Tender-Offer Solicitation/Recommendation Statement — Schedule 14D-9
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14D9 Tender-Offer Solicitation/Recommendation Statement 42 218K
2: EX-99.(A)(1)(J) Nov. 6, 2001 Press Release Issued by Odwalla, 3 22K
Inc.
3: EX-99.(A)(2) Letter to Shareholders 2± 8K
EX-99.(A)(1)(J) — Nov. 6, 2001 Press Release Issued by Odwalla, Inc.
| EX-99.(A)(1)(J) | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
EXHIBIT (a)(1)(J)
ODWALLA'S FOURTH QUARTER AND ANNUAL RESULTS
(HALF MOON BAY, CALIF., NOVEMBER 6, 2001) -- Odwalla, Inc. (NASDAQ: ODWA)
today announced financial results for its thirteen-week fourth quarter ended
September 1, 2001. Fourth quarter net sales were $30.6 million, a 1% increase
over the same quarter in the prior year on a thirteen-week comparative basis.
Odwalla's fourth quarter of fiscal 2000 was a fourteen-week period and reported
net sales of $32.9 million.
"In the fourth quarter, we continued to maintain a strong balance sheet and
had substantial growth in EBITDA compared to the prior year," said Stephen
Williamson, Chairman and CEO. "However, our sales growth rates declined in some
parts of the country due to the slowing of the economy. Our business of
providing people with easy access to great tasting nourishment is as powerful as
ever. We look forward to the acquisition of Odwalla by The Coca-Cola Company
under the terms of the merger agreement we signed with The Coca-Cola Company
last week. The Coca-Cola Company believes in our vision, our products and our
people. We believe the acquisition will allow us to continue Odwalla's
entrepreneurial spirit and bringing our vision to more people with the support
and experience that Coca-Cola can provide."
Gross profit for the fourth quarter was 50.4% of net sales compared to
50.6% for the same period last year. The prior quarter had fourteen weeks
compared to the thirteen weeks of the current year, allowing fixed costs to be
spread over a larger sales base in the prior year. The fixed cost impact was
partially offset by improved variable costs resulting from investments made in
the Dinuba production facility.
Sales and distribution costs for the fourth quarter were 36.6% of net sales
compared to 33.4% for the same period last year. The increase reflects continued
investments in our overall sales and distribution organization, resulting
primarily from the merger with Fresh Samantha, Inc. in May 2000. The prior
quarter had fourteen weeks compared to the thirteen weeks of the current year,
allowing fixed costs to be spread over an additional week in the prior year. We
expect to continue to invest in our sales and distribution organization in
fiscal 2002.
Marketing and general and administrative expenses for the quarter were $3.5
million or 11.5% of net sales compared to $4.2 million or 12.9% of net sales for
the same period last year. The decrease results from transitional costs last
year associated with the acquisition of Fresh Samantha in May 2000, a reduction
in expenses this quarter in discretionary areas, and the impact in the prior
year of fourteen weeks of activity compared to thirteen weeks this year.
Amortization of intangible assets acquired with the Fresh Samantha merger
resulted in a $577,000 expense this quarter compared to $581,000 for the same
quarter last year.
Operating income for the quarter, excluding amortization of intangible
assets from the Fresh Samantha acquisition, was $713,000 compared to $1.4
million in the same period last year. Net income before taxes for the quarter
was $222,000 or $0.02 per basic and diluted share compared to a net income
before taxes of $843,000 or $0.08 per basic and diluted share for the same
period last year. The effective tax rate in the current year results from the
accounting for the Fresh Samantha acquisition, which was structured as a tax-
free reorganization for income tax purposes. As a result, there remains a
permanent difference between the financial accounting basis and the income tax
reporting basis of goodwill.
Net sales for fiscal 2001 were $128.3 million or 37.2% higher than the
$93.5 million of net sales last year, the increase due to the acquisition of
Fresh Samantha and the growth of Odwalla branded products. Gross profit was
51.9% compared to 49.2% last year. The increase was due primarily to the end of
the impact of the December 1998 California citrus freeze and the benefits from
the investments in the Dinuba production facility, both reflected over the past
two years.
Sales and distribution costs for fiscal 2001 were 35.5% of net sales
compared to 34.0% for last year, the increase primarily due to investment in our
organization and higher costs in our East Coast markets. Marketing and general
and administrative expenses were $15.2 million compared to $12.4 million last
year, the increase primarily due to systems infrastructure improvements and the
acquisition of Fresh Samantha. Amortization of intangible assets acquired with
the Fresh Samantha merger resulted in a $2.3 million expense for fiscal 2001
compared to $711,000 last year, reflecting the completion of the merger in May
2000. Net income, excluding the restructuring and other charges recorded in the
second quarter of this year, was $1.7 million or $0.15 per basic share and
diluted share for this year, compared to net income of $603,000 or $0.09 per
basic share and $0.08 per diluted share last year, excluding, net of tax, the
insurance settlement proceeds, the cost of converting the Series A preferred
stock and the preferred stock dividend. After considering the restructuring and
other charges and the unusual effective tax rate discussed above, the net loss
for fiscal 2001 was $434,000 or $.04 per share.
Odwalla, Inc. (NASDAQ: ODWA), the nation's leading branded super-premium
beverage company, delivers nourishment coast to coast with the Odwalla and
Samantha lines of all-natural juices, smoothies, dairy-free regular and
chocolate milk, dairy-free shakes, spring water and natural food bars. To learn
more about the Odwalla and Samantha brands, please visit us at www.odwalla.com
and at www.freshsamantha.com.
