equipment and intangible assets,
including goodwill and non-compete agreements.
RESULTS FOR THE QUARTER ENDED JUNE 30, 2000 COMPARED TO QUARTER ENDED
JUNE 30, 1999
COMMISSIONS. Commissions increased $57.9 million (or 140.9%) to $99.0
million for the quarter ended June 30, 2000, as compared to $41.1 million for
the quarter ended June 30, 1999. This increase is primarily related to the
inclusion of commissions for Richmont in 2000.
SALES. Sales decreased to $9.1 million for the quarter ended June 30, 2000
from $9.3 million for quarter ended June 30, 1999. Gross profit on sales
increased to $1.3 million (or 13.8% of sales) for the quarter ended June 30,
2000, from $0.8 million (or 8.6% of sales) for the quarter ended June 30, 1999.
SELLING EXPENSES. Selling expenses increased $46.1 million to $74.4 million
for the quarter ended June 30, 2000, as compared to $28.3 million for the
quarter ended June 30, 1999. The Company's expenses for the quarter ended June
30, 2000, primarily relate to costs for Richmont.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased $4.2 million to $17.8 million for the quarter ended June 30, 2000, as
compared to $13.6 million for the quarter ended June 30, 1999. This increase is
primarily related to the inclusion of costs for Richmont in 2000. General and
administrative costs, as a percentage of revenues, decreased to 16.4% for the
quarter ended June 30, 2000, from 27.0% for the quarter ended June 30, 1999, due
to the cost saving measures put into place relating to the elimination of
duplicative facilities resulting from the Merger.
Earnings before depreciation and amortization increased to approximately
$8.2 million for the quarter ended June 30, 2000, as compared to $0.02 million
for the quarter ended June 30, 1999, as a result of the factors noted above.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses
increased $4.9 million to $6.5 million for the quarter ended June 30, 2000, as
compared to $1.6 million for the quarter ended June 30, 1999. This increase is
the result of the effect of the goodwill and other intangible assets associated
with the Merger.
INTEREST EXPENSE. Interest expense increased $4.9 million to $7.0 million
for the quarter ended June 30, 2000, as compared to $2.1 million for the quarter
ended June 30, 1999. The increase in 2000 is attributable to increased borrowing
on the New Senior Credit Facility and interest on the Notes.
LOSS BEFORE INCOME TAXES. As a result of the factors noted above, loss
before income taxes was approximately ($5.2) million for the quarter ended June
30, 2000, as compared to a loss of ($3.7) million for the quarter ended
June 30, 1999.
PROVISION FOR INCOME TAXES. The Company has not recorded the full tax
benefit associated with historical losses since its future realizability is not
assured.
14
<PAGE>
NET LOSS. As a result of the factors noted above, the Company's net loss
was approximately ($5.2) million for the quarter ended June 30, 2000, as
compared to a net loss of ($2.9) million for the quarter ended June 30, 1999.
RESULTS FOR THE 6 MONTHS ENDED JUNE 30, 2000 COMPARED TO 6 MONTHS ENDED JUNE 30,
1999
COMMISSIONS. Commissions increased $108.5 million (or 127.7%) to $193.5
million for the 6 months ended June 30, 2000, as compared to $85.0 million for
the 6 months ended June 30, 1999. This increase is primarily related to the
inclusion of commissions for Richmont in 2000.
SALES. Sales decreased to $19.6 million for the 6 months ended June 30,
2000 from $22.1 million for 6 months ended June 30, 1999. Gross profit on sales
increased to $2.3 million (or 11.9% of sales) for the 6 months ended June 30,
2000, from $2.2 million (or 10.2% of sales) for the 6 months ended June 30,
1999.
SELLING EXPENSES. Selling expenses increased $89.4 million to $145.1
million for the 6 months ended June 30, 2000, as compared to $55.7 million for
the 6 months ended June 30, 1999. The Company's expenses for the 6 months ended
June 30, 2000, primarily relate to costs for Richmont.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased $11.1 million to $36.0 million for the 6 months ended June 30, 2000,
as compared to $24.9 million for the 6 months ended June 30, 1999. This increase
is primarily related to the inclusion of costs for Richmont in 2000. General and
administrative costs, as a percentage of revenues, decreased to 16.9% for the
6 months ended June 30, 2000, from 23.3% for the 6 months ended June 30, 1999,
due to the cost saving measures put into place relating to the elimination of
duplicative facilities resulting from the Merger.
