<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
/X/ Quarterly Report pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
or
/ / Transition Report pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
For the quarterly period ended April 16, 1995 Commission file number 0-7961
TPI ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-1899681
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3950 RCA BOULEVARD
SUITE 5001
PALM BEACH GARDENS, FLORIDA 33410
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (407) 691-8800
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act:
Common Shares, Par Value $.01 per Share
---------------------------------------
(Title of Class)
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
----- -----
The number of shares outstanding of the registrant's common stock is
20,425,385 (as of April 16, 1995).
<PAGE> 2
PART I - FINANCIAL INFORMATION
Companies for which information is furnished:
TPI Enterprises, Inc.
Telecom Plus Shared Tenants Services, Inc.
Maxcell Telecom Plus, Inc.
Maxcell Telecom Plus of Rhode Island, Inc. (2)
TPI Restaurants, Inc.
Danver's International, Inc. (1)
The Insurex Agency, Inc. (1)
Insurex Benefits Administrators, Inc. (1)
TPI Entertainment, Inc.
TPI West Palm, Inc. (1)
TPI Commissary, Inc. (1)
TPI Transportation, Inc. (1)
TPI Insurance Corporation
(1) Wholly-owned subsidiaries of TPI Restaurants, Inc.
(2) Wholly-owned subsidiary of Maxcell Telecom Plus, Inc.
2
<PAGE> 3
ITEM 1. FINANCIAL STATEMENTS
TPI ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
April 16, December 25,
1995 1994
----------- ----------
<S> <C> <C>
ASSETS (Dollars in thousands)
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 11,106 $ 17,228
Accounts receivable-trade (net of allowance for doubtful accounts of $59 in 1995) . . 1,398 806
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,904 11,969
Deferred tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,006 5,666
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,238 3,256
----------- ----------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,652 38,925
----------- ----------
Property and equipment (at cost) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 239,674 240,394
Less accumulated depreciation and amortization . . . . . . . . . . . . . . . . . . . . 73,992 70,401
Less allowance for unit closings . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,433 12,430
----------- ----------
154,249 157,563
----------- ----------
Other assets:
Goodwill (net of accumulated amortization of $8,545 in 1995 and $8,152 in 1994) . . . . 37,281 37,675
Other intangible assets (net of accumulated amortization of $5,042 in 1995 and $5,157
in 1994) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,274 19,726
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 583 607
----------- ----------
57,138 58,008
----------- ----------
$ 245,039 $ 254,496
=========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,264 $ 3,725
Accounts payable-trade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,332 15,565
Accrued expenses and other current liabilities . . . . . . . . . . . . . . . . . . . . 35,802 36,889
Income taxes currently payable . . . . . . . . . . . . . . . . . . . . . . . . . . . 584 718
----------- ----------
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,982 56,897
----------- ----------
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,756 107,721
----------- ----------
Restructuring charges, net of current portion . . . . . . . . . . . . . . . . . . . . . . 14,270 14,735
----------- ----------
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,003 5,663
----------- ----------
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,847 1,910
Commitments and contingencies
Shareholders' equity:
Preferred shares - no par value - authorized - 20,000,000 shares; none issued and
outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . --- ---
Common shares - $.01 par value - authorized - 100,000,000 shares; issued - 33,271,479
shares in 1995 and 33,241,118 shares in 1994 . . . . . . . . . . . . . . . . . . . . . 333 332
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 226,259 226,144
Deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (90,466) (88,961)
----------- ----------
136,126 137,515
Less treasury stock, at cost, 12,846,094 common shares in 1995 and 1994 . . . . . . . . 69,945 69,945
Total shareholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66,181 67,570
----------- ----------
$ 245,039 $ 254,496
=========== ==========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE> 4
TPI ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION> QUARTER ENDED
---------------------------------
APRIL 17,
APRIL 16, 1994
1995 (RESTATED)
-------- ---------
(Dollars in Thousands)
<S> <C> <C>
Restaurant revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 83,744 $ 88,423
-------- --------
Costs and expenses:
Food, supplies and uniforms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,404 31,366
Restaurant labor and benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,535 26,333
Restaurant depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . 4,322 4,392
Other restaurant operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . 15,121 15,618
General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . 6,450 6,918
Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . --- 40
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 314 (74)
-------- --------
82,146 84,593
-------- --------
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,598 3,830
-------- --------
Other income and expenses:
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130 77
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,233) (3,060)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . --- ---
-------- --------
(3,103) (2,983)
-------- --------
Income (loss) before provision for income taxes . . . . . . . . . . . . . . . . . . . . (1,505) 847
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . --- ---
-------- --------
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (1,505) $ 847
======== ========
Net income (loss) per common share . . . . . . . . . . . . . . . . . . . . . . . . . . $ (.07) $ .04
======== ========
Weighted average number of common and common
equivalent shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,417 20,430
======== ========
</TABLE>
See notes to consolidated financial statements.
