UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One) | |
ý |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended March 1, 2003 |
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or |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number
1-6699
INTERNATIONAL MULTIFOODS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
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41-0871880 (I.R.S. Employer Identification No.) |
110 Cheshire Lane, Suite 300, Minnetonka, Minnesota (Address of principal executive offices) |
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55305 (Zip Code) |
(952) 594-3300
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Name of each exchange
on which registered |
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Common Stock (par value $.10 per share) | New York Stock Exchange | |
Preferred Stock Purchase Rights | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Act") during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ý No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
Yes ý No o
The aggregate market value of Common Stock, par value $.10 per share, held by non-affiliates of the registrant (see Item 12 hereof) computed by reference to the closing price as reported in the consolidated transaction reporting system as of August 30, 2002 (the last business day of the registrant's most recently completed second fiscal quarter) was $391,885,166.
The number of shares outstanding of the registrant's Common Stock, par value $.10 per share, as of May 1, 2003 was 19,194,915.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Stockholders for the fiscal year ended March 1, 2003 are incorporated by reference into Parts I and II.
Portions of the registrant's Proxy Statement for the Annual Meeting of Stockholders to be held June 20, 2003 are incorporated by reference into Part III.
FORM 10-K TABLE OF CONTENTS
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Part I |
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Item 1 |
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Business. |
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Item 2 |
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Properties. |
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4 |
Item 3 |
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Legal Proceedings. |
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Item 4 |
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Submission of Matters to a Vote of Security Holders. |
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Part II |
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Item 5 |
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Market for Registrant's Common Equity and Related Stockholder Matters. |
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Item 6 |
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Selected Financial Data. |
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Item 7 |
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Management's Discussion and Analysis of Financial Condition and Results of Operations. |
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Item 7A |
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Quantitative and Qualitative Disclosures About Market Risk. |
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Item 8 |
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Financial Statements and Supplementary Data. |
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Item 9 |
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
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Part III |
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Item 10 |
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Directors and Executive Officers of the Registrant. |
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6 |
Item 11 |
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Executive Compensation. |
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Item 12 |
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
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9 |
Item 13 |
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Certain Relationships and Related Transactions |
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10 |
Item 14 |
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Controls and Procedures. |
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Part IV |
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Item 15 |
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Exhibits, Financial Statement Schedules and Reports on Form 8-K. |
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i
General
International Multifoods Corporation ("Multifoods"), incorporated in Delaware in 1969 as the successor to a business founded in 1892, operates food manufacturing businesses in the United States and Canada.
We manage our businesses through three operating segments: U.S. Consumer Products, Foodservice Products and Canadian Foods. In September 2002, we completed the sale of our foodservice distribution business. We have classified our foodservice distribution business as a discontinued operation. Financial information for the last three fiscal years for each of our business segments, which is included in Note 17 to our Consolidated Financial Statements on pages 47 and 48 of our Annual Report to Stockholders for the fiscal year ended March 1, 2003 ("2003 Annual Report to Stockholders"), is incorporated herein by reference.
U.S. Consumer Products
Through our U.S. Consumer Products segment, we market and distribute flour and scratch ingredients, dessert and baking mixes, ready-to-spread frostings, potato mixes, dry breakfast mixes and syrups primarily under the Pillsbury , Martha White , Jim Dandy , Gladiola , Robin Hood , La Piña , Red Band , Softasilk , Hungry Jack and Idaho Spuds brand names for sale through retail channels in the United States. In addition, we market and sell evaporated milk products under our Pet brand name and flavored rice and pasta side-dish products under our Farmhouse brand name. Products in our portfolio are strong brands in the packaged foods industry, some having operating histories more than 100 years.
