UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 30, 1996
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 001-11621
F O O D B R A N D S A M E R I C A, I N C.
______________________________________________________
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-2535513
_______________________________ ___________________
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1601 NW Expressway, Suite 1700, Oklahoma City, Oklahoma 73118
____________________________________________________ __________
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (405)879-4100
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 for 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 _____
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13, or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
YES __X__ NO _____
On April 19, 1996, the number of shares outstanding of the
registrant's common stock, $.01 par value, was 12,457,131.
<PAGE>
FOODBRANDS AMERICA, INC.
_________________________
TABLE OF CONTENTS
FORM 10-Q
Page
PART I. FINANCIAL INFORMATION ____
Item 1. Financial Statements:
Condensed Consolidated Balance Sheet at
March 30, 1996 (Unaudited) and
December 30, 1995 . . . . . . . . . . . . . . . . 3
Condensed Consolidated Statement of
Operations - Unaudited, Three Months
Ended March 30, 1996 and April 1, 1995 . . . . . 4
Condensed Consolidated Statement of Cash
Flows - Unaudited, Three Months Ended
March 30, 1996 and April 1, 1995. . . . . . . . . 5-6
Notes to the Condensed Consolidated
Financial Statements - Unaudited . . . . . . . . 7-10
Report of Independent Accountants . . . . . . . . 11
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . . . . 12-15
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 16
Signatures . . . . . . . . . . . . . . . . . . . 17
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
FOODBRANDS AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Dollar amounts in thousands, except par value)
<CAPTION>
March 30, December 30,
ASSETS 1996 1995
_________ ____________
<S> <C> <C>
Current assets: (Unaudited)
Cash and cash equivalents $ 8,338 $ 18,207
Receivables 40,029 46,166
Inventories 64,308 58,523
Other current assets 6,411 3,130
________ ________
Total current assets 119,086 126,026
Property, plant and equipment, net of
accumulated depreciation and amortization
of $42,510 and $38,188 140,531 139,926
Intangible assets, net of accumulated
amortization of $6,719 and $5,375 193,827 195,025
Deferred charges and other assets 46,473 46,284
Reorganization value in excess of amounts
allocable to identifiable assets, net of
accumulated amortization of $10,043 and
$9,641 23,374 25,311
________ ________
$523,291 $532,572
======== ========
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Current maturities of long-term debt $ 23,843 $ 18,341
Accounts payable 30,377 36,961
Accrued liabilities 44,105 50,294
________ ________
Total current liabilities 98,325 105,596
Long-term debt 300,329 305,407
Other long-term liabilities 79,281 78,340
Stockholders' equity:
Preferred stock, 4,000,000 shares
authorized, none issued and outstanding - -
Common stock, $.01 par value, 20,000,000
shares authorized, 12,468,238 shares
issued and outstanding (12,467,738
shares at December 30, 1995) 125 125
Capital in excess of par value 151,253 151,248
Retained earnings (deficit) (103,081) (105,203)
Minimum pension liability adjustment (2,941) (2,941)
________ ________
Total stockholders' equity 45,356 43,229
________ ________
$523,291 $532,572
======== ========
<FN>
The accompanying notes are an integral part of the condensed
consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
FOODBRANDS AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - UNAUDITED
(Dollar amounts in thousands, except per share figures)
<CAPTION>
Three Months Ended
____________________
March 30, April 1,
1996 1995
_________ ________
<S> <C> <C>
Net sales $185,997 $139,412
Cost of sales 146,688 108,247
________ ________
Gross profit 39,309 31,165
Operating expenses:
Selling 18,280 16,469
General and administrative 7,924 5,861
Amortization of intangible assets 1,747 1,081
________ ________
Total 27,951 23,411
________ ________
Operating income 11,358 7,754
Other income (expense):
Interest and financing costs (7,419) (4,355)
Other, net (182) (157)
________ ________
Total (7,601) (4,512)
________ ________
Income from continuing operations
before income taxes 3,757 3,242
Income tax provision 1,635 1,450
________ ________
Income from continuing operations 2,122 1,792
Discontinued operations (Note 4):
Income (loss) from operations of the Retail
Division (less applicable income tax
benefit of $1,175 in 1995) - (2,355)
________ ________
Net income (loss) $ 2,122 $ (563)
======== ========
Earnings (loss) per share-primary
