0001104659-13-071775.txt : 20130924 0001104659-13-071775.hdr.sgml : 20130924 20130924083047 ACCESSION NUMBER: 0001104659-13-071775 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130924 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130924 DATE AS OF CHANGE: 20130924 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INVENTURE FOODS, INC. CENTRAL INDEX KEY: 0000944508 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 860786101 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14556 FILM NUMBER: 131111136 BUSINESS ADDRESS: STREET 1: 5415 EAST HIGH STREET STREET 2: SUITE 350 CITY: PHOENIX STATE: AZ ZIP: 85054 BUSINESS PHONE: 6239326200 MAIL ADDRESS: STREET 1: 5415 EAST HIGH STREET STREET 2: SUITE 350 CITY: PHOENIX STATE: AZ ZIP: 85054 FORMER COMPANY: FORMER CONFORMED NAME: INVENTURE GROUP, INC. DATE OF NAME CHANGE: 20060526 FORMER COMPANY: FORMER CONFORMED NAME: POORE BROTHERS INC DATE OF NAME CHANGE: 19960926 8-K 1 a13-21172_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)    September 24, 2013

 

Inventure Foods, 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.)

 

5415 E. High St., Suite 350, Phoenix, AZ

 

85054

(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 8.01 Other Events

 

On September 24, 2013, Inventure Foods, Inc. (“Inventure”) announced it has signed a letter of intent to purchase substantially all of the assets of Fresh Frozen Foods, LLC, a frozen vegetable processor.  The letter of intent, which is non-binding except for confidentiality and no-shop provisions, contemplates a purchase price of $38 million at closing, plus deferred consideration in the form of an earn-out of up to $3 million based on 2014 performance, subject to certain closing and post-closing purchase price adjustments.  The transaction remains subject to completion of due diligence, agreement on a definitive purchase agreement and other customary closing conditions.  The parties anticipate that definitive documents will be signed and closed on or about November 1, 2013.  Inventure will fund the purchase price from a new senior syndicated credit facility that will be funded prior to closing.

 

This report, and the press release attached hereto as Exhibit 99.1 contain forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, including statements regarding Inventure’s prospects for timely consummating its transaction with Fresh Frozen Foods, LLC, Fresh Frozen Foods’ business and current and future prospects, synergies relating to the transaction, and the potential accretive effect of the transaction on Inventure’s earnings, all of which involve risks and uncertainties.  Actual results could differ materially from those discussed.  Factors that could cause or contribute to such differences include the results of due diligence investigations, negotiations between Inventure and Fresh Frozen Foods, Inventure’s ability to timely fund its new senior credit facility in an amount sufficient to finance the transaction, and other factors discussed in the Company’s filings with the Securities and Exchange Commission.  All forward-looking statements are based on information available to the Company as of the date of this news release, and the Company assumes no obligation to update such statements.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit 99.1 Press release dated September 24, 2013.

 

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.

 

 

 

Inventure Foods, Inc.

 

 

(Registrant)

 

 

 

Date:

September 24, 2013

 

 

 

 

/s/ Steve Weinberger

 

 

Steve Weinberger

 

 

Chief Financial Officer

 

2


EX-99.1 2 a13-21172_1ex99d1.htm EX-99.1

Exhibit 99.1

 

GRAPHIC

 

FOR IMMEDIATE RELEASE

 

Inventure Foods Signs Letter of Intent to Acquire Fresh Frozen Foods, LLC,

a Frozen Vegetable Processor

 

PHOENIX — Sept. 24, 2013 — Inventure Foods, Inc. (Nasdaq: SNAK) (“Inventure”), a leading specialty food marketer and manufacturer, today announced it has signed a letter of intent to purchase substantially all of the assets of Fresh Frozen Foods, LLC (“Fresh Frozen”), a branded frozen vegetable processor.  Based in Jefferson, Georgia, Fresh Frozen is a full-service processor and supplier of more than 60 varieties of frozen vegetables and fruits to retail outlets throughout the Southeast United States and the Caribbean Islands.  Fresh Frozen reported gross revenues of over $60 million during the most recent 12 month period.

