-----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, GW46GbzJhaqiReil0GWiz5jKB+gEdK8wX2A6Tkh7FPw5kIfmNyN4/QuqNBf2mO+J TNs+5LJinGb9//sAWvzQeg== 0000950147-01-501401.txt : 20010813 0000950147-01-501401.hdr.sgml : 20010813 ACCESSION NUMBER: 0000950147-01-501401 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010630 FILED AS OF DATE: 20010810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POORE BROTHERS INC CENTRAL INDEX KEY: 0000944508 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 860786101 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 001-14556 FILM NUMBER: 1704918 BUSINESS ADDRESS: STREET 1: 3500 S LA COMETA DR CITY: GOODYEAR STATE: AZ ZIP: 85338 BUSINESS PHONE: 6029326200 MAIL ADDRESS: STREET 1: 2664 SOUTH LITCHFIELD RD CITY: GOODYEAR STATE: AZ ZIP: 85338 10QSB 1 e-7301.txt QUARTERLY REPORT FOR QTR. ENDED 06/30/2001 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2001 OR [ ] Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _____________ to _____________ Commission File Number 1-14556 POORE BROTHERS, INC. (Exact name of small business issuer as specified in its charter) DELAWARE 86-0786101 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3500 S. LA COMETA DRIVE, GOODYEAR, ARIZONA 85338 (Address of principal executive offices) (623) 932-6200 (Issuer's telephone number) Check whether the Registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [ ] As of June 30, 2001, the number of issued and outstanding shares of common stock of the Registrant was 15,042,765. Transitional Small Business Disclosure Format (check one): Yes [ ] No [X] TABLE OF CONTENTS PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Consolidated balance sheets as of June 30, 2001 and December 31, 2000................................................. 3 Consolidated statements of operations for the three and six months ended June 30, 2001 and 2000........................... 4 Consolidated statements of cash flows for the six months ended June 30, 2001 and 2000...................................... 5 Notes to consolidated financial statements........................ 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION............................................ 11 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS.................................................. 15 ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.......................... 15 ITEM 3. DEFAULTS UPON SENIOR SECURITIES.................................... 15 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................ 15 ITEM 5. OTHER INFORMATION.................................................. 16 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K................................... 16 2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS POORE BROTHERS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
JUNE 30, DECEMBER 31, 2001 2000 ------------ ------------ (unaudited) ASSETS Current assets: Cash $ 219,692 $ 327,553 Accounts receivable, net of allowance of $433,000 and $247,000 in 2001 and 2000, respectively 6,696,741 4,936,393 Inventories 3,724,143 1,782,551 Other current assets 416,765 394,356 ------------ ------------ Total current assets 11,057,341 7,440,853 Property and equipment, net 13,908,032 12,306,241 Intangible assets, net 9,704,579 10,030,631 Other assets 209,416 212,737 ------------ ------------ Total assets $ 34,879,368 $ 29,990,462 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 4,166,965 $ 3,031,130 Accrued liabilities 2,382,054 1,323,357 Current portion of long-term debt 2,373,174 2,315,391 ------------ ------------ Total current liabilities 8,922,193 6,669,878 Long-term debt, less current portion 10,833,806 9,025,088 ------------ ------------ Total liabilities 19,755,999 15,694,966 ------------ ------------ Commitments and Contingencies Shareholders' equity: Preferred stock, $100 par value; 50,000 shares authorized; no shares issued or outstanding in 2001 and 2000 -- -- Common stock, $.01 par value; 50,000,000 shares authorized; 15,042,765 and 14,994,765 shares issued and outstanding at June 30, 2001 and December 31, 2000, respectively 150,427 149,947 Additional paid-in capital 19,731,859 19,677,542 Accumulated deficit (4,758,917) (5,531,993) ------------ ------------ Total shareholders' equity 15,123,369 14,295,496 ------------ ------------ Total liabilities and shareholders' equity $ 34,879,368 $ 29,990,462 ============ ============
The accompanying notes are an integral part of these consolidated financial statements. 3 POORE BROTHERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, ------------------------------ ------------------------------ 2001 2000 2001 2000 ------------ ------------ ------------ ------------ (unaudited) (unaudited) (unaudited) (unaudited) Net revenues $ 15,707,746 $ 10,539,835 $ 29,866,932 $ 20,247,671 Cost of revenues 11,361,325 7,805,196 21,755,740 15,093,127 ------------ ------------ ------------ ------------ Gross profit 4,346,421 2,734,639 8,111,192 5,154,544 Selling, general and administrative expenses 3,643,264 2,148,476 6,739,701 4,023,495 ------------ ------------ ------------ ------------ Operating income 703,157 586,163 1,371,491 1,131,049 Fire related income (expense), net (6,873) -- 5,739 -- Interest expense, net (275,950) (272,939) (572,154) (553,741) ------------ ------------ ------------ ------------ Income before income tax provision 420,334 313,224 805,076 577,308 Income tax provision (16,000) (10,500) (32,000) (17,000) ------------ ------------ ------------ ------------ Net income $ 404,334 $ 302,724 $ 773,076 $ 560,308 ============ ============ ============ ============ Earnings per common share: Basic $ 0.03 $ 0.02 $ 0.05 $ 0.04 ============ ============ ============ ============ Diluted $ 0.02 $ 0.02 $ 0.04 $ 0.04 ============ ============ ============ ============ Weighted average number of common shares: Basic 15,046,655 13,555,332 15,023,340 13,407,919 ============ ============ ============ ============ Diluted 17,708,387 14,497,498 17,563,114 14,208,083 ============ ============ ============ ============
The accompanying notes are an integral part of these consolidated financial statements. 4 POORE BROTHERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, ----------------------------- 2001 2000 ----------- ----------- (unaudited) (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 773,076 $ 560,308 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 576,974 530,964 Amortization 344,808 289,311 Valuation reserves 207,630 50,302 Other non-cash charges 177,340 123,085 Gain on disposition of assets due to fire (167,450) -- Change in operating assets and liabilities: Accounts receivable (1,946,861) (685,171) Inventories (1,962,709) (130,124) Other assets and liabilities (215,184) (348,655) Accounts payable and accrued liabilities 2,194,532 834,944 ----------- ----------- Net cash provided (used) by operating activities (17,844) 1,224,964 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (2,435,792) (163,259) Acquisition and related expenses -- (344,884) Proceeds from disposition of assets due to fire 700,000 -- ----------- ----------- Net cash used in investing activities (1,735,792) (508,143) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock 63,570 135,238 Payments made on long-term debt (1,222,233) (809,718) Stock and debt issuance costs (8,773) (2,000) Net increase in working capital line of credit 2,813,211 10,429 ----------- ----------- Net cash used (provided) in financing activities 1,645,775 (666,051) ----------- ----------- Net increase (decrease) in cash (107,861) 50,770 Cash at beginning of period 327,553 104,364 ----------- ----------- Cash at end of period $ 219,692 $ 155,134 =========== =========== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the six months for interest $ 560,793 $ 498,722 Summary of non-cash investing and financing activities: Common stock issued for sales commissions -- 50,000 Common stock issued for acquisition -- 1,220,278 Note payable issued for acquisition -- 830,000 Note payable issued to purchase property and equipment 275,523 --
The accompanying notes are an integral part of these consolidated financial statements. 5 POORE BROTHERS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: GENERAL Poore Brothers, Inc. (the "Company"), a Delaware corporation, was organized in February 1995 as a holding company and on May 31, 1995 acquired substantially all of the equity of Poore Brothers Southeast, Inc. ("PB Southeast") in an exchange transaction. The exchange transaction with PB Southeast was accounted for similar to a pooling-of-interests since both entities had common ownership and control immediately prior to the transaction. During 1997, the Company sold its Houston, Texas distribution business and closed its PB Southeast manufacturing operation. In November 1998, the Company acquired the business and certain assets (including the Bob's Texas Style(R) potato chip brand) of Tejas Snacks, L.P. ("Tejas"), a Texas-based potato chip manufacturer. In October 1999, the Company acquired Wabash Foods, LLC ("Wabash") including the Tato Skins(R), O'Boisies(R), and Pizzarias(R) trademarks, and assumed all of Wabash Foods' liabilities. In June 2000, the Company acquired Boulder Natural Foods, Inc. ("Boulder") and the Boulder Potato Company (TM) brand of totally natural potato chips. The Company is engaged in the production, marketing and distribution of innovative salted snack food products that are sold primarily through grocery retailers, club stores and vend distributors in the United States. The Company (i) manufactures and sells its own brands of salted snack food products, including Poore Brothers(R), Bob's Texas Style(R), and Boulder Potato Company(TM) brand batch-fried potato chips, Tato Skins(R) brand potato snacks and Pizzarias(R) brand pizza chips; (ii) manufactures and sells T.G.I. Friday's(TM) brand salted snacks under license from TGI Friday's Inc.; (iii) manufactures private label potato chips for grocery retailers in the southwest, and (iv) distributes and merchandises snack food products that are manufactured by others. BASIS OF PRESENTATION The consolidated financial statements include the accounts of Poore Brothers, Inc. and all of its wholly-owned subsidiaries. All significant intercompany amounts and transactions have been eliminated. The financial statements have been prepared in accordance with the instructions for Form 10-QSB and, therefore, do