SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-19867
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ESKIMO PIE CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 54-0571720
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
901 Moorefield Park Drive
Richmond, VA 23236
(Address of principal executive offices, including zip code)
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Registrant's phone number, including area code:
(804) 560-8400
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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 ___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock.
Class Outstanding at October 31, 1999
Common Stock, $1.00 Par Value 3,464,050
- ----------------------------- ---------
ESKIMO PIE CORPORATION
Index
Page
Number
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Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Statements of Income
Three and Nine Months Ended September 30, 1999 and 1998 1
Condensed Consolidated Balance Sheets
September 30, 1999; December 31, 1998 and September 30, 1998 2
Condensed Consolidated Statements of Cash Flows
Nine Months Ended September 30, 1999 and 1998 3
Notes to Condensed Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 14
ESKIMO PIE CORPORATION
Condensed Consolidated Statements of Income (Unaudited)
Three months ended Nine months ended
September 30, September 30,
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1999 1998 1999 1998
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(In thousands, except share data)
Net sales $ 15,686 $ 15,179 $ 53,961 $ 51,324
Cost of products sold 8,824 9,025 29,822 29,578
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Gross profit 6,862 6,154 24,139 21,746
Advertising and sales promotion expenses 4,069 4,106 13,777 12,983
Selling, general and administrative expenses 1,930 1,803 6,112 6,293
Expense from restructuring activities - - 191 -
Expense from analysis of strategic alternatives 219 - 600 -
Expense from proxy contest 344 - 344 -
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Operating income 300 245 3,115 2,470
Interest (income)/expense and other - net 134 141 360 383
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Income before income taxes 166 104 2,755 2,087
Income tax expense 61 39 1,019 772
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Net income $ 105 $ 65 $ 1,736 $ 1,315
==============================================================================
Per Share Data
Basic:
Weighted average number of
common shares outstanding 3,463,178 3,458,598 3,462,929 3,458,326
Net income $ 0.03 $ 0.02 $ 0.50 $ 0.38
==============================================================================
Assuming dilution:
Weighted average number of
common shares outstanding 3,463,178 3,458,598 3,463,453 3,458,326
Net income $ 0.03 $ 0.02 $ 0.50 $ 0.38
==============================================================================
Cash dividends $ 0.00 $ 0.05 $ 0.10 $ 0.15
==============================================================================
1
ESKIMO PIE CORPORATION
Condensed Consolidated Balance Sheets (Unaudited)
September 30, December 31, September 30,
As of 1999 1998 1998
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(In thousands, except share data)
Assets
Current assets:
Cash and cash equivalents $ 2,694 $ 530 $ 1,302
Receivables 8,316 6,817 6,470
Inventories 5,367 4,897 6,830
Prepaid expenses 279 889 717
--------------------------------------------------------
Total current assets 16,656 13,133 15,319
Property, plant and equipment - net 6,766 7,665 7,862
Goodwill and other intangibles 16,877 17,645 17,796
Other assets 712 1,645 1,340
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Total assets $ 41,011 $ 40,088 $ 42,317
========================================================
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 1,983 $ 2,875 $ 3,726
Accrued advertising and promotion 3,005 1,728 2,059
Accrued compensation and related amounts 436 211 170
Other accrued expenses 1,057 657 824
Current portion of long term debt 1,087 1,317 1,317
--------------------------------------------------------
Total current liabilities 7,568 6,788 8,096
Long term debt 6,943 3,901 4,230
Convertible subordinated notes - 3,800 3,800
Postretirement benefits and other liabilities 2,808 3,373 3,281
Shareholders' equity:
Preferred stock, $1.00 par value; 1,000,000 shares
authorized, none issued and outstanding - - -
Common stock, $1.00 par value; 10,000,000 shares
authorized, 3,464,050 issued and outstanding at
September 30 1999, 3,458,597 at December 31, 1998
and September 30, 1998 3,464 3,459 3,458
Additional capital 4,464 4,393 4,385
Retained earnings 15,764 14,374 15,067
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Total shareholders' equity 23,692 22,226 22,910
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Total liabilities and shareholders' equity $ 41,011 $ 40,088 $ 42,317
