MARKETING SPECIALISTS CORP
8-K, EX-99.1CHARTER, 2000-11-30
GROCERIES, GENERAL LINE
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Exhibit 99.1

 

17855 Dallas Parkway
Dallas, TX 75287
(Nasdaq/SC: MKSP)

CONTACTS

Gerald Leonard, President & CEO
(781) 828-4800
Terry Crump, Executive VP & CFO
(972) 349-6370
Randall Oxford, Media Relations
(972) 349-6580

 
   

FOR IMMEDIATE RELEASE
November 22, 2000

 
   

MARKETING SPECIALISTS CORPORATION ANNOUNCES
THIRD QUARTER 2000 FINANCIAL RESULTS

   

          DALLAS, TX... November 22, 2000 - Marketing Specialists Corporation (Nasdaq/SC: MKSP), a leading provider of outsourced sales and marketing services to manufacturers, suppliers and producers of food products and consumer goods, reported today its financial results for the quarter and nine months ended September 30, 2000. The quarter and nine months ended September 30, 1999 do not reflect pro forma adjustments as if the merger with Richmont Marketing Specialists, Inc. had been completed on January 1, 1999.

   

          For the third quarter ended September 30, 2000, the net loss was $(37.9) million, or $(1.68) per share, on revenues of $99.0 million compared to a net loss of $(17.1) million, or $(1.61) per share, on revenues of $76.9 million for the comparable quarter of 1999. As previously announced, the Company recorded restructuring and nonrecurring charges of approximately $22.0 million to recognize severance costs and related benefits and reserves for certain receivables related to the continuing integration of business processes and a change in the accounting estimate for reserves of receivables. The net loss, excluding the restructuring and other nonrecurring charges, was $(15.9) million, or $(0.71) per share, for the quarter ended September 30, 2000, compared to $(3.8) million, or $(0.36) per share, for the same quarter of 1999. On a pro forma basis, the net loss for the quarter ended September 30, 1999, excluding the restructuring charge, would have been approximately $(5.2) million, or $(0.37) per share, on revenues of approximately $104.3 million.

   

          For the nine months ended September 30, 2000, the net loss was $(49.2) million, or $(2.54) per share, on revenues of $312.2 million compared to a net loss of $(18.2) million, or $(2.12) per share, on revenues of $184.0 million. The net loss, excluding the restructuring and other nonrecurring charges, was $(27.2) million, or $(1.41) per share, for the nine months ended September 30, 2000, compared to $(4.9) million, or $(0.57) per share, for the same period of 1999. On a pro forma basis, the net loss for the nine months ended September 30, 1999, excluding the restructuring charge, would have been approximately $(19.9) million, or $(1.40) per share, on revenues of approximately $316.9 million.

   

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MARKETING SPECIALISTS CORPORATION ANNOUNCES
THIRD QUARTER 2000 FINANCIAL RESULTS

PAGE 2 OF 3

 

          EBITDA, defined as earnings before interest, taxes, depreciation, amortization and excluding the restructuring and nonrecurring charges, for the quarter ended September 30, 2000 were $183,000 as compared to $2.8 million for the comparable 1999 quarter. For the nine months ended September 30, 2000, EBITDA was $14.9 million compared to $9.4 million for the same prior year period.

   

          "Third quarter revenues and EBITDA were definitely below our expectations and disappointing to management, but we have taken initial corrective action to adjust our selling costs to align with the expected revenues for the fourth quarter of 2000," stated Gerald Leonard, president and chief executive officer. "We continue to believe that our revenue momentum is moving forward on a positive note based on our improving base of national manufacturer representation.

   

          "We are pleased to announce that as of November 17, 2000, the Company has completed negotiations for an amendment to certain provisions of our existing senior credit facility, which increases the amount of available funds that we may utilize for general operating needs. With the amendment and the positive financial support from Richmont Capital Partners I, LP that we have received to date, the Company is now in a better position to support our operations as we move forward to the start of 2001, " concluded Mr. Leonard.

   

          With more than 6,000 associates in 65 locations throughout the United States, Marketing Specialists is one of the largest food brokers in the nation.

# # #

FINANCIAL TABLE FOLLOWS

# # #

To receive Marketing Specialists' latest news release and other corporate documents via FAX at no cost,
Dial 1-800-PRO-INFO. Use the Company's code, MKSP.