and fully diluted:
Income from continuing operations $0.17 $ 0.14
Income (loss) from discontinued operations - (0.19)
_____ ______
Net income (loss) $0.17 $(0.05)
===== ======
Weighted average number of common and
common equivalent shares outstanding -
primary and fully diluted 12,468 12,448
<FN>
The accompanying notes are an integral part of the condensed
consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
FOODBRANDS AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - UNAUDITED
Increase (Decrease) in Cash and Cash Equivalents
(Dollar amounts in thousands)
<CAPTION>
Three Months Ended
_____________________
March 30, April 1,
1996 1995
_________ ________
<S> <C> <C>
Cash flows from operating activities:
Income from continuing operations $ 2,122 $ 1,792
Adjustments to reconcile income (loss) from
continuing operations to net cash provided
(used) by continuing operating activities:
Depreciation and amortization 4,350 2,687
Amortization of intangible assets 1,747 1,081
Postretirement medical benefits 173 73
Amortization included in interest expense 492 409
Deferred income taxes 1,535 1,175
Payments for restructuring/integration (245) (922)
Deferred compensation 378 -
Changes in:
Receivables 6,237 1,218
Inventories (5,785) (5,689)
Other current assets (3,281) 78
Deferred charges and other assets 24 (75)
Accounts payable and accrued liabilities (11,757) (7,558)
Other (4) (10)
________ ________
Net cash flows used by continuing
operations (4,014) (5,741)
Net cash flows used by discontinued
operations including changes in working
capital (278) (3,667)
________ ________
Net cash used by operating activities (4,292) (9,408)
________ ________
Cash flows from investing activities:
Purchase of property, plant and equipment (4,974) (2,711)
Acquisition of KPR Holdings, L.P. (165) -
Acquisition of TNT Crust, Inc. (82) -
Payments received on notes receivable 43 258
Proceeds from sale of property, plant and
equipment 22 25
Increase in notes receivable (450) -
Net investing activities of discontinued
operations - (453)
________ ________
Net cash provided (used) by investing
activities (5,606) (2,881)
________ ________
Cash flows from financing activities:
Proceeds from debt obligations, net of
issuance costs 49,614 -
Borrowings under revolving working capital
facility 50,500 -
Payments on revolving working capital
facility (49,500) -
Payment on promissory note (50,000) -
Payments on capital lease and debt
obligations (590) (331)
Net financing activities of discontinued
operations - (353)
Issuance of common stock 5 -
________ ________
Net cash provided (used) by financing
activities 29 (684)
________ ________
Continued
</TABLE>
<PAGE>
<TABLE>
FOODBRANDS AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - UNAUDITED (continued)
Increase (Decrease) in Cash and Cash Equivalents
(Dollar amounts in thousands)
<CAPTION>
Three Months Ended
_____________________
March 30, April 1,
1996 1995
_________ _________
<S> <C> <C>
Increase (decrease) in cash and cash
equivalents $ (9,869) $(12,973)
Cash and cash equivalents at beginning of
period 18,207 28,777
________ ________
Cash and cash equivalents at end of period $ 8,338 $ 15,804
======== ========
<FN>
The accompanying notes are an integral part of the condensed
consolidated financial statements.
</TABLE>
<PAGE>
FOODBRANDS AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE 1 GENERAL
The accompanying condensed consolidated financial
statements include the accounts of Foodbrands America, Inc. and
all majority-owned subsidiaries (collectively, the "Company") and
have been prepared without audit. The Balance Sheet at December
30, 1995, has been derived from financial statements which have
been audited by Coopers & Lybrand L.L.P., independent
accountants. Certain reclassifications have been made to prior
year balances to conform to the current year presentation.
In the opinion of the Company, the accompanying unaudited
condensed consolidated financial statements contain all
adjustments (adjustments are of a normal, recurring nature)
necessary for a fair presentation of the financial position as of
March 30, 1996 and December 30, 1995, and the results of
operations for the three months ended March 30, 1996 and April 1,
1995 and cash flows for the three months ended March 30, 1996 and
April 1, 1995. Results for the three months ended March 30, 1996
are not necessarily indicative of the results which will be
realized for the year ending December 28, 1996. The financial
statements should be read in conjunction with the Company's
Annual Report on Form 10-K, as amended, for the year ended
December 30, 1995.
The Company has adopted the policy of netting its balances
within the same bank and presenting positive cash balances as
cash and negative balances as accounts payables.