not include all the information and footnotes required by accounting principles generally accepted in the United States. In the opinion of management, the consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary in order to make the consolidated financial statements not misleading. A description of the Company's accounting policies and other financial information is included in the audited financial statements filed with the Form 10-KSB for the fiscal year ended December 31, 2000. The results of operations for the six months ended June 30, 2001 are not necessarily indicative of the results expected for the full year. NEW ACCOUNTING PRONOUNCEMENTS In June 2001, the Financial Accounting Standards Board issued SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires companies to apply the purchase method of accounting for all business combinations initiated after June 30, 2001 and prohibits the use of the pooling-of-interest method. SFAS No. 142 changes the method by which companies recognize intangible assets in purchase business combinations and generally requires identifiable intangible assets to be recognized separately from goodwill. In addition it eliminates the amortization of all existing and newly acquired goodwill on a prospective basis and requires companies to assess goodwill for impairment, at least annually, based on the fair value of the reporting unit. Goodwill and other intangible asset amortization for the six months ended June 30, 2001 was $326,052. The Company will be required to adopt SFAS Nos. 141 and 142 on January 1, 2002, however, earlier adoption is permitted. Management has not determined the impact the adoption of SFAS Nos. 141 and 142 will have on the Company's financial statements or when the Company will elect to adopt these statements. 6 POORE BROTHERS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS EARNINGS PER SHARE Basic earnings per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Exercises of outstanding stock options or warrants and conversion of convertible debentures are assumed to occur for purposes of calculating diluted earnings per share for periods in which their effect would not be anti-dilutive.
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, ----------------------------- --------------------------- 2001 2000 2001 2000 ----------- ----------- ----------- ----------- BASIC EARNINGS PER SHARE: Net income $ 404,334 $ 302,724 $ 773,076 $ 560,308 =========== =========== =========== =========== Weighted average number of common shares 15,046,655 13,555,332 15,023,340 13,407,919 =========== =========== =========== =========== Earnings per common share $ 0.03 $ 0.02 $ 0.05 $ 0.04 =========== =========== =========== =========== DILUTED EARNINGS PER SHARE: Net income $ 404,334 $ 302,724 $ 773,076 $ 560,308 Addback: Debenture interest 9,447 -- 9,895 -- ----------- ----------- ----------- ----------- Adjusted income $ 413,781 $ 302,724 $ 782,971 $ 560,308 =========== =========== =========== =========== Weighted average number of common shares 15,046,655 13,555,332 15,023,340 13,407,919 Incremental shares from assumed conversions- 9% Convertible debentures 421,000 -- 441,000 -- Warrants 709,494 363,923 679,201 327,761 Stock options 1,531,238 578,243 1,419,573 472,403 ----------- ----------- ----------- ----------- Adjusted weighted average number of common shares 17,708,387 14,497,498 17,563,114 14,208,083 =========== =========== =========== =========== Earnings per common share $ 0.02 $ 0.02 $ 0.04 $ 0.04 =========== =========== =========== ===========
2. LONG-TERM DEBT At June 30, 2001, the Company had outstanding 9% Convertible Debentures due July 1, 2002 (the "9% Convertible Debentures") in the principal amount of $454,163 held by Wells Fargo Small Business Investment Company, Inc. ("Wells Fargo SBIC"). The 9% Convertible Debentures are secured by land, buildings, equipment and intangibles. Interest on the 9% Convertible Debentures is paid by the Company on a monthly basis. Monthly principal payments of approximately $5,000 are required to be made by the Company on the Wells Fargo SBIC 9% Convertible Debenture through June 2002 with the remaining balance due on July 1, 2002. As a result of an event of default (including the failure of the Company to comply with certain financial ratios), the holder of the 9% 7 Convertible Debentures has the right, upon written notice and after a thirty-day period during which such default may be cured, to demand immediate payment of the then unpaid principal and accrued but unpaid interest under the 9% Convertible Debentures. The Company is currently in compliance with the required financial ratios. On October 7, 1999, the Company signed a $9.15 million Credit Agreement with U.S. Bancorp (the "U.S. Bancorp Credit Agreement") consisting of a $3.0 million working capital line of credit (the "U.S. Bancorp Line of Credit"), a $5.8 million term loan (the "U.S. Bancorp Term Loan A") and a $350,000 term loan (the "U.S. Bancorp Term Loan B"). Borrowings under the U.S. Bancorp Credit Agreement were used to pay off a $2.5 million line of credit and a $0.5 million term loan previously obtained by the Company from Wells Fargo Business Credit, Inc. ("Wells Fargo"), to refinance indebtedness effectively assumed by the Company in connection with the acquisition of Wabash Foods in October 1999, and is being used for general working capital needs. The U.S. Bancorp Line of Credit bears interest at an annual rate of prime plus 1%. The U.S. Bancorp Term Loan A bears interest at an annual rate of prime and requires monthly principal payments of approximately $74,000, plus interest, until maturity in July 2006. The U.S. Bancorp Term Loan B bears interest at an annual rate of prime plus 2.5% and requires monthly principal payments of approximately $29,000, plus interest, until maturity in March 2001. In June 2000, the U.S. Bancorp Credit Agreement was amended to include an additional $300,000 term loan (the "U.S. Bancorp Term Loan C") and to refinance a $715,000 non-interest bearing note due to U.S. Bancorp on June 30, 2000. Proceeds from the U.S. Bancorp Term Loan C were used in connection with the Boulder acquisition. The U.S. Bancorp Term Loan C bears interest at an annual rate of prime plus 2% and requires monthly principal payments of approximately $12,500, plus interest, until maturity in August 2002. The Company made a payment of $200,000 on the $715,000 non-interest bearing note and refinanced the balance in a term loan (the "U.S. Bancorp Term Loan D"). The U.S. Bancorp Term Loan D bears interest at an annual rate of prime plus 2% and requires monthly principal payments of approximately $21,500, plus interest, until maturity in June 2002. In April 2001, the U.S. Bancorp Credit Agreement was amended to increase the U.S. Bancorp Line of Credit from $3.0 million to $5.0 million, establish a $0.5 million capital expenditure line of credit, extend the U.S. Bancorp Line of Credit maturity date from October 2002 to October 31, 2003, and modify certain financial covenants. The U.S. Bancorp Credit Agreement is secured by accounts receivable, inventories, equipment and intangibles. Borrowings under the U.S. Bancorp Line of Credit are limited to 80% of eligible receivables and 60% of eligible inventories. On August 6, 2001, the Company had a borrowing base of approximately $4,623,000 under the U.S. Bancorp Line of Credit. The U.S. Bancorp Credit Agreement requires the Company to be in compliance with certain financial covenants, including a minimum cash flow coverage ratio, a minimum debt service coverage ratio, minimum annual operating results, a minimum tangible capital base and a minimum fixed charge coverage ratio. At June 30, 2001, the Company was in compliance with all of the financial covenants. Management believes that the fulfillment of the Company's plans and objectives will enable the Company to attain a sufficient level of profitability to remain in compliance with these financial performance criteria. There can be no assurance, however, that the Company will attain any such profitability and remain in compliance. Any acceleration under the U.S. Bancorp Credit Agreement prior to the scheduled maturity of the U.S. Bancorp Line of Credit or the U.S. Bancorp Term Loans could have a material adverse effect upon the Company. On August 6, 2001, there was an outstanding balance of $4,062,348 on the U.S. Bancorp Line of Credit. On October 7, 1999, pursuant to the terms of the U.S. Bancorp Credit Agreement, the Company issued to U.S. Bancorp a warrant (the "U.S. Bancorp Warrant") to purchase 50,000 shares of Common Stock for an exercise price of $1.00 per share. The U.S. Bancorp warrant is exercisable until October 7, 2004, the date of termination of the U.S. Bancorp Warrant, and provides the holder thereof certain piggyback registration rights. 3. LITIGATION The Company is periodically a party to various lawsuits arising in the ordinary course of business. Management believes, based on discussions with legal counsel, that the resolution of such lawsuits will not have a material effect on the Company's financial position or results of operations. 8 POORE BROTHERS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 4. BUSINESS SEGMENTS The Company's operations consist of two segments: manufactured products and distributed products. The manufactured products segment produces potato chips and other salted snack food products for sale primarily to snack food distributors. The distributed products segment sells snack food products manufactured by other companies to the Company's Arizona snack food distributors and also merchandises in Texas for a fee, but does not purchase and resell, snack food products for manufacturers. The Company's reportable segments offer different products and services. All of the Company's revenues are attributable to external customers in the United States and all of its assets are located in the United States. The Company does not allocate assets based on its reportable segments. The accounting policies of the segments are the same as those described in the Summary of Accounting Policies included in Note 1 to the audited financial statements filed with the Form 10-KSB for the fiscal year ended December 31, 2000. The Company does not allocate selling, general and administrative expenses, income taxes or unusual items to segments and has no significant non-cash items other than depreciation and amortization.