 

The letter of intent, which is non-binding except for confidentiality and no-shop provisions, contemplates a purchase price of $38 million at closing, plus deferred consideration in the form of an earn-out of up to $3 million based on 2014 performance, subject to certain closing and post-closing purchase price adjustments.  The transaction remains subject to completion of due diligence, agreement on a definitive purchase agreement and other customary closing conditions.  The parties anticipate that definitive documents will be signed and closed on or about November 1, 2013.  Inventure will fund the purchase price from a new senior syndicated credit facility that will be funded prior to closing.  Wedbush Securities is acting as financial advisor to Inventure Foods on the transaction.  The transaction, if consummated, is anticipated to be immediately accretive to earnings.

 

Bill Griffin, President of Fresh Frozen, stated, “Our family business has achieved great consumer awareness of our brand, our clear bags, and our “Quality You Can See…And Taste” tagline.  Fresh Frozen has established a very strong market position in the Southeast.  Inventure is well positioned to help us meet growing demand, increase our footprint into more doors beyond the region, and expand our product offerings to existing retail markets, food service distributors, and industrial customers.  I look forward to working together with the Inventure team to continue to grow our businesses.”

 

“This acquisition allows Inventure to add uniquely positioned frozen vegetables to our healthy/natural portfolio for the first time, while also expanding our IQF processing capabilities for fruits and vegetables in a new geographic region,” said Terry McDaniel, Chief Executive Officer of Inventure Foods, Inc.  “Fresh Frozen has reported 15% average annual revenue growth over the last 3 years.  Frozen vegetables are a $4.6 billion category and the Company continues to perform well in the category with a year-over-year increase of over 15% for the last 12 weeks, according to recent IRI data.  The unique location of Fresh Frozen’s processing facility in Thomasville, Georgia will provide year-round freezing operations, which increases our geographic footprint.  Additionally, both Fresh Frozen operations allow us to leverage our business and support future growth.”

 

Larry Polhill, Inventure Foods Chairman emeritus, concluded: “This transaction provides an exciting opportunity for Inventure to further expand its healthy/natural category of products, and supports the Company’s successful track record of creating shareholder value through organic growth and growth through acquisition.”

 

About Inventure Foods, Inc.

 

With manufacturing facilities in Arizona, Indiana, Washington and Oregon, Inventure Foods, Inc. (Nasdaq: SNAK) is a marketer and manufacturer of specialty food brands in better-for-you and indulgent categories under a variety of Company owned and licensed brand names, including Boulder Canyon Natural Foods®, Jamba®, Seattle’s Best Coffee®, Rader Farms®, T.G.I. Friday’s®, Nathan’s Famous®, Vidalia Brands®, Poore Brothers®, Tato Skins®, Willamette Valley Fruit CompanyTM and Bob’s Texas Style®.  For further information about Inventure Foods, please visit www.inventurefoods.com.

 



 

About Fresh Frozen Foods, LLC

 

Founded as a family owned and operated business in Jefferson, Georgia in 1975, Fresh Frozen Foods is a full service processor and supplier of more than 60 varieties of IQF vegetables and fruits to retail outlets throughout the Southeast United States and the Caribbean Islands.  In addition to a bulk packaging facility in Jefferson, Georgia, the business has a processing facility in Thomasville, Georgia.  For more information on Fresh Frozen Foods, please visit www.freshfrozenfoods.com.

 

This announcement contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, including statements regarding Inventure’s prospects for timely consummating its transaction with Fresh Frozen Foods, LLC, Fresh Frozen Foods’ business and current and future prospects, synergies relating to the transaction, and the potential accretive effect of the transaction on Inventure’s earnings, all of which involve risks and uncertainties.  Actual results could differ materially from those discussed.  Factors that could cause or contribute to such differences include the results of due diligence investigations, negotiations between Inventure and Fresh Frozen Foods, Inventure’s ability to timely fund its new senior credit facility in an amount sufficient to finance the transaction, and other factors discussed in the Company’s filings with the Securities and Exchange Commission.  All forward-looking statements are based on information available to the Company as of the date of this news release, and the Company assumes no obligation to update such statements.

 


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