NOTE 2 INVENTORIES
Inventories at March 30, 1996 and December 30, 1995 are
summarized as follows (in thousands):
March 30, December 30,
1996 1995
_________ ____________
Raw materials and supplies $21,770 $20,147
Work in process 7,439 7,365
Finished goods 35,099 31,011
_______ _______
$64,308 $58,523
======= =======
NOTE 3 INCOME TAXES
The provision for income taxes on continuing operations
consists of the following components (in thousands):
Three Months Ended
______________________________
March 30, 1996 April 1, 1995
______________ _____________
Current:
Federal $ 50 $ 31
State 50 244
______ ______
100 275
______ ______
Deferred:
Federal 1,263 987
State 272 188
______ ______
1,535 1,175
______ ______
Total $1,635 $1,450
====== ======
The effective tax rate differs from the statutory rate due
primarily to amortization of certain intangible assets which are
not deductible for tax purposes. The effective tax rate was
calculated based on the projected taxable income for the full
fiscal year and the anticipated changes in the deferred tax
assets and related valuation allowance and the deferred tax
liabilities.
NOTE 4 DISCONTINUED OPERATIONS
On May 30, 1995, the Company sold the assets of its Retail
Division to Thorn Apple Valley, Inc. The sales price
approximated $65.8 million in cash payments plus the assumption
of long-term debt of approximately $6.0 million and certain
current liabilities related to the division of approximately $4.5
million. Proceeds of the sale were used to reduce the Company's
debt under its term loan by $58.0 million. The remainder of the
proceeds were used to pay expenses related to the sale. The
results of operations and cash flows attributable to the Retail
Division are reported as discontinued operations.
The results of discontinued operations are (in thousands):
Three Months
Ended
April 1,
1995
____________
Net sales $44,799
=======
Loss before taxes $(3,530)
Tax benefit 1,175
_______
Net loss $(2,355)
=======
NOTE 5 RESTRUCTURING AND INTEGRATION
In December 1994, the Company announced a restructuring
program that resulted in a $10.6 million charge against operating
income in 1994. The restructuring program identified specific
manufacturing facilities and operations. The charge also
included costs incurred prior to year end associated with the
corporate legal restructuring to preserve the Company's income
tax NOLs and to change the Company's name to Foodbrands America,
Inc.
In the first quarter of 1996, the Company has continued to
consolidate certain operations. In connection with these
actions, the Company paid $0.2 million in 1996 that was charged
against the reserve. The balance of the accrued liabilities
remaining at March 30, 1996, is $1.0 million and $2.2 million
remains as a reserve against property, plant and equipment.
Management believes that the remainder of the reserve is adequate
to complete the restructuring and integration program and plans
to complete the program by the end of 1996.
NOTE 6 LONG-TERM DEBT
In March 1996, the Company filed a registration statement
to offer $120 million Senior Subordinated Notes due 2006 (the
"Notes"). The Notes will be unconditionally guaranteed upon
issuance, jointly and severally, by substantially all of the
direct and indirect subsidiaries of Foodbrands America. The
Notes will be unsecured and subordinated in right of payment to
all existing and future senior indebtedness.
On March 29, 1996, the Company commenced a tender offer to
purchase up to all of its outstanding 9-3/4% Senior Subordinated
Redeemable Notes due 2000 (the "9-3/4% Notes") and a related
consent solicitation to amend or remove certain covenants of the
indenture pursuant to which the 9-3/4% Notes were issued. Such
tender offer and related consent solicitation are collectively
referred to as the "Tender Offer."
The net proceeds from the Notes will be used to consummate
the Tender Offer, and if any net proceeds remain after
consummation of the Tender Offer, to reduce the Company's
outstanding indebtedness under its bank credit agreement. The
Tender Offer is being undertaken to increase the Company's
operating and financial flexibility and increase the average life
of its indebtedness.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders
Foodbrands America, Inc.
We have reviewed the condensed consolidated balance sheet
of Foodbrands America, Inc. and subsidiaries as of March 30,
1996, and the related condensed consolidated statements of
operations for the three month periods ended March 30, 1996, and
April 1, 1995, and the condensed consolidated statements of cash
flows for the three month periods ended March 30, 1996 and April
1, 1995. These financial statements are the responsibility of
the Company's management.