MANUFACTURED DISTRIBUTED PRODUCTS PRODUCTS CONSOLIDATED ------------ ------------ ------------ THREE MONTHS ENDED JUNE 30, 2001 Revenues from external customers $14,496,449 $1,211,297 $15,707,746 Depreciation and amortization in segment gross profit 204,483 -- 204,483 Segment gross profit 4,360,165 (13,744) 4,346,421 THREE MONTHS ENDED JUNE 30, 2000 Revenues from external customers $ 9,340,217 $1,199,618 $10,539,835 Depreciation and amortization in segment gross profit 241,917 -- 241,917 Segment gross profit 2,654,590 80,049 2,734,639 SIX MONTHS ENDED JUNE 30, 2001 Revenues from external customers $27,398,509 $2,468,423 $29,866,932 Depreciation and amortization in segment gross profit 434,542 -- 434,542 Segment gross profit 8,030,531 80,661 8,111,192 SIX MONTHS ENDED JUNE 30, 2000 Revenues from external customers $17,775,246 $2,472,425 $20,247,671 Depreciation and amortization in segment gross profit 520,172 -- 520,172 Segment gross profit 4,998,318 156,226 5,154,544
9 The following table reconciles reportable segment gross profit to the Company's consolidated income before income taxes.
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, --------------------------- ---------------------------- 2001 2000 2001 2000 ----------- ----------- ----------- ----------- Consolidated segment gross profit $ 4,346,421 $ 2,734,639 $ 8,111,192 $ 5,154,544 Unallocated amounts: Selling, general and administrative Expenses 3,643,264 2,148,476 6,739,701 4,023,495 Interest expense, net 275,950 272,939 572,154 553,741 Fire related income (expense), net 6,873 -- (5,739) -- ----------- ----------- ----------- ----------- Income before income taxes $ 420,334 $ 313,224 $ 805,076 $ 577,308 =========== =========== =========== ===========
5. IMPACT OF OCTOBER 2000 FIRE AT GOODYEAR, ARIZONA PLANT On October 28, 2000, the Company experienced a fire at the Goodyear, Arizona manufacturing plant, causing a temporary shutdown of manufacturing operations at the facility. The Company resumed full production of private label potato chips in early January of 2001 and resumed full production of batch-fried potato chips in late March of 2001. During the quarter ended March 31, 2001, the Company recorded approximately $1.4 million of incremental expenses incurred as a result of the fire, primarily associated with outsourcing production. These extra expenses were charged to "cost of revenue" and offset by a $1.4 million credit representing estimated future insurance proceeds. During the first quarter, the Company also incurred approximately $1.7 million in building and equipment reconstruction costs in connection with the fire and the Company was advanced a total of $1.7 million by the insurance company. During the quarter ended June 30, 2001, the Company received additional advances from its insurance company in the amount of $1.5 million. "Fire related income(expense), net" on the accompanying Consolidated Statement of Operations for the six months ended June 30, 2001 includes (i) a gain of $167,000, representing the excess of insurance proceeds over the book value of the building and equipment of $533,000 damaged by the fire, and (ii) expenses not reimbursable by the insurance company of $154,000. 6. INCOME TAXES The income tax provision recorded in the three months and six months ended June 30, 2001 and 2000 is a provision for state taxes only. For federal tax purposes, the Company has net operating loss carryforwards, which it utilized to reduce its expected federal tax provision, and which begin to expire in varying amounts between 2010 and 2018. Each quarter the Company evaluates whether it is more likely than not some or all of deferred tax assets will be realized and the adequacy of the valuation allowance. As a result of historical operating losses, partially mitigated by recent profitability, the Company continues to fully reserve its net deferred tax assets as of June 30, 2001. 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS THREE MONTHS ENDED JUNE 30, 2001 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2000 Net revenues for the three months ended June 30, 2001 were $15,708,000, up $5,168,000 or 49% from $10,540,000 for the three months ended June 30, 2000. Revenues for the manufactured products segment accounted for 92% and 89% of total net revenues in 2001 and 2000, respectively. Revenues from distributed products accounted for 8% and 11% of total net revenues in 2001 and 2000, respectively. Manufactured products segment revenues increased $5,156,000 or 55% driven by sales of new branded products, including larger than expected introductory promotional and shelf-stocking orders for T.G.I. Friday's(TM) brand salted snacks. Revenues from the distribution and merchandising of products manufactured by others were essentially flat with the same period in the prior year. Gross profit for the three months ended June 30, 2001, was $4,346,000, or 28% of net revenues, as compared with $2,735,000, or 26% of net revenues, for the three months ended June 30, 2000. The $1,611,000 increase, or 59% in gross profit resulted from the increased branded product sales volume and improved manufacturing efficiencies in the manufactured products segment. Selling, general and administrative expenses increased to $3,643,000, or 23% of net revenues, for the three months ended June 30, 2001 from $2,148,000, or 20% of net revenues, for the same period in 2000. The increase of $1,495,000, or 70%, compared with the second quarter of 2000, was primarily due to increased advertising, promotional spending, and sales personnel costs to support business growth. Net interest expense increased slightly to $276,000 for the three months ended June 30, 2001 from a net interest expense of $273,000 for the three months ended June 30, 2000. The Company has provided $16,000 for state income taxes for the three months ended June 30, 2001 and $10,500 for the three months ended June 30, 2000. No federal tax provision was recorded for either period due to the availability of net operating loss carryforwards. SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2000 Net revenues for the six months ended June 30, 2001 were $29,867,000 up $9,619,000 or 48%, from $20,248,000 for the six months ended June 30, 2000. Revenues for the manufactured products segment accounted for 92% and 88% of total net revenues in 2001 and 2000, respectively. Revenues from distributed products accounted for 8% and 12% in 2001 and 2000, respectively. Manufactured products segment revenues increased $9,623,000 or 54%, driven by sales of new branded products, including larger than expected introductory promotional and shelf-stocking orders for T.G.I. Friday's(TM) brand salted snacks. Revenues from the distribution and merchandising of products manufactured by others were essentially flat with the same period in the prior year. Gross profit for the six months ended June 30, 2001, was $8,111,000, or 27% of net revenues, as compared with $5,155,000, or 25% of net revenues, for the six months ended June 30, 2000. The $2,956,000 increase, or 57%, in gross profit resulted from the increased branded products sales volume and improved manufacturing efficiencies in the manufactured products segment. Selling, general and administrative expenses increased to $6,740,000, or 23% of net revenues, for the six months ended June 30, 2001 from $4,023,000 or 20% of net revenues, for the same period in 2000. The increase of $2,717,000 or 11 68%, compared with the six months of 2000, was primarily due to increased advertising, promotional spending, and sales personnel costs to support business growth. Net interest expense increased to $572,000 for the six months ended June 30, 2001 from a net interest expense of $554,000 for the six months ended June 30, 2000. The increase of $18,000 was primarily due to interest expense associated with the indebtedness incurred in connection with a June 2000 acquisition. The Company has provided $32,000 for the six months ended June 30, 2001 and $17,000 for the six months ended June 30, 2000, for state income taxes. No federal tax provision was recorded for either period due to the availability of net operating loss carryforwards. LIQUIDITY AND CAPITAL RESOURCES Net working capital was $2.1 million (a current ratio of 1.2) and $0.8 million (a current ratio of 1.1) at June 30, 2001 and December 31, 2000, respectively. For the six months ended June 30, 2001, the Company invested a net amount of $1.7 million in new equipment and increased indebtedness by a net $1.6 million. On October 28, 2000, the Company experienced a fire at the Goodyear, Arizona