Or visit the Company's pages at www.frbinc.com

# # #

This press release 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. Reliance should not be placed on forward-looking statements because they involve unknown risks, uncertainties and other factors, which are, in some cases, beyond the control of Marketing Specialists. Actual events, performance and results could differ materially from the anticipated events, performance or results expressed or implied by such forward-looking statements. The factors which may cause such differences include, among other things, Marketing Specialists' ability to complete renegotiations with its bankers involving financing and covenant issues, successfully integrate any future or past acquisitions; complete or modify conditions relating to Richmont's pending offer to purchase all outstanding shares of the Company, realign principals as a result of the merger and consummate transactions contemplated by letters of intent to which Marketing Specialists is a party, as well as the competitive environment and general economic conditions. For further information, please refer to the Company's filings with the Securities and Exchange Commission.

# # #

MARKETING SPECIALISTS CORPORATION ANNOUNCES
THIRD QUARTER 2000 FINANCIAL RESULTS

PAGE 2 OF 3

 

Marketing Specialists Corporation

Condensed Consolidated Statements of Operations
(Amounts in thousands, except share amounts)

 

Three Months Ended September 30,

Nine Months Ended September 30,

 

2000

1999

%
Change

2000

1999

%
Change

Revenues:

           

Commission Income

$   89,547 

$   66,158 

      +35% 

$  283,045 

$  151,166 

      +87%

Sales

    9,476 

   10,710 

     -12% 

   29,114 

    32,797 

     -11%

Total revenues

    99,023 

     76,868 

      +29% 

   312,159 

    183,963 

      +70%

Expenses:

           

Cost of sales

     8,245 

      9,391 

      -12% 

    25,556 

     29,235 

      -13%

Sales expenses

    73,849 

    44,458 

      +66% 

   218,969 

    100,132 

    +119%

General and administration

    16,746 

    20,258 

      -17% 

     52,748 

      45,203 

      +17%

Depreciation and amortization

      7,116 

      3,163 

    +125% 

     19,845 

       6,171 

    +222%

Restructuring and other nonrecurring charges

   21,971 

   13,290 

    +65% 

   21,971 

    13,290 

    +65%

Total operating expenses

 127,927 

   90,560 

    +41% 

 339,089 

  194,031 

    +75%

Operating loss

   (28,904)

    (13,692) 

    -111% 

   (26,930) 

    (10,068) 

     -167%

Interest expense, net

    (8,919)

      (4,158)

    +115% 

   (22,309) 

      (8,104) 

    +175%

Other income (expense), net

      (21)

        -

      nm 

      132 

       -

    nm

Loss before income taxes

   (37,844)

    (17,850)

    -112% 

   (49,107) 

     (18,172) 

     -170%

Income taxes provision (benefit)

       38 

      (760)

  -105% 

        72 

      -

     nm

Net loss

(37,882)

$   (17,090)

  -122% 

$  (49,179) 

$   (18,172) 

   -171%

Net loss per share, basic and diluted

$    (1.68)

$      (1.61)

 

$    (2.54) 

$      (2.12) 

 

Shares used to compute net loss per share, basic and diluted

22,521,982 

10,637,257 

 

19,335,993

8,555,514 

 

EBITDA (1)

$        183 

$     2,761 

    -93% 

$14,886 

$     9,393 

    +58%

Condensed Consolidated Balance Sheets
(in thousands)

 

September 30,

December 31,

   
 

2000

1999

1999

     

Assets

           

Current assets:

           

Cash and cash equivalents

$        -

$     4,438

$      -

     

Restricted cash

          857

       9,538

       1,200

     

Accounts receivables, net

      46,218

     55,495

     53,579

     

Inventory

       1,286

      1,150

      1,221

     

Properties held for sale

         -

       -

      7,312

     

Prepaid expenses and other assets

     2,851

     5,570

    2,895

     

Total current assets

     51,212

     76,191

     66,207

     

Property, plant and equipment, net

     32,732

     40,044

     35,204

     

Other long-term assets

     13,874

     12,178

       9,665

     

Intangible assets including Goodwill, net

  362,518

  336,081

  338,540

     
 

$  460,336

$  464,494

$  449,616

     

Liabilities and Stockholders' Equity

           

Current liabilities:

           

Accounts payable

$    26,221

$     9,002

$    14,396

     

Accrued liabilities

     31,673

     42,049

     33,664

     

Current portion - long term debt

    63,094

   24,878

   48,055

     

Total current liabilities

    120,988

     75,929

     96,115

     

Long term debt - less current

    241,286

    245,914

    227,831

     

Non - current liabilities

       2,707

     21,060

       7,428

     

Stockholders' equity

   95,355

 121,591

  118,242

     
 

$   460,336

$  464,494

$  449,616

     

(1)  EBITDA is defined as earnings before interest, taxes, depreciation and amortization and excludes nonrecurring and restructuring charges.



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