Our Pillsbury branded products currently include 124 stock-keeping units ("SKUs") in seven general subcategories: cake mix, ready-to-spread frosting, brownie mix, muffin mix, cookie mix, quickbread mix and flour and scratch ingredients. Our Martha White branded products are primarily marketed under three major subcategories of muffin mixes, brownie mixes and scratch ingredients. We also market cornbread mix under the Gladiola brand name and grits under the Jim Dandy brand name. Presently, we market a total of 79 SKU's under our Martha White , Gladiola and Jim Dandy brands. We currently market 38 SKUs primarily under the Hungry Jack brand, including nine pancake mix SKUs, six syrup SKUs and 23 potato mix SKUs. The 23 potato mix SKUs include products across three product lines: core mashed potatoes, specialty potatoes and mashed potatoes with gravy. We market 14 SKUs in the flour and scratch subcategory under our Robin Hood , La Piña , Red Band and Softasilk brands. We also market 10 evaporated milk products under our Pet brand and 27 pasta and rice side-dish SKUs under our Farmhouse brand. Approximately half of the products of the U.S. Consumer Products segment are manufactured at our Toledo, Ohio manufacturing facility, while third party co-packers manufacture and package the remainder of this segment's products.
The Pillsbury Company has licensed to us the exclusive right to use certain Pillsbury trademarks, including the Pillsbury "barrelhead" and "doughboy" related trademarks, on a royalty-free basis for an initial term of 20 years. After the initial 20-year term, the license is automatically renewable for unlimited additional 20-year terms on a royalty-free basis. This license allows us to use the licensed marks on certain dessert and baking mix and flour products and other baking related products in retail channels in the United States and its territories and commonwealths, including Puerto Rico. We also have the non-exclusive right to sell covered products bearing these trademarks to stores of United States-based retailers in Mexico and Canada.
Our U.S. Consumer Products segment sells its products to supermarket chains, retail wholesalers and other retail channels. Our customers include Wal-Mart Stores, Inc., Kroger Co., SuperValu, Inc. and Fleming Companies, Inc. CROSSMARK, Inc., a privately held, nationwide sales and marketing
1
organization, provides retail sales and marketing services for our U.S. Consumer Products brands. We also employ a direct sales force.
Our U.S. Consumer Products segment competes in the United States retail food manufacturing industry. Our Pillsbury and Martha White brands compete primarily within the dessert and baking mixes, or DBM, market. This market has remained relatively constant over the past three years at approximately $1.8 billion of sales and includes mixes for cakes, cookies, brownies, muffins and quickbread, as well as ready-to-spread frosting and ingredients used in scratch baking such as flour. Within the DBM category, we compete primarily with Betty Crocker , which is produced by General Mills, and Duncan Hines , which is produced by Aurora Foods. Our Hungry Jack brand competes in three primary market categories: pancake mix, dehydrated potatoes and table syrup. We compete primarily with Aunt Jemima , which is produced by PepsiCo's Quaker Foods segment, in pancake mix and Betty Crocker in dehydrated potatoes. We compete on the basis of product quality, product convenience, the ability to identify and satisfy emerging consumer preferences, brand loyalty, timely delivery and customer service, as well as price.
Foodservice Products .
Our Foodservice Products segment produces approximately 1,400 products for retail, wholesale and in-store bakeries and foodservice customers primarily in the United States. Through this segment, we produce baking mix products, including mixes for breads, rolls, bagels, donuts, muffins, Danishes, cakes, cookies, brownies, bars and pizza crusts, as well as fillings, icings and frostings. Baking mix products are marketed under our Multifoods, Pillsbury and Jamco brands. In addition, we manufacture and market frozen batters, doughs and desserts under our Multifoods , Gourmet Baker and Fantasia brands. Our products are marketed through our own direct sales force of sales and technical support personnel, as well as through a network of brokers and bakery distributors, which in turn sell our products to retail bakers and other customers. Our customers include Ahold USA, Inc., Costco Wholesale Corporation, Dunkin' Donuts, Pizza Hut, Inc., Sysco Corporation, U.S. Foodservice, Inc. and Wal-Mart Stores, Inc.
Under a foodservice trademark license agreement with The Pillsbury Company, we have the exclusive right to use certain Pillsbury trademarks, including the Pillsbury "barrelhead" and "doughboy" related trademarks, on a royalty-free basis until November 2008 on certain non-custom dry mix products in packages of seven pounds or less and non-custom frosting products in packages of 11 pounds or less in foodservice channels in the United States and its territories and commonwealths, including Puerto Rico, and in certain limited instances and on a non-exclusive basis, Mexico and Canada. This license is non-renewable.
