ESKIMO PIE CORP
DEFA14A, 1999-08-11
ICE CREAM & FROZEN DESSERTS
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                             Eskimo Pie Corporation
- -------------------------------------------------------------------------------
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<PAGE>


                                [Eskimo Pie Logo]

                             Eskimo Pie Corporation
                                  June 30, 1999
                                 Mid Year Report
                              Focused on the Brand

                [Graphic of cartoon bear holding Eskimo Pie bar]


To Our Shareholders,

We are very pleased to report to you  summarized  financial  results for the six
months  ending June 30, 1999.  We  experienced  improvements  in  virtually  all
measures and believe these results reflect well on management's execution of the
recently announced Growth and Restructuring Plan.

SALES PERFORMANCE.
For the six month  period  ending June 30,  1999,  net sales  increased by 6% to
$38.3  million as compared with $36.1 million  during the  comparable  period in
1998.

Net Sales for the six months ended June 30,        1999              1998
- --------------------------------------------------------------------------

 Eskimo Pie Brand                               $12,037           $12,661
 Foodservice                                      4,936             3,945
 Other National Brands                           13,166            12,686
 Flavors, Packaging and Other Revenues            8,136             6,853
                                                -------           -------
                                                $38,275           $36,145

Revenues in the National  Brands  Division  increased  slightly  during 1999 due
largely to  increased  sales of Welch's  and  Weight  Watchers  Smart Ones brand
products.  The Company has received  favorable  responses to the introduction of
Welch's  Double Dare ice pops which  capitalize  on the youthful  popularity  of
"sour" treats.  The  repositioning  of the Weight  Watchers  novelties under the
Smart One's banner also continues to attract new consumers. Also included in the
1999 revenue  growth was a $440,000  increase in licensing  fees earned from the
new licensing  agreements  entered into with the Company's six largest customers
effective January 1, 1999.

The  Foodservice  Division  contributed  to  approximately  half of the  overall
Company increase as a result of new business secured under its innovative "Right
Choice" sales and marketing program. Under the Right Choice program, foodservice
operators can offer  consumers a choice  between  branded  premium ice cream and
frozen  yogurt and, as a result,  capture  soft serve sales that would have been
lost without the alternative choices. The foodservice industry continues to grow
as more and  more  consumers  chose to "eat  out"  and the  Company  expects  to
capitalize  on this  momentum  as it  continues  to build  upon its  Foodservice
division.

GROSS MARGIN IMPROVEMENTS.
The Company's  gross margins also  increased in 1999 and, as a percent of sales,
continued  the  improvement  begun in recent  years.  The improved  gross margin
reflects the  increased  sales,  the  benefits  associated  with the  additional
licensing  fees  and,  as  discussed  below,  the   discontinuance   of  certain
unprofitable packaging operations in the first quarter of 1999.

Gross Margin for the six months ended June 30,          1999            1998
- -----------------------------------------------------------------------------

 Gross Profit                                        $17,277         $15,592
 As a Percent of Sales                                  45.1%           43.1%


EXPENSE FROM RESTRUCTURING ACTIVITIES & THE GROWTH AND RESTRUCTURING PLAN.
The  Company  incurred  $572,000  in  expenses  associated  with three  separate
restructuring  activities  during the first  half of 1999.  First,  the  Company
incurred  $381,000  in costs  during the  previously  announced  examination  of
strategic   alternatives  to  enhance   shareholder  value  and  the  subsequent
development of the Company's Growth and Restructuring Plan.

Under the recently  announced  Growth and  Restructuring  Plan, the Company will
focus on the  rejuvenation of its core Eskimo Pie brand within the licensing and
foodservice  businesses.  Key  components  of  the  Plan  include  significantly
increased investments in advertising,  promotion and product development for the
core Eskimo Pie brand,  the  potential  sale of certain  non-core  manufacturing
operations,  but only at prices  accretive to shareholder  value, and additional
overhead and staff reductions.

Actions  taken  under the Plan to date  include:  new  product  and  promotional
planning for the 2000 novelty season, the engagement of a new advertising agency
to assist in the  rejuvenation of the Eskimo Pie brand,  the  discontinuance  of
certain unprofitable packaging operations and headquarters staff reductions.

The Company  incurred  $105,000 of severance  costs during the first  quarter of
1999  associated  with the  discontinuance  of  unprofitable  operations  in the
Company's Packaging Division.  As a result of this action,  profitability in the
Packaging   Division,   exclusive  of  the  severance  costs,  has  improved  by
approximately $250,000 over 1998 results.

During the second quarter of 1999, the Company  eliminated two vacant  positions
and  terminated  the  employment  of six  employees  located  at  the  Company's
headquarters.  The severance  costs  associated  with the  terminations  totaled
$75,000 and, when combined with the savings from the eliminated positions, these
actions are anticipated to provide annualized savings of approximately  $300,000
per year.

OVERALL PROFITABILITY.
As a result of the increased  sales,  improved gross margins and reduced overall
costs, net income for the six months ended June 30, 1999 increased to $1,631,000
or $0.47 per share.  These 1999 results  represent a 30% improvement  over first
half 1998 net income of $1,250,000 or $0.36 per share.  Exclusive of the year to
date restructuring charges, net income would have increased by approximately 59%
over 1998 results.

