-----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, M4OQ3TLphJi/T5gaTcUJm1cBc0WiYR9VBESyC9fMD6LJXhkEcwfhvSlu7CBXY5rG 0G4iByviz5Yn9eEILHTnNg== 0001104659-07-041017.txt : 20070517 0001104659-07-041017.hdr.sgml : 20070517 20070517144929 ACCESSION NUMBER: 0001104659-07-041017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070517 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070517 DATE AS OF CHANGE: 20070517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INVENTURE GROUP, INC. CENTRAL INDEX KEY: 0000944508 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 860786101 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14556 FILM NUMBER: 07860924 BUSINESS ADDRESS: STREET 1: 3500 S LA COMETA DR CITY: GOODYEAR STATE: AZ ZIP: 85338 BUSINESS PHONE: 6239326200 MAIL ADDRESS: STREET 1: 3500 S LA COMETA DR CITY: GOODYEAR STATE: AZ ZIP: 85338 FORMER COMPANY: FORMER CONFORMED NAME: POORE BROTHERS INC DATE OF NAME CHANGE: 19960926 8-K 1 a07-14637_18k.htm 8-K

 

 

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)    May 17, 2007

The Inventure Group, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-14556

 

86-0786101

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

 

 

5050 N. 40th St., Suite 300, Phoenix, AZ

 

85018

 

 

(Address of principal executive offices)

 

(Zip Code)

 

 

 

 

 

Registrant’s telephone number, including area code (623) 932-6200

 

 

 

 

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 




Item 2.01.                                          Completion of Acquisition or Disposition of Assets.

On May 17, 2007, our wholly-owned subsidiary, Rader Farms Acquisition Corp. (“Acquisition Sub”), a Delaware corporation, completed the acquisition of substantially all of the assets used in the business of Rader Farms, Inc. (“Rader Farms”), a leading grower, processor and marketer of premium frozen blueberries, raspberries, berry mixes and other fruit products based in Lynden, Washington, pursuant to the terms of that certain Asset Purchase Agreement, dated as of May 17, 2007, by and among Acquisition Sub, Rader Farms and the shareholders of Rader Farms.  The assets include certain buildings used in the business, and we are entering into a lease with the shareholders of Rader Farms to lease the farmland and the land under the purchased buildings.

As consideration for the acquisition, our subsidiary paid an aggregate amount of $20,700,000 in cash to Rader Farms, subject to working capital adjustments, and assumed certain liabilities of Rader Farms relating to existing business contracts and leases, and accounts payable and accrued liabilities included on Rader Farms’ balance sheet as of December 31, 2006 and incurred in the ordinary course of business since such date.

Rader Farms built a diverse customer base in the grocery, foodservice and club channels.  One customer in the club channel represented approximately 60% of Rader Farms 2006 net revenue.  The Inventure Group management team met with representatives from the major customer prior to signing the Asset Purchase Agreement, believes the relationship is strong and expects revenues from this customer to continue for the foreseeable future.  However, as is customary in the industry, customer relationships are at-will.

2




 

Item 2.03.              Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

In connection with the acquisition described in Item 2.01 above (the “Acquisition”), we entered into a Loan Agreement (the “Loan Agreement”) with U.S. Bank National Association (“U.S. Bank”).  Each of our subsidiaries is a guarantor of the Loan Agreement, which is secured by a pledge of all of the assets of our consolidated group.  The borrowing capacity available to us under the Loan Agreement consists of notes representing a $15,000,000 revolving line of credit maturing on June 30, 2011, $10,000,000 of which is currently available to us, and a $6,000,000 term loan maturing on May 31, 2014.  We will pay the remainder of the purchase price for the Acquisition ($4,700,000) from our cash.  We anticipate that after closing we will secure a $4,000,000 loan with U.S. Bank, secured by a leasehold interest in the real property we are leasing from the shareholders of Rader Farms in connection with the Acquisition.  We currently plan to use the proceeds of this loan to reduce the outstanding line of credit referred to above.

