-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HkPLSX16Ytiu/5bkYQHiv84DYCpODUjhqhijiis35MjpgN0j9KvNUeDIwhjAVPYk JCCf5fqqHm+rbyjFaotp8w== 0000950123-03-006117.txt : 20030515 0000950123-03-006117.hdr.sgml : 20030515 20030515163605 ACCESSION NUMBER: 0000950123-03-006117 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030515 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TWINLAB CORP CENTRAL INDEX KEY: 0001015868 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 113317986 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21003 FILM NUMBER: 03705327 BUSINESS ADDRESS: STREET 1: 150 MOTOR PARKWAY CITY: HAUPPAUGE STATE: NY ZIP: 11778 BUSINESS PHONE: 5164673140 MAIL ADDRESS: STREET 1: 150 MOTOR PARKWAY CITY: HAUPPAUGE STATE: NY ZIP: 11778 FORMER COMPANY: FORMER CONFORMED NAME: TLG LABORATORIES HOLDING CORP DATE OF NAME CHANGE: 19960603 8-K 1 y86462e8vk.txt TWINLAB CORPORATION 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): May 15, 2003 Twinlab Corporation (Exact Name of Registrant as Specified in Charter) Delaware 0-21003 11-3317986 -------- ------- ---------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 150 Motor Parkway, Suite 210 Hauppauge, New York 11788 (Address of Principal Executive Offices) -------------------- (631) 467-3140 (Registrant's telephone number, including area code) -------------------- ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 99.1 Press release of Twinlab Corporation (the "Company") dated May 15, 2003, reporting the Company's first quarter 2003 results. ITEM 9. Regulation FD Disclosure In accordance with Securities and Exchange Commission Release No. 33-8216, the following information, which is intended to be furnished under Item 12, "Results of Operations and Financial Condition" is being furnished under this Item 9, "Regulation FD Disclosure." This information shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly set forth by specific reference in such filing. On May 15, 2003, Twinlab Corporation reported financial results for the three months ended March 31, 2003. A copy of the Company's press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. -2- 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. Date: May 15, 2003 TWINLAB CORPORATION (registrant) By: /s/ Ross Blechman ------------------------------------- Name: Ross Blechman Its: Chairman of the Board, Chief Executive Officer and President -3- EXHIBIT INDEX Exhibit No. Description 99.1 Press release of Twinlab Corporation dated May 15, 2003, reporting the Company's first quarter 2003 results. -4- EX-99.1 3 y86462exv99w1.txt PRESS RELEASE TWINLAB CORPORATION REPORTS FIRST QUARTER 2003 RESULTS CONTACT: Bill Rizzardi Twinlab (631) 761-7111 HAUPPAUGE, N.Y., May 15, 2003 -- Twinlab Corporation (OTCBB: TWLB) today announced its results for the quarter ended March 31, 2003. The Company incurred a net loss of $(3.7) million or $(0.13) per share for the first quarter of 2003, versus net income of $3.7 million or $0.13 per share for the first quarter of last year. The net loss for the quarter ended March 31, 2003 includes restructuring charges of $1.0 million relating to the facilities consolidation and a gain on the sale of the assets of Bronson Laboratories, Inc. of $0.8 million. Net income for the first quarter of last year included a Federal income tax benefit of $6.9 million. First quarter net sales were $37.7 million compared to $45.5 million in the comparable quarter last year. Ross Blechman, Twinlab's Chairman, President and Chief Executive Officer stated, "Year over year net sales reflect the negative impact of our previously announced decision to discontinue the sale of products containing ephedra, the sale of Health Factors International, Inc. and the effect of product rationalizations initiated during 2002. Our operating results reflect our continued investment in marketing and advertising programs with spending up $1.0 million