Our Foodservice Products segment encounters significant competition in the bakery products market. We are a leading supplier of baking mixes to foodservice operators and retail and in-store bakeries in the United States and we compete with several large corporations and regional producers of baking mixes. With respect to frozen bakery products, we compete primarily in the foodservice and in-store bakery markets with several large corporations and numerous regional suppliers that have select product offerings. Our largest competitor in both of the baking mixes and frozen bakery products categories is General Mills, Inc. We compete on the basis of product quality and uniqueness, product convenience, brand loyalty, timely delivery and customer service, as well as price.
Canadian Foods. Our Canadian Foods segment consists of our retail and commercial foods businesses in Canada. Canadian Foods manufactures flour and baking mixes, primarily under the Robin Hood brand, and pickles and relish condiments, primarily under the Bick's brand for sale through retail and commercial channels in the United States and Canada. More than 40 retail baking mixes are sold in Canada under our Robin Hood brand, while retail flour is sold in Canada under the Robin Hood , Golden Temple , Brodie , Cream of the West , and Monarch brands. In the United States, we sell retail flour under our Golden Temple brand. We also sell hot cereals in Canada under our Robin Hood , Old
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Mill , Red River and Purity brands. In addition, we manufacture and market pickles and relish condiments to consumers in Canada, where our Bick's brand is the market leader. We also sell condiments in Canada under the Habitant , Gattuso , Woodman's and McLaren's labels.
The commercial foods business of our Canadian Foods segment produces pickles and relish condiments, baking mix products, wheat flour and oat products for retail, in-store and wholesale bakeries and foodservice customers in Canada and the United States. Such products are sold primarily under our Robin Hood and Bick's brands.
The products of our Canadian Foods segment are marketed primarily through our own sales organization, supported by advertising and other promotional activities. Our customers include Loblaw Companies Limited, The TDL Group Limited and Sobeys Inc. Our competitors in Canada include both large corporations and regional producers. We compete on the basis of product quality, product convenience, the ability to identify and satisfy emerging consumer preferences, brand loyalty, timely delivery and customer service, as well as price.
Discontinued Operations
In September 2002, we completed the sale of our foodservice distribution business. The foodservice distribution business is treated as discontinued operations in our consolidated financial statements.
Other Information Relating to the Business of Multifoods
Sources of Supply and Raw Materials. With respect to each of our U.S. Consumer Products, Foodservice Products and Canadian Foods segments, raw materials generally are available from numerous sources and we believe that we will continue to be able to obtain adequate supplies. In Canada, we minimize risks associated with wheat market price fluctuations by hedging our wheat and flour inventories, open wheat purchase contracts and open flour sales contracts with wheat futures contracts. In the United States, we also enter into futures contracts to reduce the risk of price fluctuations on certain anticipated raw material purchases. See Note 9 to the Consolidated Financial Statements which are incorporated by reference in Part II, Item 8, hereof.
Trademarks and Other Intellectual Property. We own numerous trademarks, service marks and product formulae which are important to our businesses. In addition, we use certain Pillsbury trademarks, including the Pillsbury "barrelhead" and "doughboy" related trademarks, on a royalty-free basis, under the terms of the retail trademark license agreement and the foodservice trademark license agreement described above. The most significant trademarks and service marks are identified by appearing in all italicized letters above. Most of our trademarks and service marks are registered.
Seasonality. Each of our U.S. Consumer Products, Foodservice Products and Canadian Foods segments experience some seasonality of their businesses due to increased demand for their products during the fall and holiday baking seasons. As a result, sales volumes of each of the U.S. Consumer Products, Foodservice Products and Canadian Foods segments are generally higher during our fiscal third quarter.
Research and Development. Our expenses for research and development for fiscal years 2003, 2002 and 2001 were $6.4 million, $3.7 million and $3.4 million, respectively.
Environmental Regulation. Our facilities in the United States and Canada are subject to federal, state, provincial and local environmental laws and regulations. Compliance with these provisions has not had, and we do not expect such compliance to have, any material adverse effect upon our capital expenditures, net earnings or competitive position.
Employees. As of March 1, 2003, we and our subsidiaries had 2,377 employees.
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Available Information. Multifoods' internet website is http://www.multifoods.com . Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to such reports are made available, free of charge, under the "Investor Relations" section of our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission.
