**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

**FORM 10-Q**

**oQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934**

**Forthe quarterly period ended April 1, 2006**

**or**

**oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934**

**Forthe transition period from            to**

**CommissionFile Number: 333-124826**

**TWC Holding LLC**

(Exact name of registrantas specified in its charter) 

| **Delaware**                                           |   | **59-3781176**                        |
|--------------------------------------------------------|--------|---------------------------------------|
| (State or other  jurisdiction of incorporation or      |   | (I.R.S. Employer  Identification No.) |
| organization)                                          |   |                                  |
|                                                   |   |                                  |
| **4701  Creek Road, Suite 200, Cincinnati, Ohio** |   | **42542**                             |
| (Address of  principal executive offices)              |   | (Zip Code)                            |

 

**(513) 794-9800**

(Registrant’s telephone number,including area code)

**N/A**

(Former name, formeraddress and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days. o  Yes    x  No

Indicate by check mark whether the registrant is aLarge Accelerated filer, or a Non-Accelerated filer. See definition of“Accelerated filer’’ in Rule 12b-2 of the Exchange Act.

Large Acceleratedfiler o      Acceleratedfiler o      Non-Acceleratedfiler   x

Indicate by check mark whether the registrant is ashell company (as defined in Rule 12b-2 of the Exchange Act). o  Yes    x  No

The Registrant has two classes of membership interests.As of May 5, 2006, Veritas Capital Management II, LLC held 94.7% of theclass A membership interests and the remaining interest were held by variouspersons or entities.

 

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**TWC HOLDING LLCTable of Contents**
| **PART I - FINANCIAL  INFORMATION**                                                                                     | ** ** | ** ** |
|-------------------------------------------------------------------------------------------------------------------------|------------|------------|
| Item  1. Financial Statements (unaudited)                                                                               |       |       |
| Unaudited  Condensed Consolidated Balance Sheet  at December 31, 2005 and April 1, 2006                                 |       |       |
| Unaudited  Condensed Consolidated Statement of Operations for  the thirteen weeks Ended April 2, 2005 and April 1, 2006 |       |       |
| Unaudited  Condensed Consolidated Statement of Cash Flows for  the thirteen weeks Ended April 2, 2005 and April 1, 2006 |       |       |
| Notes to  Unaudited Condensed Consolidated Financial Statements                                                         |       |       |
| Item 2. Management's Discussion and Analysis of  Financial Condition and Results of Operations                          |       |       |
| Item 3. Quantitative and Qualitative Disclosures About  Market Risk                                                     |       |       |
| Item  4. Controls and Procedures                                                                                        |       |       |
| Forward-Looking  Statements                                                                                             |       |       |
| **PART  II - OTHER INFORMATION**                                                                                        | ** ** | ** ** |
| Item  1. Legal Proceedings                                                                                              |       |       |
| Item 2. Unregistered Sales of Equity Securities and  Use of Proceeds                                                    |       |       |
| Item 3. Defaults Upon Senior Securities                                                                                 |       |       |
| Item 4. Submissions of Matters to a Vote of Security  Holders                                                           |       |       |
| Item  5. Other Information                                                                                              |       |       |
| Item 6.  Exhibits                                                                                                       |       |       |
| Signatures                                                                                                              |       |       |

 

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**Part I —Financial Information**

**Item I FinancialStatements**

**TWC HOLDING LLCCondensed Consolidated Balance Sheet(Unaudited)**
| ** **                                       | ** ** | **December 31, 2005** | ** **  | **April 1, 2006** | ** ** |
|--------------------------------------------------|------------|---------------------------------|-------------|-----------------------------|------------|
| **Assets**                                       |       |                            |        |                        |       |
| Current assets                                   |       |                            |        |                        |       |
| Cash and cash equivalents                        |       | $                               | 17,334,734  |                        | $          | 3,011,734 |   |
| Trade accounts receivable, net                   |       | 19,186,813                      |        | 14,962,723                  |       |
| Inventories                                      |       | 27,954,296                      |        | 23,957,554                  |       |
| Prepaid expenses and other current assets        |       | 630,245                         |        | 918,194                     |       |
| Deferred income taxes                            |       | 1,403,035                       |        | 1,403,035                   |       |
| Total current assets                             |       | 66,509,122                      |        | 44,253,240                  |       |
| Property and  equipment, net                     |       | 42,914,227                      |        | 42,941,138                  |       |
| Goodwill                                         |       | 77,573,207                      |        | 77,573,207                  |       |
| Intangible  assets, net                          |       | 17,128,127                      |        | 15,954,481                  |       |
| Other noncurrent  assets                         |       | 7,224,698                       |        | 6,740,027                   |       |
| Total assets                                     |       | $                               | 211,349,381 |                        | $          | 187,462,093 |   |
| **Liabilities and Stockholder’s  Equity**   |       |                            |        |                        |       |
| Current liabilities                              |       |                            |        |                        |       |
| Trade accounts payable                           |       | $                               | 19,900,050  |                        | $          | 9,805,891 |   |
| Accrued expenses                                 |       | 8,331,770                       |        | 5,630,618                   |       |
| Accrued interest                                 |       | 6,276,896                       |        | 2,878,463                   |       |
| Taxes payable                                    |       | 977,237                         |        | —                      |       |
| Total current liabilities                        |       | 35,485,953                      |        | 18,314,972                  |       |
| Deferred income  taxes and other liabilities     |       | 4,022,627                       |        | 4,475,137                   |       |
| Other  liabilities                               |       | 433,848                         |        | 675,285                     |       |
| Long-term debt                                   |       | 154,335,507                     |        | 155,303,394                 |       |
| Total liabilities                                |       | 194,277,935                     |        | 178,768,788                 |       |
| **Commitments and Contingencies**                |       |                            |        |                        |       |
| Member’s equity                             |       |                            |        |                        |       |
| Member’s interest                           |       | 14,038,007                      |        | 14,038,007                  |       |
| Additional paid-in capital                       |       | 232,680                         |        | 274,448                     |       |
| Retained earnings (deficit)                      |       | 2,800,759                       |        | (5,619,150                  | )          |
| Total stockholder’s equity                  |       | 17,071,446                      |        | 8,693,305                   |       |
| Total  liabilities and stockholder’s equity |       | $                               | 211,349,381 |                        | $          | 187,462,093 |   |

 

The accompanying notes are an integral part of theseconsolidated financial statements.

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**TWC HOLDING LLCCondensed Consolidated Statement of Operations(Unaudited)**

|                                               | ** ** | **Thirteen Weeks Ended** | ** ** |
|-----------------------------------------------|------------|------------------------------------|------------|
| ** **                                    | ** ** | **April 2, 2005**        | ** ** | **April 1, 2006** | ** ** |
| Net sales                                     |       | $                                  | 58,832,215 |   | $ | 65,750,688 |   |
| Cost of sales                                 |       | 52,383,525                         |       | 61,278,441 |   |
| Gross profit                                  |       | 6,448,690                          |       | 4,472,247 |   |
| Selling, general  and administrative expenses |       | 4,852,250                          |       | 8,011,302 |   |
| Operating profit / (loss)                     |       | 1,596,440                          |       | (3,539,055 | ) |
| Other (expense)  income                       |       |                               |       |   |   |
| Interest income                               |       | 33,781                             |       | 63,369 |   |
| Interest expense                              |       | (4,113,036                         | )          | (4,327,133 | ) |
| Other income (expense), net                   |       | 80,439                             |       | (154,462 | ) |
| Total other expense                           |       | (3,998,816                         | )          | (4,418,226 | ) |
| Loss before  income taxes                     |       | (2,402,376                         | )          | (7,957,281 | ) |
| Provision for  income taxes                   |       | 556,120                            |       | 462,630 |   |
| Net loss                                      |       | $                                  | (2,958,496 | ) | $ | (8,419,911 | ) |

 

The accompanying notes are an integral part of theseconsolidated financial statements.

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**TWC HOLDING LLCCondensed Consolidated Statement of Cash Flows(Unaudited)**
| ** **                                                                                  | ** ** | **Thirteen Weeks Ended** | ** ** |
|---------------------------------------------------------------------------------------------|------------|------------------------------------|------------|
| ** **                                                                                  | ** ** | **April 2, 2005 **  | ** ** | **April 1, 2006** | ** ** |
| **Cash flows from operating  activities**                                                   |       |                               |       |   |   |
| Net income                                                                                  |       | $                                  | (2,958,496 | ) | $ | (8,419,911) |   |
| Adjustments to reconcile net income to net cash provided  by (used in) operating activities |       |                               |       |   |   |
| Depreciation of property and equipment                                                      |       | 947,794                            |       | 1,883,510 |   |
| Amortization of intangibles and bond issue cost                                             |       | 1,883,465                          |       | 1,134,449 |   |
| Deferred income tax (benefit) expense                                                       |       | 456,000                            |       | 452,510 |   |
| Interest expense on Senior PIK Notes                                                        |       | —                             |       | 967,887 |   |
| Compensation expense for stock options                                                      |       | (43,920                            | )          | 41,769 |   |
| Changes in  assets and liabilities                                                          |       |                               |       |   |   |
| Trade accounts receivable                                                                   |       | 1,314,849                          |       | 4,224,090 |   |
| Inventories                                                                                 |       | 1,122,779                          |       | 3,996,742 |   |
| Prepaid expenses and other current assets                                                   |       | (608,669                           | )          | (287,949 | ) |
| Other noncurrent assets                                                                     |       | (21,710                            | )          | 523,868 |   |
| Trade accounts payable and accrued expenses                                                 |       | 420,623                            |       | (12,795,311 | ) |
| Accrued bond interest                                                                       |       | (3,964,844                         | )          | (3,398,433 | ) |
| Taxes payable                                                                               |       | —                             |       | (977,237 | ) |
| Other liabilities                                                                           |       | —                             |       | 241,437 |   |
| Net cash used in operating activities                                                       |       | (1,452,129                         | )          | (12,412,579 | ) |
| **Cash flows from investing  activities**                                                   |       |                               |       |   |   |
| Capital  expenditures                                                                       |       | (1,801,687                         | )          | (1,910,421 | ) |
| Net cash used in investing activities                                                       |       | (1,801,687                         | )          | (1,910,421 | ) |
| **Cash flows from financing  activities**                                                   |       |                               |       |   |   |
| Change in book  overdrafts                                                                  |       | 108,550                            |       | — |   |
| Proceeds from  issuance of Senior PIK Notes                                                 |       | 23,663,086                         |       | — |   |
| Return of  Capital                                                                          |       | (23,461,993                        | )          |   |   |
| Net cash provided by financing activities                                                   |       | 309,643                            |       | — |   |
| Net increase (decrease) in cash and cash equivalents                                        |       | (2,944,173                         | )          | (14,323,000 | ) |
| **Cash and cash equivalents**                                                               |       |                               |       |   |   |
| Beginning of  period                                                                        |       | 3,289,030                          |       | 17,334,734 |   |
| End of period                                                                               |       | $                                  | 344,857    |   | $ | 3,011,734 |   |

 

The accompanying notes are an integral part of theseconsolidated financial statements.

