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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 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): APRIL 23, 1996
FOODBRANDS AMERICA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-11621 13-2535513
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
1601 NORTHWEST EXPRESSWAY, SUITE 1700
OKLAHOMA CITY, OKLAHOMA 73118-1495
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (405) 879-4100
ITEM 5. Other Events.
On April 23, 1996, Foodbrands America, Inc. issued a press release, a
copy of which attached hereto as Exhibit A.
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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.
FOODBRANDS AMERICA, INC.
/s/ BRYANT P. BYNUM
Date: April 25, 1996 ---------------------------------------
Bryant P. Bynum
Vice President - Finance, Treasurer
and Secretary
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EXHIBIT A
FOODBRANDS AMERICA REPORTS 21% INCREASE
IN EARNINGS PER SHARE FOR THE FIRST QUARTER OF FISCAL 1996
Oklahoma City, OK., April 23, 1996 -- Foodbrands America, Inc.
(NYSE: FDB) announced today net income for the first quarter ended March 30,
1996 of $2.1 million, or $0.17 per share compared to income from continuing
operations in the first quarter of 1995 of $1.8 million, or $0.14 per share
and net loss from the prior year quarter of $0.6 million, or ($0.05) per
share. The net loss in the prior year quarter was the result of losses on
discontinued operations pertaining to the Company's Retail division, which
was sold in May 1995.
Sales in the first quarter of 1996 were $186 million, an increase of 33%
from sales of $139.4 million reported in the first quarter of last year. Of
the $46.6 million increase in sales for the quarter, $35.3 million was the
result of the acquisition of KPR Holdings, L.P. and TNT Crust, Inc., both
completed in the fourth quarter of fiscal 1995. The remaining increase was
attributable to an 8% growth in sales for the Company's existing businesses.
Operating income for the quarter was $11.4 million compared to $7.8
million in the previous year. The increase resulted from the addition of the
KPR and TNT businesses as well as overall increases in the base business.
These increases were partially offset by higher amortization of intangible
assets associated with the KPR and TNT acquisitions and increased
administrative expenses, including non-cash expenses for employee stock
options not occurring in the prior year quarter. Total depreciation and
amortization for the quarter was $6.1 million compared to $3.8 million for
the same quarter last year.
R. Randolph Devening, Chairman, President and Chief Executive Officer
commented, "The first quarter represented a strong start to 1996. Both KPR
and TNT have exceeded expectations and have been accretive to earnings. All
divisions, with the exception of the Specialty Brands division where margin
pressure continued, performed well and saw increases in both sales and
earnings. While the severe weather early in the quarter negatively impacted
some of our customers, we were able to focus on growing our businesses and
offset the short term impact."
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Mr. Devening continued, "During the quarter, we realized a significant
increase in our market share to several prominent customers and TNT is also
starting to benefit from the significant distribution opportunities offered
by our existing foodservice distributor and grocery store delicatessen
customers."
Foodbrands America produces, markets and distributes frozen and
refrigerated products targeted to growth segments of the foodservice market.
The Company's products include pepperoni, beef and pork toppings as well as
partially baked pizza crusts, marketed to the pizza industry, appetizers,
Mexican and Italian foods, sauces, soups, and side dishes, and branded and
processed meat products. Customers include large multi-unit food chains,
major foodservice distributors, warehouse clubs and grocery store
delicatessens.
-tables to follow-
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FOODBRANDS AMERICA, INC.
Condensed Consolidated Statement of Operations - Unaudited
(in thousands, except per share figures)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
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3/30/96 4/1/95
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<S> <C> <C>
Net sales $185,997 $139,412
Cost of sales 146,688 108,247
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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
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Total operating expenses 27,951 23,411
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Operating income 11,358 7,754
Other income (expense):
Interest and financing costs (7,419) (4,355)
Other, net (182) (157)
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Income from continuing operations before
income taxes 3,757 3,242
Income tax provision 1,635 1,450
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Income from continuing operations 2,122 1,792
Discontinued operations:
Loss from operations of the Retail Division
(less applicable income tax benefit of $1,175
in 1995) - (2,355)
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Net income (loss) $ 2,122 $ (563)
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Depreciation expense included in operating
income above $ 4,350 $ 2,687
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Earnings (loss) per share - primary and fully
diluted:
Income from continuing operations $ 0.17 $ 0.14
Loss from discontinued operations - (0.19)
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Net income (loss) $ 0.17 $ (0.05)
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Weighted average number of common and common
equivalent shares outstanding - primary and
fully diluted 12,468 12,448
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</TABLE>
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