Cautionary Statement Relevant to Forward-Looking Information
This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, we may from time to time make written and oral forward-looking statements. These forward-looking statements are based on current expectations or beliefs, including, but not limited to, statements concerning our operations and financial performance and condition. For this purpose, statements that are not statements of historical fact may be deemed to be forward-looking statements. We caution that these statements by their nature involve risks and uncertainties, and actual results may differ materially depending on a variety of important factors, including, among others, successful completion of the integration of the businesses acquired from General Mills, Inc. and The Pillsbury Co., the impact of competitive products and pricing; changes in consumer preferences and tastes or perceptions of health-related issues; effectiveness of advertising or market-spending programs; market or weather conditions that may affect the costs of grain, other raw materials and fuel; the impact of labor matters; changes in laws and regulations; fluctuations in foreign exchange and interest rates; the potential inability to collect on a $6 million insurance claim receivable related to the loss of product in St. Petersburg, Russia; if collection is sought under our guarantees of lease obligations of our former foodservice distribution business; risks commonly encountered in international trade; and other factors as may be discussed in our reports filed with the Securities and Exchange Commission.
Our principal executive offices are located in Minnetonka, Minnesota in leased office space. Several of our subsidiaries also own or lease office space. We operate numerous processing and distribution facilities throughout the United States and Canada. We believe that our facilities are suitable and adequate for current production volumes. The following is a description of our properties as of March 1, 2003.
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We manufacture the products of our U.S. Consumer Products, Foodservice Products and Canadian Foods segments in 17 owned and leased processing facilities across the United States and Canada, as described in the following table:
Location
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Primary Products
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Size
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Owned/Leased
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Bonner Springs, Kansas | Bakery Mix/Frozen Bakery | 100,000 s.f. | Owned | |||
Burlington, Ontario | Bakery Mix | 65,000 s.f. | Owned | |||
Burnaby, British Columbia | Frozen Bakery | 15,000 s.f. | Leased | |||
Burnaby, British Columbia | Frozen Bakery | 32,800 s.f. | Leased | |||
Delhi Township, Ontario | Pickle Tank Farm | 15 acres | Owned | |||
Dunnville, Ontario | Pickles and Relish Condiments | 98,300 s.f. | Owned | |||
Elyria, Ohio | Bakery Mix | 56,400 s.f. | Owned | |||
La Mirada, California | Bakery Mix | 100,860 s.f. | Leased | |||
Lockport, New York | Bakery Mix | 89,300 s.f. | Owned | |||
Montreal, Quebec | Flour Mill | 203,000 s.f. | Owned | |||
Montreal, Quebec | Bakery Mix | 48,500 s.f. | Owned | |||
Pt. Colborne, Ontario | Flour Mill | 330,000 s.f. | Owned/Leased* | |||
Saskatoon, Saskatchewan | Flour & Oat Mill/ Bakery Mix | 230,000 s.f. | Owned | |||
Sedalia, Missouri | Frozen Bakery | 48,500 s.f. | Owned | |||
Simcoe, Ontario | Frozen Bakery | 65,000 s.f. | Owned | |||
Toledo, Ohio | Bakery Mixes and Frosting | 633,000 s.f. | Owned | |||
Winnipeg, Manitoba | Frozen Bakery | 72,000 s.f. | Owned |
Our U.S. Consumer Products, Foodservice Products and Canadian Foods segments also operate two research and development laboratories.
Neither Multifoods nor any of its subsidiaries is a party to any legal proceeding that is material to the business, financial condition or results of operations of Multifoods.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders of Multifoods during the fourth quarter of the fiscal year ended March 1, 2003.
EXECUTIVE OFFICERS OF MULTIFOODS.
The information contained in Item 10 in Part III hereof under the heading "Executive Officers of Multifoods" is incorporated by reference in Part I of this Report.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
Our Common Stock is listed on the New York Stock Exchange. The high and low sales prices for our Common Stock as reported in the consolidated transaction reporting system for each quarterly period within the two most recent fiscal years, shown in Note 18 to our Consolidated Financial Statements on pages 48 and 49 of the 2003 Annual Report to Stockholders, are incorporated herein by reference. We did not pay any dividends on our Common Stock during the two most recent fiscal years.
As of May 1, 2003, there were 3,770 holders of record of our Common Stock.
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Item 6. Selected Financial Data.