This press release contains forward-looking statements, including
statements regarding the investment in Odwalla's facilities and organization and
the completion of the transaction with The Coca-Cola Company that involve
certain risks and uncertainties. Our actual results could differ materially from
those anticipated in these forward-looking statements as a result of factors and
risks, including without limitation, those factors and risks regarding our
products, distribution and business expansion, described in documents filed
periodically with the Securities and Exchange Commission including our last
annual report on Form 10-K, filed in November 2000, and changes in economic
and political conditions. The annual report and other documents
| EX-99.(A)(1)(J) | Last Page of 3 | TOC | 1st | Previous | Next | ↓Bottom | Just 3rd |
|---|
contain and identify important factors that could cause the actual results to
differ materially from those contained in our projections or forward-looking
statements. The completion of the acquisition by The Coca-Cola Company is
subject to the satisfaction or waiver of the various conditions to the
acquisition set forth in the Agreement and Plan of Merger, dated as of October
29, 2001, among Odwalla, The Coca-Cola Company and TCCC Acquisition Corp. (the
"Merger Agreement").
This press release is neither an offer to purchase nor a solicitation of an
offer to sell shares of Odwalla in connection with the acquisition of Odwalla
common stock pursuant to the terms of the tender offer by The Coca-Cola Company
and TCCC Acquisition Corp. under the terms of the Merger Agreement, or
otherwise. At the time the tender offer is commenced, The Coca-Cola Company will
file a tender offer statement with the SEC (the "SEC") and Odwalla will file a
solicitation/recommendation statement with respect to the tender offer. Odwalla
shareholders are advised to read the tender offer statement regarding the
acquisition of Odwalla by The Coca-Cola Company referenced in this press
release, and the related solicitation/recommendation statement. The tender offer
statement (including an offer to purchase, letter of transmittal and related
tender documents) and the solicitation/recommendation statement will contain
important information which should be read carefully before any decision is made
with respect to the tender offer. These documents will be made available to all
shareholders of Odwalla at no expense to them. These documents will also be
available to all Odwalla shareholders at no charge on the SEC's web site at
www.sec.gov.
ODWALLA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
[Enlarge/Download Table]
14 Weeks 13 Weeks 53 Weeks 52 Weeks
Sept. 2, Sept. 1, Sept. 2, Sept. 1,
2000 2001 2000 2001
--------- --------- --------- ---------
Net sales ............................ $32,909 $30,585 $93,450 $128,260
Cost of sales ........................ 16,248 15,174 47,477 61,723
------ ------ ------ --------
Gross profit ....................... 16,661 15,411 45,973 66,537
------ ------ ------ --------
Operating expenses
Sales and distribution ............. 10,989 11,186 31,815 45,574
Marketing .......................... 936 846 2,795 3,672
General and administrative ......... 3,306 2,666 9,616 11,518
Amortization of intangible assets
from Fresh Samantha acquisition .. 581 577 711 2,308
------ ------ ------ --------
Total operating expenses before
restructuring and other charges .. 15,812 15,275 44,937 63,072
------ ------ ------ --------
Income from operations before
restructuring and other charges ..... 849 136 1,036 3,465
Restructuring and other charges -- -- -- 3,490
Income (loss) from operations ........ 849 136 1,036 (25)
Proceeds from insurance settlement,
net of legal fees .................. -- -- 5,458 --
------ ------ ------ --------
Series A preferred stock inducement
expense to convert to common
stock ............................... -- -- (1,587) --
Interest and other income
(expense), net ....................... (6) 86 (112) (211)
------ ------ ------ --------
Income (loss) before income taxes ..... 843 222 4,795 (236)
Income tax expense .................... (309) (487) (1,140) (198)
------ ------ ------ --------
Net income (loss) ..................... 534 (265) 3,655 (434)
Preferred stock dividend .............. -- -- (568) --
------ ------ ------ --------
Net income (loss) applicable to
common shareholders ................. $534 $(265) $3,087 $(434)
====== ====== ====== ========
Net income (loss) applicable to
common shareholders after stock
dividend --
Basic ............................... $0.05 $(0.02) $0.44 $(0.04)
====== ====== ====== ========
Diluted ............................. $0.05 $(0.02) $0.43 $(0.04)
====== ====== ====== ========
Shares used in per share amounts
Basic ............................... 11,032 11,079 7,074 11,058
====== ====== ====== ========
Diluted ............................. 11,115 11,079 7,134 11,058
====== ====== ====== ========
ODWALLA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
[Enlarge/Download Table]
September 2, September 1,
2000 2001
--------- -----------
Current assets
Cash, cash equivalents and short-term investments .......... $5,392 $4,364
Trade accounts receivable .................................. 11,599 12,605
Inventories ................................................ 6,705 6,913
Prepaid expenses and other ................................. 2,357 3,077
Deferred tax asset ......................................... 2,265 2,725
-------- -------
Total current assets ..................................... 28,318 29,684
Plant, property and equipment, net ........................... 20,011 23,789
Total other assets ........................................... 41,025 37,612
-------- -------
$89,354 $91,085
======== =======
Current liabilities
Accounts payable ........................................... $9,139 $9,322
Other accrued liabilities .................................. 4,926 4,651
Line of credit ............................................. 1,950 1,987
Current maturities of capital lease obligations
and long-term debt ....................................... 591 1,632
------- --------
Total current liabilities ................................ 16,606 17,592
Long-term liabilities
Capital lease obligations and long-term debt
and other liabilities, less current maturities ........... 1,780 3,107
Deferred tax liability ..................................... 10,296 9,906
-------- --------
Total liabilities ........................................ 28,682 30,605
Shareholders' equity ......................................... 60,672 60,480
------- --------
$89,354 $91,085
======= ========
Dates Referenced Herein and Documents Incorporated by Reference
↑Top
Filing Submission 0000950149-01-501638 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Thu., Apr. 25, 5:04:10.1pm ET 
