Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report 12 64K
2: EX-10.1 Demand Note, June 29, 2000 3 13K
3: EX-27 Financial Data Schedule 2 5K
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 1, 2000
------------
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission file number 333-20155
GORGES\QUIK-TO-FIX FOODS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 58-2263508
(State or Other (I.R.S. Employer
Jurisdiction of Incorporation) Identification No.)
9441 LBJ Freeway
Suite 214
Dallas, Texas 75243
(Address of Principal Executive Offices)
(972) 690-7675
(Registrant's Telephone Number, Including Area Code)
Indicate by check [X] 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
--- ---
The number of shares of the registrant's Common Stock outstanding at August
21, 2000 was 1,000. There is no public trading market for shares of the
registrant's Common Stock.
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Part I - Financial Information
Item 1. - Financial Statements
--------------------
GORGES/QUIK-TO-FIX FOODS, INC.
BALANCE SHEETS
(In thousands, except share data)
[Download Table]
October 2, July 1,
1999 2000
----------- -----------
(Audited) (Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 582 $ 579
Accounts receivable, net 13,937 11,089
Inventory, net 17,365 19,771
Prepaid expenses and other 589 620
-------- --------
Total current assets 32,473 32,059
Property, plant and equipment:
Land 1,371 1,371
Buildings and leasehold improvements 35,171 31,754
Machinery and equipment 39,798 38,857
Land improvements and other 794 234
-------- --------
77,134 72,216
Accumulated depreciation (20,524) (26,334)
-------- --------
Net property, plant and equipment 56,610 45,882
Other assets:
Intangible assets 60,854 59,174
Organizational and deferred debt issuance costs 5,313 2,902
Other 555 104
-------- --------
Total assets $155,805 $140,121
======== ========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses $ 16,161 $ 12,985
Current portion of long-term debt 4,260 4,360
Convertible debt with shareholders 3,000 -
-------- --------
Total current liabilities 23,421 17,345
Long-term debt, less current portion 90,945 97,643
Stockholders' equity:
Common stock, $.01 par value; 2,000 shares authorized,
1,000 shares issued and outstanding - -
Additional paid-in capital 62,492 65,777
Accumulated deficit (21,053) (40,644)
-------- --------
Total stockholders' equity 41,439 25,133
-------- --------
Total liabilities and stockholders' equity $155,805 $140,121
======== ========
See accompanying notes to financial statements
-2-
GORGES/QUIK-TO-FIX FOODS, INC.
STATEMENTS OF OPERATIONS
(In thousands)
(Unaudited)
[Enlarge/Download Table]
Three Three Nine Nine
months months months months
ended ended ended ended
July 3, July 1, July 3, July 1,
1999 2000 1999 2000
-----------------------------------------------------------------------------
Sales $31,367 $ 31,603 $115,187 $100,162
Costs of goods sold 25,748 27,196 95,695 82,437
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Gross profit 5,619 4,407 19,492 17,725
Operating expenses:
Selling, general and
Administrative 5,018 4,537 16,610 15,943
Amortization 815 560 2,442 1,680
Restructuring Expense 0 9,113 0 9,113
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Total operating expenses 5,833 14,210 19,052 26,736
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Operating income (loss) (214) (9,803) 440 (9,011)
Interest expense 2,740 2,934 9,297 8,509
Other (income) expense 52 0 0 (63)
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(Loss) before taxes on income (3,006) (12,737) (8,857) (17,457)
Income tax expense 27 54 36 91
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Net (loss) before cumulative effect
for change in accounting principle
and extraordinary item (3,033) (12,791) (8,893) (17,548)
Cumulative effect for change in
accounting principle net of tax - - - (2,043)
-----------------------------------------------------------------------------
Net (loss) before extraordinary item (3,033) (12,791) (8,893) (19,591)
-----------------------------------------------------------------------------
Extraordinary item net of tax - - 27,743 -
Net income (loss) $(3,033) $(12,791) $ 18,850 $(19,591)
-----------------------------------------------------------------------------
See accompanying notes to financial statements
-3-
GORGES/QUIK-TO-FIX FOODS, INC.
STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
[Enlarge/Download Table]
Nine months Nine months
Ended Ended
July 3, July 1,
1999 2000
------------------ -----------------
Cash flows from operating activities:
Net income (loss) $ 18,850 $ (19,591)
Adjustments to reconcile net income (loss) to net
Cash provided by (used in) operating activities:
Depreciation 6,449 5,810
Amortization 2,442 1,680
Amortization of deferred debt 415 543
Allowance for bad debt 216 90
(Gain) Loss on asset sale/restructuring (352) 7,812
Write off of deferred debt 2,759 -
Extraordinary gain on early retirement of debt (31,093) -
Cumulative effect for change in accounting - 2,043
principle
Changes in assets and liabilities:
(Increase) Decrease in accounts receivable 6,211 2,758
(Increase) Decrease in inventory (2,129) (2,406)
(Increase) in prepaid expenses and other (379) 420
Decrease in accounts payable and
accrued expenses (4,609) (2,891)
-------- ---------
Net cash provided by operating activities (1,220) (3,732)
Cash flows from investing activities:
Purchases of plant and equipment (1,997) (2,894)
Proceeds from sale of facility 4,000 -
Other (13) -
-------- ---------
Net cash provided by (used in) investing activities 1,990 (2,894)
Cash flows from financing activities:
Proceeds from revolving line of credit 58,807 113,407
Payments on revolving line of credit (60,996) (103,769)
Proceeds from long term debt 33,052 -
Payments on long term debt (48,229) (2,840)
Capital contributions 16,907 -
Debt issuance (1,519) (175)
-------- ---------
Net cash provided by (used in) financing activities (1,978) 6,623
-------- ---------
Net increase (decrease) in cash and cash equivalents (1,208) (3)
Cash and cash equivalents at beginning of period 1,671 582
-------- ---------
Cash and cash equivalents at end of period $ 463 $ 579
======== =========
See accompanying notes to financial statements
-4-
GORGES/QUIK-TO-FIX FOODS, INC.
NOTES TO FINANCIAL STATEMENTS
July 1, 2000
1. Organization and Basis of Presentation
The Company, a wholly owned subsidiary of Gorges Holding Company ("GHC"),
is a leading producer, marketer and distributor of value added processed beef
products for the foodservice industry and is one of the few companies in this
segment of the industry that markets and distributes nationally. The Company
purchases fresh and frozen beef and, to a lesser extent, pork and poultry, which
it processes into a broad range of fully cooked and ready to cook products.
Currently the Company produces value added products which include: (i) breaded
beef items such as country fried steak and beef fingers; (ii) charbroiled beef
items such as fully cooked hamburger patties, fajita strips, meatballs, meatloaf
and taco meat; and (iii) other specialty products, such as fully cooked and
ready to cook pork sausage, breaded pork and turkey, cubed steaks, and Philly
steak slices. The Company's products are sold primarily to the foodservice
industry, which encompasses all aspects of away-from-home food preparation and
includes commercial establishments such as fast food and family dining
restaurants, and non-commercial establishments such as healthcare providers,
schools and corporations. The Company sells its products primarily through
broadline and specialty foodservice distributors.
The accompanying condensed financial statements of Gorges/Quik-to-Fix
Foods, Inc. have been prepared in accordance with the instructions for Form 10-Q
and therefore, do not include all information on footnotes that generally
accepted accounting principles require for complete financial statements. The
unaudited condensed financial statements should be read in conjunction with the
audited financial statements and related notes included in the Company's Annual
Report on Form 10-K for the year ended October 2, 1999. In the opinion of
management, the unaudited condensed financial statements contain all necessary
adjustments (which include only normal, recurring adjustments) for a fair
presentation of the interim period presented. Operating results for the three
and nine month periods ended July 1, 2000, are not necessarily indicative of
operating results for the entire fiscal year ending September 30, 2000.
Certain reclassifications have been made to prior years financial
statements in order to conform to the July 1, 2000 presentation.