========================================================
2
ESKIMO PIE CORPORATION
Condensed Consolidated Statements of Cash Flows (Unaudited)
Nine months ended September 30, 1999 1998
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(in thousands)
Operating activities
Net income $ 1,736 $ 1,315
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 1,791 1,896
Change in deferred income taxes and other assets 1,017 (40)
Change in postretirement benefits and other liabilities (569) 80
Change in receivables (1,499) (1,149)
Change in inventories and prepaid expenses (130) (1,588)
Change in accounts payable and accrued expenses 1,059 777
----------------------------------------
Net cash provided by operating activities 3,405 1,291
Investing activities
Acquisition of intangible assets - (944)
Capital expenditures (466) (1,092)
Proceeds from disposal of fixed assets 401 -
Other 158 199
----------------------------------------
Net cash provided by (used in) investing activities 93 (1,837)
Financing activities
Borrowings 3800 -
Redemption of convertible subordinate notes (3800) -
Principal payments on long term debt (988) (988)
Cash dividends (346) (517)
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Net cash (used in) financing activities (1,334) (1,505)
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Change in cash and cash equivalents 2,164 (2,051)
Cash and cash equivalents at the beginning of the year 530 3,353
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Cash and cash equivalents at the end of the quarter $ 2,694 $ 1,302
========================================
3
ESKIMO PIE CORPORATION
Notes to Condensed Consolidated Financial Statements
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation: In the opinion of management, the accompanying
unaudited condensed consolidated financial statements reflect all adjustments
(consisting of only normal recurring accruals) necessary for a fair presentation
of the Company's financial position as of September 30, 1999 and its results of
operations for the three and nine months ended September 30, 1999 and 1998. The
results of operations for any interim period are not necessarily indicative of
results for the full year. These financial statements should be read in
conjunction with the financial statements and notes thereto contained in the
Company's 1998 Annual Report. Certain prior period amounts have been
reclassified to conform to current presentation.
NOTE B - INVENTORIES Inventories are classified as follows:
- -------------------------------------------------------------------------------------------------------------------------
September 30, 1999 December 31, 1998 September 30, 1998
- -------------------------------------------------------------------------------------------------------------------------
(In thousands)
Finished goods $ 3,629 $ 3,294 $ 4,762
Raw materials and packaging supplies 2,775 2,642 2,999
--------- --------- ----------
Total FIFO inventories 6,404 5,936 7,761
LIFO reserves (1,037) (1,039) (931)
--------- --------- ---------
$ 5,367 $ 4,897 $ 6,830
========= ========= =========
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NOTE C - FINANCING ARRANGEMENTS
On May 20, 1999, the Company renewed its $10 million committed line of
credit, which is now available for general corporate purposes through April
2001. Borrowings under the line bear interest at the lender's overnight money
market rate plus 100 basis points.
The Company used the line to refinance, on a long-term basis, the
February 1999 redemption of the previously issued $3.8 million in convertible
subordinated notes.
4
NOTE D - EARNINGS PER SHARE
The following table sets forth the computation of earnings per share:
- ------------------------------------------------------------------------------------------------------------------------------------
Three months ended September 30, Nine months ended September 30,
1999 1998 1999 1998
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Net income $ 105,000 $ 65,000 $ 1,736,000 $ 1,315,000
========= ======== ============ ============
Weighted average number of common
shares outstanding 3,463,178 3,458,598 3,462,929 3,458,326
Effect of dilutive securities:
Stock options - - 524 -
Weighted average number of common shares
outstanding assuming potential dilution 3,463,178 3,458,598 3,463,453 3,458,326
========= ============ ============ ============
Basic earnings per share $0.03 $0.02 $0.50 $0.38
===== ===== ===== =====
Earnings per share - assuming dilution $0.03 $0.02 $0.50 $0.38
===== ===== ===== =====
- ------------------------------------------------------------------------------------------------------------------------------------
Certain stock options were excluded from consideration for their
dilutive effect because the exercise price of the options exceeded the average
market price for the respective periods, and as such, the effect would be
anti-dilutive.