The information for fiscal years 1999 through 2003 in the "Five-Year Comparative Summary" on page 21 of the 2003 Annual Report to Stockholders under the headings "Consolidated Summary of Operations," "Year-End Financial Position" and "Dividends Paid" is incorporated herein by reference. The information contained in Note 1 ("Summary of Significant Accounting Policies"), Note 2 ("Business Acquired"), Note 3 ("Discontinued Operations") and Note 5 ("Unusual Items") to Multifoods' Consolidated Financial Statements on pages 34 through 38 of the 2003 Annual Report to Stockholders is also incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The information under the heading "Management's Discussion and Analysis" on pages 22 through 29 of the 2003 Annual Report to Stockholders is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The section under the heading "Management's Discussion and Analysis" entitled "Market Risk Management" on pages 28 and 29 of the 2003 Annual Report to Stockholders is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data.
Multifoods' Consolidated Financial Statements as of March 1, 2003 and March 2, 2002, and for each of the fiscal years in the three-year period ended March 1, 2003, the Notes to Multifoods' Consolidated Financial Statements and the Report of Independent Auditors on pages 30 through 50 of the 2003 Annual Report to Stockholders are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 10. Directors and Executive Officers of the Registrant.
Information about our Directors is incorporated by reference to the sections under the heading "Election of Directors" entitled "Composition of Board and Term of Office" and "Biographical Information of Directors" on pages 5 through 7 of the Proxy Statement of International Multifoods Corporation dated May 15, 2003 (the "2003 Proxy Statement"). Information about compliance with Section 16 of the Securities Exchange Act of 1934 is incorporated by reference to the section entitled "Section 16(a) Beneficial Ownership Reporting Compliance" on page 24 of the 2003 Proxy Statement. Information about our audit committee financial expert is incorporated by reference to the section under the heading "Election of Directors" entitled "Audit Committee" on page 8 of the 2003 Proxy Statement. Information about the codes of ethics governing our employees and directors, including our Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer, is incorporated by reference to the section under the heading "Election of Directors" entitled "Codes of Business Conduct and Ethics" on page 10 of the 2003 Proxy Statement.
Executive Officers of Multifoods
The following sets forth the name, age and business experience for at least the past five years of each of our executive officers as of May 1, 2003. Unless otherwise noted, the positions described are positions with Multifoods or its subsidiaries.
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Name
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Age
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Positions Held
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Period
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Gary E. Costley | 59 | Chairman of the Board and Chief Executive Officer | November 2001 to present | |||
Chairman of the Board, President and Chief Executive Officer | 1997 to 2001 | |||||
Frank W. Bonvino |
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61 |
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Senior Vice President, General Counsel and Secretary |
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November 2001 to present |
Vice President, General Counsel and Secretary | 1992 to 2001 | |||||
John E. Byom |
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49 |
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Senior Vice PresidentFinance and Chief Financial Officer |
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January 2003 to present |
Vice PresidentFinance and Chief Financial Officer | 2001 to 2002 | |||||
President, U.S. Foods | 1999 to 2000 | |||||
Vice PresidentFinance, North America Foods | 1995 to 1999 | |||||
Randall W. Cochran |
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49 |
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Vice President, Supply Chain |
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January 2002 to present |
Vice President, Manufacturing Effectiveness, the Kellogg Company (food manufacturer) | 2000-2001 | |||||
Vice President, Supply Chain, the Kellogg CompanyLatin America | 1998-2000 | |||||
Vice President, Operations, Convenience Foods Division of the Kellogg Company | 1993-1998 | |||||
Ralph P. Hargrow |
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51 |
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Senior Vice President, Human Resources and Administration |
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January 2003 to present |
Vice President, Human Resources and Administration | 2000 to 2002 | |||||
Vice President, Human Resources | 1999 to 2000 | |||||
Senior Vice PresidentHuman Resources & Administration of Rollerblade, Inc. (in-line skate manufacturer) | 1994 to 1998 | |||||
Martin Jamieson |
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43 |
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Vice President and President, Robin Hood Multifoods Inc. |
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September 2002 to present |
Vice President, North America Integration and Planning, General Mills, Inc. (food manufacturer) | 2001 to 2002 | |||||
President, Pillsbury Canada Ltd. (food manufacturer) | 1998 to 2001 | |||||
Managing Director, Pillsbury U.K./Ireland, Diageo plc | 1996 to 1998 | |||||
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Dennis R. Johnson |
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51 |
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Vice President and Controller |
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September 2002 to present |