versus last year's comparable quarter and over $2.0 million versus the fourth quarter of 2002. With the facilities consolidation and related charges essentially behind us, we are now focused on reorganizing our sales organization which, in conjunction with increased marketing and advertising expenditures, reflect our investments to increase sales." Borrowings under the Revolving Credit Facility are due within 12 months. In addition, the Company does not currently anticipate being in compliance with certain financial covenants contained in the mortgage agreement relating to the Utah facility. Accordingly, the Company has classified these borrowings as current liabilities. The Company is curently in negotiations to amend the mortgage agreement and plans to initiate negotiations to extend the term of the Revolving Credit Facility or to enter into an alternative borrowing arrangement. The Company's ability to meet its borrowing obligations, fund required capital expenditures and pursue its business strategy is dependent upon (i) the ability to successfully amend the mortgage agreement, (ii) the ability to extend the term of the Revolving Credit Facility or enter into an alternative borrowing arrangement, (iii) the absence of any material judgments against the Company in connection with litigation matters that are not covered by insurance and (iv) the successful implementation of its business plan. However, there can be no assurance that these activities will be successful, in which case, the Company will be required to initiate additional cost reductions or take other actions to enable the Company to continue its operations. Twinlab Corporation, headquartered in Hauppauge, N.Y., is a leading manufacturer and marketer of high quality, science-based, nutritional supplements, including a complete line of vitamins, minerals, nutraceuticals, herbs and sports nutrition products. EXCEPT FOR HISTORICAL INFORMATION CONTAINED HEREIN, THIS RELEASE CONTAINS, WITHIN THE MEANING OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, FORWARD-LOOKING STATEMENTS THAT ARE BASED ON MANAGEMENT'S BELIEFS AND ASSUMPTIONS, CURRENT EXPECTATIONS, ESTIMATES AND PROJECTIONS. MANY OF THE FACTORS THAT WILL DETERMINE THE COMPANY'S FINANCIAL RESULTS ARE BEYOND THE ABILITY OF THE COMPANY TO CONTROL OR PREDICT. THESE STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES AND THEREFORE ACTUAL RESULTS MAY DIFFER MATERIALLY. THE COMPANY DISCLAIMS ANY OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENTS WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS, OR OTHERWISE. IMPORTANT FACTORS AND RISKS THAT MAY AFFECT FUTURE RESULTS INCLUDE BUT ARE NOT LIMITED TO: (I) THE IMPACT OF COMPETITIVE PRODUCTS; (II) CHANGES IN LAW AND REGULATIONS; (III) ADEQUACY AND AVAILABILITY OF INSURANCE COVERAGE; (IV) LIMITATIONS ON FUTURE FINANCING; (V) INCREASES IN THE COST OF BORROWINGS AND UNAVAILABILITY OF DEBT OR EQUITY CAPITAL; (VI) THE EFFECT OF ADVERSE PUBLICITY REGARDING NUTRITIONAL SUPPLEMENTS; (VII) UNCERTAINTIES RELATING TO ACQUISITIONS; (VIII) THE INABILITY OF THE COMPANY TO GAIN AND/OR HOLD MARKET SHARE; (IX) EXPOSURE TO AND EXPENSE OF RESOLVING AND DEFENDING PRODUCT LIABILITY CLAIMS AND OTHER LITIGATION; (X) CONSUMER ACCEPTANCE OF THE COMPANY'S PRODUCTS; (XI) MANAGING AND MAINTAINING GROWTH; (XII) CUSTOMER DEMANDS; (XIII) THE INABILITY TO ACHIEVE COST SAVINGS AND OPERATIONAL EFFICIENCIES FROM THE CONSOLIDATION OF THE MANUFACTURING AND DISTRIBUTION FACILITIES; (XIV) DEPENDENCE ON INDIVIDUAL PRODUCTS; (XV) DEPENDENCE ON INDIVIDUAL CUSTOMERS, (XVI) MARKET AND INDUSTRY CONDITIONS INCLUDING PRICING, DEMAND FOR PRODUCTS, LEVELS OF TRADE INVENTORIES AND RAW MATERIALS AVAILABILITY, (XVII) THE SUCCESS OF PRODUCT DEVELOPMENT AND NEW PRODUCT INTRODUCTIONS INTO THE MARKETPLACE INCLUDING THE COMPANY'S LINE OF EPHEDRA-FREE PRODUCTS; (XVIII) LACK OF AVAILABLE PRODUCT LIABILITY INSURANCE FOR EPHEDRA-CONTAINING