4
<PAGE> 5
TPI ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
QUARTER ENDED
-------------------------------
APRIL 16, APRIL 17,
1995 1994
--------- ---------
(Dollars in thousands)
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (1,505) $ 847
--------- ---------
Adjustments to reconcile net income to net cash provided: . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,928 6,044
Changes in assets and liabilities:
Accounts receivable-trade . . . . . . . . . . . . . . . . . . . . . . . . . . . . (592) (385)
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65 (74)
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 3,018
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (127) (405)
Accounts payable-trade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 767 (3,813)
Accrued expenses and other current liabilities . . . . . . . . . . . . . . . . . . (851) (27)
Income taxes currently payable . . . . . . . . . . . . . . . . . . . . . . . . . . (134) (268)
Reserve for restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . (701) (1,345)
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (63) (62)
--------- ---------
Total adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,310 2,683
--------- ---------
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . 2,805 3,530
--------- ---------
Cash flows from investing activities:
Acquisition of property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . (3,172) (8,040)
Disposition of property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . 398 1,416
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (35) (17)
--------- ---------
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . (2,809) (6,641)
--------- ---------
Cash flows from financing activities:
Net proceeds (payments) on Credit Facility . . . . . . . . . . . . . . . . . . . . . . . (5,400) 4,500
Other long-term debt payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (834) (667)
Common shares issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116 184
--------- ---------
Net cash provided by (used in) financing activities . . . . . . . . . . . . . . . . . (6,118) 4,017
--------- ---------
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . . (6,122) 906
Cash and cash equivalents, beginning of period . . . . . . . . . . . . . . . . . . . . . . 17,228 16,664
--------- ---------
Cash and cash equivalents, end of period . . . . . . . . . . . . . . . . . . . . . . . . . $ 11,106 $ 17,570
========= =========
Supplemental Disclosure of Cash Flow Information:
Cash payments (refunds) during the quarter for:
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,587 $ 3,790
Income taxes refunded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . --- (2,500)
Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 134 268
</TABLE>
See notes to consolidated financial statements.
5
<PAGE> 6
TPI ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - CONSOLIDATED FINANCIAL STATEMENTS
The consolidated balance sheets as of April 16, 1995 and the consolidated
statements of operations and cash flows for the periods ended April 16, 1995
and April 17, 1994, have been prepared by the Company without audit. Certain
amounts appearing for the period ended April 17, 1994 have been reclassified to
conform to the presentation for the period ended April 16, 1995. In the
opinion of management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the consolidated financial position at
April 16, 1995 and the consolidated results of operations and consolidated cash
flows for the periods ended April 16, 1995 and April 17, 1994, have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. These financial statements should be read in
conjunction with the 1994 audited financial statements of the Company included
in its Annual Report on Form 10-K for the year ended December 25, 1994. The
results of operations for the sixteen week period ended April 16, 1995 are not
necessarily indicative of the operating results for the full year.
NOTE 2 - NET INCOME PER COMMON SHARE
Primary earnings per share amounts are computed by dividing net income by the
weighted average number of common and common equivalent shares (dilutive
options and warrants) outstanding during the period. Reported primary per
share amounts include common equivalents relating to dilutive stock options of
20,417 at April 16, 1995 and 145,000 at April 17, 1994.