NOTE E - BUSINESS SEGMENTS
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National
Business Segments Brands Flavors Foodservice Other Totals
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Three months ended September 30, 1999
Sales $9,569 $ 3,188 $ 2,627 $ 302 $ 15,686
====== ======= ======= ======== ========
Segment profitability $1,614 $ 547 $ 609 $ 23 $ 2,793
Selling, general and administrative expenses (1,930)
Expense from analysis of strategic alternatives (219)
Expense from proxy contest
(344)
Interest income and expense - net (134)
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Income before income taxes $ 166
=========
- ------------------------------------------------------------------------------------------------------------------------------------
Three months ended September 30, 1998
Sales $9,235 $ 2,958 $ 2,447 $ 539 $ 15,179
====== ======= ======== ========= ========
Segment profitability $1,042 $ 372 $ 751 $ (117) $ 2,048
Selling, general and administrative expenses (1,803)
Interest income and expense - net (141)
---------
Income before income taxes $ 104
=========
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5
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National
Business Segments Brands Flavors Foodservice Other Totals
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Nine months ended September 30, 1999
Sales $35,337 $ 9,635 $ 7,563 $ 1,426 $ 53,961
======= ======= ======= ======= ========
Segment profitability $ 6,676 $ 1,787 $ 1,776 $ 123 $ 10,362
Selling, general and administrative expenses (6,112)
Expense from restructuring activities (191)
Expense from analysis of strategic alternatives (600)
Expense from proxy contest (344)
Interest income and expense - net
(360)
Income before income taxes $ 2,755
=========
- ------------------------------------------------------------------------------------------------------------------------------------
Nine months ended September 30, 1998
Sales $34,731 $ 8,863 $ 6,392 $ 1,338 $ 51,324
======= ======= ======== ======= ========
Segment profitability $ 5,938 $ 1,335 $ 1,723 $ (233) $ 8,763
Selling, general and administrative expenses (6,293)
Interest income and expense - net (383)
---------
Income before income taxes $ 2,087
=========
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NOTE F - RESTRUCTURING EXPENSES
The Company incurred $1,135,000 in non-recurring special charges,
associated with three separate activities, during the first nine months of 1999.
The Company incurred approximately $600,000 in costs (primarily
associated with legal, investment banking and other professional fees) in
connection with the Company's previously announced examination of strategic
alternatives to enhance shareholder value, and the Company's subsequent
development of the Growth and Restructuring Plan.
During the nine months ended September 30, 1999, the Company also
undertook two programs to reduce overhead expenses. In March 1999, the Company
discontinued certain non-core manufacturing operations and as a result,
terminated the employment of seven production employees at its Bloomfield, New
Jersey packaging plant. As a result, the Company incurred related severance
costs of approximately $105,000, all of which was paid as of June 30, 1999.
During the second quarter of 1999, the Company eliminated two vacant positions
and terminated the employment of six employees located at the Company's
corporate headquarters. The severance costs associated with these terminations
totaled $86,000, the majority of which will be paid by the end of 1999.
The Company also incurred proxy contest expenses of approximately
$344,000 (primarily legal and other professional service fees and administrative
expenses) associated with the Company's delayed annual meeting of shareholders
held on September 8, 1999. The Company's Board of Directors was re-elected at
the annual meeting.