2. Inventories
Inventories, valued at the lower of cost (first-in, first-out) or market
(replacement or net realizable value), consist of the following (in thousands):
[Download Table]
October 2, July 1,
1999 2000
---------- -------
Finished products $10,901 $12,692
Supplies 6,464 7,079
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Total $17,365 $19,771
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3. Summary of Significant Accounting Policies
Organizational Costs
Organizational costs were amortized on a straight-line basis over five
years, until the Company adopted the Statement of Position (SOP) 98-5 in the
first quarter of fiscal 2000. The result of adopting SOP 98-5 was the Company
expensed the remaining unamortized organizational costs of $2.0 million as a
cumulative effect for a change in accounting principle in the first quarter of
fiscal 2000, compared to amortization expense of $0.7 million at July 3,1999.
Deferred debt issuance costs are amortized over the life of the debt instrument
to which it relates. At October 2, 1999 and July 1, 2000, the accumulated
amortization was $0.9 million and $1.4 million, respectively.
-5-
GORGES/QUIK-TO-FIX FOODS, INC.
NOTES TO FINANCIAL STATEMENTS - (Continued)
3. Summary of Significant Accounting Policies - Continued
Extraordinary Item
Included in the extraordinary item of $27.7 million is $31.1 million in
income from the repurchase of the Notes, $1.6 million in income from interest
forgiven on the repurchase of Notes, $2.4 million of expenses related to the
repurchase of the Notes, $2.6 million of expenses related to the write off of
deferred debt fees (partially related to the repurchased Notes and partially
related to the restructuring of the Senior Credit Facility).
4. Long Term Debt
Senior Debt
Outstanding borrowings under the Company's primary Credit Facility (the
"Primary Credit Facility") bear interest at floating rates per annum equal to
the prime rate plus 1.625% for borrowings under the Revolver and the prime rate
plus 2.125% for borrowings under the Term Loan. At July 1, 2000, the interest
rate for the Company based on this formula was 11.125% for borrowings under the
Revolver and 11.625% for borrowings under the Term Loan. The Company pays a
commitment fee of 0.5% for unused amounts under the Revolver. Also, at July 1,
2000, the Company had $0.2 million in outstanding letters of credit. At July 1,
2000, the Company had $1.0 million of additional available borrowings under the
Revolver
Under the Primary Credit Facility, the Company is subject to customary
financial and other covenants including certain financial limit and ratio
covenants as well as limitations on further indebtedness, guaranties, liens,
dividends and other restricted payments (including transactions with
affiliates), prepayments and redemption of debt, mergers, acquisitions, asset
sales, consolidations, and other investments. The Primary Credit Facility also
provides a first-priority security interest in, and lien upon, substantially all
of the Company's present and future tangible and intangible assets and capital
stock to secure indebtedness outstanding. As of July 1, 2000, the Company was
not in compliance with all technical and financial covenants under the Primary
Credit Facility. The Company has a commitment from CIT to amend the Primary
Credit Facility and to waive the Company's non-compliance for the third quarter
and establish new financial covenants going forward. The Company expects the
amendment and written waiver to be finalized no later than August 31, 2000. The
Company expects to be in compliance with the revised financial covenants for the
foreseeable future.
On May 5, 2000, the Company entered into an agreement with CIT providing
for a second credit facility (the "Secondary Credit Facility") in the amount of
$7,000,000 and separate from the Primary Credit Facility. The Secondary Credit
Facility is generally governed under the same terms as the Primary Credit
Facility and bears interest at the same rate. The Secondary Credit Facility is
secured by a second priority security interest in the Company's inventory and
accounts receivable. An affiliate of the Company purchased a 100% participation
in the Secondary Credit Facility and also entered into an agreement to
subordinate the amounts owed under the Secondary Credit Facility to the
Company's other senior debt.
The Company paid interest of $2.7 and $9.3 million for the three month and
nine month periods ended July 3, 1999, compared to $2.9 million and $8.5 million
for the comparable periods ended July 1, 2000.
On December 15, 1999, the Bridge Loan and interest associated with the
Bridge Loan was converted to equity of GHC. The conversion of the Bridge loan
to equity resulted in the issuance of 822,188 shares of common stock of GHC and
an increase to shareholders equity of the Company of $3.2 million.