Earnings before depreciation and amortization increased to approximately
$14.7 million for the 6 months ended June 30, 2000, as compared to $6.6 million
for the 6 months ended June 30, 1999, as a result of the factors noted above.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses
increased $9.7 million to $12.7 million for the 6 months ended June 30, 2000, as
compared to $3.0 million for the 6 months ended June 30, 1999. This increase is
the result of the effect of the goodwill and other intangible assets associated
with the Merger.
INTEREST EXPENSE. Interest expense increased $9.5 million to $13.4 million
for the 6 months ended June 30, 2000, as compared to $3.9 million for the
6 months ended June 30, 1999. The increase in 2000 is attributable to increased
borrowing on the New Senior Credit Facility and interest on the Notes.
LOSS BEFORE INCOME TAXES. As a result of the factors noted above, loss
before income taxes was approximately ($11.3) million for the 6 months ended
June 30, 2000, as compared to income of ($0.3) million for the 6 months ended
June 30, 1999.
PROVISION FOR INCOME TAXES. The Company has not recorded the full tax
benefit associated with historical losses since its future realizability is not
assured.
NET LOSS. As a result of the factors noted above, the Company's net loss
was approximately ($11.3) million for the 6 months ended June 30, 2000, as
compared to a net loss of ($1.1) million for the 6 months ended June 30, 1999.
COMBINED INTEGRATION ACTIVITIES
As part of the Merger, the Company further integrated many of its sales
offices and most of its administrative operations (including accounting,
treasury, payroll, human resources, and information technology). This process
resulted in the integration and consolidation of 37 facilities throughout the
15
<PAGE>
Southeast and Mid-Atlantic regions of the country. As a result of its ongoing
integration activities, the Company recorded a restructuring charge during the
year ended December 31, 1999, of approximately $13.3 million. The charge
consisted of approximately $8.6 million relating to non-cancelable lease
obligations on vacated facilities and $4.7 million relating to severance and
other personnel-related amounts.
LIQUIDITY AND CAPITAL RESOURCES
See Note 5 to the Condensed Consolidated Financial Statements.
On January 7, 2000, the Company received an equity investment from its
largest stockholder, MS Acquisition. MS Acquisition increased its equity
position by purchasing 1,577,287 additional shares of Common Stock at an
aggregate purchase price of $5.0 million ($3.17 per share) pursuant to the terms
of a stock purchase agreement. On March 30, 2000, MS Acquisition purchased an
additional 4,000,000 shares of Common Stock for an aggregate purchase price of
$10.0 million ($2.50 per share) pursuant to the terms of a stock purchase
agreement. The funds served as an additional source of capital for the Company's
operations and provided the Company with additional short-term and long-term
liquidity. The offering, sale and issuance of these shares were exempt from
registration under the Securities Act of 1933, as amended, pursuant to a private
offering exemption under Section 4(2) promulgated thereunder.
On June 20, 2000, the Board of Directors of the Company authorized and
provided for the issuance of 10,000 shares of 8.0% Convertible Paid-In-Kind
Preferred Stock, par value $0.01 per share, with a stated value of $1,000 per
share (the "Preferred Stock"). On June 23, 2000, the Company issued 5,000 shares
of Preferred Stock to MS Acquisition for an aggregate purchase price of
$5.0 million pursuant to the terms of a preferred stock purchase agreement. The
cash proceeds were used to fund general corporate expenses. See Note 8 to the
Condensed Consolidated Financial Statements.
Net cash used in operating activities for the 6 months ended June 30, 2000,
was approximately ($12.9) million as compared to approximately ($3.3) million
for the same period in 1999. The Company's net loss of approximately ($11.3)
million for the 2000 period included approximately $9.4 million in non-cash
amortization expense primarily related to acquisition-related intangible assets.
Operating cash flows for the 2000 period also included approximately $13.3
million in net increases to accounts receivable and approximately $3.0 million
in net decreases related to accounts payable and accrued expenses. The Company's
net loss of approximately ($1.1) million for the 1999 period included
approximately $2.2 million in non-cash amortization expense primarily related to
acquisition-related intangible assets. Operating cash flows for the 1999 period
included approximately $7.5 million in decreases related to accounts payable and
accrued expenses.
Net cash used in investing activities for the 6 months ended June 30, 2000,
was approximately ($6.4) million as compared to approximately ($5.1) million for
the same period in 1999. Investing cash flows for the 2000 period included
approximately $6.5 million in cash proceeds related to the sale of the Company's
Orange County, California and Phoenix, Arizona buildings in February 2000.