6
ESKIMO PIE CORPORATION
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Eskimo Pie Corporation markets a broad range of frozen novelties, ice
cream and sorbet products under the Eskimo Pie, RealFruit, Welch's, Weight
Watchers Smart Ones, SnackWell's and OREO brand names. These nationally branded
products are generally manufactured by a select group of licensed dairies that
purchase the necessary flavors, ingredients and packaging directly from the
Company. Eskimo Pie Corporation also manufactures soft serve yogurt and premium
ice cream products for sale to the commercial foodservice industry. The Company
also sells a full line of quality flavors and ingredients for use in private
label dairy products in addition to the national brands it licenses.
RESULTS OF OPERATIONS
- ---------------------
Net income for the quarter ended September 30, 1999 was $105,000 or
$0.03 per share, as compared to third quarter 1998 net income of $65,000 or
$0.02 per share. The 1999 results include expenses associated with the Company's
previously announced analysis of strategic alternatives of approximately
$219,000 and proxy contest expenses of approximately $344,000 which, after
related tax effects, reduced net income by $355,000 or $0.10 per share.
Exclusive of special charges incurred in the third quarter, net income would
have been $0.13 per share.
For the nine months ending September 30, 1999, net income was
$1,736,000 or $0.50 per share as compared to $1,315,000 or $0.38 per share in
1998. This reflects a 32% growth in net income and a 5% growth in sales as
compared to the same period in 1998. Expenses associated with the Company's
analysis of strategic alternatives of approximately $600,000, restructuring
charges of approximately $191,000, and proxy contest expenses of approximately
$344,000 are also included in the nine month results which, after related tax
effects, reduced net income by $715,000 or $0.21 per share. Exclusive of the
year to date special charges, 1999 net income would have increased by
approximately 86% over 1998 results.
It is not the Company's intent to imply that alternate measures of
performance are more meaningful than net income as determined in accordance with
generally accepted accounting principles. Management believes, however, that
investors should consider the effects of non-recurring special charges as they
assess the results of the Company's on-going operations.
Net Sales And Gross Profit
- --------------------------
Sales for the third quarter of 1999 increased by approximately $500,000
or 3% as compared to the same period a year ago. Sales for the quarter ending
September 30, 1999 were $15.7 million. For the nine-month period ending
September 30, 1999, sales increased by 5% to $54.0 million as compared with
$51.3 million during the comparable period in 1998.
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
two new 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 consumer attention. Also
contributing to the year to date 1999 revenue growth was a $660,000 increase
($220,000 increase during the quarter ended September 30, 1999) in licensing
fees earned from the new licensing agreements entered into with the Company's
six largest customers effective January 1, 1999.
7
The Foodservice Division accounted for almost half of the overall
Company's increase in net sales 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 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.
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 results of increased sales, improved product mix, 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.
Expenses And Other Income
- -------------------------
Advertising and sales promotion for the nine-month period ending
September 30, 1999 is consistent with 1998 spending as a percent of sales.
Management's intent to increase spending under its previously announced Growth
and Restructuring Plan has been curtailed as a result of the Company's
announcement at the annual meeting of shareholders as discussed below.
Selling, general and administrative expenses are below 1998 levels for
the nine-month period, as a result of management's continued efforts to control
these costs including the reduction of corporate headquarters staff discussed
below.
For the nine-month period ending September 30, 1999 the Company has
incurred $1,135,000 of non-recurring special charges.
The Company incurred approximately $600,000 in expenses related to the
previously announced examination of strategic alternatives to enhance
shareholder value and the subsequent development of the Company's Growth and
Restructuring Plan. Implementation of this plan has been curtailed as a result
of the Company's announcement following the annual meeting of shareholders as
discussed below.
The Company undertook two reduction-in-force programs in the first half
of the year to reduce overhead expenses, resulting in restructuring charges of
approximately $191,000.
In March 1999, the Company discontinued certain non-core manufacturing
operations and terminated the employment of seven production employees at its
Bloomfield, New Jersey packaging plant who were not involved in the production
of products for the Company's licensing businesses. As a result, the Company
incurred related severance costs of approximately $105,000, all of which was
paid as of June 30, 1999. As a result of this action, year to date 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 corporate headquarters. The severance costs associated with these
terminations totaled approximately $86,000; however, when combined with the
savings from the eliminated positions, these actions are anticipated to provide
annualized savings of approximately $300,000 per year.