Earnings Per Share
for the six months ended June 30,                1999             1998
- -----------------------------------------------------------------------

 Net Income                                     $0.47            $0.36
 Without Restructuring Charges                   0.57              NA


LIQUIDITY AND CAPITAL RESOURCES.
The Company's  liquidity and capital  resources  have continued to strengthen as
improved  profitability has led to an increase in cash from operations.  Working
capital is being  managed  closely  and long term debt is being  reduced by over
$300,000 each quarter.  As a result,  the Company's  working capital at June 30,
1999 exceeded the outstanding  debt  obligations for the first time in over five
years.

Liquidity and Capital Resources, as
of                                   6/30/99          12/31/98          6/30/98
- --------------------------------------------------------------------------------

 Working Capital                      $8,789            $6,345           $7,983
 Debt Obligations                      8,359             9,018            9,676



EARNINGS OUTLOOK.
The Company expects  continued  improvement  during the second half of 1999 with
sales and operating profit exceeding that reported in the second half of 1998.



We hope you that you share our pride in the  accomplishments  made to date.  The
Growth and  Restructuring  Plan involves a renewed focus on the Eskimo Pie brand
with the profitable  National Brands  novelties and Foodservice  businesses.  We
believe that  building the value of the Eskimo Pie brand,  the  divestiture,  as
appropriate,   of  certain  non-core  manufacturing  assets  and  the  continued
management  of fixed  overhead  costs will best  enhance  long term  shareholder
value. We are beginning to see  improvements  from our actions and thank you for
your continued support of our efforts on your behalf.



Sincerely,

/s/ David B. Kewer                                   /s/ Arnold H. Dreyfuss

David B. Kewer                                       Arnold H. Dreyfuss
President and Chief Executive Officer                Chairman of the Board


<PAGE>
<TABLE>


                                 FINANCIAL DATA
                    (amounts in thousands, except Share Data)
<CAPTION>
                                                                                      Six months ended
Condensed results of operations (unaudited) for the                                       June 30,
- --------------------------------------------------------------------------------------------------------------------
                                                                                 1999                  1998
                                                                         -------------------------------------------
<S>                                                                         <C>                   <C>
Net sales                                                                   $   38,275            $   36,145
Cost of products sold                                                           20,998                20,553
                                                                         -------------------------------------------
         Gross profit                                                           17,277                15,592

Advertising and sales promotion expenses                                         9,708                 8,877
Selling, general and administrative expenses                                     4,182                 4,490
Expense from restructuring activities                                              572                     -
                                                                         -------------------------------------------
         Operating income                                                        2,815                 2,225

Interest income                                                                     50                   102
Interest expense and other - net                                                   276                   344
                                                                         -------------------------------------------
         Income before income taxes                                              2,589                 1,983

Income tax expense                                                                 958                   733
                                                                         -------------------------------------------

         Net income                                                         $    1,631            $    1,250
                                                                         ===========================================

Per Share Data
         Basic:
              Weighted average number of
                  common shares outstanding                                  3,462,810             3,458,187
              Net income                                                    $     0.47            $     0.36
                                                                         ===========================================

         Assuming dilution:
              Weighted average number of
                  common shares outstanding                                  3,464,031             3,629,990
              Net income                                                    $     0.47            $     0.36
                                                                         ===========================================

         Cash dividends                                                     $     0.10            $     0.10
                                                                         ===========================================
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                                                          June 30,            December 31,          June 30,
Condensed Balance Sheet Data (unaudited) as of                              1999                  1998                1998
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                   <C>                   <C>
Cash and cash equivalents                                              $      2,179          $        530          $      2,285
Receivables                                                                  12,073                 6,817                11,011
Inventories                                                                   5,227                 4,897                 5,895
Prepaid expenses                                                                287                   889                   819
                                                                    --------------------------------------------------------------

                  Total current assets                                       19,766                13,133                20,010

Property, plant and equipment - net                                           6,839                 7,665                 7,983
Goodwill and other intangibles                                               17,142                17,645                17,221
Other assets                                                                  1,048                 1,645                 1,399
                                                                    --------------------------------------------------------------

                  Total assets                                         $     44,795          $     40,088          $     46,613
                                                                    ==============================================================

Total current liabilities                                              $     10,960          $      6,788          $     12,027

Long term debt                                                                7,157                 3,901                 4,559
Convertible subordinated notes                                                    -                 3,800                 3,800
Postretirement benefits and other liabilities                                 3,108                 3,373                 3,216

Total shareholders' equity                                                   23,570                22,226                23,011
                                                                    --------------------------------------------------------------

                  Total liabilities and shareholders' equity           $     44,795          $     40,088          $     46,613
                                                                    ==============================================================
</TABLE>



<PAGE>



[Graphic of cartoon bear holding Eskimo Pie bar]
Eskimo Pie Corporation
901 Moorefield Park Drive
Richmond, Virginia  23236





"Safe Harbor"  Statement under the Private  Securities  Litigation Reform Act of
1995:
         Information in this report  relating to the Company's  future plans and
performance are "forward looking statements" and, as such, involve certain risks
and uncertainties that could cause actual results to vary materially.  Potential
risks  and  uncertainties  include,  but  are not  limited  to:  (1) the  highly
competitive  nature of the  frozen  dessert  market  and the  level of  consumer
interest in the Company's products,  (2) product costing,  (3) the weather,  (4)
the performance of management  including  management's  ability to implement its
plans as contemplated,  (5) the Company's  relationships  with its licensees and
licensors,  (6) the impact of Year 2000 matters and (7)  government  regulation.
These risks and  uncertainties  are further  discussed in the  Company's  Annual
Report on Form 10-K as filed with the Securities and Exchange Commission for the
year ended  December 31, 1998.  Actual  results may vary  materially  from those
included  herein and the Company  assumes no  responsibility  for updating these
statements.



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