Fully diluted earnings per share amounts are similarly computed, but also
include the effect, when dilutive, of the Company's 8 1/4% Convertible
Subordinated Debentures and 5% Convertible Senior Subordinated Debentures,
after the elimination of the related interest requirements, net of income
taxes. The Company's convertible debentures are excluded from the April 16,
1995 and April 17, 1994 computation due to their antidilutive effect during
these periods.
6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
General
Continuing operations primarily include the results of TPI Restaurants, Inc.
("Restaurants"), whose revenues are derived from restaurant sales. The first
quarterly reporting period consists of 16 weeks, the second and third quarters
are 12 weeks each and the fourth quarter consists of 13 weeks in 1995. The
restaurant business is seasonal in nature with the second and third fiscal
quarters (Spring and Summer) having higher weekly sales volume than the first
and fourth quarters.
RESULTS OF OPERATIONS
Revenues
Revenues for 1995 decreased to $83.7 million, 5.3% from the $88.4 million
earned last year. New restaurants accounted for $.7 million of 1995 revenues,
while comparable store sales declined $4.1 million, or 4.9%, in the Shoney's
concept and increased .04%, in the Captain D's concept. New restaurant
operations are included in the comparable store sales computation after they
have been operational for sixteen periods. Revenues for 1994 include $1.0
million relating to 4 underperforming units, which are scheduled to be closed in
accordance with the Company's restructuring plan adopted in 1993. Revenues and
expenses related to units provided for in the restructuring reserve have been
excluded from the 1995 statement of operations. The Company's operating
results include 187 Shoney's and 68 Captain D's units operating at the end of
the first quarter of 1995 compared to 182 Shoney's and 66 Captain D's operating
at the end of the same period for the prior year.
7
<PAGE> 8
Cost and Expenses
Cost of sales includes food, supplies and uniforms, restaurant labor and
benefits, restaurant depreciation and amortization, and other restaurant
operating expenses. A summary of cost of sales as a percentage of revenues for
the first quarters of 1995 and 1994 is shown below.
<TABLE>
<CAPTION>
=================================================================================================================================
1995 1994
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Food, supplies and uniforms 36.3% 35.5%
Restaurant labor and benefits 30.5% 29.8%
Restaurant depreciation and amortization 5.2% 5.0%
Other restaurant operating expenses 18.1% 17.7%
- ---------------------------------------------------------------------------------------------------------------------------------
90.1% 88.0%
=================================================================================================================================
</TABLE>
The Company's food costs as a percentage of revenues increased .8% due to
price increases in several high volume commodities, primarily shrimp and
produce. Additionally, our margin has increased due to the fixed nature of
distribution costs at the Company's commissaries. Restaurant labor and
benefits increased primarily as a result of lower sales volumes pushing up the
average labor rate for restaurant staff and the inability to reduce labor hours
in direct proportion to declining sales. This was somewhat offset by a
reduction in workers' compensation expense. Most restaurant operating
expenses, including depreciation and amortization, repairs and maintenance,
utilities, franchise fees, and property taxes, are relatively fixed, and
accordingly, a decrease in same store sales results in an unfavorable margin
impact.
General and administrative expenses have remained relatively flat due to
reductions in field management and corporate staff which commenced in 1994 and
which was offset somewhat by increased customer service training at the
operations level.
Other Income and Expenses
Other expenses increased $120,000 due to higher interest rates incurred
during the quarter despite lower borrowing levels.
Restructuring Charges
The Company adopted a restructuring plan at the end of the fourth quarter of
1993 which included closing or relocating 31 of its restaurants by the end of
1994, not exercising options to renew leases with respect to an additional 19
of its restaurants upon expiration of the current lease terms, and the
restructuring of divisional management as well as consolidating the Company's
two corporate offices. With respect to the restaurants to be closed or
relocated, the Company has closed 22 restaurants with plans to close an
additional
8
<PAGE> 9
four restaurants during the second quarter of 1995. During the fourth quarter
of 1994, management determined that improved operations at five of the
restaurants previously included in the restructure plan, indicated that the
locations should not be closed. During the first quarter of 1995, the
restructure was charged $405,000 for expenditures and asset write-offs related
to the other 26 units. With respect to the 19 restaurants projected to be
closed no later than the expiration of their current lease terms, the Company
recorded charges to the reserve of $61,000 for the write-down of assets. With
respect to the Company's restructuring of its divisional management and
consolidation of its corporate offices, the Company paid out approximately
$236,000 related to the restructure of which $141,000 was for severance. The
Company expects to pay the majority of the remaining relocation obligations
during 1995 as the consolidation of the corporate offices is completed.