5. Restructuring or Subsequent Events
On April 12, 2000, Management approved a plan to close the Company's Sioux
Center, Iowa manufacturing facility ("Sioux Center") in an effort to improve
overall Company operations. In June 2000, the Company closed the Sioux Center
facility. The Company also upgraded and relocated four of Sioux Center's
automated production lines to the Company's remaining manufacturing locations in
order to increase manufacturing capacity at such facilities. In the three month
period ended July 1, 2000 the Company recorded $800,000 of expense relating to
these closure activities.
As a result of this decision, management formally notified Sioux Center's
148 employees on April 12, 2000 of their impending severance. Management accrued
an expense
-6-
of $500,000, in the three months ended July 1, 2000, relating to employee
severance the majority of which will be paid during the fourth quarter of the
current fiscal year ending September 30, 2000. As of July 1, 2000, $40,000 of
employee severance had been paid.
At the time of the Company's decision to close Sioux Center, the net book
value of the facilities assets approximated $13.4 million. Based on subsequent
appraisals, management wrote down certain assets related to the Sioux center
facility by $7.8 million, in order to reflect the fair market value of such
assets.
-7-
Item 2--Management's Discussion and Analysis of Financial Condition and Results
of Operations
Gorges/Quik-to-Fix Foods, Inc., (the "Company"), or its representatives,
may make forward looking statements, oral or written, including statements in
this report's Management's Discussion and Analysis of Financial Condition and
Results of Operations, press releases and filings with the Securities and
Exchange Commission (the "Commission"), regarding estimated future operating
results, planned capital expenditures (including the amount and nature thereof)
and the Company's financing plans, if any, related thereto, changes in the
Company's financial position and other plans and objectives for future
operations. Certain of the matters discussed may involve known and unknown
risks, uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be materially different from
future results, performance or achievements expressed or implied by such
forward-looking statements. Important factors that could cause the actual
results, performance or achievements of the Company to differ materially from
the Company's expectations include continued acceptance of the Company's
products, the success of the Company's strategy emphasizing sales of value added
products, achievement of savings related to the closing of the Souix Center
manufacturing facility and the factors set forth in the "Factors Affecting
Future Performance" section in Item 7 of the Company's Annual Report on Form 10-
K for the fiscal year ended October 2, 1999, as well as factors contained in
the Company's other filings with the Commission.
All subsequent oral and written forward looking statements attributable to
the Company or persons acting on its behalf are expressly qualified in their
entirety by these factors. The Company assumes no obligation to update any of
these statements.
Results of Operations
Overview
[Download Table]
Three months ended Nine months ended
July 3, 1999 July 1, 2000 July 3, 1999 July 1, 2000
---------------------------- ---------------------------------
Sales Dollars: $31,367 $31,603 $115,187 $100,162
------- ------- -------- --------
Pounds: 18,337 17,095 77,989 59,716
------- ------- -------- --------
Dollars/Pound $ 1.71 $ 1.85 $ 1.48 $ 1.68
------- ------- -------- --------
Sales. Total sales increased $.2 million, or .01%, from $31.4 million in
the three month period ended July 3, 1999 to $31.6 million in the three month
period ended July 1, 2000. The increase is primarily due to increased sales to
retail customers of products which carry higher sale prices, partially offset by
reduced sales volume (measured in pounds) resulting from the Company's decision
to exit the ground beef business in February, 1999.
Total sales decreased $15.0 million, or 13.0%, from $115.2 in the nine
month period ended July 3, 1999 to $100.2 million in the nine month period ended
July 1, 2000. This decrease was primarily due to decreases in the sales of
ground beef due to the Company's decision to exit the ground beef business,
partially offset by increased sales to retail customers of products which carry
a higher sale price.
Gross Profit. Gross profit decreased $1.2 million, or 21.4%, from $5.6
million in the three month period ended July 3, 1999, compared to $4.4. million
in the three month period ended July 1, 2000. As a percentage of sales, gross
profit decreased from 17.9% in the three month period ended July 3, 1999 to
13.9% in the three month period ended July 1, 2000. This decrease in gross
profit dollars and gross profit as a percent of sales reflect reduced sales
volume and increased overhead absorption related to the Company's decision to
exit the ground beef business.