8
During the third quarter of 1999, the Company incurred approximately
$344,000 of proxy contest expenses, including legal and other professional
service fees and administrative expenses associated with the Company's delayed
annual meeting of shareholders. The Company's Board of Director was re-elected
at the annual meeting on September 8, 1999.
At the annual meeting of shareholders the Board of Directors announced
that they had concluded it is in the best interests of the Company and all of
its shareholders to move promptly and aggressively to pursue all strategic
alternatives to maximize shareholder value, including a sale of the Company as a
whole or one or more sales of the Company's strategic assets.
LIQUIDITY, CAPITAL RESOURCES AND OTHER MATTERS
- ----------------------------------------------
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 September 30, 1999 exceeded its outstanding debt obligations. This
continues the trend established as of June 30, 1999, which was the first time
working capital exceeded debt obligations in over five years.
On May 20, 1999, the Company renewed its $10 million committed line of
credit, which is now available for general corporate purposes through April
2001. Borrowings under the line bear interest at the lender's overnight money
market rate plus 100 basis points. The Company has used the line to refinance,
on a long-term basis, the February 1999 redemption of the previously issued $3.8
million in convertible subordinated notes.
For the reasons explained below, the Company's Board of Directors voted
not to declare the third quarter dividend, which would have otherwise been paid
on October 1, 1999. The declaration of dividends is subject to the discretion of
the Company's Board of Directors, based on the general business conditions
encountered by the Company, as well as the financial condition, earnings and
capital requirements of the Company and other factors deemed relevant by the
Board.
The Board's decision to terminate its dividend was made in light of the
announcement made at the annual meeting of shareholders to pursue all strategic
alternatives to maximize shareholder value, including a sale of the Company as a
whole or one or more sales of the Company's strategic assets. Management
believes that the elimination of the dividend will enhance the Company's
financial flexibility as it pursues a sale of the Company.
The Company believes that the annual cash generated from operations and
funds available under its credit agreements will provide the Company with
sufficient funds and the financial flexibility to support its ongoing business,
strategic objectives and debt repayment requirements.
EARNINGS OUTLOOK
- ----------------
The Company expects results for the fourth quarter of 1999 to be
comparable to or to slightly exceed fourth quarter results of 1998 exclusive of
any non-recurring special charges that may occur.
IMPACT OF YEAR 2000
- -------------------
Considerable attention has been given to the effect of the Year 2000
(Y2K) on various computer systems. This concern stems from the inability of
certain computerized applications and devices (hardware, software and equipment)
to process dates after December 31, 1999. The Company's efforts to address the
Y2K issue have consisted of three main components; the implementation of new
management information systems, review of other internal systems and equipment,
and inquiries of external trading partners (key licensees, customers, suppliers,
and service providers).
9
The Company's implementation of its new management information systems
has been divided into two phases. One phase of the project has been the
installation and continued integration of the Company's production management
system. This phase of the project, which is not critical to the Company's Y2K
capabilities, has been slowed as a result of the Company's decision to seek a
sale of the Company in whole or in parts. The second phase relates to the
implementation of newly acquired software which the Company will use to run its
daily financial operations beyond December 31, 1999. Implementation of this
software package is scheduled to be completed by December 1, 1999.
Project expenditures relating to the new management information systems
of approximately $1.8 million have been capitalized under the provisions of the
AICPA's Statement of Position 98-1 and will be amortized to expense over the
expected useful life. The Company expects to incur an additional $150,000 in
1999, and approximately $400,000 in total to complete these projects.
The Company has also reviewed other internal systems and equipment to
assess their exposure to the Y2K issue. Most of the Company's plant and office
equipment is mechanical in nature and therefore is not subject to the Y2K issue.