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**THE WORNICKCOMPANYNotes to the Unaudited Consolidated Financial Statements**

**1.**                 Organization

TWC Holding LLC (the “Company”) and its wholly ownedsubsidiaries The Wornick Company, a Delaware corporation (“Wornick” or the “OperatingCompany”) and TWC Holding Corp were formed by The Veritas Capital Fund II,L.P., and its general partner, Veritas Capital Management II, L.L.C.(collectively “Veritas”). Wornick and Veritas entered into an Asset Purchaseand Sale Contract with The Wornick Company, a Nevada corporation (the “Predecessor”),and its subsidiaries, The Wornick Company Right Away Division, a Nevadacorporation, The Wornick Company Right Away Division, L.P., a Texas limitedpartnership, and Right Away Management Corporation, a Texas corporation, whichwas consummated on June 30, 2004, and resulted in the purchase by the Companyand its subsidiaries, and the sale by the Predecessor and its subsidiaries, ofthe business of the Predecessor and its subsidiaries as a going concern,including substantially all of the operating assets of the Predecessor and itssubsidiaries. TWC Holding Corp. has no operations or assets and de minimusequity and was formed for the purpose of being a co-issuer of the Senior PIKnotes described in Note 6.

The Company, through Wornick, produces, packages anddistributes extended shelf-life foods, both shelf stable and frozen, inflexible pouches and semi-rigid containers, primarily for the U.S. Departmentof Defense and commercial customers, as well as for its own consumer-branded products.

**2.**                 Basis of Presentation

The accompanying unaudited interim condensedconsolidated financial statements, also referred to as our interim or unaudited“consolidated financial statements,” have been prepared in accordance withaccounting principles generally accepted in the United States of America forinterim financial information and the instructions to Form 10-Q and Article 10of Regulation S-X under the Securities Exchange Act of 1934, as amended. Accordingly,they do not include all of the information and footnotes normally included infinancial statements prepared in conformity with accounting principlesgenerally accepted in the United States of America. In the opinion ofmanagement, the interim consolidated financial statements reflect all adjustmentsof a normal recurring nature considered necessary for a fair presentation ofthe results for the periods presented. Operating results for interim periodsare not necessarily indicative of results that may be expected for the fiscalyear as a whole. The preparation of financial statements in conformity withaccounting principles generally accepted in the United States of Americarequires management to make estimates and assumptions that affect the reportedamounts of assets, liabilities, revenues, expenses, and related disclosures atthe date of the financial statements and during the reporting period. Actualamounts could differ from these estimates. These unaudited interim consolidatedfinancial statements should be read in conjunction with the auditedconsolidated financial statements for the year ended December 31, 2005 andnotes thereto included in the Company’s Annual Report on Form 10-Kfor the year ended December 31, 2005 filed with the Securities andExchange Commission.

**3.**                 Restructuring (Exit) Cost

On February 6, 2006 we announced plans torelocate our assembly operations of our Right Away Division in McAllen, Texasto our Cincinnati, Ohio location in order to better position the Company’sproduction and assembly operations from a geographical standpoint, simplify ourlogistics and reduce cost and delivery times to our customers. We anticipatethat our consolidation will be completed at the end of the third quarter 2006.

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We anticipate total pretax charges incurred tocomplete the restructuring will be approximately $4.1 million. Of the $4.1million, $1.3 million will be paid out to the 244 employees (under pay tostay severance arrangements) currently located at our McAllen, Texas assemblyfacilities all of which we anticipate will be terminated upon completion of theconsolidation. The remaining expenditures are related to accelerateddepreciation on our property & equipment of approximately $2.8 millionwhich we anticipate will be abandoned upon our exit from the McAllen.

During the thirteen weeks ended April 1, 2006 werecorded total pretax charges of $1,186,085, all of which was recorded in theRAD Segment. Of the $1,186,085 in pretax charges, $353,471 included in Selling,General and Administrative expense, was incurred related to employee pay tostay severance arrangements, none of which had been terminated as of April 1,2006, and $832,614 related to accelerated depreciation on assets to beabandoned included in cost of goods sold.

A summary of the cost incurred related to therestructuring plan is as follows:

|                      | ** ** | **12/31/2005** | ** ** | **Charges** | ** ** | **Non-Cash  Charges** | ** ** | **Payments** | ** ** | **4/1/2006** | ** ** |
|----------------------|------------|----------------|------------|-------------|------------|-----------------------|------------|--------------|------------|--------------|------------|
| Asset  write-downs   |       | $              | —     |        | $          | 832,614               |       | $            | (832,614   | )            | $          | — |   | $ | — |   |
| Employee cost        |       | —         |       | 353,471     |       | —                |       | —       |       | 353,471      |       |
| Remaining  Liability |       | $              | —     |        | $          | 1,186,085             |       | $            | (832,614   | )            | $          | — |   | $ | 353,471 |   |

 

**4.**                 Supplemental Balance Sheet Information

**Inventories**

A summary ofinventories is as follows:

|                 | ** ** | **December 31, ** | ** ** | **April 1,** | ** ** |
|-----------------|------------|-----------------------------|------------|-------------------|------------|
| ** **      | ** ** | **2005**                    | ** ** | **2006**          | ** ** |
| Raw materials   |       | $                           | 17,389,308 |              | $          | 16,100,254 |   |
| Work in process |       | 1,593,696                   |       | 993,120           |       |
| Finished goods  |       | 8,971,292                   |       | 6,864,180         |       |
|            |       | $                           | 27,954,296 |              | $          | 23,957,554 |   |

 

**Property andEquipment, Net**

A summary of property and equipment, net is asfollows:

|                                                  | ** ** | **December 31,** | ** ** | **April 1,** | ** ** |
|--------------------------------------------------|------------|-----------------------|------------|-------------------|------------|
| ** **                                       | ** ** | **2005**              | ** ** | **2006**          | ** ** |
| Leasehold improvements                           |       | $                     | 1,784,800  |              | $          | 1,784,800 |   |
| Machinery and  equipment                         |       | 30,166,266            |       | 31,751,732        |       |
| Office  equipment, fixtures and vehicles         |       | 2,640,021             |       | 2,640,021         |       |
| Construction in  progress                        |       | 14,005,059            |       | 14,378,224        |       |
|                                             |       | 48,596,146            |       | 50,554,777        |       |
| Less:  Accumulated depreciation and amortization |       | 5,681,919             |       | 7,613,639         |       |
|                                             |       | $                     | 42,914,227 |              | $          | 42,941,138 |   |

 

5

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Depreciation expense for the thirteen week periodsended April 2, 2005 and April 1, 2006 was approximately $948,000 and$1,884,000, respectively (See Note 11 for further details regarding accelerateddepreciation changes).

**5.**                 Intangible Assets

In connection with the acquisition described inNote 1, a portion of the purchase price was allocated to identifiableintangible assets related to the value of long-term customer supply contractsin place at the Acquisition Date. The original value of these contracts was$24,170,000 and their useful lives range from three to eight years. Aggregateaccumulated amortization of intangibles at December 31, 2005 and April 1,2006 amounted to $7,041,873 and $8,215,519 respectively. Expense related toamortization of intangible assets for the thirteen week periods ended April 2,2005 and April 1, 2006 amounted to $1,173,646, respectively.

Scheduled amortization of these assets is as follows:

| April 2, 2006 through  December 31, 2006 |   | $         | 3,520,934  |   |
|------------------------------------------|--------|-----------|------------|--------|
| 2007                                     |   | 4,627,918 |       |
| 2008                                     |   | 4,856,248 |       |
| 2009                                     |   | 2,421,226 |       |
| 2010                                     |   | 496,296   |       |
| Thereafter                               |   | 31,859    |       |
|                                     |   | $         | 15,954,481 |   |

 

**6.**                 Notes Payable and Long-term Debt

|                                               | ** ** | **December 31,** | ** **  | **April 1,** | ** ** |
|-----------------------------------------------|------------|-----------------------|-------------|-------------------|------------|
| ** **                                    | ** ** | **2005**              | ** **  | **2006**          | ** ** |
| 10-7/8% Senior  secured notes; due 2011       |       | $                     | 125,000,000 |              | $          | 125,000,000 |   |
| 13-7/8% Senior  PIK notes; due 2011           |       | $                     | 29,335,507  |              | $          | 30,303,394 |   |
|                                          |       | 154,335,507           |        | 155,303,394       |       |
| Less: Current  maturities                     |       | —                |        | —            |       |
| Long-term debt, excluding  current maturities |       | $                     | 154,335,507 |              | $          | 155,303,394 |   |

 

The Company also has a Revolving Loan Agreement whichprovides the Operating Company $15.0 million of revolving loan financingthrough June 30, 2009, with an additional revolving credit facility of$10.0 million becoming available upon certain events. Amounts outstandingunder the Revolving Loan Agreements ($0 at December 31, 2005 and April 1,2006) are due June 30, 2009, and amounts outstanding are subject tolimitations as determined by a calculated borrowing base.