manufacturing plant, causing a temporary shutdown of manufacturing operations at the facility. The Company resumed full production of private label potato chips in early January of 2001 and resumed full production of batch-fried potato chips in late March of 2001. During the quarter ended March 31, 2001, the Company recorded approximately $1.4 million of incremental expenses incurred as a result of the fire, primarily associated with outsourcing production. These extra expenses were charged to "cost of revenue" and offset by a $1.4 million credit representing estimated future insurance proceeds. During the first quarter, the Company also incurred approximately $1.7 million in building and equipment reconstruction costs in connection with the fire and the Company was advanced a total of $1.7 million by the insurance company. During the quarter ended June 30, 2001, the Company received additional advances from its insurance company in the amount of $1.5 million. "Fire related income(expense), net" on the accompanying Consolidated Statement of Operations for the six months ended June 30, 2001 includes (i) a gain of $167,000, representing the excess of insurance proceeds over the book value of the building and equipment of $533,000 damaged by the fire, and (ii) expenses not reimbursable by the insurance company of $154,000. At June 30, 2001, the Company had outstanding 9% Convertible Debentures due July 1, 2002 (the "9% Convertible Debentures") in the principal amount of $454,163 held by Wells Fargo Small Business Investment Company, Inc. ("Wells Fargo SBIC"). The 9% Convertible Debentures are secured by land, buildings, equipment and intangibles. Interest on the 9% Convertible Debentures is paid by the Company on a monthly basis. Monthly principal payments of approximately $5,000 are required to be made by the Company on the Wells Fargo SBIC 9% Convertible Debenture through June 2002 with the remaining balance due on July 1, 2002. As a result of an event of default (including the failure of the Company to comply with certain financial ratios), the holder of the 9% Convertible Debentures has the right, upon written notice and after a thirty-day period during which such default may be cured, to demand immediate payment of the then unpaid principal and accrued but unpaid interest under the 9% Convertible Debentures. The Company is currently in compliance with the required financial ratios. On October 7, 1999, the Company signed a $9.15 million Credit Agreement with U.S. Bancorp (the "U.S. Bancorp Credit Agreement") consisting of a $3.0 million working capital line of credit (the "U.S. Bancorp Line of Credit"), a $5.8 million term loan (the "U.S. Bancorp Term Loan A") and a $350,000 term loan (the "U.S. Bancorp Term Loan B"). Borrowings under the U.S. Bancorp Credit Agreement were used to pay off a $2.5 million line of credit and a $0.5 million term loan previously obtained by the Company from Wells Fargo Business Credit, Inc. ("Wells Fargo"), to refinance indebtedness effectively assumed by the Company in connection with the acquisition of Wabash Foods in October 1999, and is being used for general working capital needs. The U.S. Bancorp Line of Credit 12 bears interest at an annual rate of prime plus 1%. The U.S. Bancorp Term Loan A bears interest at an annual rate of prime and requires monthly principal payments of approximately $74,000, plus interest, until maturity in July 2006. The U.S. Bancorp Term Loan B bears interest at an annual rate of prime plus 2.5% and requires monthly principal payments of approximately $29,000, plus interest, until maturity in March 2001. In June 2000, the U.S Bancorp Credit Agreement was amended to include an additional $300,000 term loan (the "U.S. Bancorp Term Loan C") and to refinance a $715,000 non-interest bearing note due to U.S. Bancorp in June 2000. Proceeds from the U.S. Bancorp Term Loan C were used in connection with the June 2000 Boulder acquisition. The U.S. Bancorp Term Loan C bears interest at an annual rate of prime plus 2% and requires monthly principal payments of approximately $12,500, plus interest, until maturity in August 2002. The Company made a payment of $200,000 on the $715,000 non-interest bearing note and refinanced the balance in a term loan (the "U.S. Bancorp Term Loan D"). The U.S. Bancorp Term Loan D bears interest at an annual rate of prime plus 2% and requires monthly principal payments of approximately $21,500, plus interest, until maturity in June 2002. In April 2001, the U.S. Bancorp Credit Agreement was amended to increase the U.S. Bancorp Line of Credit from $3.0 million to $5.0 million, establish a $0.5 million capital expenditure line of credit and extend the U.S. Bancorp Line of Credit maturity date from October 2002 to October 31, 2003, and modify certain financial covenants. The U.S. Bancorp Credit Agreement is secured by accounts receivable, inventories, equipment and intangibles. Borrowings under the U.S. Bancorp Line of Credit are limited to 80% of eligible receivables and 60% of eligible inventories. On August 6, 2001, the Company had a borrowing base of approximately $4,623,000 under the U.S. Bancorp Line of Credit. The U.S. Bancorp Credit Agreement requires the Company to be in compliance with certain financial covenants, including a minimum cash flow coverage ratio, a minimum debt service coverage ratio, minimum annual operating results, a minimum tangible capital base and a minimum fixed charge coverage ratio. At June 30, 2001, the Company was in compliance with all of the financial covenants. Management believes that the fulfillment of the Company's plans and objectives will enable the Company to attain a sufficient level of profitability to remain in compliance with these financial performance criteria. There can be no assurance, however, that the Company will attain any such profitability and remain in compliance. Any acceleration under the U.S. Bancorp Credit Agreement prior to the scheduled maturity of the U.S. Bancorp Line of Credit or the U.S. Bancorp Term Loans could have a material adverse effect upon the Company. On August 6, 2001, there was an outstanding balance of $4,062,348 on the U.S. Bancorp Line of Credit. On October 7, 1999, pursuant to the terms of the U.S. Bancorp Credit Agreement, the Company issued to U.S. Bancorp a warrant (the "U.S. Bancorp Warrant") to purchase 50,000 shares of Common Stock for an exercise price of $1.00 per share. The U.S. Bancorp warrant is exercisable until October 7, 2004, the date of termination of the U.S. Bancorp Warrant, and provides the holder thereof certain piggyback registration rights. In connection with the implementation of the Company's business strategy, the Company may incur additional operating losses in the future and is likely to require future debt or equity financings (particularly in connection with future strategic acquisitions or capital expenditures). Expenditures relating to acquisition-related integration costs, market and territory expansion and new product development and introduction may adversely affect selling, general and administrative expenses and consequently may adversely affect operating and net income. These types of expenditures are expensed for accounting purposes as incurred, while revenue generated from the result of such expansion or new products may benefit future periods. Management believes that the Company will generate positive cash flow from operations during the next twelve months which, along with its existing working capital and borrowing facilities, should enable the Company to meet its operating cash requirements for the next twelve months. The belief is based on current operating plans and certain assumptions, including those relating to the Company's future revenue levels and expenditures, industry and general economic conditions and other conditions. If any of these factors change, the Company may require future debt or equity financings to meet its business requirements. There can be no assurance that any required financings will be available or, if available, on terms attractive to the Company. 