We conducted our review in accordance with standards
established by the American Institute of Certified Public
Accountants. A review of interim financial information consists
principally of applying analytical procedures to financial data
and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an
audit conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material
modifications that should be made to the condensed consolidated
financial statements referred to above for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally
accepted auditing standards, the consolidated balance sheet as of
December 30, 1995, and the related consolidated statements of
operations, stockholders' equity and cash flows for the period
ended December 30, 1995 (not presented herein), and in our report
dated February 12, 1996, we expressed an unqualified opinion on
those consolidated financial statements. In our opinion, the
information set forth in the accompanying condensed consolidated
balance sheet as of December 30, 1995, is fairly stated in all
material respects in relation to the consolidated balance sheet
from which it has been derived.
COOPERS & LYBRAND L.L.P.
Oklahoma City, Oklahoma
April 29, 1996
<PAGE>
FOODBRANDS AMERICA, INC.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Continuing Operations
Comparability of Periods. Due to the acquisition of KPR
Holdings, L.P. ("KPR") and TNT Crust, Inc. ("TNT") in December
1995, the financial statements for the first quarter of 1995 do
not reflect the operating results of KPR and TNT. The operating
results attributable to KPR and TNT for the first quarter of 1996
include net sales of $35.3 million, gross profit of $6.5 million
and operating income of $4.0 million.
On May 30, 1995, the Company sold the assets of its Retail
Division to Thorn Apple Valley, Inc. The results of operations
and cash flows of the division have been reported as discontinued
operations. Accordingly, the results of continuing operations
for the first quarter of 1995 do not include the operations of
the Retail Division.
Three Months Ended March 30, 1996 Compared to the Three Months
Ended April 1, 1995. The Company's net sales for the first
quarter of 1996 were $186.0 million, an increase of 33.4% over
sales of $139.4 million for the first quarter of 1995. Of the
$46.6 million increase in net sales, $35.3 million was
attributable to the addition of KPR and TNT in December 1995.
The remaining increase was due to sales volume increases in the
Food Service and Deli Divisions.
Gross profit for the first quarter of 1996 of $39.3 million
increased $8.1 million, or 26.0%, over the gross profit of $31.2
million for the first quarter of 1995. This increase includes
the gross profit for the first quarter of 1996 of KPR and TNT of
$6.5 million. The remaining increase in gross profit was due to
the sales volume increases in the Food Service and Deli
Divisions.
Selling expenses of $18.3 million in the first quarter of
1996 increased $1.8 million over the 1995 period selling expenses
of $16.5 million. Of this increase, $1.2 million relates to KPR
and TNT, which was not included in the first quarter of 1995.
The remaining increase was due to increased sales volumes and
increased selling and marketing expenditures incurred in response
to competition in the Specialty Brands Division's appetizer
lines.
General and administrative expenses increased $2.0 million
from $5.9 million to $7.9 million. General and administrative
expenses of KPR and TNT for the first quarter of 1996 were $0.6
million. The remaining increase was primarily due to (i)
non-cash expenses for performance based employee stock options
not occurring in the previous year, (ii) the expense associated
with the performance based annual employee incentive program not
having been earned in the previous year until after the first
quarter and (iii) normal cost increases.
Amortization of intangible assets increased $0.7 million
due to amortization of intangibles related to the purchase of KPR
and TNT.
Interest and financing costs increased from $4.4 million to
$7.4 million as a direct result of the borrowings related to the
purchase of KPR and TNT.
Income tax expense for the first quarter of 1996 of $1.6
million was based on the effective tax rate for projected income
from continuing operations for 1996. Income tax expense recorded
in the first quarter of 1995 of $1.5 million was based on
projected income for the year. The effective tax rates were
calculated based on the projected taxable income for the full
fiscal year and the anticipated changes for the year in the
deferred tax assets and related valuation allowance and the
deferred tax liabilities.