Interest on amounts outstanding under the RevolvingLoan Agreement will vary at a fluctuating rate per annum that is equal to theprime rate (7.25% at December 31, 2005 and 7.75% at April 1, 2006) aspublished daily by *The Wall Street Journal*.Amounts outstanding under the Revolving Loan Agreement are collateralized bysubstantially all of the operating assets of the Operating Company and itssubsidiaries. The lien on such collateral is senior to the lien on thecollateral that secures the Senior Secured Notes.

The Senior Secured Notes are collateralized bysubstantially all assets and other property of the Operating Company and itssubsidiaries. The lien on such collateral, however, is subordinate to 

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the lien on the collateral securing the Revolving LoanAgreement. Interest on the Senior Secured Notes is payable semi-annually.

Amounts due under the Senior Secured Notes and therevolving loan facility are subject to an intercreditor agreement. TheOperating Company is required to meet certain financial covenants relatedprimarily to minimum working capital amounts and minimum working capital ratiosas well as minimum profitability and minimum net worth calculations. At April 1,2006 we were in compliance with all financial covenants.

On February 11, 2005, the Company and itswholly-owned finance subsidiary, TWC Holding Corp., co-issued our 13.875%Senior PIK Notes due 2011, or the “Senior PIK Notes,” in the approximateaggregate principal amount of $62,259,000 with a discount of approximately$36,259,000. The Senior PIK Notes earn interest at the rate of 13.875% perannum, mature on August 15, 2011 and are unsecured obligations of theCompany and TWC Holding Corp. Neither the Operating Company nor any of itssubsidiaries guaranteed the Senior PIK notes. The notes limit the Company’sability to incur additional indebtedness and pay dividends or make otherdistributions as well as to make certain investments and sell certain assets ormerge with or into other companies. Because we are a holding company with nooperations and have only our  investmentin the Operating  Company, and becauseTWC Holding Corp. has no independent operations or assets, future cash flows orassets of the Operating Company through 2011 may be required to service the $62.3million Senior PIK notes upon their maturity.

**7.**                 Income Taxes

The Operating Company provides for income taxesutilizing the asset liability method, current income tax expense or benefitrepresents income taxes expected to be payable or refundable for the currentperiod. Deferred income taxes are recognized for the tax consequences in futureyears as a result of differences between the tax and financial reporting basesof assets and liabilities and for the expected future tax benefit to be derivedfrom tax credit and loss carry-forwards. Valuation allowances are establishedwhen necessary to reduce deferred tax assets to the amounts management believesare more likely than not to be realized in future tax returns. Tax rate changesare reflected in the period such changes are enacted. The Operating Company hasrecorded an additional valuation allowance of approximately $453,000 during theperiod ended April 1, 2006 on deferred tax assets due to the indefinitereversal period related to goodwill amortization.

**8.**                 Share-BasedCompensation Plan

On January 1, 2006, we adopted SFAS No. 123(Revised 2004) *Share-Based Payments*(“SFAS No. 123R”), using the prospective adoption method, which requiresthe application of the accounting standard  on the first day of the Company’sfiscal year 2006 for grants issued or modified subsequent to the date ofadoption.  The adoption of this newaccounting standard had no impact on the company’s consolidated financialstatements for the period ended April 1, 2006 since there were no newawards issued or modified during this period.

TWC Holding LLC has two classes of membershipinterests, Class A interests and Class B interests. Certain membersof our Operating Company management and outside directors have received Class Binterests. The Class B interests are subject to a five-year vestingschedule with any unvested interest reverting to the holders of Class Ainterests. Because these Class B interests were issued to members of ourOperating Company management and directors of the Operating Company, theseawards are considered to be compensatory to our Operating Company over thevesting period. Compensation expense related to these awards was $41,769 forthe thirteen weeks ended April 1, 2006. For the period ended April 2,2005 these compensation arrangements resulted in a benefit of $43,920 due tothe recapture of previously expensed amounts resulting from the employmentterminations of certain management members of the Operating Company during theperiod.

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**9.****                                      OperatingSegment Information**

TheOperating Company has two operating segments: the Right Away Division (“RAD”)and the Prepared Foods Division (“PFD”). RAD is located in Texas and primarilysells its product to the U.S. Department of Defense. PFD is located in Ohio andalso sells directly to the U.S. Department of Defense as well as to commercialbranded food companies and inter-segment sales to RAD. Management evaluatessegment performance based on several factors, including operating profit.

Duringthe period ended April 1, 2006 the RAD segment incurred $1,186,085 ofrestructuring related charges.

TheCompany’s sales by product line for the periods indicated are as follows:

|                                              | ** ** | **(Unaudited)**                               | ** ** |
|----------------------------------------------|------------|-----------------------------------------------|------------|
| ** **                                   | ** ** | **Thirteen Week Period Ended** | ** ** |
| **(in thousands of dollars)** | ** ** | **April 2, 2005**                   | ** ** | **April 1, 2006** | ** ** |
| DoD Sales                                    |       |                                          |       |   |   |
| Meals Ready-to-Eat ("MRE")         |       | $                                             | 33,693     |   | $ | 32,979 |   |
| Unitized Group Rations-A ("UGR-A") |       | 14,585                                        |       | 16,332 |   |
| Military Other                               |       | 1,248                                         |       | 668 |   |
| Total DoD sales                              |       | 49,526                                        |       | 49,979 |   |
| Co-manufactured                              |       | 8,204                                         |       | 14,390 |   |
| Specialty and  Other                         |       | 1,102                                         |       | 1,382 |   |
|                                         |       | $                                             | 58,832     |   | $ | 65,751 |   |

 

Duringthe thirteen week periods ended April 2, 2005 and April 1, 2006, theCompany had one major customer, (DoD), which accounted for approximately$49,526,000 and $49,979,000 or 84.2% and 76.0% of net revenue, respectively. Approximately$9,369,000 or 74.7%% and $9,440,000 or 63.2%, of net receivables wereattributable to this customer at April 2, 2005 and April 1, 2006,respectively.

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Unauditedreportable operating segment financial information for the thirteen weekperiods ended April 2, 2005 and April 1, 2006, is as follows:
| ** **                  | ** ** | ** **  | ** ** | ** **        | ** ** | **Operating** | ** ** | ** **        | ** ** | ** **  | ** ** | ** **       | ** ** |
|-----------------------------|------------|-------------|------------|-------------------|------------|---------------|------------|-------------------|------------|-------------|------------|------------------|------------|
| ** **                  | ** ** | **Trade**   | ** ** | **Inter-segment** | ** ** | **Profit**    | ** ** | **Depreciation/** | ** ** | **Total**   | ** ** | **Capital**      | ** ** |
| **Operating Segments** | ** ** | **Revenue** | ** ** | **Revenue**       | ** ** | **(Loss)**    | ** ** | **Amortization**  | ** ** | **Assets**  | ** ** | **Expenditures** | ** ** |
| **Right  Away Division**    | ** ** | ** **  | ** ** | ** **        | ** ** | ** **    | ** ** | ** **        | ** ** | ** **  | ** ** | ** **       | ** ** |
| April 2, 2005               |       | 48,967,837  |       | —            |       | 4,886,899     |       | 531,688           |       | 33,526,344  |       | 155,945          |       |
| April 1, 2006               |       | 50,342,272  |       |              |       | 3,703,095     |       | 1,366,166         |       | 32,333,106  |       | 213              |       |
| **Prepared  Foods**         | ** ** | ** **  | ** ** | ** **        | ** ** | ** **    | ** ** | ** **        | ** ** | ** **  | ** ** | ** **       | ** ** |
| April 2, 2005               |       | 9,864,378   |       | 12,653,613        |       | (2,236,284    | )          | 1,589,752         |       | 60,052,135  |       | 1,645,742        |       |
| April 1, 2006               |       | 15,408,416  |       | 11,219,703        |       | (776,568      | )          | 1,690,989         |       | 76,058,269  |       | 1,910,208        |       |
| **Corporate**               | ** ** | ** **  | ** ** | ** **        | ** ** | ** **    | ** ** | ** **        | ** ** | ** **  | ** ** | ** **       | ** ** |
| April 2, 2005               |       | —      |       | —            |       | (1,054,175    | )          | 170,700           |       | 111,521,825 |       | —           |       |
| April 1, 2006               |       | —      |       |              |       | (6,461,312    | )          | (132,193          | )          | 102,040,551 |       |             |       |
| **Eliminations**            | ** ** | ** **  | ** ** | ** **        | ** ** | ** **    | ** ** | ** **        | ** ** | ** **  | ** ** | ** **       | ** ** |
| April 2, 2005               |       | —      |       | (12,653,613       | )          | —        |       | —            |       | (65,902,577 | )          | —           |       |
| April 1, 2006               |       | —      |       | (11,219,703       | )          |          |       |              |       | (62,064,132 | )          |             |       |
| **TWC  Holding LLC**        | ** ** | ** **  | ** ** | ** **        | ** ** | ** **    | ** ** | ** **        | ** ** | ** **  | ** ** | ** **       | ** ** |
| April 2, 2005               |       | —      |       | —            |       | —        |       | 44,941            |       | 37,797,010  |       | —           |       |
| April 1, 2006               |       | —      |       | —            |       | (4,270        | )          | 92,997            |       | 39,094,299  |       | —           |       |
| **Total  Company**          | ** ** | ** **  | ** ** | ** **        | ** ** | ** **    | ** ** | ** **        | ** ** | ** **  | ** ** | ** **       | ** ** |
| April 2, 2005               |       | 58,832,215  |       | —            |       | 1,596,440     |       | 2,337,081         |       | 176,994,737 |       | 1,801,687        |       |
| April 1, 2006               |       | 65,750,688  |       | —            |       | (3,539,055    | )          | 3,017,959         |       | 187,462,093 |       | 1,910,421        |       |

 

**10.****                               Condensed Consolidating Financial Information**

Thefollowing information presents the unaudited condensed consolidating balancesheets at December 31, 2005 and April 1, 2006, the unauditedcondensed consolidating statements of operations for the thirteen weeks ended April 2,2005 and April 1, 2006, the unaudited condensed consolidating statementsof cash flows for the thirteen weeks ended April 2, 2005 and April 1,2006, respectively.