All borrowings under the revolving line of credit will bear interest at either (i) the prime rate of interest announced by U.S. Bank from time to time or (ii) LIBOR, plus the LIBOR Rate Margin (as defined in the revolving credit facility note).  The term loan will bear interest at LIBOR, plus the LIBOR Rate Margin (as defined in the term loan note).  As is customary in such financings, U.S. Bank may terminate its commitments and accelerate the repayment of amounts outstanding and exercise other remedies upon the occurrence of an event of default (as defined in the Loan Agreement), subject, in certain instances, to the expiration of an applicable cure period.

Item 7.01               Regulation FD Disclosure.

On May 17, 2007, we filed a press release titled "The Inventure Group Acquires Rader Farms".  A copy of this press release is attached to this Current Report as Exhibit 99.1.

Item 9.01               Financial Statements and Exhibits.

(a)                                  Financial Statements of Business Acquired.

We will file the required financial statements of Rader Farms by amendment to this Current Report on or before July 31, 2007.

(b)                                 Pro Forma Financial Information.

We will file the required pro forma financial information by amendment to this Current Report on or before July 31, 2007.

(d)           Exhibits.

 

Exhibit No.

 

Description of Exhibit

 

99.1

 

Press Release Announcing Rader Farms Acquisition

 

3




 

SIGNATURE

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.

 

 

The Inventure Group, Inc.

 

 

 

 

(Registrant)

 

 

 

 

 

 

 

Date May 17, 2007

 

 

 

 

 

 

/s/ Steve Weinberger

 

 

 

 

(Signature)

 

 

 

 

 

 

 

 

 

Steve Weinberger

 

 

 

 

Chief Financial Officer

 

 

 

 

4



EX-99.1 2 a07-14637_1ex99d1.htm EX-99.1

Exhibit 99.1

 

The Inventure Group Acquires Rader Farms

PHOENIX, Ariz. May 17, 2007 — The Inventure Group, Inc. (Nasdaq: SNAK) today announced the Company has acquired substantially all of the assets of Rader Farms, Inc. (www.raderfarms.com), a leading grower, processor and marketer of premium frozen blueberries, raspberries, berry blends and other fruit products based in Lynden, Washington, for approximately $21 million in cash.

The acquisition provides The Inventure Group access to a growing specialty food category with a best-in-class business that generated approximately $27 million in 2006 net revenues.  Rader Farms is expected to benefit from the Inventure Group’s extensive customer relationships, operational knowledge, and management and board experience in the frozen food segment.

“Rader Farms provides The Inventure Group an exciting new growth platform in a specialty food category with compelling growth potential based on shifting consumer eating habits and health trends,” commented Mr. Eric Kufel, President and CEO of The Inventure Group.  “Our vision for the Company is to build a diverse lineup of specialty better-for you, natural/organic and indulgent food brands that meet evolving consumer needs. The addition of Rader Farms is a major step forward for the Company as we begin to diversify our brand and product mix to include natural and better-for-you brands in a variety of specialty food categories.”

“This is a major step forward for our company,” commented Brad Rader, General Manager of Rader Farms.  “We have grown dramatically over the past five years and look forward to further growth by continuing to provide consumers the highest quality frozen berries possible and supporting our customers with world-class service.  The Inventure Groups’ financial and IT resources and infrastructure, as well as their customer service, supply chain and manufacturing experience will help us better serve our customers and support their growth initiatives.”

Why enter the frozen fruit category?

Frozen fruit met all of The Inventure Group’s criteria for entering a new category, including strong likelihood of long-term category growth due to shifting consumer eating habits and health trends, category scale appropriate in size for the Inventure Group and category competitive dynamics that allow the Company to better leverage its organizational and manufacturing competencies as well as its extensive customer penetration.