Investing cash flows for this period also included approximately $12.4 million
in cash payments primarily related to the purchases of Johnson-Leiber in
January 2000 and Sales Force in April 2000. Investing cash flows for the 1999
period included approximately $4.5 million in net cash payments primarily
related to the purchases of Sell, Inc. in January 1999 and United Brokerage
Company in April 1999.
Net cash provided by financing activities for the 6 months ended June 30,
2000, was approximately $19.2 million as compared to approximately $7.8 million
for the same period in 1999. Financing cash flows for the 2000 period included
$15.0 million in proceeds from the sale of Common Stock to MS Acquisition in the
first quarter of 2000 and $5.0 million in proceeds from the sale of Preferred
Stock to MS Acquisition in June 2000. Investing cash flows for this period also
include $24.7 million in net borrowings on the New Revolver. These proceeds were
offset by approximately $20.4 million in principal payments in long-term
obligations, of which approximately $8.8 million were related to the Initial
Term Loan, and approximately
16
<PAGE>
$5.1 million in cash payments related to the acquisition of the New Senior
Credit Facility in 2000. Financing cash flows for the 1999 period included
approximately $4.0 million in proceeds from the sale of Common Stock and $9.4
million in incremental borrowings on the Initial Credit Facility. Financing cash
flows for this period also included approximately $7.4 million in principal
payments on long-term obligations.
At June 30, 2000, the working capital deficit of the Company was
approximately ($45.5) million primarily resulting from the classification of the
balance of the New Revolver as a current obligation. The Company believes that
cash flows provided by its operations, together with its existing cash, amounts
available under the New Senior Credit Facility and other financing sources,
should be sufficient to fund its debt service requirements, working capital
needs, capital expenditures, and other operating expenses in the foreseeable
future. The Company's future operating performance and ability to service or
refinance long-term obligations will be subject to future economic conditions
and to financial, business, and other factors, many of which are beyond the
Company's control.
SEASONALITY; FLUCTUATIONS IN QUARTERLY OPERATING RESULTS
The Company has experienced and expects to continue to experience
fluctuations in quarterly revenues and operating results as a result of seasonal
patterns. The revenues of the Company have been stronger in the third and fourth
calendar quarters as a result of the historically strong sales associated with
consumer consumption during the holiday season and weaker in the first quarter
following such season. Results of operations for any particular quarter
therefore are not necessarily indicative of the results of operations 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.
INFLATION
The Company does not believe that its revenues have been materially affected
by inflation.
YEAR 2000 DISCLOSURE
The Company dedicated internal resources and engaged external resources to
identify and resolve "Year 2000" compliance issues with respect to computer
systems and applications utilized by the Company.
The Company experienced no significant Year 2000 issues in January 2000 or
since. No assurance can be given that Year 2000 compliance issues will not
materialize and be resolved without future disruption or that the Company will
not incur significant additional expense. In addition, the failure of certain of
the Company's significant suppliers, Manufacturers and Retailers to address the
Year 2000 compliance issues could have a material adverse effect on the Company.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk related to its New Revolver as
discussed in the notes to the Company's consolidated financial statements. The
interest on the New Revolver is subject to fluctuations in the market. The
Company does not believe that a change in the interest rate will have a material
effect on its financial position, results of operations or cash flows.
The Company does not engage in trading market risk sensitive instruments and
does not purchase as investments, as hedges, or for purposes "other than
trading," instruments that are likely to expose the Company to certain types of
market risk, including interest rate, commodity price or equity price risk. The
Company has not entered into any forward or futures contracts. The Company has
not purchased any options or entered into any swaps.
17
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PART II: OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
A. As reported in the Company's Current Report on Form 8-K dated July 6,
2000, the Company entered into a Settlement Agreement and Mutual Release (the
"Settlement Agreement") with Monroe & Company, LLC ("Monroe LLC") on June 13,
2000. Monroe LLC filed an action entitled MONROE & COMPANY, LLC V. MARKETING
SPECIALISTS CORPORATION, Civil Action No. 99-4745, in Middlesex Superior Court,
Commonwealth of Massachusetts, asserting, among other things, that it was due
advisory fees arising out of letter agreements. The terms of the Settlement
Agreement remain confidential.