PRODUCTS; (XIX) SLOW OR NEGATIVE GROWTH IN THE NUTRITIONAL SUPPLEMENT INDUSTRY; (XX) THE DEPARTURE OF KEY MEMBERS OF MANAGEMENT; (XXI) THE ABSENCE OF CLINICAL TRIALS FOR MANY OF THE COMPANY'S PRODUCTS; (XXII) THE ABILITY OF THE COMPANY TO EFFICIENTLY MANUFACTURE ITS PRODUCTS; AS WELL AS OTHER RISKS AND UNCERTAINTIES THAT ARE DESCRIBED FROM TIME TO TIME IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, COPIES OF WHICH ARE AVAILABLE UPON REQUEST FROM THE COMPANY'S INVESTOR RELATIONS DEPARTMENT. ADDITIONAL TWINLAB INFORMATION IS AVAILABLE ON THE WORLD WIDE WEB AT: HTTP://WWW.TWINLAB.COM (TABLES TO FOLLOW) TWINLAB CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
- ------------------------------------------------------------------------------------------------- March 31, 2003 December 31, 2002 -------------- ----------------- (unaudited) Assets Current Assets: Cash and cash equivalents $ -- $ -- Accounts receivable, net 23,972 20,545 Inventories 28,453 29,254 Prepaid expenses and other current assets 3,548 1,853 Assets held for sale 3,183 -- Assets of discontinued operations -- 6,370 -------- -------- Total current assets 59,156 58,022 Property, Plant and Equipment, net 29,784 34,019 Other Assets 4,423 5,136 --------- --------- TOTAL $ 93,363 $ 97,177 ========= ========= Liabilities and Shareholders' Deficit Current Liabilities: Current portion of long-term debt $ 30,534 $ 6,565 Accounts payable 19,008 16,132 Accrued expenses and other current liabilities 18,469 21,156 --------- --------- Total current liabilities 68,011 43,853 Long-Term Debt, less current portion 40,090 64,451 --------- --------- Total liabilities 108,101 108,304 Shareholders' Deficit (14,738) (11,127) --------- --------- TOTAL $ 93,363 $ 97,177 ========= =========
TWINLAB CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands except per share amounts)
- ------------------------------------------------------------------------------------------- Three Months Ended March 31, 2003 2002 (unaudited) Net Sales $ 37,718 $ 45,457 Cost of Sales 23,589 28,998 -------- -------- Gross Profit 14,129 16,459 Operating Expenses 16,426 17,904 Restructuring Charges 959 - -------- -------- Loss from Operations (3,256) (1,445) -------- -------- Other (Expense) Income: Interest expense, net (2,096) (1,973) Other (14) 28 -------- -------- (2,110) (1,945) -------- -------- Loss from Continuing Operations before Income Taxes (5,366) (3,390) Benefit from Income Taxes -- (6,911) -------- -------- (Loss) Income from Continuing Operations (5,366) 3,521 -------- -------- Discontinued Operations: Income from discontinued operations 890 216 Gain on disposal of subsidiary 752 -- -------- -------- 1,642 216 -------- -------- Net (Loss) Income $ (3,724) $ 3,737 ======== ======== Basic and Diluted (Loss) Income Per Share: (Loss) Income from continuing operations $ (0.19) $ 0.12 Income from discontinued operations 0.06 0.01 -------- -------- Net (loss) income $ (0.13) $ 0.13 ======== ======== Basic and diluted weighted average shares outstanding 29,162 28,941 ======== ========
TWINLAB CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
- ------------------------------------------------------------------------------------------------- Three Months Ended March 31, 2003 2002 (unaudited) Net (loss) income $(3,724) $ 3,737 Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Non-cash adjustments 48 3,182 Changes in operating assets and liabilities (1,152) (2,670) ------- ------- Net cash (used in) provided by operating activities (4,828) 4,249 Net cash provided by (used in) investing activities 5,220 (10) Net repayment of debt and payment of debt issuance costs (392) (4,239) ------- ------- Net change in cash and cash equivalents -- -- Cash and cash equivalents at beginning of period -- -- ------- ------- Cash and cash equivalents at end of period $ -- $ -- ======= =======
-----END PRIVACY-ENHANCED MESSAGE-----