9

----

Condensedconsolidated balance sheet at December 31, 2005 (unaudited);
| ** **                                    | ** ** | ** **           | ** ** | **The Wornick** | ** ** | ** **     | ** ** | ** **       | ** ** | ** **  | ** ** |
|-----------------------------------------------|------------|----------------------|------------|----------------------|------------|----------------|------------|------------------|------------|-------------|------------|
| ** **                                    | ** ** | **TWC Holding** | ** ** | **Company**          | ** ** | **Subsidiary** | ** ** | ** **       | ** ** | ** **  | ** ** |
| ** **                                    | ** ** | **LLC**              | ** ** | **Delaware**         | ** ** | **Guarantors** | ** ** | **Eliminations** | ** ** | **Total**   | ** ** |
| **Assets**                                    |       |                 |       |                 |       |           |       |             |       |        |       |
| Current assets                                |       |                 |       |                 |       |           |       |             |       |        |       |
| Cash and cash equivalents                     |       | $                    | 3,973      |                 | $          | 509,176        |       | $                | 16,821,585 |        | $          | — |   | $ | 17,334,734 |   |
| Trade accounts receivable                     |       | —               |       | 4,891,849            |       | 14,294,964     |       | —           |       | 19,186,813  |       |
| Interdivision receivables                     |       | —               |       |                 |       | 3,784,303      |       |             |       | (3,784,303  | )          |
| Inventories                                   |       | —               |       | 12,043,759           |       | 15,910,537     |       | —           |       | 27,954,296  |       |
| Prepaid expenses and other current assets     |       | 4,270                |       | 234,304              |       | 391,671        |       | —           |       | 630,245     |       |
| Deferred income taxes                         |       | —               |       | 1,403,035            |       | —         |       | —           |       | 1,403,035   |       |
| Total current assets                          |       | 8,242                |       | 22,866,426           |       | 43,634,454     |       | —           |       | 66,509,122  |       |
|                                          |       |                 |       |                 |       |           |       |             |       |        |       |
| Investments in  subsidiary                    |       | 44,326,348           |       | 38,298,917           |       | —         |       | (82,625,265      | )          |        |       |
| Property and  equipment, net                  |       | —               |       | 36,850,845           |       | 6,063,382      |       | —           |       | 42,914,227  |       |
| Goodwill                                      |       | —               |       | 77,573,207           |       | —         |       | —           |       | 77,573,207  |       |
| Intangible  assets, net                       |       | —               |       | 14,563,125           |       | 2,565,002      |       | —           |       | 17,128,127  |       |
| Other noncurrent  assets                      |       | 2,169,963            |       | 4,884,798            |       | 169,937        |       | —           |       | 7,224,698   |       |
| Total assets                                  |       | $                    | 46,504,553 |                 | $          | 195,037,318    |       | $                | 52,432,775 |        | $          | (82,625,265 | ) | $ | 211,349,381 |   |
| **Liabilities and Stockholder's  Equity**     |       |                 |       |                 |       |           |       |             |       |        |       |
| Current liabilities                           |       |                 |       |                 |       |           |       |             |       |        |       |
| Trade accounts payable                        |       | $                    | 97,600     |                 | $          | 9,743,912      |       | $                | 10,058,538 |        | $          | — |   | $ | 19,900,050 |   |
| Accrued expenses                              |       | —               |       | 4,256,450            |       | 4,075,320      |       | —           |       | 8,331,770   |       |
| Accrued interest                              |       | —               |       | 6,276,896            |       | —         |       | —           |       | 6,276,896   |       |
| Taxes payable                                 |       | —               |       | 977,237              |       | —         |       | —           |       | 977,237     |       |
| Total current liabilities                     |       | 97,600               |       | 21,254,495           |       | 14,133,858     |       |             |       | 35,485,953  |       |
|                                          |       |                 |       |                 |       |           |       |             |       |        |       |
| Deferred income  taxes                        |       | —               |       | 4,022,627            |       | —         |       | —           |       | 4,022,627   |       |
| Other  liabilities                            |       | —               |       | 433,848              |       | —         |       | —           |       | 433,848     |       |
| Long-term debt,  excluding current maturities |       | 29,335,507           |       | 125,000,000          |       | —         |       | —           |       | 154,335,507 |       |
| Total liabilities                             |       | 29,433,107           |       | 150,710,970          |       | 14,133,858     |       | —           |       | 194,277,935 |       |
| Member's equity                               |       |                 |       |                 |       |           |       |             |       |        |       |
| Members Equity                                |       | 14,038,007           |       | —               |       | —         |       | —           |       | 14,038,007  |       |
| Additional paid-in capital                    |       | 232,680              |       | 37,732,680           |       | 26,624,729     |       | (64,357,409      | )          | 232,680     |       |
| Retained earnings/(deficit)                   |       | 2,800,759            |       | 6,593,668            |       | 11,674,188     |       | (18,267,856      | )          | 2,800,759   |       |
| Total member's equity/(deficit)               |       | 17,071,446           |       | 44,326,348           |       | 38,298,917     |       | (82,625,265      | )          | 17,071,446  |       |
| Total  liabilities and member's equity        |       | $                    | 46,504,553 |                 | $          | 195,037,318    |       | $                | 52,432,775 |        | $          | (82,625,265 | ) | $ | 211,349,381 |   |

 

10

----

Condensed consolidated balance sheet at April 1,2006 (unaudited):

 
| ** **                                    | ** ** | ** **           | ** ** | **The Wornick** | ** ** | ** **     | ** ** | ** **       | ** ** | ** **  | ** ** |
|-----------------------------------------------|------------|----------------------|------------|----------------------|------------|----------------|------------|------------------|------------|-------------|------------|
| ** **                                    | ** ** | **TWC Holding** | ** ** | **Company**          | ** ** | **Subsidiary** | ** ** | ** **       | ** ** | ** **  | ** ** |
| ** **                                    | ** ** | **LLC**              | ** ** | **Delaware**         | ** ** | **Guarantors** | ** ** | **Eliminations** | ** ** | **Total**   | ** ** |
| **Assets**                                    | ** ** | ** **           | ** ** | ** **           | ** ** | ** **     | ** ** | ** **       | ** ** | ** **  | ** ** |
| Current assets                                |       |                 |       |                 |       |           |       |             |       |        |       |
| Cash and cash equivalents                     |       | $                    | 3,973      |                 | $          | (1,623,817     | )          | $                | 4,631,578  |        | $          | — |   | $ | 3,011,734 |   |
| Trade accounts receivable                     |       | —               |       | 5,311,844            |       | 9,650,879      |       | —           |       | 14,962,723  |       |
| Interdivision receivables                     |       | —               |       | 171,317              |       | (171,317       | )          | —           |       | —      |       |
| Inventories                                   |       | —               |       | 13,765,963           |       | 10,191,591     |       | —           |       | 23,957,554  |       |
| Prepaid expenses and other current assets     |       | —               |       | 318,656              |       | 599,538        |       | —           |       | 918,194     |       |
| Deferred income taxes                         |       | —               |       | 1,403,035            |       | —         |       | —           |       | 1,403,035   |       |
| Total current assets                          |       | 3,973                |       | 19,346,998           |       | 24,902,269     |       | —           |       | 44,253,240  |       |
|                                          |       |                 |       |                 |       |           |       |             |       |        |       |
| Investments in  subsidiary                    |       | 37,013,360           |       | 25,050,772           |       | —         |       | (62,064,132      | )          | —      |       |
| Property and  equipment, net                  |       | —               |       | 38,037,876           |       | 4,903,262      |       | —           |       | 42,941,138  |       |
| Goodwill                                      |       | —               |       | 77,573,207           |       | —         |       | —           |       | 77,573,207  |       |
| Intangible  assets, net                       |       | —               |       | 13,595,312           |       | 2,359,169      |       | —           |       | 15,954,481  |       |
| Other noncurrent  assets                      |       | 2,076,966            |       | 4,494,655            |       | 168,406        |       | —           |       | 6,740,027   |       |
| Total assets                                  |       | $                    | 39,094,299 |                 | $          | 178,098,820    |       | $                | 32,333,106 |        | $          | (62,064,132 | ) | $ | 187,462,093 |   |
| **Liabilities and Stockholder's  Equity**     | ** ** | ** **           | ** ** | ** **           | ** ** | ** **     | ** ** | ** **       | ** ** | ** **  | ** ** |
| Current liabilities                           |       |                 |       |                 |       |           |       |             |       |        |       |
| Trade accounts payable                        |       | $                    | 97,600     |                 | $          | 5,548,420      |       | $                | 4,159,871  |        | $          | — |   | $ | 9,805,891 |   |
| Accrued expenses                              |       | —               |       | 2,508,155            |       | 3,122,463      |       | —           |       | 5,630,618   |       |
| Accrued interest                              |       | —               |       | 2,878,463            |       | —         |       | —           |       | 2,878,463   |       |
| Taxes payable                                 |       | —               |       | —               |       | —         |       | —           |       | —      |       |
| Total current liabilities                     |       | 97,600               |       | 10,935,038           |       | 7,282,334      |       | —           |       | 18,314,972  |       |
|                                          |       |                 |       |                 |       |           |       |             |       |        |       |
| Deferred income  taxes                        |       | —               |       | 4,475,137            |       | —         |       | —           |       | 4,475,137   |       |
| Other  liabilities                            |       | —               |       | 675,285              |       | —         |       | —           |       | 675,285     |       |
| Long-term debt,  excluding current maturities |       | 30,303,394           |       | 125,000,000          |       | —         |       | —           |       | 155,303,394 |       |
| Total liabilities                             |       | 30,400,994           |       | 141,085,460          |       | 7,282,334      |       | —           |       | 178,768,788 |       |
| Stockholder's equity                          |       |                 |       |                 |       |           |       |             |       |        |       |
| Members Equity                                |       | 14,038,007           |       | —               |       | —         |       | —           |       | 14,038,007  |       |
| Additional paid-in capital                    |       | 274,448              |       | 37,774,449           |       | 26,624,729     |       | (64,399,178      | )          | 274,448     |       |
| Retained earnings/(deficit)                   |       | (5,619,150           | )          | (761,089             | )          | (1,573,957     | )          | 2,335,046        |       | (5,619,150  | )          |
| Total member's equity/(deficit)               |       | 8,693,305            |       | 37,013,360           |       | 25,050,772     |       | (62,064,132      | )          | 8,693,305   |       |
| Total  liabilities and member's equity        |       | $                    | 39,094,299 |                 | $          | 178,098,820    |       | $                | 32,333,106 |        | $          | (62,064,132 | ) | $ | 187,462,093 |   |