B. As reported in the Company's Current Report on Form 8-K dated July 6,
2000, a lawsuit was filed on June 8, 2000 in the Delaware Court of Chancery by
William Brown, III on behalf of the public stockholders, alleging that the $2.50
offer price made in the proposal by the majority stockholder, Richmont Capital
Partners I, L.I. ("RCPI"), to purchase all outstanding shares of the Company is
inadequate. The plaintiff class asserts that the Board of Directors has violated
its fiduciary duties to the Company stockholders, including the duty of fair
dealing. The plaintiffs seek the enjoinder of the tender offer by RCPI or the
rescission of the contract if the offer is consummated and the awarding of
rescission damages.
C. On May 29, 1999, L.C. Hicks, Jr. ("Hicks") filed suit against Merkert
American Co., Inc. ("MACI"). The case is pending in the United States District
Court for the Middle District of Florida, Tampa Division. Hicks was the owner of
Dopson-Hicks, Inc., which was acquired by Rogers-American Company, Inc.
("Rogers-American") in 1995. Hicks entered into an employment contract entered
into contemporaneous with the sale of his business. Hicks claims that MACI
breached the contract by not providing him the same employee benefits that the
President and CEO of Rogers-American received. Court-ordered mediation occurred
during the 2nd quarter reporting period in Tampa, but a settlement could not be
reached. The Company plans to continue to vigorously defend against this action.
Trial is currently scheduled for November 2000.
ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS
On June 23, 2000, the Company sold approximately 5,000 shares of
convertible, paid-in-kind preferred stock of the Company, $0.01 par value per
share (the "Preferred Stock"), to MS Acquisition Limited, a Texas limited
partnership ("MS"), for a purchase price of $1,000 per share. See Note 8 to the
Condensed Consolidated Financial Statements. At such time MS was the beneficial
owner of approximately 49% of the issued and outstanding shares of common stock
of the Company. On August 8, 2000, the Company sold an additional 4,500 shares
of the Preferred Stock to MS under the same terms. See Note 10 to the Condensed
Consolidated Financial Statements. The issuance of these securities were deemed
to be exempt from registration under the Securities Act of 1933, as amended,
because they were sold to a single investor believed to be a sophisticated
investor with a pre-existing business relationship with the Company and believed
to have been purchasing the securities for investment without a view to further
distribution. The proceeds from both sales will be used for general corporate
purposes. Both issuances were approved by the Board of Directors and a special
committee of non-MS related directors. The Preferred Stock is non-voting, pays
dividends of 8%, and is now convertible to common stock of the Company after the
Company received early termination of the waiting period on July 27, 2000 in
connection with its Hart-Scott-Rodino Antitrust Improvement Act filing.
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
None.
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<PAGE>
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Stockholders held June 28, 2000, shares were voted
on the following matters as indicated below:
1. Election of Class I, II and III Directors.
<TABLE>
<CAPTION>
BROKER
NOMINEE CLASS FOR AGAINST ABSTENTIONS NON-VOTES
------- -------- ---------- -------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Ronald D. Pedersen..................... I 11,400,034 -- 3,523 --
Timothy M. Byrd........................ I 11,400,284 -- 3,273 --
James A. Schlindwein................... I 11,399,315 -- 4,242 --
Nick G. Bouras......................... II 11,400,284 -- 3,273 --
Gerald R. Leonard...................... II 11,396,629 -- 6,298 --
Edward P. Grace, III................... II 11,400,530 -- 3,027 --
John P. Rochon......................... III 11,400,322 -- 3,235 --
Michael J. Merriman.................... III 11,400,284 -- 3,273 --
</TABLE>
2. Ratification of the appointment of Arthur Andersen, LLP as independent
accountants.
<TABLE>
<CAPTION>
FOR AGAINST ABSTENTIONS BROKER NON-VOTES
--- -------- ----------- ----------------
<S> <C> <C> <C>
11,400,428 2,361 768 --
</TABLE>
3. Approval of amendment to the Company's Stock Option Plan to increase the
maximum number of shares of Common Stock available for issuance
thereunder.
<TABLE>
<CAPTION>
FOR AGAINST ABSTENTIONS BROKER NON-VOTES
--- -------- ----------- ----------------
<S> <C> <C> <C>
11,395,664 7,579 314 --
</TABLE>
ITEM 5: OTHER INFORMATION
On April 20, 2000, the Company filed a Current Report on Form 8-K dated
April 17, 2000 in connection with the closing of the acquisition of The Sales
Force Companies, Inc. ("Sales Force"), a full-service sales, marketing and
merchandising firm with headquarters in Chicago, Illinois.