13 FORWARD LOOKING STATEMENTS THIS QUARTERLY REPORT ON FORM 10-QSB, INCLUDING ALL DOCUMENTS INCORPORATED BY REFERENCE, INCLUDES "FORWARD-LOOKING" STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND SECTION 12E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, AND THE COMPANY DESIRES TO TAKE ADVANTAGE OF THE "SAFE HARBOR" PROVISIONS THEREOF. THEREFORE, THE COMPANY IS INCLUDING THIS STATEMENT FOR THE EXPRESS PURPOSE OF AVAILING ITSELF OF THE PROTECTIONS OF THE SAFE HARBOR WITH RESPECT TO ALL OF SUCH FORWARD-LOOKING STATEMENTS. IN THIS QUARTERLY REPORT ON FORM 10-QSB, THE WORDS "ANTICIPATES," "BELIEVES," "EXPECTS," "INTENDS," "ESTIMATES," "PROJECTS," "WILL LIKELY RESULT," "WILL CONTINUE," "FUTURE" AND SIMILAR TERMS AND EXPRESSIONS IDENTIFY FORWARD-LOOKING STATEMENTS. THE FORWARD-LOOKING STATEMENTS IN THIS QUARTERLY REPORT ON FORM 10-QSB REFLECT THE COMPANY'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES, INCLUDING SPECIFICALLY THE COMPANY'S RELATIVELY BRIEF OPERATING HISTORY, SIGNIFICANT HISTORICAL OPERATING LOSSES AND THE POSSIBILITY OF FUTURE OPERATING LOSSES, THE POSSIBILITY THAT THE COMPANY WILL NEED ADDITIONAL FINANCING DUE TO FUTURE OPERATING LOSSES OR IN ORDER TO IMPLEMENT THE COMPANY'S BUSINESS STRATEGY, THE POSSIBLE DIVERSION OF MANAGEMENT RESOURCES FROM THE DAY-TO-DAY OPERATIONS OF THE COMPANY AS A RESULT OF RECENTLY COMPLETED STRATEGIC ACQUISITIONS AND THE PURSUIT OF ADDITIONAL STRATEGIC ACQUISITIONS, POTENTIAL DIFFICULTIES RESULTING FROM THE INTEGRATION OF ACQUIRED BUSINESSES WITH THE COMPANY'S BUSINESS, OTHER ACQUISITION-RELATED RISKS, SIGNIFICANT COMPETITION, RISKS RELATED TO THE FOOD PRODUCTS INDUSTRY, CONSUMER ACCEPTANCE OF THE COMPANY'S EXISTING AND FUTURE PRODUCTS, VOLATILITY OF THE MARKET PRICE OF THE COMPANY'S COMMON STOCK, THE POSSIBLE DE-LISTING OF THE COMMON STOCK FROM THE NASDAQ SMALLCAP MARKET AND THOSE OTHER RISKS AND UNCERTAINTIES DISCUSSED HEREIN, THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM HISTORICAL RESULTS OR THOSE ANTICIPATED. IN LIGHT OF THESE RISKS AND UNCERTAINTIES, THERE CAN BE NO ASSURANCE THAT THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS QUARTERLY REPORT ON FORM 10-QSB WILL IN FACT TRANSPIRE OR PROVE TO BE ACCURATE. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN, WHICH SPEAK ONLY AS OF THE DATE HEREOF. THE COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY REVISE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES THAT MAY ARISE AFTER THE DATE HEREOF. ALL SUBSEQUENT WRITTEN OR ORAL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO THE COMPANY OR PERSONS ACTING ON ITS BEHALF ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THIS SECTION. 14 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company is periodically a party to various lawsuits arising in the ordinary course of business. Management believes, based on discussions with legal counsel, that the resolution of such lawsuits will not have a material effect on the Company's financial position or results of operations. 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 (a) The annual Meeting of Shareholders of the Company (the "Meeting") was held on May 22, 2001. (b) Proxies for the Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. There was no solicitation in opposition to the management's nominees as listed in the proxy statement and all of such nominees were elected. (c) At the Meeting, the Company's shareholders voted upon the election of seven directors of the Company. Management's nominees were Messrs. Thomas E. Cain, Thomas W. Freeze, Mark S. Howells, Eric J. Kufel, James W. Myers, Robert C. Pearson and Aaron M. Shenkman. There were no other nominees. The following are the respective numbers of votes cast "for" and "withheld" with respect to each nominee. Name of Nominee Votes Cast For Votes Withheld --------------- -------------- -------------- Thomas E. Cain 13,598,187 5,950 Thomas W. Freeze 13,598,187 5,950 Mark S. Howells 13,598,187 5,950 Eric J. Kufel 13,598,187 5,950 James W. Myers 13,598,187 5,950 Robert C. Pearson 13,598,187 5,950 Aaron M. Shenkman 13,598,187 5,950 (d) At the Meeting, the Company's shareholders voted to approve an amendment to the Poore Brothers, Inc. 1995 Stock Option Plan to increase the number of shares of Common Stock reserved for issuance thereunder by 500,000 shares, from 2,000,000 to 2,500,000 shares. The following are the respective number of votes cast "for", "against" and "abstaining". Votes for: 13,254,974 Votes against: 315,058 Votes abstaining: 34,105 There were no other matters voted upon at the Meeting. 15 ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: EXHIBIT NUMBER DESCRIPTION ------ ----------- 10.1 Third Amendment to Credit Agreement (dated March 30, 2001), by and between the Company and U.S. Bank National Association.* - ---------- * Filed herewith. (b) Current Reports on Form 8-K: None. 16 SIGNATURES In accordance with the requirements of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. POORE BROTHERS, INC. Dated: August 10, 2001 By: /s/ Eric J. Kufel ------------------------------------- Eric J. Kufel President and Chief Executive Officer (principal executive officer) Dated: August 10, 2001 By: /s/ Thomas W. Freeze ------------------------------------- Thomas W. Freeze Senior Vice President, Chief Financial Officer, Treasurer and Secretary (principal financial and accounting officer) 17 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------ ----------- 10.1 Third Amendment to Credit Agreement (dated March 30, 2001), by and between the Company and U.S. Bank National Association.* - ---------- * Filed herewith. EX-10.1 3 ex10-1.txt THIRD AMENDMENT TO CREDIT AGREEMENT Exhibit 10.1 THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is made and entered into as of ______________, 2001 by and between POORE BROTHERS, INC., a Delaware corporation ("PBI"), POORE BROTHERS ARIZONA, INC., an Arizona corporation ("PBAI"), POORE BROTHERS DISTRIBUTING, INC., an Arizona corporation ("PBDI"), TEJAS PB DISTRIBUTING, INC., an Arizona corporation ("TEJAS"), POORE BROTHERS - BLUFFTON, LLC (formerly known as Wabash Foods, LLC ("WABASH")), a Delaware limited liability company ("PBB"), BOULDER NATURAL FOODS, INC., an Arizona corporation ("BOULDER"), and BN FOODS, INC., a Colorado corporation ("BNF") (PBI, PBAI, PBDI, Tejas, PBB, Boulder and BNF each a "BORROWER" and collectively the "BORROWER" or the "BORROWERS"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, successor in interest to U.S. BANCORP REPUBLIC COMMERCIAL FINANCE, INC., a Minnesota corporation (the "LENDER"). RECITALS: A. PBI, PBAI, PBDI, Tejas, PBB (as Wabash) and the Lender entered into a certain Credit Agreement dated as of October 3, 1999, as amended by that certain First Amendment to Credit Agreement dated as of June 30, 2000, and as further amended by that certain Second Amendment to Credit Agreement dated as of March 1, 2001 (as amended, the "Credit Agreement"). All capitalized terms not otherwise defined herein shall have the meanings given to them in the Credit Agreement. B. Boulder became a party to, and a "Borrower" under, the Credit Agreement pursuant to the terms and conditions of that certain Joinder Agreement dated as of June 7, 2000 by and between Boulder, Lender, PBI, PBAI, PBDI, Tejas and PBB (as Wabash). C. BNF became a party to, and a "Borrower" under, the Credit Agreement pursuant to the terms and conditions of that certain Joinder Agreement dated as of June 30, 2000 by and between BNF, Lender, PBI, PBAI, PBDI, Tejas, PBB (as Wabash) and Boulder. D. The Borrowers have requested the Lender to amend the Credit Agreement to provide for (i) an increase in the Revolving Commitment Amount (as defined in the Credit Agreement) to $5,000,000, (ii) a new $500,000 capital expenditure line of credit, and (iii) certain modifications to the financial covenants set forth therein. The Lender has agreed to do so upon the terms and subject to the conditions herein set forth. AGREEMENTS: NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for One Dollar and other good and valuable consideration, the nature, receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. DELIVERY OF DOCUMENTS. At or prior to the execution of this Amendment, Borrowers shall have delivered or caused to be delivered to the Lender the following documents each dated such date and in form and substance satisfactory to the Lender and duly executed by all appropriate parties: (a) This Amendment; (b) Revolving Note in the form attached hereto; (c) Capital Expenditure Note in the form attached hereto; (d) Acknowledgment and Consent of Subordinated Lender from Wells Fargo Small Business Investment Company, Inc. in the form attached hereto; (e) The Articles of Merger of PBDI with and into PBI, for filing with the State of Arizona; (f) The Plan and Agreement of Merger of PBDI with and into PBI; (g) The Certificate of Ownership and Merger of PBDI with and into PBI, for filing with the State of Delaware; (h) The Unanimous Consent of the Directors of PBDI authorizing the merger transaction contemplated by the