 

11

----

 

Condensedconsolidated statement of operations for the thirteen week period from January 1,2005 through April 2, 2005 (unaudited):
| ** **                                          | ** ** | ** **           | ** ** | **The Wornick** | ** ** | ** **     | ** ** | ** **       | ** ** | ** ** | ** ** |
|-----------------------------------------------------|------------|----------------------|------------|----------------------|------------|----------------|------------|------------------|------------|------------|------------|
| ** **                                          | ** ** | **TWC Holding** | ** ** | **Company**          | ** ** | **Subsidiary** | ** ** | ** **       | ** ** | ** ** | ** ** |
| ** **                                          | ** ** | **LLC**              | ** ** | **Delaware**         | ** ** | **Guarantors** | ** ** | **Eliminations** | ** ** | **Total**  | ** ** |
| Net sales                                           |       | $                    | —     |                 | $          | 22,517,991     |       | $                | 48,967,837 |       | $          | (12,653,613 | ) | $ | 58,832,215 |   |
| Cost of sales                                       |       | —               |       | 22,430,223           |       | 42,606,915     |       | (12,653,613      | )          | 52,383,525 |       |
| Gross profit                                        |       | —               |       | 87,768               |       | 6,360,922      |       | —           |       | 6,448,690  |       |
| Selling, general  and administrative expenses  |       | —               |       | 3,378,227            |       | 1,474,023      |       | —           |       | 4,852,250  |       |
| Operating profit                                    |       | —               |       | (3,290,459           | )          | 4,886,899      |       | —           |       | 1,596,440  |       |
| Other income (expense)                              |       |                 |       |                 |       |           |       |             |       |       |       |
| Interest income                                     |       | —               |       | 6,415                |       | 27,366         |       | —           |       | 33,781     |       |
| Interest expense                                    |       | (539,119             | )          | (3,573,823           | )          | (94            | )          | —           |       | (4,113,036 | )          |
| Executive/administration income (expense)           |       | —               |       | 4,094,152            |       | (4,094,152     | )          | —           |       | —     |       |
| Other (expense) income, net                         |       | —               |       | (70,692              | )          | 151,131        |       | —           |       | 80,439     |       |
| Equity in earnings of subsidiary                    |       | (2,419,377           | )          | 971,150              |       | —         |       | 1,448,227        |       | —     |       |
| Total other income (expense)                        |       | (2,958,496           | )          | 1,427,202            |       | (3,915,749     | )          | 1,448,227        |       | (3,998,816 | )          |
| Income before income taxes                          |       | (2,958,496           | )          | (1,863,257           | )          | 971,150        |       | 1,448,227        |       | (2,402,376 | )          |
| Income tax  expense                                 |       | —               |       | 556,120              |       | —         |       | —           |       | 556,120    |       |
| Net income                                          |       | $                    | (2,958,496 | )                    | $          | (2,419,377     | )          | $                | 971,150    |       | $          | 1,448,227 |   | $ | (2,958,496 | ) |

 

Condensedconsolidated statement of operations for the thirteen week period from January 1,2006 through April 1, 2006 (unaudited):
| ** **                                          | ** ** | ** **           | ** ** | **The Wornick** | ** ** | ** **     | ** ** | ** **       | ** **  | ** ** | ** ** |
|-----------------------------------------------------|------------|----------------------|------------|----------------------|------------|----------------|------------|------------------|-------------|------------|------------|
| ** **                                          | ** ** | **TWC Holding** | ** ** | **Company**          | ** ** | **Subsidiary** | ** ** | ** **       | ** **  | ** ** | ** ** |
| ** **                                          | ** ** | **LLC**              | ** ** | **Delaware**         | ** ** | **Guarantors** | ** ** | **Eliminations** | ** **  | **Total**  | ** ** |
| Net sales                                           |       | $                    | —     |                 | $          | 26,628,119     |       | $                | 50,342,272  |       | $          | (11,219,703 | ) | $ | 65,750,688 |   |
| Cost of sales                                       |       | —               |       | 27,056,479           |       | 45,441,665     |       | (11,219,703      | )           | 61,278,441 |       |
| Gross profit                                        |       | —               |       | (428,360             | )          | 4,900,607      |       | —           |        | 4,472,247  |       |
| Selling, general  and administrative expenses  |       | 4,270                |       | 6,809,520            |       | 1,197,512      |       | —           |        | 8,011,302  |       |
| Operating profit                                    |       | (4,270               | )          | (7,237,880           | )          | 3,703,095      |       | —           |        | (3,539,055 | )          |
| Other income (expense)                              |       |                 |       |                 |       |           |       |             |        |       |       |
| Interest income                                     |       | —               |       | 14,609               |       | 48,760         |       | —           |        | 63,369     |       |
| Interest expense                                    |       | (1,060,884           | )          | (3,266,249           | )          | —         |       | —           |        | (4,327,133 | )          |
| Executive/administration income (expense)           |       | —               |       | 17,000,000           |       | (17,000,000    | )          | —           |        | —     |       |
| Other (expense) income, net                         |       | —               |       | (154,462             | )          | —         |       | —           |        | (154,462   | )          |
| Equity in earnings of subsidiary                    |       | (7,354,757           | )          | (13,248,145          | )          | —         |       | 20,602,902       |        | —     |       |
| Total other income (expense)                        |       | (8,415,641           | )          | 345,753              |       | (16,951,240    | )          | 20,602,902       |        | (4,418,226 | )          |
| Income before income taxes                          |       | (8,419,911           | )          | (6,892,127           | )          | (13,248,145    | )          | 20,602,902       |        | (7,957,281 | )          |
| Income tax  expense                                 |       | —               |       | 462,630              |       | —         |       | —           |        | 462,630    |       |
| Net income                                          |       | $                    | (8,419,911 | )                    | $          | (7,354,757     | )          | $                | (13,248,145 | )          | $          | 20,602,902 |   | $ | (8,419,911 | ) |

 

12

----

Condensedconsolidated statement of cash flows for the thirteen week period from January 1,2005 through April 2, 2005 (unaudited):
| ** **                                                                        | ** ** | ** **           | ** ** | **The Wornick** | ** ** | ** **     | ** ** | ** **       | ** ** | ** **  | ** ** |
|-----------------------------------------------------------------------------------|------------|----------------------|------------|----------------------|------------|----------------|------------|------------------|------------|-------------|------------|
| ** **                                                                        | ** ** | **TWC Holding** | ** ** | **Company**          | ** ** | **Subsidiary** | ** ** | ** **       | ** ** | ** **  | ** ** |
| ** **                                                                        | ** ** | **LLC**              | ** ** | **Delaware**         | ** ** | **Guarantors** | ** ** | **Eliminations** | ** ** | **Total**   | ** ** |
| **Cash flows from operating  activities**                                         | ** ** | ** **           | ** ** | ** **           | ** ** | ** **     | ** ** | ** **       | ** ** | ** **  | ** ** |
| Net income                                                                        |       | $                    | (2,958,496 | )                    | $          | (2,419,377     | )          | $                | 971,150    |        | $          | 1,448,227 |   | $ | (2,958,496 | ) |
| Adjustments to  reconcile net income to net cash provided by operating activities |       |                 |       |                 |       |           |       |             |       |        |       |
| Depreciation of property and equipment                                            |       | —               |       | 621,940              |       | 325,854        |       | —           |       | 947,794     |       |
| Amortization of intangibles and bond issuance cost                                |       | 539,119              |       | 1,138,512            |       | 205,834        |       | —           |       | 1,883,465   |       |
| Equity in earnings of subsidiary guarantors                                       |       | 2,419,377            |       | (971,150             | )          | —         |       | (1,448,227       | )          | —      |       |
| Compensation expense for stock options                                            |       | —               |       | (43,920              | )          | —         |       | —           |       | (43,920     | )          |
| Deferred tax liability                                                            |       | —               |       | 456,000              |       | —         |       | —           |       | 456,000     |       |
| Changes in  assets and liabilities                                                |       |                 |       |                 |       |           |       |             |       |        |       |
| Trade accounts receivable                                                         |       | —               |       | 921,203              |       | 393,646        |       | —           |       | 1,314,849   |       |
| Interdivisional receivables/payables, net                                         |       | —               |       | 3,608,293            |       | (3,608,293     | )          | —           |       | —      |       |
| Inventories                                                                       |       | —               |       | 1,238,029            |       | (115,250       | )          | —           |       | 1,122,779   |       |
| Prepaid expenses and other current assets                                         |       | —               |       | (290,057             | )          | (318,612       | )          | —           |       | (608,669    | )          |
| Other noncurrent asset                                                            |       | —               |       | (9,642               | )          | (12,068        | )          | —           |       | (21,710     | )          |
| Trade accounts payable and accrued   expenses                           |       | —