On June 30, 2000, the Company entered into a contractual relationship with
Mancini & Groesbeck, Inc. outlining rights, duties and obligations relating to
the business of providing outsourced sales, merchandising, marketing and order
management services to manufacturers, suppliers and producers of food products
and consumer goods in order to sell the products and goods to various retailers
and wholesalers in a variety of trade channels, including grocery stores, drug
stores, convenience stores and mass merchandisers located in Utah, Montana and
Idaho, plus Albertson's corporately.
On July 31, 2000, the Company entered into a letter of intent to sell to
Woodland Partners, LLC, a Massachusetts limited liability company ("Woodland
Partners"), substantially all of the assets and assumption of certain
liabilities relating to the following four operating divisions of the Company:
Dorann Foods, Merco Packaging, Merco Price Marking and Merkert Laboratories (the
"Divisions"). As full and complete consideration for the transfer of such
assets, Woodland Partners is to assume and pay or otherwise satisfy the accounts
payable of the Divisions and is to assume certain contracts associated with the
business of the Divisions.
The Company has engaged an independent accounting firm to review and confirm
the final adjusted purchase price for the Sales Force acquisition based on
financial information prepared in accordance with the terms of the stock
purchase agreement.
On August 11, 2000, the Company implemented changes in its operations to
improve its management organization and structure. Included in the restructuring
was a staff reduction amounting to approximately 5% of the Company's work force,
including both corporate and field personnel.
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<PAGE>
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The Exhibits filed as part of this Form 10-Q are listed on the Index to
Exhibits on page 22.
(b) Reports on Form 8-K
(i) Current Report on Form 8-K, dated April 7, 2000, relating to the
announcement of the signing of a letter of intent to enter into a
joint venture between the Company and Mancini & Groesbeck, Inc.
(ii) Current Report on Form 8-K, dated April 17, 2000, relating to the
announcement of the following: (x) appointment of the Company as
national broker for Aurora Foods Inc., (y) the Company's fourth
quarter and year end results, and (z) the closing of its acquisition
of Sales Force.
(iii) Current Report on Form 8-K, dated April 27, 2000, relating to the
announcement that, effective upon the open of business April 27,
2000, the Company's common stock will begin trading on the Nasdaq
SmallCap market.
(iv) Current Report on Form 8-K, dated May 19, 2000, relating to the
announcement of the following: (w) the Company's first quarter
financials, with revenues totaling approximately $105.0 million, and
(x) the Company's securing major national brokerage contracts with
Kellogg's, SC Johnson and Aurora Foods, (y) that the Company's
new-business pipeline remains strong, and (z) that the Company closed
its $85.0 million senior secured credit facility
(v) Current Report on Form 8-K, dated June 13, 2000, relating to the
announcement that the Company has formed a Special Committee of
Disinterested Directors to review and evaluate a tender offer from
Richmont Capital Partners I, L.P.
(vi) Current Report on Form 8-K, dated July 6, 2000, relating to a
Settlement Agreement and Mutual Release entered into by and between
the Company and Monroe & Company, LLC.
(vii) Current Report on Form 8-K, dated June 23, 2000, relating to the
sale, on June 23, 2000, of approximately 5,000 shares of convertible,
paid-in-kind preferred stock of the Company, $.01 par value per
share, to MS Acquisition Limited, a Texas limited partnership, for a
purchase price of $1,000 per share.
20
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
<TABLE>
<S> <C> <C>
MARKETING SPECIALISTS CORPORATION
REGISTRANT
By: /s/ TIMOTHY BYRD
-----------------------------------------
Timothy Byrd
CHIEF FINANCIAL OFFICER
By: /s/ JAY DINUCCI
-----------------------------------------
Jay DiNucci
CORPORATE CONTROLLER
</TABLE>
21
<PAGE>
INDEX TO EXHIBITS
The following is a complete list of exhibits filed or incorporated by
reference as part of this Quarterly Report on Form 10-Q:
10.1 Credit Agreement, dated March 30, 2000, among Marketing Specialists
Corporation and certain of its subsidiaries, as Borrowers, The Chase
Manhattan Bank, as Agent, and the banks named therein (filed herewith).
10.2 First Amendment to Credit Agreement, dated April 13, 2000, among Marketing
Specialists Corporation, Marketing Specialists Sales Company, Paul Inman
Associates, Inc., Bromar, Inc. and The Chase Manhattan Bank (filed
herewith).