documents listed in items 1(e)-1(g) above; (i) The Unanimous Consent of Directors of PBI authorizing the merger transaction contemplated by the documents listed in items 1(e)-(g) above; (j) The Articles of Merger of PBAI with and into PBI, for filing with the State of Arizona; (k) The Plan and Agreement of Merger of PBAI with and into PBI; (l) The Certificate of Ownership and Merger of PBAI with and into PBI, for filing with the State of Delaware; (m) The Unanimous Consent of the Directors of PBAI authorizing the merger transaction contemplated by the documents listed in items 1(j)-1(l) above; (n) The Unanimous Consent of Directors of PBI authorizing the merger transaction contemplated by the documents listed in items 1(j)-(l) above; (o) Evidence of the conversion of the subordinated debt previously held by Renaissance Capital Growth and Income Fund III, Inc. into capital stock of PBI; (p) Evidence of payment to Lender of a fully earned, nonrefundable facility increase fee of $20,000; 2 (q) Evidence of payment to Lender of a fully earned, nonrefundable origination fee of $5,000 with respect to the new capital expenditure line of credit; and (r) Such other documents or instruments as the Lender may reasonably require, including, without limitation, any financing statements, notices or other instruments, required by Lender to evidence or perfect more effectively the security interest of Lender in the Collateral (as that term is defined in the Security Agreement). 2. AMENDMENTS. SECTION 2.1. DEFINED TERMS. (a) The following terms defined in Section 1.1 of the Credit Agreement are hereby amended and restated in their entirety to read as follows: "NOTES": The Revolving Note, the Term Notes and the Capital Expenditure Loan Note. "REVOLVING COMMITMENT AMOUNT": An amount equal to $5,000,000. (b) The definition of "Facility Amount" in Section 2.1 of the Credit Agreement is hereby deleted in its entirety. (c) The following new defined terms are hereby added to Section 1.1 of the Credit Agreement: "CAPITAL EXPENDITURE LOAN": As defined in Section 2.1(f). "CAPITAL EXPENDITURE LOAN AMOUNT": As defined in Section 2.1(f). "CAPITAL EXPENDITURE LOAN AVAILABILITY TERMINATION DATE": As defined in Section 2.1(f). "CAPITAL EXPENDITURE LOAN COMMITMENT": The obligation of the Lender to make Capital Expenditure Loans to the Borrower up to the Capital Expenditure Loan Amount upon the terms and subject to the conditions and limitations of this Agreement. "CAPITAL EXPENDITURE LOAN NOTE": As defined in Section 2.3. 3 "COMMITMENTS": The Revolving Commitment, the Term Loan A Commitment, the Term Loan B Commitment, the Term Loan C Commitment, the Term Loan D Commitment and the Capital Expenditure Loan Commitment. "FACILITY AMOUNT": An amount equal to the sum of the Revolving Commitment Amount, plus the Term Loan A Commitment Amount, plus the Term Loan B Commitment Amount, plus the Term Loan C Commitment Amount, plus the Term Loan D Commitment Amount, plus the Capital Expenditure Loan Amount. "QUALIFIED CAPITAL EXPENDITURE": A Capital Expenditure which meets the following requirements: (a) it arises in the ordinary course of the Borrower's business; (b) no portion thereof has been paid by or financed with any other Person; (c) the capital assets acquired with such Capital Expenditure are in good and workable conditions, ordinary wear and tear excepted; (d) the capital assets acquired with such Capital Expenditure are not subject to any prior assignment, claim or Lien other than (i) a first priority Lien in favor of the Lender, and (ii) Liens consented to by the Lender in writing; (e) the capital assets acquired with such Capital Expenditure comply with the Borrower's specifications and has been delivered to and accepted by the Borrower; (f) there exists no dispute with respect thereto between the Borrower and the manufacturer or supplier of the capital assets acquired with such Capital Expenditure including, without limitation, warranties or other claims; (g) the capital assets acquired with such Capital Expenditure do not, in any way violate or fail to meet any warranty, representation or covenant contained in the Loan Documents relating directly or indirectly to such assets; (h) the Lender has determined in its sole and absolute discretion that the capital assets acquired with such Capital Expenditure are not unacceptable due to age, type, condition or quality; and (i) the Capital Expenditure is not made in payment of obligations arising under any lease with respect to which the lessee is required concurrently to recognize the acquisition of an assent and the incurrence of a liability in accordance with GAAP. SECTION 2.2 REVISIONS TO REVOLVING LINE OF CREDIT. Section 2.1(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 4 "2.1(a) REVOLVING CREDIT. A revolving loan (the "REVOLVING LOAN") to the Borrower available as advances ("ADVANCES") at any time and from time to time from the Closing Date to October 31, 2003 (the "REVOLVING MATURITY DATE"), during which period the Borrower may borrow, repay, and reborrow in accordance with the provisions hereof, provided, that the unpaid principal amount of revolving Advances shall not exceed the lesser of (i) the Revolving Commitment Amount, and (ii) the Borrowing Base." SECTION 2.3 NEW CAPITAL EXPENDITURE LINE OF CREDIT. A new Section 2.1(f) is hereby added to the Credit Agreement to read as follows: "2.1(f) CAPITAL EXPENDITURE LOANS. One or more loans (each, a "CAPITAL EXPENDITURE LOAN" and collectively, the "CAPITAL EXPENDITURE LOANS") to the Borrower during the period from and after the date hereof until the earlier of the Revolving Maturity Date or December 31, 2001 (the "CAPITAL EXPENDITURE LOAN AVAILABILITY TERMINATION DATE", in such amounts and at such times as the Borrower may from time to time request, up to but not in excess of (i) with respect to each Capital Expenditure Loan, an amount equal to the Qualified Capital Expenditures to be paid with the proceeds of such Capital Expenditure Loan, and (ii) with respect to Capital Expenditure Loans in the aggregate, an amount equal to $500,000 (the "CAPITAL EXPENDITURE LOAN AMOUNT"). The proceeds of each Capital Expenditure Loan shall be used by the Borrower solely to pay Qualified Capital Expenditures. Each request for a Capital Expenditure Loan shall be in a minimum amount of $100,000." SECTION 2.4 PROCEDURE FOR CAPITAL EXPENDITURE LOANS. Section 2.2 of the Credit Agreement is hereby amended by deleting in its entirety the last sentence of said Section and replacing it with the following: "Notice of Borrower's intention to request a Term Loan or a Capital Expenditure Loan shall be subject to the same time limits and other requirements set forth in this Section 2.2." SECTION 2.5 CAPITAL EXPENDITURE LOAN NOTE. Section 2.3 of the Credit Agreement is hereby amended by deleting in its entirety the last sentence of said Section and replacing it with the following: "The Capital Expenditure Loan shall be evidenced by a promissory note of the Borrower to the Lender in an amount equal to the Capital Expenditure Loan Amount, such promissory note to be in a form acceptable to the Lender (the "CAPITAL EXPENDITURE LOAN NOTE"). The Lender shall enter in its ledgers and records the payments made on the Revolving Note, Term Note A, Term Note B, Term Note C, Term Note D and the Capital Expenditure Note, and the amount of each Advance made and the payments made thereon, and the Lender is authorized by the Borrower to enter on a schedule attached to the Notes a record of such Advances and payments." 