143,764      |       | (882,894             | )          | 1,159,753      |       | —           |       | 420,623     |       |
| Accrued bond cost and LOC interest                                                |       | —               |       | (3,964,844           | )          | —         |       | —           |       | (3,964,844  | )          |
| Net cash provided by operating activities                               |       | 143,764              |       | (597,907             | )          | (997,986       | )          | —           |       | (1,452,129  | )          |
| **Cash flows from investing  activities**                                         | ** ** | ** **           | ** ** | ** **           | ** ** | ** **     | ** ** | ** **       | ** ** | ** **  | ** ** |
| Capital  expenditures                                                             |       | —               |       | (1,645,742           | )          | (155,945       | )          | —           |       | (1,801,687  | )          |
| Net cash used in investing activities                                             |       | —               |       | (1,645,742           | )          | (155,945       | )          | —           |       | (1,801,687  | )          |
| **Cash flows from financing  activities**                                         | ** ** | ** **           | ** ** | ** **           | ** ** | ** **     | ** ** | ** **       | ** ** | ** **  | ** ** |
| Change in book  overdrafts                                                        |       | —               |       | 1,158,175            |       | (1,049,625     | )          | —           |       | 108,550     |       |
| Proceeds from  issuance of Senior PIK Notes                                       |       | 23,663,086           |       | —               |       | —         |       | —           |       | 23,663,086  |       |
| Return of  Capital payments                                                       |       | (23,461,993          | )          | —               |       | —         |       | —           |       | (23,461,993 | )          |
| Net cash provided by financing activities                               |       | 201,093              |       | 1,158,175            |       | (1,049,625     | )          | —           |       | 309,643     |       |
| Net increase in cash and cash equivalents                                    |       | 344,857              |       | (1,085,474           | )          | (2,203,556     | )          | —           |       | (2,944,173  | )          |
| **Cash and cash equivalents**                                                     | ** ** | ** **           | ** ** | ** **           | ** ** | ** **     | ** ** | ** **       | ** ** | ** **  | ** ** |
| Beginning of  period                                                              |       | —               |       | 1,085,474            |       | 2,203,556      |       | —           |       | 3,289,030   |       |
| End of period                                                                     |       | $                    | 344,857    |                 | $          | —         |       | $                | —     |        | $          | — |   | $ | 344,857 |   |

 

13

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Condensedconsolidated statement of cash flows for the thirteen week period from January 1,2006 through April 1, 2006 (unaudited):
| ** **                                                                        | ** ** | ** **           | ** **    | **The Wornick** | ** ** | ** **     | ** ** | ** **       | ** **  | ** **  | ** ** |
|-----------------------------------------------------------------------------------|------------|----------------------|---------------|----------------------|------------|----------------|------------|------------------|-------------|-------------|------------|
| ** **                                                                        | ** ** | **TWC Holding** | ** **    | **Company**          | ** ** | **Subsidiary** | ** ** | ** **       | ** **  | ** **  | ** ** |
| ** **                                                                        | ** ** | **LLC**              | ** **    | **Delaware**         | ** ** | **Guarantors** | ** ** | **Eliminations** | ** **  | **Total**   | ** ** |
| **Cash flows from operating  activities**                                         | ** ** | ** **           | ** **    | ** **           | ** ** | ** **     | ** ** | ** **       | ** **  | ** **  | ** ** |
| Net income                                                                        |       | $                    | (8,419,911.00 | )                    | $          | (7,354,757     | )          | $                | (13,248,145 | )           | $          | 20,602,902 |   | $ | (8,419,911 | ) |
| Adjustments to  reconcile net income to net cash provided by operating activities |       |                 |          |                 |       |           |       |             |        |        |       |
| Equity in earnings of subsidiary guarantors                                       |       | 7,354,757            |          | 13,248,145           |       | —         |       | (20,602,902      | )           | —      |       |
| Depreciation of property and equipment                                            |       | —               |          | 723,177              |       | 1,160,333      |       | —           |        | 1,883,510   |       |
| Amortization of intangibles and bond issuance cost                                |       | 92,997               |          | 835,619              |       | 205,833        |       | —           |        | 1,134,449   |       |
| Deferred tax liability                                                            |       | —               |          | 452,510              |       | —         |       | —           |        | 452,510     |       |
| Interest expense on Senior PIK Notes                                              |       | 967,887              |          | —               |       | —         |       | —           |        | 967,887     |       |
| Compensation expense for stock options                                            |       | —               |          | 41,769               |       | —         |       | —           |        | 41,769      |       |
| Changes in  assets and liabilities                                                |       |                 |          |                 |       |           |       |             |        |        |       |
| Trade accounts receivable                                                         |       | —               |          | (419,996             | )          | 4,644,086      |       | —           |        | 4,224,090   |       |
| Interdivisional receivables/payables, net                                         |       | —               |          | 3,612,986            |       | (3,612,986     | )          | —           |        | —      |       |
| Inventories                                                                       |       | —               |          | (1,722,204           | )          | 5,718,946      |       | —           |        | 3,996,742   |       |
| Prepaid expenses and other current assets                                         |       | 4,270                |          | (84,352              | )          | (207,867       | )          | —           |        | (287,949    | )          |
| Other noncurrent asset                                                            |       | —               |          | 522,337              |       | 1,531          |       | —           |        | 523,868     |       |
| Trade accounts  payable and accrued                                               |       |                 |          |                 |       |           |       |             |        |        |       |
| expenses                                                                          |       | —               |          | (5,943,786           | )          | (6,851,525     | )          | —           |        | (12,795,311 | )          |
| Accrued bond cost and LOC interest                                                |       | —               |          | (3,398,433           | )          | —         |       | —           |        | (3,398,433  | )          |
| Taxes payable                                                                     |       | —               |          | (977,237             | )          | —         |       | —           |        | (977,237    | )          |
| Other liabilities                                                                 |       | —               |          | 241,437              |       | 241,437        |       |             |        |        |       |
| Net cash provided by operating activities                                         |       | —               |          | (222,785             | )          | (12,189,794    | )          | —           |        | (12,412,579 | )          |
| **Cash flows from investing  activities**                                         | ** ** | ** **           | ** **    | ** **           | ** ** | ** **     | ** ** | ** **       | ** **  | ** **  | ** ** |
| Capital  expenditures                                                             |       | —               |          | (1,910,208           | )          | (213           | )          | —           |        | (1,910,421  | )          |
| Net cash (used in) investing activities                                           |       | —               |          | (1,910,208           | )          | (213           | )          | —           |        | (1,910,421  | )          |
| Net increase in cash and cash equivalents                                         |       | —               |          | (2,132,993           | )          | (12,190,007    | )          | —           |        | (14,323,000 | )          |
| **Cash and cash equivalents**                                                     | ** ** | ** **           | ** **    | ** **           | ** ** | ** **     | ** ** | ** **       | ** **  | ** **  | ** ** |
| Beginning of  period                                                              |       | 3,973                |          | 509,176              |       | 16,821,585     |       | —           |        | 17,334,734  |       |
| End of period                                                                     |       | $                    | 3,973         |                 | $          | (1,623,817     | )          | $                | 4,631,578   |        | $          | — |   | $ | 3,011,734 |   |

 

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**Item 2.   Management’sDiscussion and Analysis of Financial Condition and Results of Operations**

**Our Company**

We arethe leading supplier of individual and group military field rations to theDepartment of Defense (the “DoD”). We specialize in the production, packagingand distribution of extended shelf-life, shelf stable and frozen foods inflexible pouches and semi-rigid containers. With over 30 years of experience inthe food manufacturing and food processing businesses, we believe we have areputation for superior quality and service in developing and producing uniquemeal solutions for the military and for the consumer and foodservice markets.We are a primary supplier to the DoD of Meals Ready-to-Eat, Unitized GroupRations-A and the polymeric trays used in the Unitized Group Rations-Heat &Serve program. Our customers also include Kraft Foods, Inc., GerberProducts Company, Quaker Oats Company, Delmonte and the Canadian Ministry ofDefense.

**Restructuring**

On February 6,2006 we announced plans to relocate our assembly operations of our Right AwayDivision in McAllen, Texas to our Cincinnati, Ohio location in order to betterposition the Company’s production and assembly operations from a geographicalstandpoint, simplify our logistics and reduce cost and delivery times to ourcustomers. We anticipate that our consolidation will be completed at the end ofthe third quarter 2006 and will provide us with annual cost savings ofapproximately $10 million going forward.