The frozen fruit category is a growing specialty food segment with total U.S. food, drug and mass merchandiser category sales up 8.4% to $347 million for the 52 week period ended February 24, 2007.  Frozen berries and berry blends are two of the fastest growing segments in the frozen fruit category, with growth rates in excess of the category rate.

According to the Produce for Better Health Foundation, fruit consumption increases as consumers age.  The current demographic trend of aging baby-boomers, combined with the well publicized health benefits of blueberries and raspberries, as well as shifting eating habits toward healthier meals and snacking are expected to result in continued frozen fruit category growth, especially amongst berries with strong health benefits.




 

The frozen fruit category possesses many similarities to the Inventure Group’s current potato chip business.  The Inventure Group has extensive experience working with farmers to grow and procure potatoes throughout the western United States, processing them into fried snacks compared to flash freezing frozen fruit, then packaging finished products with identical packaging machines and then selling and shipping products to retailers in nearly identical manners.

The Inventure Group management team and board have extensive experience in frozen food and fruit, including management experience with brands such as Minute Maid and Tropicana frozen and fresh juices, fresh Del Monte fruit and Haagen-Dazs Ice Cream.

Why Rader Farms?

The Inventure Group sought out acquisition candidates capable of becoming growth platforms in new better-for-you and natural/organic specialty food categories.  Acquisition criteria included talented management, growth potential, strong track record of revenue and profit growth, immediately accretive earnings, best-in-class branding and quality and proprietary intellectual capital.  Rader Farms met all the criteria as their strong track record of growth, talented management and six decades of experience growing and producing premium product quality berries combined to create a compelling new growth platform for the Inventure Group.

Family operated since 1941, Rader Farms possesses proprietary intellectual capital in berry farming and processing.  Brad Rader, who will lead the business as its General Manager, along with parents Lyle and Sue Rader, transformed Rader Farms’ berry farming operation into one of the leading vertically integrated growers, processors and marketers of premium branded and private label IQF (individual quick frozen) berries and berry blends in the United States.

Financial impact

The purchase price of approximately $21 million will be funded by debt and existing cash.  The transaction is expected to result in immediately accretive earnings.

A conference call to discuss this acquisition in further detail will be held today, May 17 at 4:00pm EST.  A slide presentation will also be available as supporting documentation.  Any investor or interested individual can listen to the teleconference. To participate, please call toll-free 800-395-0708 approximately five minutes prior to the indicated start time.  Participants will be able to simultaneously view the slides during the call.  To view the supporting slides while listening to the call, please log on to www.inventuregroup.net and click on the investors’ home page.  The slide presentation will be available 10 minutes prior to the start time of the conference call.

Approximately two hours after the live presentation, a webcast will be completed and posted for replay at www.inventuregroup.net.  This presentation will be available for one year following the presentation date.

About The Inventure Group, Inc.

With facilities in Indiana and Arizona, The Inventure Group is a marketer and manufacturer of Intensely Different™ better-for-you, natural/organic and indulgent specialty food brands under a variety of owned or licensed brand names, including T.G.I. Friday’s®, Rader Farms®, Poore Brothers®, Boulder Canyon Natural Foods™, Tato Skins® and Bob’s Texas Style®. For further information about The Inventure Group or this release, please contact Steve Weinberger, Chief Financial Officer, at (623) 932-6200, or logon to http://www.inventuregroup.net.

2




 

Statements contained in this press release that are not historical facts are forward looking  statements as that term is defined in the Private Securities Litigation Reform Act of 1995.  Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.  Factors that may cause actual results to differ from the forward-looking statements contained in this press release and that may affect the Company’s prospects in general include, but are not limited to, the potential need for additional financing; acquisition-related risks, including integration of operations, diversion of management’s time and attention, unanticipated expenditures and continuation of relationships with significant customers; significant competition; customer acceptance of new products; dependence upon major customers; dependence upon existing and future license agreements; general risks related to the food products industry; and such other factors as are described in the Company’s filings with the Securities and Exchange Commission.

 

3



-----END PRIVACY-ENHANCED MESSAGE-----