In 1993, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 109, "Accounting for Income
Taxes." Implementing the standard resulted in the Company
recording a deferred tax benefit of approximately $31.0 million
for deductible temporary differences. The Company provided a
valuation allowance for the remaining net deductible temporary
differences and NOLs. In determining the valuation allowance,
the Company considers projected taxable income during the next
four years. The projected taxable income before NOLs is expected
to be higher than the financial pre-tax income due to the
non-deductible amortization of the intangible assets
related to Reorganization Value in Excess of Amounts Allocable to
Identifiable Assets ("Reorganization Value") and other
non-deductible intangible assets and the fact that the tax basis
of the assets was not increased as a result of the
reorganization in September 1991. Accordingly, the Company
expects to realize the net deferred tax asset from future
operations, which contemplates annual increases in sales
consistent with industry projections, and historical operating
margins but does not anticipate any material asset sales or other
unusual transactions. The acquisitions of KPR and TNT are
expected to increase the likelihood that the net deferred tax
asset will be realized. This analysis is performed on a
quarterly basis. The Company will adjust the valuation allowance
when it becomes more likely than not that the net deferred tax
benefits will be realized in the future. The Company anticipates
that this analysis will support the elimination of a significant
portion of the valuation allowance in 1996. Because a majority
of the deferred tax assets and NOLs are attributable to
pre-reorganization temporary differences, the majority
of the adjustment will be recorded as a reduction of
Reorganization Value and other intangible assets arising from
bankruptcy and the remainder will be recorded as a reduction of
income tax expense.
Discontinued Operations
Discontinued operations includes the net sales and related
expenses associated with the Retail Division's operations.
Included in the first quarter of 1995 are (i) net sales of $44.8
million, (ii) gross profit of $6.1 million, (iii) a tax benefit
of $1.2 million and (iv) a net loss of $2.4 million.
Liquidity and Capital Resources
Management believes that cash flow from operations for the
full fiscal year combined with the borrowing capacity available
under the Company's revolving credit loan will be sufficient to
meet the Company's operating and debt service cash requirements
for the foreseeable future.
In March 1996, the Company filed a registration statement
to offer $120 million Senior Subordinated Notes due 2006 (the
"Notes"). The Notes will be unconditionally guaranteed upon
issuance, jointly and severally, by substantially all of the
direct and indirect subsidiaries of Foodbrands America. The
Notes will be unsecured and subordinated in right of payment to
all existing and future senior indebtedness.
On March 29, 1996, the Company commenced a tender offer to
purchase up to all of its outstanding 9-3/4% Senior Subordinated
Redeemable Notes due 2000 (the "9-3/4% Notes") and a related
consent solicitation to amend or remove certain covenants of the
indenture pursuant to which the 9-3/4% Notes were issued. Such
tender offer and related consent solicitation are collectively
referred to as the "Tender Offer."
The net proceeds from the Notes will be used to consummate
the Tender Offer, and if any net proceeds remain after
consummation of the Tender Offer, to reduce the Company's
outstanding indebtedness under its bank credit agreement. The
Tender Offer is being undertaken to increase the Company's
operating and financial flexibility and increase the average life
of its indebtedness.
Cash Flows and Capital Expenditures.
First three months of 1996. For the first quarter of 1996, net
cash used by operating activities was $4.3 million. The decrease
in cash resulted primarily from increases in inventory and other
current assets, payments for promotional programs, interest and
benefit programs and a decrease in accounts payable. The total
decreases in cash were partially offset by a decrease in accounts
receivable and by cash generated from the results of continuing
operations after adding back noncash items of depreciation,
amortization, and deferred income taxes.
Expenditures for additions to property, plant and equipment
were $5.0 million. Approximately $0.7 million of these
expenditures related to expansion of production facilities and
the remainder was for cost savings programs and for replacements
and modifications to existing facilities. The source of the
funds for these expenditures was from cash provided by
operations. Also during the first quarter of 1996, the Company
paid the $50.0 million promissory note that was executed as part
of the KPR acquisition by drawing down the remaining balance
available under its bank credit agreement term loan.
First three months of 1995. For the first quarter of 1995, net
cash used by operating activities was $9.4 million. Decreases in
cash resulted primarily from the use of cash in the operations of
the discontinued Retail Division. In addition, cash decreased
due to increases in inventory and decreases in accounts payable
and accrued liabilities and payments for restructuring/
integration. The total decreases in cash were offset somewhat by
increases in cash from a decrease in accounts receivable.
Increases in cash were also provided by the results of continuing
operations during the quarter after adding back noncash items of
depreciation, amortization and the provision for postretirement
medical benefits and deferred income taxes.
Expenditures for additions to property, plant and equipment
were $3.2 million, of which $0.5 million related to discontinued
operations. Expenditures were primarily for replacements and
modifications to existing facilities. The source of the funds
for these expenditures was from cash provided by operations.