5 SECTION 2.6 INTEREST ON CAPITAL EXPENDITURE LOAN NOTE. Section 2.4 of the Credit Agreement is hereby amended by adding the following new sentence immediately before the last sentence of said Section: "Interest shall accrue and be payable on the unpaid balance of the Capital Expenditure Loan Note at a floating rate per annum equal to the Reference Rate plus 1%; PROVIDED, HOWEVER, that upon the happening of any Event of Default, then, at the option of the Lender, the unpaid balance of the Capital Expenditure Loan Note shall thereafter bear interest at a floating rate per annum equal to the Reference Rate plus 3%." SECTION 2.7 REPAYMENT OF CAPITAL EXPENDITURE LOAN NOTE. Section 2.6 of the Credit Agreement is hereby amended by adding thereto a new subsection 2.6(f) to read as follows: "2.6(f) REPAYMENT OF CAPITAL EXPENDITURE LOAN NOTE. Principal of the Capital Expenditure Loans shall mature and be payable in consecutive equal monthly installments due on the first day of each month in an amount sufficient to fully amortize the aggregate principal balance of the Capital Expenditure Loans outstanding on the Capital Expenditure Loan Availability Termination Date by the last day of the twenty-fourth (24th) month following such date. Such payments shall commence on the first day of the first month to occur after the Capital Expenditure Loan Availability Termination Date and shall continue on the first day of each month thereafter until the Revolving Maturity Date, at which time a final balloon payment equal to the outstanding principal balance of the Capital Expenditure Loans outstanding on such date shall be due and payable. Borrower may, upon three Business Days' notice to the Lender, prepay the principal of the Capital Expenditure Loans in whole or in part without premium. Any partial prepayment of principal of the Capital Expenditure Loans shall be in a minimum amount of the lesser of (A) the outstanding principal balance of the Capital Expenditure Loans or (B) $25,000 or an integral multiple thereof, and shall be applied to the unpaid installments of the Capital Expenditure Loans in the inverse order of their maturities. Any principal of the Capital Expenditure Loans which is repaid may not be reborrowed. Any regularly scheduled payment due in respect of the Capital Expenditure Loans may be made with the proceeds of an Advance only if, immediately before and after giving effect to such payment, no Default or Event of Default then exists or would result therefrom. No portion of the Capital Expenditure Loans may be prepaid with the proceeds of any Advance." SECTION 2.8 AMENDMENT OF CAPITAL EXPENDITURES NEGATIVE COVENANT. Section 6.4 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: "SECTION 6.4 CAPITAL EXPENDITURES. The Borrowers will not make Capital Expenditures, on a consolidated basis, in an aggregate amount exceeding (a) $1,750,000 in the fiscal year ended December 31, 2001, and (b) $335,000 in any fiscal year thereafter." SECTION 2.9 AMENDMENT OF TANGIBLE CAPITAL BASE NEGATIVE COVENANT. Section 6.9 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 6 "SECTION 6.9 TANGIBLE CAPITAL BASE. The Borrower will not permit its Tangible Capital Base (the excess of its assets, excluding intangible assets, plus subordinated debt (which includes, without limitation, debt subordinated pursuant to the Subordination Agreements), over its liabilities, on a consolidated basis) to be less than the amount set forth below opposite the applicable measurement date set forth below: Applicable Minimum Tangible Measurement Date Capital Base ---------------- ------------ December 31, 2000 $4,000,000 December 31, 2001 $4,500,000 December 31, 2002 and each Required Tangible Capital December 31 thereafter Base Amount As used in this Section 6.9, the "Required Tangible Capital Base Amount" for any given measurement date is an amount equal to the sum of the minimum Tangible Capital Base required as of the immediately preceding measurement date, plus fifty percent (50%) of the consolidated Annual Net Profit realized by the Borrower since such immediately preceding measurement date (with any net loss counting as zero in such calculation)." SECTION 2.10 AMENDMENT OF FIXED CHARGE COVERAGE RATIO NEGATIVE COVENANT. Section 6.11 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: "SECTION 6.11 FIXED CHARGE COVERAGE RATIO. (i) As of the last day of each period stated below, Borrower will not permit the Fixed Charge Coverage Ratio for such period to be less than the ratio stated below for such period: PERIOD MINIMUM RATIO ------ ------------- From 1/1/01 through and including 3/31/01 0.90 to 1.00 From 1/1/01 through and including 6/30/01 1.00 to 1.00 From 1/1/01 through and including 9/30/01 1.00 to 1.00 From 1/1/01 through and including 12/31/01 1.00 to 1.00 (ii) Beginning with the fiscal quarter ending March 31, 2002, as of the last day of any fiscal quarter, Borrower will not permit the Fixed Charge Coverage Ratio for the four consecutive fiscal quarters ending on such date to be less than 1.10 to 1.00." 7 SECTION 2.11 AMENDMENT OF DEBT SERVICE COVERAGE RATIO NEGATIVE COVENANT. Section 6.12 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: "SECTION 6.12 DEBT SERVICE COVERAGE RATIO. (i) As of the last day of each period stated below, Borrower will not permit the Debt Service Coverage Ratio for such period to be less than the ratio stated below for such period: PERIOD MINIMUM RATIO ------ ------------- From 1/1/01 through and including 3/31/01 0.90 to 1.00 From 1/1/01 through and including 6/30/01 1.00 to 1.00 From 1/1/01 through and including 9/30/01 1.00 to 1.00 From 1/1/01 through and including 12/31/01 1.00 to 1.00 (ii) Beginning with the fiscal quarter ending March 31, 2002, as of the last day of any fiscal quarter, Borrower will not permit the Debt Service Coverage Ratio for the four consecutive fiscal quarters ending on such date to be less than 1.10 to 1.00." 3. CONTINUING OBLIGATION; REPRESENTATIONS. To induce the Lender to enter into this Amendment, the Borrowers represent and warrant to the Lender as follows: SECTION 3.1 CONTINUING OBLIGATION. Borrowers acknowledge and agree that they remain obligated for the payment of indebtedness evidenced and secured by the Credit Agreement and the other Loan Documents, and agree to be bound by and to perform all of the covenants and agreements set forth in said documents and instruments, as the same may be amended by this Amendment. SECTION 3.2 REAFFIRMATION OF REPRESENTATIONS. Borrowers hereby restate and reaffirm all representations, warranties and covenants contained in the Credit Agreement and the Loan Documents, the same as if such covenants, representations and warranties were made by Borrowers on the date hereof. 4. MERGER DOCUMENTS. Upon filing of the documents listed in Sections 1(e) and 1(g), and/or the documents listed in Sections 1(j) and 1(l), with the Arizona Secretary of State and the Delaware Secretary of State, respectively, Borrower agrees to promptly inform Lender of such filing, and Borrower further agrees to deliver to the Lender, within ten (10) days of such filing, true copies of such filed documents bearing proof of filing with the respective Secretaries of State. 8 5. TRADEMARK REGISTRATION. Borrower covenants and agrees to deliver to Lender (a) as soon as possible and in any event not later than ten (10) days after Borrower's receipt of the same from the U.S. Patent and Trademark Office, the Certificate of Registration relating to its application for federal registration of its "Pizzarias" trademark, and (b) upon Lender's request, a Notice of Grant of Security Interest in Trademarks signed by PBI and relating to such trademark, in form and substance acceptable to Lender. 6. FEES AND EXPENSES. The Borrowers agree to pay or reimburse the Lender for all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys' fees, and out-of-pocket disbursements of Lender's legal counsel) incurred by the Lender in connection with this Amendment and related documents. 7. EXECUTION IN COUNTERPARTS. This Amendment may be executed in two or more counterparts each of which shall be an original and all of which shall constitute but one and the same instrument. 8. REFERENCES. All references to the Credit Agreement in any document or instrument are hereby amended and shall refer to the Credit Agreement as amended by this Amendment. Except as amended hereby, the provisions of the Credit Agreement shall remain unmodified and in full force and effect. [Remainder of page intentionally left blank; Signature pages follow] 9 IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to Credit Agreement be executed as of the day and year first above written. BORROWERS: POORE BROTHERS, INC., a Delaware corporation By_________________________________ Its_______________________________ POORE BROTHERS ARIZONA, INC., an Arizona corporation By_________________________________ Its_______________________________ POORE BROTHERS DISTRIBUTING, INC., an Arizona corporation By_________________________________ Its_______________________________ TEJAS PB DISTRIBUTING, INC., an Arizona corporation By_________________________________ Its_______________________________ POORE BROTHERS - BLUFFTON, LLC, a Delaware limited liability company (formerly known as Wabash Foods, LLC) By_________________________________ Its_______________________________ BOULDER NATURAL FOODS, INC., an Arizona corporation By_________________________________ Its_______________________________ 10 BN FOODS, INC., a Colorado corporation By_________________________________ Its_______________________________ LENDER: U.S. BANK