At this time, all identified issues have been resolved without material cost,
however, no guarantee can be made that subsequent problems will not be
identified which will require material costs to remedy. The Company will develop
remedies and contingent plans to address any future problems when, and if, they
are identified.
Finally, the Company made inquiries with its significant external
trading partners to assess their readiness to the Y2K issue. Such inquiries have
resulted in the collection and appraisal of voluntary statements made by
external parties with limited opportunity for independent factual verification.
Although the Company has undertaken reasonable efforts to determine the
readiness of its trading partners, no assurance can be given to the validity or
reliability of information obtained. During the remainder of the year, the
Company will develop initial contingency plans to address the potential failure
of its key trading partners to be Y2K compliant. Management believes, based on
past experience, that it could locate suitable replacements if any partners were
lost due to Y2K issues. However, the Company can not reliably predict the
readiness of all of its partners (as well as the readiness of their respective
external trading partners) and as such, the Company could be affected by the
disruption of other business interests outside of the Company's control.
The Company believes its approach to the Y2K issue is adequate to
maintain the continuation of its business operations with limited financial or
operational impact. However, the Y2K issue has many aspects and potential
consequences, some of which may not be reasonably anticipated, and there can be
no assurance that unforeseen consequences will not arise.
FORWARD LOOKING STATEMENTS
- --------------------------
Statements contained in this Report on Form 10-Q regarding the
Company's future plans and expected performance are forward looking statements
within the meaning of federal securities laws and are based upon management's
current expectations and beliefs about future events and their effect upon
Eskimo Pie Corporation. There can be no assurance that future developments will
mirror those currently anticipated by management. These forward looking
statements involve risks and uncertainties including but not limited to, the
level of consumer interests in the Company's products, product costing, the
weather, performance of the Company's management team, the Company's
relationships with its licensees and licensors, the highly competitive nature of
the frozen dessert market, as well as government regulation and the Y2K issue.
The 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.
10
PART II, OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) At the Company's Annual Meeting of Shareholders held on
September 8, 1999, 2,847,847 of the Company's 3,462,850 shares
were present in person or by proxy and entitled to vote, which
constituted a quorum.
(b) At the Annual Meeting, the following nominees were elected to
serve until the 2000 Annual Meeting having received the
following vote:
BROKER
FOR ABSTAIN NON-VOTES
--- ------- ---------
Arnold H. Dreyfuss 1,543,263 268,822 0
Wilson H. Flohr, Jr. 1,770,705 41,380 0
F. Claiborne Johnston, Jr. 1,771,705 40,380 0
David B. Kewer 1,771,805 40,280 0
Daniel J. Ludeman 1,770,803 41,282 0
Judith B. McBee 1,771,403 40,682 0
Robert C. Sledd 1,771,803 40,282 0
Other nominees not elected received the following vote:
Michael Serruya 1,029,963 5,799 0
Aaron Serruya 1,029,963 5,799 0
David Prussky 1,029,963 5,799 0
David M. Smith 1,029,963 5,799 0
David J. Stein 1,029,963 5,799 0
Benjamin Raphan 1,029,963 5,799 0
Edward Obadiah 1,029,963 5,799 0
(c) At the Annual Meeting, designation of Ernst & Young LLP as
auditors for the Company was ratified, having received the
following vote:
FOR 1,553,354
AGAINST 25,191
ABSTAIN 233,540
BROKER NON-VOTES 0
(d) At the Annual Meeting, shareholders voted on a shareholder
proposal to add a new Section 14 to Article III of the Company's
Bylaws, as follows:
14. Shareholder Instructions. The Board of
Directors, in exercising its rights and duties with
respect to the administration of the Shareholder
Rights Agreement, dated January 21, 1993, between
this corporation and Mellon Securities Trust Company,
as rights agent (the "Rights Agreement") and any
rights, options or warrants for the purchase of
shares of Eskimo or other instrument of a similar
11
type or kind, will carry out a resolution authorizing
the partial or complete redemption of, or amendment
to, the Rights Agreement, if such resolution is
authorized and approved by the affirmative vote of
shareholders owning or having the right to vote a
majority of the capital stock of Eskimo. The
provisions of this Section 14 may be repealed or
amended only with the affirmative vote of holders of
owning or having the right to vote a majority of the
shares of this corporation entitled to vote thereon.