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits (the following exhibits are listed and numbered
in accordance with Item 601 of Regulation S-K as of the
date of this filing)
Exhibit Number Description
______________ ___________
11.1 Calculation of Earnings per
Share
15.1 Letter re: Unaudited Interim
Financial Information
27.1 Financial Data Schedule
(b) Reports on Form 8-K
Current Report on Form 8-K/A, Amendment No. 1, dated
December 11, 1995, of Foodbrands America, Inc. was filed
with the SEC on February 26, 1996, with respect to the
Company amending the Form 8-K dated December 11, 1995,
which was filed with the SEC on December 26, 1995, to
provide the historical and pro forma financial
information for an acquisition of assets (Item 7).
Current Report on Form 8-K/A, Amendment No. 2, dated
December 11, 1995, of Foodbrands America, Inc. was filed
with the SEC on February 29, 1996, with respect to the
Company amending the Form 8-K/A, Amendment No. 1 dated
December 11, 1995, which was filed with the SEC on
February 26, 1996, to correct formatting errors related
to the electronic filing process.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned thereunto duly authorized.
FOODBRANDS AMERICA, INC.
Dated: April 29, 1996 By:/s/ William L. Brady
_____________________________
William L. Brady
Vice President and Controller
<TABLE>
EXHIBIT 11.1
FOODBRANDS AMERICA, INC. AND SUBSIDIARIES
CALCULATION OF EARNINGS PER SHARE - UNAUDITED
(Dollar amounts in thousands, except per share figures)
<CAPTION>
Three Months Ended
___________________
March 30, April 1,
1996 1995
_________ ________
<S> <C> <C>
Income from continuing operations $2,122 $1,792
Income (loss) from discontinued operations,
net of tax benefit - (2,355)
______ ______
Net income (loss) $2,122 $ (563)
====== ======
Primary earnings per share:
Weighted average number of common shares
outstanding 12,468 12,448
Common stock equivalents:
Dilutive options and warrants - -
______ ______
Weighted average number of common and common
equivalent shares outstanding 12,468 12,448
====== ======
Income from continuing operations $0.17 $ 0.14
Income (loss) from discontinued operations,
net of tax benefit - (0.19)
_____ ______
Net income (loss) per share $0.17 $(0.05)
===== ======
Fully diluted earnings per share:
Weighted average number of common shares
outstanding 12,468 12,448
Common stock equivalents:
Dilutive options and warrants 152 -
______ ______
Weighted average number of common and common
equivalent shares outstanding 12,620 12,448
====== ======
Income from continuing operations $0.17 $ 0.14
Income (loss) from discontinued operations,
net of tax benefit - (0.19)
_____ ______
Net income (loss) per share $0.17 $(0.05)
===== ======
</TABLE>
EXHIBIT 15.1
April 29, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Foodbrands America, Inc.
Registration on Form S-8
We are aware that our report dated April 29, 1996 on our review
of interim financial information of Foodbrands America, Inc. for
the periods ended March 30, 1996, and April 1, 1995, and included
in the Company's quarterly report on Form 10-Q for the quarter
ended March 30, 1996, is incorporated by reference in the
Registration Statement on Form S-8 (File No. 33-45974) of
Foodbrands America, Inc. Pursuant to Rule 436(c) under the
Securities Act of 1933, this report should not be considered a
part of the Registration Statement prepared or certified by us
within the meaning of Sections 7 and 11 of that Act.
COOPERS & LYBRAND L.L.P.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTER ENDED MARCH 30, 1996
CONTAINED IN THE FIRST QUARTER 1996 FORM 10-Q REPORT AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-28-1996
<PERIOD-END> MAR-30-1996
<CASH> 8,338
<SECURITIES> 0
<RECEIVABLES> 40,029
<ALLOWANCES> 0
<INVENTORY> 64,308
<CURRENT-ASSETS> 119,086
<PP&E> 183,041
<DEPRECIATION> 42,510
<TOTAL-ASSETS> 523,291
<CURRENT-LIABILITIES> 98,325
<BONDS> 300,329
0
0
<COMMON> 125
<OTHER-SE> 45,231
<TOTAL-LIABILITY-AND-EQUITY> 523,291
<SALES> 185,997
<TOTAL-REVENUES> 185,997
<CGS> 146,688
<TOTAL-COSTS> 146,688
<OTHER-EXPENSES> 27,951
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,419
<INCOME-PRETAX> 3,757
<INCOME-TAX> 1,635
<INCOME-CONTINUING> 2,122
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,122
<EPS-PRIMARY> 0.17
<EPS-DILUTED> 0.17
</TABLE>