We anticipatetotal pretax charges incurred to complete the restructuring will beapproximately $4.1 million and will invest additional capital spending ofapproximately $10.5 million to build-out these relocated assembly operations atour Cincinnati, Ohio location. Of the $4.1 million, $1.3 million will be paidout to the 244 employees (under pay to stay severance arrangements) currentlylocated at our McAllen, Texas assembly facilities all of which we anticipatewill be terminated upon completion of the consolidation. The remainingexpenditures are related to accelerated depreciation on our property &equipment of approximately $2.8 million which we anticipate will be abandonedupon our exit from the McAllen facilities.

Duringthe thirteen weeks ended April 1, 2006 we recorded total pretax charges of$1,186,085. Of the $1,186,085 in pretax charges, $353,471 included in Selling,General and Administrative expense, was incurred related to employee pay tostay severance arrangements, none of which had been terminated as of April 1,2006, and $832,614 related to accelerated depreciation on assets to beabandoned included in cost of goods sold. We anticipate that majority of theliabilities incurred will occur during the second and third quarters of 2006and will be settled during the same time period with funds from operations andtemporay borrowings against our working line of capital. For more informationrelated to our restructuring liabilities, see Note 11 in our financialstatements for a reconciliation of liabilities at April 2, 2006.

Inaddition, we expect to incur approximately $900,000 of cost in connection withthe relocation of inventory and other assets as well as the conversion of ourCincinnati facilities to absorb these assembly operations. These cost do notqualify as restructuring (exit) cost as they have or will be incurred tobenefit future periods. They are however non recurring cost that will impactour 2006 operations. During the period ended April 1, 2006 we incurredapproximately $192,000 of such cost which are included as a component ofselling, general and administration.

**Results of Operations**

**Comparison of the thirteen weeks ended April 1, 2006 tothe thirteen weeks ended April 2, 2005**

NetSales. Our net sales for the thirteen weeks ended April 1, 2006 were $65.8million, representing an increase of approximately $6.9 million, or 11.8%,compared to net sales of $58.8 for the thirteen week period ended April 2,2005. The increase in net sales resulted primarily from increasedco-manufacturing sales of approximately $6.2 million. Sales to the Departmentof Defense (“DoD”) increased modestly by 

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approximately$453,000, with the remaining increase due to specialty and other miscellaneoussales of approximately $279,000.

GrossProfit. Our gross profit for the thirteen weeks ended April 1, 2006 was$4.5 million, representing a decrease of approximately $2.0 million, or 30.6%,compared to gross profit of $6.5 million for the thirteen weeks ended April 2,2005. Gross profit decreased for the thirteen weeks ended April 1, 2006due to increased cost related to additional depreciation of approximately$936,000 ($832,000 related to McAllen, Texas due to consolidation of facilitiesand $104,000 related to additional equipment placed in service), andunfavorable variances of approximately $1.1million, $600,000 of which wasprimarily in support of DoD surge shipments of MRE and UGR-A orders and startupinefficiencies on new co-manufacturing initiatives and $500,000 of whichrelated to an increase in our allowance related to our spare parts on hand whichsupports our manufacturing operations.

Selling,General and Administrative Expenses. Our selling, general and administrativeexpenses were $8.0 million for the thirteen weeks ended April 1, 2006 ascompared to $4.9 million for the thirteen weeks ended April 2, 2005,representing an increase of $3.2 million. The increase in selling, general andadministrative expenses was attributable to increased employee related cost foradditional headcount, salary and wages increases and increased cost of fringebenefits of approximately $2.5 million, increased corporate administration costof  approximately $1.0 million associatedwith maintaining the new corporate facility, Professional and consultingservices, Advertising and promotion expenditures (offset by savings at ourMcAllen, Texas facility) and approximately $353,000 of severance and $192,000of conversion costs for our ongoing Cincinnati operations in connection withthe relocation of the Texas assembly operations.

OperatingProfit. As a result of the foregoing discussions above on the impact grossprofit and selling, general and administrative expenses, for the thirteen weeksended April 1, 2006 we incurred an operating loss of approximately $3.5million, representing a decrease of $5.1 million compared to our operatingprofit of $1.6 million for the thirteen weeks ended April 2, 2005.

InterestExpense. Our interest expense for the thirteen weeks ended April 1, 2006was approximately $4.3 million, representing an increase of $214,000 ascompared to interest expense of $4.1 million for the thirteen weeks ended April 2,2005. The increase in interest expense is related to an additional six weeksinterest expense on the Senior PIK Notes and interest cost on advances underour revolving line of credit during the period ended April 2, 2005 thatdid not recur in 2006.

InterestIncome. Our interest income for the thirteen weeks ended April 1, 2006 wasapproximately $63,000 as compared to interest income of $34,000 for thethirteen weeks ended April 2, 2005. The increase in interest income is dueto higher interest earned on average daily balances maintained in fiscal 2006as compared to fiscal 2005.

OtherIncome (Expense), Net. Our other expense, net for the thirteen weeks ended April 1,2006 was approximately $154,000 representing a decrease of $235,000 as comparedto other income, net of approximately $80,000 for the thirteen weeks ended April 2,2005. The decrease in other income (expense), net is attributable to no VEincome being earned in fiscal 2006 as compared to fiscal 2005 and theadditional recording of approximately $80,000 in additional amortizationexpense associated with asset retirement obligations on machinery and equipmentlocated within leased facilities.

IncomeTax Expense. Expenses related to federal, state and local taxes for thethirteen weeks ended April 1, 2006 was approximately $463,000 as comparedto $556,000 for the thirteen weeks ended April 2, 2005. No tax benefit hasbeen recognized associated with the operating losses as management believesthat it is more likely than not that these tax benefits will not be realizedbased on the existing uncertainty whether the Company will generate futuretaxable income due to ongoing additional tax deductions related to goodwillamortization. As such, we have recorded approximately $453,000 of additionalvaluation allowance on net deferred tax assets associated with the indefinitereversal period related to Goodwill amortization.

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NetIncome (loss). As a result of the foregoing, we had net losses of approximately$8.4 million for the thirteen weeks ended April 1, 2006, representing adecrease to net income of approximately $5.4 million compared to the net lossof approximately 3.0 million for the thirteen weeks ended April 2, 2005.

**OperatingSegment Results**

**Comparisonof the thirteen weeks ended April 1, 2006 to the thirteen weeks ended April 2,2005**

NetSales. Net sales for our Right Away Divison (“RAD”) segment increased byapproximately $1.4 million primarily due to an increase in sales to the DoD$1.1 million (decreased MRE sales $714,000, increased UGR-A sales $1.7 andother military sales of approximately $60,000) and sales of specialty and otherof approximately $421,000. Net sales for our Prepared Foods Division (“PFD”)increased approximately $5.5 million (excluding inter-segment sales ofapproximately $11.2 million and $12.7 million for the thirteen week periodsended April 1, 2006 and April 2, 2005, respectively). The increase insales was primarily attributable to increased co-manufacturing sales ofapproximately $6.2 million and offset by lower tray pack sales to the DoD of$640,000.

OperatingProfit. Profit from operations decreased by approximately $1.2 million for theRAD segment for the thirteen weeks ended April 1, 2006 as compared to April 2,2005. The net decrease in profit from operations was primarily the result ofaccelerated depreciation expenses of approximately $832,000 related to ourdecision to relocate our assembly operations from McAllen, Texas to Cincinnati,Ohio and approximately $353,000 related to pay to stay severance arrangements. Profitfrom Operations increased by approximately $1.5 million for the PFD segment forthe thirteen weeks ended April 1, 2006 as compared to the thirteen weeksended April 2, 2005. The increase in operating profit is primarilyattributable to approximately $2.0 million in selling, general andadministrative expenses transferred to the new corporate headquarters andoffset by approximately $509,000 in additional spare parts expense.

**Liquidityand Capital Resources**

Thefollowing table summarizes our net cash provided by or (used in) our operating,investing and financing activities and our capital expenditures for thethirteen weeks ended April 1, 2006 and April 2, 2005, respectively.
| ** **                       | ** ** | **13 Week**            | ** ** | **13 Week**            | ** ** |
|----------------------------------|------------|-----------------------------|------------|-----------------------------|------------|
| ** **                       | ** ** | **Period Ended**       | ** ** | **Period Ended**       | ** ** |
| ** **                       | ** ** | **April 2, 2005** | ** ** | **April 1, 2006** | ** ** |
| Net cash  provided by (used-in): |       |                        |       |                        |       |
| Operating activities             |       | $                           | (1,452,129 | )                           | $          | (12,412,579 | ) |
| Investing activities             |       | (1,801,687                  | )          | (1,910,421                  | )          |
| Financing activities             |       | 309,643                     |       | -                           |       |
| Capital expenditures             |       | (1,801,687                  | )          | (1,910,421                  | )          |
|                                  |            |                             |            |                             |            |  |  |

 

OperatingActivities. Net cash used in operating activities was approximately $12.4million and $1.5 million for the thirteen weeks ended April 1, 2006 and April 2,2005, respectively. Cash generated from operating activities decreased duringthe first thirteen weeks of 2006 as compared to 2005 due primarily to paymentsmade against outstanding current trade accounts payable of $12.8 millionresulting from increased fourth quarter 2005 working capital requirements andincome taxes payments of approximately $1.0 million offset by increasedreceivables from co-manufacturing customers and uses of working capital assets.

InvestingActivities. Net cash used in investing activities was approximately $1.9million and $1.8 million for the thirteen weeks ended April 1, 2006 and April 2,2005, respectively and primarily attributable to capital expenditures insupport of additional capacity and improvement of both military andco-manufacturing lines as well as infrastructure.

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Financing Activities. For the thirteen week periodended April 1, 2006 there were no cash flows from financing activitiessince there was no activity on our line of credit and we have funded allcapital expenditures with cash from operations. For the thirteen week periodended April 2, 2005, the activity is primarily activities at TWC HoldingLLC related to issuance of the Senior PIK Notes.