10.3 Joinder Agreement, dated April 14, 2000, by The Sales Force
Companies, Inc., Marketing Specialists Corporation, Marketing Specialists
Sales Company, Paul Inman Associates, Inc., Bromar, Inc. and The Chase
Manhattan Bank (filed herewith).
10.4 Intercreditor Agreement, dated March 30, 2000, between and among Marketing
Specialists Corporation, Paul Inman Associates, Inc., Marketing
Specialists Sales Company, and Bromar, Inc., as Debtors, and The Chase
Manhattan Bank and First Union National Bank, as Agents (filed herewith).
10.5 Guaranty Agreement, dated March 30, 2000, of Richmont Capital Partners I,
L.P. (filed herewith).
10.6 Security Agreement, dated March 30, 2000, by and among Marketing
Specialists Corporation, Marketing Specialists Sales Company, Paul Inman
Associates, Inc., and Bromar, Inc., and The Chase Manhattan Bank (filed
herewith).
10.7 Promissory Note, dated March 30, 2000, of Marketing Specialists
Corporation, Paul Inman Associates, Inc., Marketing Specialists Sales
Company, and Bromar, Inc. issued to The Chase Manhattan Bank (filed
herewith).
10.8 Promissory Note, dated April 14, 2000, of Marketing Specialists
Corporation, Paul Inman Associates, Inc., Marketing Specialists Sales
Company, Bromar, Inc., and The Sales Force Companies, Inc. issued to The
Chase Manhattan Bank (filed herewith).
10.9 Promissory Note, dated March 30, 2000, of Marketing Specialists
Corporation, Paul Inman Associates, Inc., Marketing Specialists Sales
Company, and Bromar, Inc. issued to Credit Suisse/First Boston (filed
herewith).
10.10 Promissory Note, dated April 14, 2000, of Marketing Specialists
Corporation, Paul Inman Associates, Inc., Marketing Specialists Sales
Company, Bromar, Inc., and The Sales Force Companies, Inc. issued to
Credit Suisse/First Boston (filed herewith).
10.11 Promissory Note, dated March 30, 2000, of Marketing Specialists
Corporation, Paul Inman Associates, Inc., Marketing Specialists Sales
Company, and Bromar, Inc. issued to Fleet Capital Bank (filed herewith).
10.12 Promissory Note, dated April 14, 2000, of Marketing Specialists
Corporation, Paul Inman Associates, Inc., Marketing Specialists Sales
Company, Bromar, Inc., and The Sales Force Companies, Inc. issued to Fleet
Capital Bank (filed herewith).
10.13 Second Amended and Restated Credit Agreement, dated March 30, 2000, among
Marketing Specialists Corporation, First Union National Bank and the other
financial institutions named therein (filed herewith).
10.14 Second Amended and Restated Term Note, as amended and restated March 30,
2000, of Marketing Specialists Corporation issued to First Union National
Bank (filed herewith).
10.15 Second Amended and Restated Guaranty Agreement, dated March 30, 2000, by
and among Marketing Specialists Sales Company, Bromar, Inc. and Paul Inman
Associates, Inc., in favor of First Union National Bank (filed herewith).
<PAGE>
10.16 Second Amended and Restated Pledge Agreement, dated March 30, 2000, by and
among Marketing Specialists Corporation and its subsidiaries in favor of
First Union National Bank (filed herewith).
10.17 Second Amended and Restated Security Agreement, dated March 30, 2000, by
and among Marketing Specialists Corporation and its subsidiaries in favor
of First Union National Bank (filed herewith).
10.18 Stock Purchase Agreement, closing date April 14, 2000, by and among
Marketing Specialists Sales Company, as Buyer, The Sales Force
Companies, Inc., as the Company, and the Stockholders of the Company
(filed herewith).
10.19 Management Agreement, dated as of June 30, 2000, by and among Marketing
Specialists Sales Company, Mancini & Groesbeck, Inc., Mancini &
Groesbeck, Inc. Montana, Tad Mancini and Chris Mancini (filed herewith).
10.20 Preferred Stock Purchase Agreement, dated June 23, 2000, by and between
Marketing Specialists Corporation and MS Acquisition Limited in connection
with the sale by the Company of 5,000 shares of convertible paid-in-kind
preferred stock (filed herewith).
10.21 Preferred Stock Purchase Agreement, dated August 8, 2000, by and between
Marketing Specialists Corporation and MS Acquisition Limited in connection
with the sale by the Company of 4,500 shares of convertible paid-in-kind
preferred stock (filed herewith).
27.1 Financial Data Schedule (filed herewith).