Liquidity and Capital Resources
The Company has a working capital deficit of $22.3 million at April 16,
1995 compared to a working capital deficit at December 25, 1994 of $18.0
million. The $4.4 million, or 24%, increase in the working capital deficit is
primarily due to the cash paydown of long-term debt. Approximately 88% of the
Company's restaurant sales are for cash and the remainder are for credit card
receivables which are generally collected within 5 days. Because the Company's
payables, including amounts for inventory and other operating expenses, are
paid over a longer period of time, it is not unusual for the Company, like many
others in the restaurant industry, to operate with a working capital deficit.
Furthermore, the Company uses available cash for capital spending or repayment
of advances under its revolving credit facility.
Operating Activities
Net cash provided by operating activities decreased $725,000 to $2,805,000 in
1995 from $3,530,000 in 1994. During the first quarter of 1994, the Company
received a federal income tax refund of $2,500,000. Accounts payable, which
includes payables relating to operations and construction, increased by
$767,000 during the first quarter of 1995 compared to a decline of $3,813,000 in
the first quarter of 1994.
Investing Activities
Net cash used in investing activities decreased $3,832,000. The decrease in
cash used is primarily a result of the Company's plan to build only one new
restaurant and four remodeled units in 1995 compared to 1994. The Company
spent $1,159,000 on remodels and a lease buyout in the first quarter of 1995,
or $3,475,000 less than the $4,634,000 spent on new stores in the same period
of 1994. Four remodeled Shoney's and one remodeled Captain D's were completed
in the first quarter of 1995 compared to four new Shoney's and one new Captain
D's in the first quarter of 1994.
9
<PAGE> 10
Financing Activities
Net cash provided by financing activities decreased by $10,135,000 due
primarily to the Company's net reduction of $5,400,000 on its revolving credit
facility and the payment of $834,000 on other long-term obligations.
As of April 16, 1995, the Company had borrowings of $17,000,000 and standby
letters of credit of $10,951,000 outstanding on its $40,000,000 credit
facility.
Reserved Area and License Agreements
The Company has various reserved areas with minimum development requirements
with respect to Shoney's restaurants. Aggregate commitments beyond 1994
require 36 restaurants to be constructed in the Company's reserved areas in
Phoenix, West Palm Beach, Michigan, Houston, and certain other counties in
Texas prior to October 6, 2004. The Company is currently constructing one new
Shoney's and has delayed any further building of Shoney's restaurants during
1995 as Shoney's Inc. evaluates the Shoney's concept and how best to update it
to meet customer preferences.
The Company has the right to develop Captain D's restaurants in 124 counties
in seven Southeastern states (Alabama, Arkansas, Georgia, Mississippi, North
Carolina, South Carolina and Tennessee). To avoid termination of the reserved
area agreement, the Company is required to open 30 additional Captain D's by
July 11, 2011. The Company does not intend to build any Captain D's
restaurants during 1995.
Management believes sufficient funds will be available from cash on hand,
cash flow from operations and borrowings under the Credit Facility to meet its
debt service requirements, as well as its capital expenditure and working
capital requirements in the foreseeable future. The Company believes that
there are several alternatives available when the current Credit Facility
matures, including a new Credit Facility, sale/leaseback financing, and/or
securitization. There can be no assurance that any of such alternatives will
be available when the current credit facility matures in June, 1996.
10
<PAGE> 11
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Maxcell Telecom Plus, Inc., et al., v. McCaw Cellular Communications,
Inc., et al.
On November 1, 1993, the Company and its wholly-owned subsidiary, Maxcell
Telecom Plus, Inc. ("Maxcell"), filed a complaint in the Circuit Court of the
Fifteenth Judicial Circuit in and for Palm Beach County, Florida. The complaint
against McCaw Cellular Communications, Inc. ("McCaw"), Charisma Communications
Corp. ("Charisma") and various related parties relates to McCaw's failure to
disclose the existence of a side agreement between McCaw and Charisma to share
in the net profits from the resale of certain cellular properties which were
sold by the Company to McCaw. The Company seeks recision of the sales contract
and damages based upon the defendant's alleged fraudulent misrepresentation,
breach of fiduciary duty, conspiracies and tortious interference with
contracts. The Company's attorneys are unable at this time to state the
likelihood of a favorable outcome. The lawsuit is scheduled for trial some
time during the six week period of January 8, 1996 and February 16, 1996.
