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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 10, 1998
GoodMark Foods, Inc.
(Exact name of registrant as specified in its charter)
North Carolina 0-13944 56-1330788
(State or other (Commission File No.) I.R.S. Employer
jurisdiction Identification Number
of incorporation)
6131 Falls of Neuse Road, Raleigh, North Carolina 27609
(Address of principal executive offices)
(919) 790-9940
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On July 10, 1998, GoodMark Foods, Inc. (the "Company") issued a press
release regarding its financial results for the fourth quarter and fiscal year
ended May 31, 1998. In addition, the press release announced that in connection
with the recently announced definitive agreement to merge GoodMark with ConAgra,
Inc., the Company was notified on July 9 that early termination of the waiting
period has been granted under the Hart-Scott-Rodino federal antitrust statute,
which was a requirement of the definitive agreement. A copy of the press release
is attached hereto as Exhibit 99.01 and incorporated by reference herein.
Item 7.
(c) Exhibits
Exhibit No. Description of Exhibit
----------- ----------------------
99.01 Press release, dated July 10, 1998.
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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 hereunto duly authorized.
GOODMARK FOODS, INC.
By: /s/ Ron E. Doggett
-------------------------------------
Dated: July 10, 1998 Ron E. Doggett
Chairman and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
99.01 Press release, dated July 10, 1998.
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EXHIBIT 99.01
Contact: Paul Brunswick
Chief Financial Officer
919/790-9940
GoodMark Foods, Inc. Reports Results for
Fourth Quarter and Fiscal 1998
RALEIGH, N.C.--July 10, 1998--Ron E. Doggett, Chairman and Chief Executive
Officer of GoodMark Foods, Inc. (Nasdaq/NMS:GDMK), today announced results for
the fourth quarter and fiscal year ended May 31, 1998. For fiscal 1998, net
sales from continuing operations rose 7% to $172,153,000 from $161,034,000 last
year. Net income from continuing operations for fiscal 1998 increased 64% to
$9,747,000, or $1.33 per share, compared with $5,931,000, or $.77 per share, in
the year-earlier period. In finalizing the closeout of the packaged meats
business, a $.04 per share favorable adjustment was made to the previously
established reserve for discontinued operations.
It should be noted that both the fourth quarter and fiscal 1998 as a
whole contain an additional week of operations compared with the year-earlier
periods. The one additional week is necessary every few years in order to
realign the Company's 52-week, 364-day fiscal year with the 365-day calendar
year.
For the 14 weeks ended May 31, 1998, net sales from continuing
operations were $49,109,000, up 16% over net sales of $42,235,000 in the fourth
quarter last year. Net income from continuing operations was $3,085,000, or $.42
per share, compared with $1,446,000, or $.19 per share, in the year-earlier
period.
Commenting on the results, Doggett said, "We are very pleased with the
continued gains generated by our branded products in the fourth quarter. These
sales gains, along with a favorable product mix and stable raw material prices,
enabled us to post record gross margins in the fourth quarter and for the year.
Our net income margin of 5.8% for fiscal 1998 was the highest ratio since fiscal
1995."
On June 18, 1998, the boards of directors of GoodMark and ConAgra
announced that they had approved a definitive agreement to merge GoodMark with
ConAgra. Recently, the Company mailed proxy materials to its shareholders
notifying them of a special meeting to be held on July 31, 1998, at which the
shareholders will be asked to approve the merger. The Company was notified on
July 9 that early termination of the waiting period has been granted under the
Hart-Scott-Rodino federal antitrust statute, which was a requirement of the
definitive agreement.
GoodMark Foods is the nation's leading producer and marketer of meat
snacks. Its principal brands include Slim Jim(R), Penrose(R), Pemmican(R) and
Rough Cut(R) meat snacks; and Andy Capp's(R) grain snacks. The Company's common
stock is traded on the Nasdaq Stock Market (National Market) under the symbol
GDMK.
This news release may include forward-looking statements. These
forward-looking statements involve risk factors and uncertainties that could
cause actual results to differ materially. Information regarding these factors
and other uncertainties is included in the Company's SEC Forms 10-K and 10-Q
filings.
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GOODMARK FOODS, INC.
Unaudited Consolidated Statements of Income
(In thousands, except per share amounts)
14 Weeks 13 Weeks 53 Weeks 52 Weeks
Ended Ended Ended Ended
May 31, May 25, May 31, May 25,
1998 1997 1998 1997
---------- ---------- ---------- ----------
Net sales $ 49,109 $ 42,235 $ 172,153 $ 161,034
Cost of goods sold 28,500 24,990 101,604 96,937
---------- ---------- ---------- ----------
Gross profit 20,609 17,245 70,549 64,097
Selling, general and
administrative expenses 15,567 14,346 54,295 53,660
---------- ---------- ---------- ----------
Income from operations 5,042 2,899 16,254 10,437
Interest and other net
expense (income) 104 525 633 929
---------- ---------- ---------- ----------
Income before income taxes 4,938 2,374 15,621 9,508
Income taxes 1,853 928 5,874 3,577
---------- ---------- ---------- ----------
Income from continuing
operations 3,085 1,446 9,747 5,931
Income (loss) from
discontinued operations 260 (457) 260 (437)
---------- ---------- ---------- ----------
Net income $ 3,345 $ 989 $ 10,007 $ 5,494
========== ========== ========== ==========
Diluted earnings
per share data:
Income from continuing
operations $ 0.42 $ 0.19 $ 1.33 $ 0.77
Income (loss) from
discontinued operations 0.04 (0.06) 0.04 (0.06)
---------- ---------- ---------- ----------
Net income $ 0.46 $ 0.13 $ 1.37 $ 0.71
========== ========== ========== ==========
Average diluted shares
outstanding 7,287 7,516 7,312 7,750
========== ========== ========== ==========
Dividends per share $ 0.06 $ 0.05 $ 0.24 $ 0.20
========== ========== ========== ==========
Unaudited Consolidated Balance Sheets
May 31, May 25,
ASSETS 1998 1997
Current assets: -------- --------
Cash and cash equivalents $ 10,040 $ 1,443
Accounts and notes receivable 9,084 7,618
Inventories 14,211 13,081
Prepaid expenses 6,129 5,475
Net assets of discontinued operations -- 1,227
Other assets 1,859 2,984
-------- --------
Total current assets 41,323 31,828
Property and equipment, net 50,082 50,926
Other assets 1,531 1,951
-------- --------
Total $ 92,936 $ 84,705
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 7,072 $ 5,762
Accrued expenses and other liabilities 11,702 7,959
-------- --------
Total current liabilities 18,774 13,721
Long-term debt and other long-term obligations 15,206 18,431
Deferred income taxes 5,758 5,762
Shareholders' equity 53,198 46,791
-------- --------
Total $ 92,936 $ 84,705
======== ========