Gross profit decreased $1.8 million, or 9.2%, from $19.5 million in the
nine month period ended July 3, 1999, to $17.7 million in the nine month period
ended July 1, 2000. As a percentage of sales, gross profit increased from 16.9%
in the nine month period ended July 3, 1999 to 17.7% in the nine month period
ended July 1, 2000. The decrease in gross profit dollars and increase in gross
profit as a percent of sales reflects the results from the Company's exit from
the ground beef business, and the decrease in sales of some lower margin value
added products.
Operating Expenses. Operating expenses increased $8.4 million, or 144.8%,
from $5.8 million in the three month period ended July 3, 1999, compared to
$14.2 in the three month period ended July 1, 2000. The increase results from
the Company's decision to close its Sioux Center, Iowa facility; which resulted
in a one-time write down of certain assets to fair market value, approximating
$9.1 million. The increase is partially offset by a decrease
-8-
of $0.5 million in general and administrative expenses; and a change in
accounting principle, whereby organizational costs were written off resulting in
decreased amortization expense of $0.2 million.
Operating expenses increased $7.7 million, or 40.3%, from $19.1 million in
the nine month period ended July 3, 1999 to $26.7 million in the nine month
period ended July 1, 2000. The increase results from the Company's decision to
close the Sioux Center facility. The increase is partially offset by a decrease
in selling expenses of $0.7 million; and a change in accounting principle change
resulting in decreased amortization expense of $0.8 million.
Operating Income (Loss). Operating income decreased $9.6 million from
$(0.2) million in the three month period ended July 3, 1999, to $(9.8) million
in the three month period ended July 1, 2000. This decrease is primarily the
result of the Company's changes described above relating to gross profit and
operating expense.
Operating income decreased $9.3 million from $0.4 million in the nine month
period ended July 3, 1999 to $(8.9) million in the nine month period ended July
1, 2000. This decrease is primarily the result of the changes described above
relating to operating expenses and gross profit.
Interest Expense. Interest expenses increased $0.2 million, or 7.4%, from
$2.7 million in the three month period ended July 3, 1999, to $2.9 million in
the three month period ended July 1, 2000. The increase is the result of an
increase in the prime interest rate, and interest charges incurred on the
secondary credit facility that was added May 5, 2000.
Interest expense decreased $.8 million, or 8.6%, from $9.3 million in the
nine month period ended July 3, 1999 to $8.5 million in the nine month period
ended July 1, 2000. This decrease reflects the overall lower borrowings due to
the repurchase and retirement of $48.0 million aggregate principal amount of
Notes.
Other (Income) Expense. Other income and expense, was minimal in the three
and nine month periods ended July 3, 1999 and July 1, 2000.
Cumulative effect of change in accounting principle. The cumulative effect
of change for adopting Statement of Position ("SOP") 98-5 resulted in the
Company expensing remaining unamortized organizational costs of $2.0 million in
fiscal 2000.
Extraordinary Item. Included in the extraordinary item of $27.7 million
for the nine month period ended July 3, 1999, is $31.1 million in income from
the repurchase and early retirement of $48.0 million aggregate principal amount
of Notes, $1.6 million in income from interest forgiven on the repurchase of the
Notes, $2.4 million of expenses related to the repurchase of the Notes, $2.6
million of expense related to the write off of deferred debt fees (partially
related to the repurchasing of the Notes and partially related to the
restructuring of the Company's Primary Credit Facility).
Net Income (Loss). Net (loss) increased $9.8 million, or 326.7%, from
($3.0) million in the three month period ended July 3, 1999 to $(12.8) million
in the three month period ended July 1, 2000.
Net income (Loss) decreased $(38.5) million, or 203.7%, from $18.9 million
in the nine month period ended July 3, 1999 to $(19.6) million in the nine month
period ended July 1, 2000.
Liquidity and Capital Resources
As a result of the Acquisition, the Company has significant annual
principal and interest obligations. Borrowings under the Credit Facility, which
totaled $40.8 million at July 1, 2000, consisted of $23.7 million under the
Term Loan and $17.1 million under the Revolver. The Term Loan and Revolver
accrued interest at a rate of 11.625% and 11.125% respectively, in the quarter
ended July 1, 2000. Additionally, on May 5, 2000, the Company entered into a
Secondary Credit Facility in the amount of $7,000,000. The Secondary Credit
Facility bears interest at the same rates as the Company's other borrowings
under its Credit Facility. Borrowings under the Notes totaled $52.0 million at
July 1, 2000, and accrue interest at 11.5%.