This shareholder proposal was ratified, having received the
following vote:
FOR 1,503,729
AGAINST 1,321,794
ABSTAIN 8,347
BROKER NON-VOTES 0
(e) At the Annual Meeting, shareholders voted on a shareholder
proposal to amend Section 3 of Article II of the Company's
Bylaws to allow persons holding at least 15% of the capital
stock of the Company to call a special meeting of shareholders.
This shareholder proposal was not ratified, having received the
following vote:
FOR 462,755
AGAINST 1,329,099
ABSTAIN 6,254
BROKER NON-VOTES 0
Item 5. Other Information
(a) At the Annual Meeting of Shareholders, held on September 8,
1999, the Board of Directors announced that it had concluded
that it is in the best interests of the Company and all of its
shareholders to move promptly and aggressively to pursue all
strategic alternatives to maximize shareholder value, including
a sale of the Company as a whole or one or more sales of the
Company's strategic assets. A copy of a resolution adopted by
the Board of Directors on that date to this effect is included
as Exhibit 99.1 to this Report on Form 10-Q.
(b) In connection with the Board of Directors' decision to seek a
sale of the Company, it has undertaken to restructure its
overall severance program for both salaried and hourly
employees, with the goal of providing incentives for key
employees to continue their employment with the Company during
the period of transition. By undertaking this restructuring of
the Company's overall severance program, the Company aims to
keep its employees focused on managing the ongoing business and
executing the sale of the Company. The restructured severance
programs are no more expensive, and in some cases, less costly
to the Company, than the programs they replace.
(c) As previously announced, during the proxy contest in which the
Company was engaged in connection with the delayed Annual
Meeting, held on September 8, 1999, Shamrock Farms Company, an
affiliate of one of the Company's licensees, acquired an
approximate 14.9% interest in the Company through private
transactions negotiated with three institutional investors.
Prior to entering into these purchases, Shamrock Farms Company
made a request to the Company's Board of Directors to approve,
under the Virginia Affiliated Transactions Act, the acquisition
of more than 10% of the Company's common stock. The Company's
Board granted approval on September 3, 1999, for Shamrock Farms
Company to acquire up to a 20% stock interest in the Company.
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Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
3.2 Amended and Restated Bylaws, amended through September 8,
1999, filed herewith.
27. Financial Data Schedules, filed herewith.
99.1 Board Resolution, adopted September 8, 1999, filed
herewith.
(b) Reports on Form 8-K:
Current report on Form 8-K dated August 23, 1999-Item 5, to file
the Company's press release announcing the receipt of a proposal
from a private investor to purchase 100% of the outstanding
capital stock of the Company for cash.
Current report on Form 8-K dated August 25, 1999-Item 5, to file
the Company's press release announcing that the Company signed a
non-binding letter of intent to sell the assets of its Flavors
Division. (The Company announced on October 4, 1999 the
termination of these negotiations to sell its Flavors Division.)
Current report on Form 8-K dated September 8, 1999-Item 5, to
file the Company's press release announcing the results of the
annual meeting of shareholders held on September 8, 1999.
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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 thereunto duly authorized.
ESKIMO PIE CORPORATION
Date: November 10, 1999 By /s/ David B. Kewer
---------------------------------
David B. Kewer
President and Chief Executive
Officer
Date: November 10, 1999 By /s/ Thomas M. Mishoe, Jr.
---------------------------------
Thomas M. Mishoe, Jr.
Chief Financial Officer, Vice
President, Treasurer and
Corporate Secretary
Date: November 10, 1999 By /s/ Kathryn L. Tyler
---------------------------------
Kathryn L. Tyler
Controller
14