NATIONAL ASSOCIATION, a national banking association By_________________________________ Its_______________________________ 11 ACKNOWLEDGMENT AND CONSENT OF SUBORDINATED LENDER WELLS FARGO SMALL BUSINESS INVESTMENT COMPANY, INC., a California corporation ("Wells Fargo") hereby acknowledges and agrees that (a) the attached Revolving Note and the increase in the Revolving Commitment Amount to $5,000,000 under the Credit Agreement (and any amounts borrowed by Borrowers pursuant to such increase), (b) the attached Capital Expenditure Loan Note and any amounts advanced against such Note, and (c) any other loans, advances or other financial accommodations now or hereafter made by the Lender to any one or more of the Borrowers (collectively, the "Additional Credit") shall constitute "Senior Debt" as that term is defined in that certain Subordination Agreement (Debt and Security) dated October 3, 1999 by and between Wells Fargo and U.S. BANCORP REPUBLIC COMMERCIAL FINANCE, INC, a Minnesota corporation, predecessor in interest to U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "Subordination Agreement"). Accordingly, Wells Fargo hereby expressly acknowledges and agrees that any obligation now or hereafter owed by any one or more of the Borrowers to Wells Fargo is and shall be subordinate to the Additional Credit and the other Senior Debt in accordance with the terms and conditions set forth in the Subordination Agreement. WELLS FARGO SMALL BUSINESS INVESTMENT COMPANY, INC. By_________________________________ Its_______________________________ 12 REVOLVING NOTE $5,000,000 ______________, 2001 FOR VALUE RECEIVED, POORE BROTHERS, INC., a corporation organized under the laws of the State of Delaware ("PBI"), POORE BROTHERS ARIZONA, INC., an Arizona corporation ("PBAI"), POORE BROTHERS DISTRIBUTING, INC., an Arizona corporation ("PBDI"), TEJAS PB DISTRIBUTING, INC., an Arizona corporation ("Tejas") and POORE BROTHERS - BLUFFTON, LLC (formerly known as Wabash Foods, LLC), a Delaware limited liability company ("PBB"), (PBI, PBAI, PBDI, Tejas and PBB each a Borrower and collectively the "Borrower" or the "Borrowers"), hereby jointly and severally promise to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Lender") at its main office in Minneapolis, Minnesota, in lawful money of the United States of America in immediately available funds on the Revolving Maturity Date (as such term and each other capitalized term used herein are defined in the Credit Agreement hereinafter referred to) the principal amount of FIVE MILLION AND NO/100 DOLLARS ($5,000,000.00) or, if less, the aggregate unpaid principal amount of all Revolving Advances made by the Lender under the Credit Agreement, and to pay interest (computed on the basis of actual days elapsed and a year of 360 days) in like funds on the unpaid principal amount hereof from time to time outstanding at the rates and times set forth in the Credit Agreement. This note is the Revolving Note referred to in the Credit Agreement dated as of October 3, 1999, as amended by that certain First Amendment to Credit Agreement dated as of June 30, 2000, as further amended by that certain Second Amendment to Credit Agreement dated as of March 1, 2001, and as further amended by that certain Third Amendment to Credit Agreement dated as of ___________, 2001 (as the same may be hereafter from time to time amended, restated or modified, the "Credit Agreement") between the undersigned and the Lender. This note is secured, it is subject to certain permissive and mandatory prepayments and its maturity is subject to acceleration, in each case upon the terms provided in said Credit Agreement. In the event of default hereunder, the undersigned agrees to pay all costs and expenses of collection, including reasonable attorneys' fees. The undersigned waives demand, presentment, notice of nonpayment, protest, notice of protest and notice of dishonor. This note is issued as replacement for, and not payment of, that certain Revolving Note dated as of March 1, 2001 made payable by the Borrowers to the order of Lender in the original principal amount of Four Million and No/100 Dollars ($4,000,000.00). [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 13 THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. BORROWERS: POORE BROTHERS, INC., a Delaware corporation By_________________________________ Its_______________________________ POORE BROTHERS ARIZONA, INC., an Arizona corporation By_________________________________ Its_______________________________ POORE BROTHERS DISTRIBUTING, INC., an Arizona corporation By_________________________________ Its_______________________________ TEJAS PB DISTRIBUTING, INC., an Arizona corporation By_________________________________ Its_______________________________ POORE BROTHERS - BLUFFTON, LLC, a Delaware limited liability company By_________________________________ Its_______________________________ BOULDER NATURAL FOODS, INC., an Arizona corporation By_________________________________ Its_______________________________ BN FOODS, INC., a Colorado corporation By_________________________________ Its_______________________________ 14 CAPITAL EXPENDITURE LOAN NOTE $500,000 _______________, 2001 FOR VALUE RECEIVED, POORE BROTHERS, INC., a corporation organized under the laws of the State of Delaware ("PBI"), POORE BROTHERS ARIZONA, INC., an Arizona corporation ("PBAI"), POORE BROTHERS DISTRIBUTING, INC., an Arizona corporation ("PBDI"), TEJAS PB DISTRIBUTING, INC., an Arizona corporation ("Tejas") and POORE BROTHERS - BLUFFTON, LLC (formerly known as Wabash Foods, LLC), a Delaware limited liability company ("PBB"), (PBI, PBAI, PBDI, Tejas and PBB each a Borrower and collectively the "Borrower" or the "Borrowers"), hereby jointly and severally promise to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Lender") at its main office in Minneapolis, Minnesota, in lawful money of the United States of America in immediately available funds the principal sum of Five Hundred Thousand and No/100 Dollars ($500,000.00) or, if less, the aggregate unpaid principal amount of all Capital Expenditure Loans made by the Lender to the Borrower pursuant to the Credit Agreement referred to below, together with interest on the principal amount hereunder from the date hereof until this Note is fully paid at the rates from time to time in effect under the Credit Agreement. The principal hereof and interest accruing thereon shall be due and payable as provided in the Credit Agreement. This Note may be prepaid only in accordance with the Credit Agreement. This Note is the "Capital Expenditure Loan Note" referred to in the Credit Agreement dated as of October 3, 1999, as amended by that certain First Amendment to Credit Agreement dated as of June 30, 2000, as further amended by that certain Second Amendment to Credit Agreement dated as of March 1, 2001, and as further amended by that certain Third Amendment to Credit Agreement dated as of ___________, 2001 (as the same may be hereafter from time to time amended, restated or modified, the "Credit Agreement") between the undersigned and the Lender. This note is secured, it is subject to certain permissive and mandatory prepayments and its maturity is subject to acceleration, in each case upon the terms provided in said Credit Agreement. In the event of default hereunder, the undersigned agrees to pay all costs and expenses of collection, including reasonable attorneys' fees. The undersigned waives demand, presentment, notice of nonpayment, protest, notice of protest and notice of dishonor. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 15 THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. BORROWERS: POORE BROTHERS, INC., a Delaware corporation By_________________________________ Its_______________________________ POORE BROTHERS ARIZONA, INC., an Arizona corporation By_________________________________ Its_______________________________ POORE BROTHERS DISTRIBUTING, INC., an Arizona corporation By_________________________________ Its_______________________________ TEJAS PB DISTRIBUTING, INC., an Arizona corporation By_________________________________ Its_______________________________ POORE BROTHERS - BLUFFTON, LLC, a Delaware limited liability company By_________________________________ Its_______________________________ BOULDER NATURAL FOODS, INC., an Arizona corporation By_________________________________ Its_______________________________ BN FOODS, INC., a Colorado corporation By_________________________________ Its_______________________________ 16 -----END PRIVACY-ENHANCED MESSAGE-----