Reading Company and James J. Cotter v. TPI Enterprises, Inc.
On March 7, 1995, a civil action captioned Reading Company and James J.
Cotter v. TPI Enterprises, Inc. 95 Civ. 1579 was filed in the United States
District Court for the Southern District of New York. The plaintiffs allege
inter alia breach of contract and seek damages of $1,250,000 plus interest,
punitive damages and attorney's fees in connection with the sale to a
subsidiary of American Multi-Cinema, Inc. of TPI Entertainment, Inc.'s interest
in Exhibition Enterprises Partnership in April 1991. The Company's attorneys
are unable at this time to state the likelihood of an unfavorable outcome.
Other Proceedings
The Company and its subsidiaries are defendants in various lawsuits arising
in the ordinary course of business. It is the opinion of the management of the
Company that the outcome of such litigation will not have a significant adverse
effect on the consolidated financial statements.
11
<PAGE> 12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) The Annual Meeting of Shareholders of the Company was held on May 4,
1995.
(b) Election of Directors. All nominees for director were elected pursuant
to the following vote:
<TABLE>
<CAPTION>
Name of Nominee Votes in favor Withheld
--------------- -------------- --------
<S> <C> <C>
J. Gary Sharp 17,048,573 460,025
Frederick W. Burford 17,048,645 459,953
Osvaldo Cisneros 17,048,334 460,264
Paul James Siu 17,048,784 459,814
Edwin B. Spievack 17,048,884 459,714
Thomas M. Taylor 17,048,884 459,714
Lawrence W. Levy 17,048,434 460,164
John L. Marion, Jr. 17,048,734 459,864
Douglas K. Bratton 17,048,884 459,714
</TABLE>
(c) 1. Approval of the Company's 1995 Employee Stock Purchase Plan:
16,192,497 votes in favor; 987,387 votes against; 249,241 broker
non-votes, and 79,473 shares abstained from voting.
2. Ratification of the appointment of Deloitte & Touche LLP as
independent auditors for the Company's fiscal year ending December
31, 1995: 17,374,145 votes in favor; 95,153 votes against; 2,000
broker non-votes, and 37,300 shares abstained from voting.
(d) Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
27 - Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K:
Registrant filed a current report on Form 8-K, dated February 7, 1995,
reporting Item 5 - Other Events.
12
<PAGE> 13
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.
TPI Enterprises, Inc.
(Registrant)
Date: May 31, 1995 /s/ J. Gary Sharp
-------------------------
J. Gary Sharp
President & Chief
Executive Officer
Date: May 31, 1995 /s/ Frederick W. Burford
-------------------------
Frederick W. Burford
Executive Vice President &
Chief Financial Officer
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF TPI ENTERPRISES, INC. FOR THE 16 WEEKS ENDED APRIL
16, 1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> DEC-26-1994
<PERIOD-END> APR-16-1995
<EXCHANGE-RATE> 1,000
<CASH> 11,106
<SECURITIES> 0
<RECEIVABLES> 1,457
<ALLOWANCES> 59
<INVENTORY> 11,904
<CURRENT-ASSETS> 33,652
<PP&E> 228,241
<DEPRECIATION> 73,992
<TOTAL-ASSETS> 245,039
<CURRENT-LIABILITIES> 55,982
<BONDS> 100,756
<COMMON> 0
0
333
<OTHER-SE> 65,848
<TOTAL-LIABILITY-AND-EQUITY> 245,039
<SALES> 83,744
<TOTAL-REVENUES> 83,744
<CGS> 75,382
<TOTAL-COSTS> 82,146
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,233
<INCOME-PRETAX> (1,505)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,505)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,505)
<EPS-PRIMARY> (.07)
<EPS-DILUTED> (.07)
</TABLE>