Long-TermDebt Expenditures. In connection with the Operating Company’s $125 million inSenior Secured Notes and working capital facility, we will continue to incursignificant debt service payments including interest in future years. Totalcash interest payments related to the $125 million Senior Secured Notes will beapproximately $13.6 million on an annual basis. The Operating Companyincurred approximately $3.3 million of interest expense (including bondamortization cost) relating to the Senior Secured Notes and our working capitalfacilities in the thirteen week period ended April 1, 2006. To the extentwe have borrowings outstanding under our working capital facility, we will haveadditional cash interest payments. Our borrowings and interest expense againstour working capital facility was $0 at April 1, 2006, respectivley.

Theindenture governing the Senior Secured Notes, and working capital facility,impose significant operating and financial restrictions on Wornick. Theserestrictions limit or prohibit, among other things, our ability to incuradditional indebtedness, repay indebtedness prior to stated maturities, pay dividendson or redeem or repurchase our stock, issue capital stock, make investments,create liens, sell certain assets or merge with or into other companies, enterinto certain transactions with stockholders and affiliates, make capitalexpenditures, sell stock in our subsidiaries and restrict dividends,distributions or other payments from our subsidiaries. In addition, the workingcapital facility requires Wornick to meet certain financial ratios andfinancial condition tests. At April 1, 2006, Wornick was in compliancewith all covenants related to the Senior Secured Notes and working capitalfacility.

On February 11,2005 TWC Holding LLC and our wholly-owned finance subsidiary, TWC Holding Corp., co-issued our13.875% Senior PIK Notes due 2011, or the “Senior PIK Notes,” in theapproximate aggregate principal amount of $62,259,000 net of a discount ofapproximately $36,259,000. The Senior PIK Notes earn interest at the rate of13.875% per annum, mature on August 15, 2011 and are unsecured obligationsof TWC Holding LLC and TWC Holding Corp. Neither the Operating Company nor anyof its subsidiaries guaranteed the Senior PIK notes. The notes limit the ourability to incur additional indebtedness and pay dividends or make otherdistributions as well as to make certain investments and sell certain assets ormerge with or into other companies. Because we are a holding company with nooperations and only have our  investmentin the Operating Company and because TWC Holding Corp. has no independentoperations or assets, future cash flows or assets of the Operating  Company through 2011 may be required toservice the $62.3 million Senior PIK notes, upon their maturity. During thefirst thirteen weeks of fiscal 2006 we incurred approximately $1.1 millioninterest expense and bond cost amortization related to the Senior PIK Notes

Weexpect our remaining capital expenditures in 2006 to be approximately$13.0 million, primarily related to support plant renewal andconsolidations, efficiency improvements and expansion of our co-manufacturingbusiness.

Ourprincipal sources of liquidity are cash flow generated from operations andborrowings under the working capital facility. As of April 1, 2006, we hadno borrowings under the working capital facility.  In addition to fluctuations in businessvolume, cash flows from operations are affected by contract terms for billingand collection. Our liquidity will also continue to be dependent on a number ofother factors, including the timing of collection on our contract receivables,processing of weekly and bi-weekly payroll and associated taxes and payment toour suppliers. Our principal uses of cash will meet debt service requirements,finance our capital expenditures and provide working capital. Based on ourcurrent level of operations, our revolving line of credit facility and ouranticipated growth, we believe that the cash flows generated by operations andour revolving line of credit will be sufficient to fund our operations for thenext 12 months and for our currently anticipated needs beyond that period.Our future operating performance and ability to extend or refinance ourindebtedness will be dependent on future economic conditions and financial,business and other factors that are beyond our control.

 

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**Item 3.****   Quantitativeand Qualitative Disclosures about Market Risk**

We areexposed to market risk, primarily from the impact of interest rate changes onour potential use of variable rate debt ($0 at April 2, 2006). Ourexposure to market risks from foreign currency and commodity price fluctuationsis limited since all of our fiscal year 2006 and 2005 purchases and sales aredenominated in U.S. dollars and raw commodities do not comprise a significantpercentage of our costs. Other than with respect to our sales to the Canadianmilitary, we generally do not have exposure to foreign currency risk. Inaddition, because our customary contract terms pass through increase in cost ofcommodities underlying our products to our customers, we generally do not have exposureto commodity price risk. Other than with respect to potential hedges on salesto the Canadian military, we do not hedge our exposure to foreign currency orcommodity price risk. We do not hold any derivatives for trading or speculativepurposes. Changes in the fair value of derivatives are recorded in currentearnings along with the change in the fair value of the underlying hedged item.

All ofour outstanding bank debt bears interest at variable interest rates tied to theprime interest rate. The use of variable rate debt to finance our operationsand capital improvements exposes us to variability in interest payments due tochanges in interest rates. We had no exposure to variable rates at April 1,2006. We believe that a hypothetical 1% increase in interest rates on ourvariable rate debt for a one-year period would have had no significant impacton our net income.

**Item 4.****   Controlsand Procedures**

Basedon a recent evaluation, as of the end of the period covered by the QuarterlyReport on Form 10-Q, the Company’s Chief Executive Officer and ChiefFinancial Officer have concluded that the Company’s disclosure controls andprocedures as defined in the Exchange Act Rules 13a-15(e) and15d-15(e) are effective in timely alerting them to material informationrelating to the Company required to be included in periodic reports filed orsubmitted under the Securities and Exchange Act of 1934, as amended.

Therewere no changes in the Company’s internal control over financial reporting thatoccurred during the thirteen week period ended April 1, 2006, constitutingthe Company’s latest fiscal quarter, that have materially affected, or arereasonably likely to materially affect, the Company’s internal control overfinancial reporting.

**FORWARD-LOOKINGSTATEMENTS**

Thisreport includes “forward-looking statements” within the meaning of the PrivateSecurities Litigation Reform Act of 1995. Forward-looking statements are thosethat do not relate solely to historical fact. They include, but are not limitedto, any statement that may predict, forecast, indicate or imply future results,performance, achievements or events. They may contain words such as “believe,” “anticipate,”“expect,” “estimate,” “intend,” “project,” “plan,” “will,” or words or phrasesof similar meaning. They may relate to, among other things:

•   ourliquidity and capital resources;

•   ourcontracts with the U.S. Government;

•   theU.S. Department of Defense budget in general and U.S. military activity inparticular;

•   ourco-manufacturing plans;

•   competitivepressures and trends in our industry;

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•   prevailinginterest rates;

•   legalproceedings and regulatory matters;

•   otherrisks related to our Senior Secured Notes (including the value of thecollateral);

•   statementswith respect to the Transactions (as defined herein);

•   generaleconomic conditions; and

•   ourdevelopment and expansion plans and expectations for the future.

Theseforward-looking statements reflect our current views with respect to futureevents and are based on assumptions and subject to risks and uncertainties,including, but not limited to, economic, competitive and governmental factorsoutside of our control, that may cause actual results to differ materially fromtrends, plans or expectations set forth in the forward-looking statements andmay adversely affect us. It is not possible for us to predict all of theserisks, nor can we assess the extent to which any factor, or combination offactors, may cause actual results to differ from those contained in forward-lookingstatements. The foregoing list of important factors and other risk detailedfrom time to time in the Company’s reports filed with the Securities andExchange Commission are not exhaustive.

**PART II — OTHER INFORMATION**

**Item 1.****        Legal Proceedings.**

We area defendant in various legal actions arising in the normal course of business,the outcomes of which, in the opinion of management, neither individually norin the aggregate are likely to result in a material adverse effect on ourbusiness, results of operations, financial position or cash flows.

**Item 2.****   UnregisteredSales of Equity Securities and Use of Proceeds.**

None.

**Item 3.   ****Defaults Upon SeniorNotes.**

None.

**Item 4.   ****Submission of Mattersto a Vote of Securities Holders.**

None.

**Item 5.   ****Other Information.**

None.

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**Item 6.   Exhibits.**
| No.    | ** ** | **Description**                                                                                                                                                  |
|--------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 31.1   |       | Certification pursuant to Section 302 of the  Sarbanes Oxley Act of 2002                                                                                         |
|   |       | (President and  Chief Executive Officer)                                                                                                                         |
|   |       |                                                                                                                                                             |
| 31.2   |       | Certification pursuant to Section 302 of the  Sarbanes Oxley Act of 2002                                                                                         |
|   |       | (Chief Financial  Officer)                                                                                                                                       |
|   |       |                                                                                                                                                             |
| 32.1   |       | Certification  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the  Sarbanes Oxley Act of 2002 (President and Chief Executive Officer) |
|   |       |                                                                                                                                                             |
| 32.2   |       | Certification  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the  Sarbanes Oxley Act of 2002 (Chief Financial Officer)               |

 

**Signatures**

Pursuantto the requirements of the Securities and Exchange Act of 1934, the Registranthas duly caused this report to be signed on its behalf by the undersignedthereunto duly authorized.

 
|                          | TWC Holding LLC |
|--------------------------|-----------------|
|                     | (Registrant)    |
|                     |            |
| Date:  May 16, 2006 | By:             | /s/ MICHAEL M. THOMPSON |   |
|                     |            | Michael M. Thompson |
|                     |            | President and Chief Executive Officer |
|                     |            | (Principal Executive Officer) |
|                     |            |   |
|                     |            |   |
| Date:  May 16, 2006 | By:             | /s/ Brian A. Lutes |   |
|                     |            | Brian A. Lutes |
|                     |            | Chief Financial Officer and Treasurer |
|                     |            | (Principal Financial Officer and |
|                     |            | Principal Accounting Officer) |

 

 

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