As of July 1, 2000, the Company was in not in compliance with all financial
covenants under its credit agreement with the bank which provides the Company
with the Revolver and the Term Loan. The Company has a commitment with CIT to
amend the Credit Facility and to waive the Company's non-compliance for the
third quarter and establish new financial covenants going forward. The Company
expects the amendment and waiver to be finalized no later than August 31, 2000.
The Company expects to be in compliance with the revised financial covenants for
the foreseeable future.
-9-
In addition to its debt service obligations, the Company expects it will
need liquidity for working capital and capital expenditures. For the nine months
ended July 1, 2000, the Company spent $2.9 million on capital projects,
primarily for the capital maintenance of and capital asset purchases for the
Company's facilities.
The Company's primary sources of liquidity are the availability of cash
under the revolving credit facility and expected cash flows from operations. In
the quarter ended July 1, 2000, the Company used $3.7 million of operating cash
flow, the majority of which was used to fund interest payments. The Company had
no material increase nor decrease in its financing activities related to the
credit facility. The Company anticipates that its working capital requirements,
capital expenditures, and scheduled repayments for fiscal 2000 will be satisfied
through a combination of cash flows generated from operations together with
funds available under the Revolving Credit Facility.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company's market risk is limited to fluctuations in interest rates as
it pertains to the Company's borrowings under its credit facilities. Outstanding
borrowings under the credit facilities bear interest at floating rates per annum
equal to the prime rate plus 1.625% for borrowings under the Revolver and the
prime rate plus 2.125% for borrowings under the Term Loan. At January 1, 2000,
the interest rate for the Company based on this formula was 10.125% for
borrowings under the Revolver and 10.625% for borrowings under the Term Loan.
Based on the amount of borrowings as of January 1, 2000, if the interest rates
on the Company's borrowings average 100 basis points more in 2000 than they did
in 1999, the Company's interest expense would increase and income before income
taxes would decrease by $443,000. This amount is determined solely by
considering the impact of the hypothetical change in the interest rate on the
Company's borrowing cost without consideration for other factors such as actions
management might take to mitigate its exposure to interest rate changes.
The Company is also exposed to market risk from changes in foreign exchange
rates and commodity prices. The Company does not use any hedging transactions in
order to modify the risk from these foreign currency exchange rate and commodity
price fluctuations. The Company also does not use financial instruments for
trading purposes and is not a party to any leveraged derivatives.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The Exhibits to this report on Form 10-Q are listed on the Exhibit
Index, which immediately follows the signature page hereto.
(b) Reports on Form 8-K
None
-10-
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 thereunto duly authorized.
Dated: August 21, 2000 GORGES/QUIK-TO-FIX FOODS, INC.
By: /s/Michael Nittolo
------------------
Michael Nittolo
Chief Financial Officer/V.P. Finance
(Principal Financial Officer)
-11-
Exhibit Index
3.1 Restated Certificate of Incorporation of Gorges/Quik-to-Fix Foods, Inc.
(incorporated herein by reference to the Company's Registration Statement
on Form S-1, originally filed January 21, 1997 (Reg. No. 333-20155)(the
"Registration Statement on Form S-1")).
3.2 Bylaws of Gorges/Quik-to-Fix Foods, Inc. (incorporated herein by reference
to the Company's Registration Statement on Form S-1).
4. Indenture, dated November 25, 1996, between Gorges/Quik-to- Fix Foods, Inc.
and IBJ Schroder Bank & Trust Company, as Trustee, relating to the
Company's 11 1/2 Senior Subordinated Notes due 2006, Series B (incorporated
herein by reference to the Company's Registration Statement on Form S-1).
10.1 Demand note, dated June 29, 2000, between the Company and CGW Southeast
Management, L.L.C.
27 Financial Data Schedule
-12-
Dates Referenced Herein and Documents Incorporated by Reference
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