Vice President and Controller, and Vice President-Finance and Chief Financial Officer, Multifoods Distribution Group | 2000 to 2002 | |||||
Vice President and Controller | 1995 to 2000 | |||||
Gregory J. Keup |
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44 |
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Vice President and Treasurer |
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March 2000 to present |
Assistant Treasurer | 1996 to 2000 | |||||
Daryl R. Schaller |
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59 |
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Vice President, Research and Development |
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November 2001 to present |
Food Industry Consultant | 1997-2001 | |||||
Jill W. Schmidt |
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44 |
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Vice President, Communications and Investor Relations |
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March 2000 to present |
Vice President, Communications | 1997 to 2000 | |||||
Dan C. Swander |
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59 |
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President and Chief Operating Officer |
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November 2001 to present |
Principal, Swander Pace & Co. and Member, KSA Worldwide (consultants to the food, packaged goods and retailing industries) | 2000-2001 | |||||
Chairman and Managing Director, Swander Pace & Co. | 1987-2000 | |||||
Donald H. Twiner |
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62 |
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Vice President and Chairman, Robin Hood Multifoods Inc. |
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September 2002 to present |
Vice President and President, Robin Hood Multifoods Inc. | 1999 to 2002 | |||||
President, Robin Hood Multifoods Inc. | 1997 to 1999 | |||||
James H. White |
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38 |
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Vice President and President, U.S. Consumer Products |
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November 2001 to present |
Category Vice President, The Pillsbury Company (food manufacturer) | 1999-2001 | |||||
Business Vice President, The Pillsbury Company | 1998-1999 | |||||
Business Team Leader, The Pillsbury Company | 1996-1998 | |||||
Michael J. Wille |
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43 |
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Vice President and President, Multifoods Foodservice Products Division |
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December 2001 to present |
Vice President Marketing, North American Institutional Division, Ecolab, Inc. (cleaning supplies and equipment) | 2000-2001 | |||||
Cargill Foods Group Marketing and Sales Director, Cargill, Inc. (food manufacturer) | 1992-2000 |
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The executive officers of Multifoods are elected annually by the Board of Directors with the exception of the Presidents of our business units, who hold appointed offices.
Item 11. Executive Compensation.
The section under the heading "Election of Directors" entitled "Compensation of Directors" on page 10 and the section entitled "Executive Compensation" on pages 15 through 22 of the 2003 Proxy Statement are incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The section entitled "Security Ownership of Certain Beneficial Owners and Management" on pages 3 and 4 of the 2003 Proxy Statement is incorporated herein by reference.
For purposes of computing the market value of our Common Stock held by non-affiliates of Multifoods on the cover page of this Report, all executive officers and directors of Multifoods are considered to be affiliates of Multifoods. This does not represent an admission by us or any such person as to the affiliate status of such person.
Equity Compensation Plan Information
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(a)
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(b)
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(c)
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||||||
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Plan Category
|
Number of securities
to be issued upon exercise of outstanding options, warrants and rights |
Weighted-average
exercise price of outstanding options, warrants and rights |
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
||||||
Equity compensation plans approved by security holders | 2,012,325 | (1) | $ | 19.50 | 432,319 | (2) | |||
Equity compensation plans not approved by security holders |
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5,302 |
(3) |
$ |
27.75 |
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21,417 |
(4) |
|
|
|
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|||||||
Total |
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2,017,627 |
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$ |
19.52 |
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453,736 |
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|
|
|
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Plan
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Number of
Shares |
Type of Award
|
||
---|---|---|---|---|
Amended and Restated 1989 Stock-Based Incentive Plan | 26,714 | Stock options, restricted stock | ||
1997 Stock-Based Incentive Plan |
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405,605 |
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Stock options, restricted stock, restricted stock units, stock appreciation rights |
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Item 13. Certain Relationships and Related Transactions.
The section under the heading "Security Ownership of Certain Beneficial Owners and Management" entitled "Certain Relationships and Related Transactions" on page 4 of the 2003 Proxy Statement is incorporated herein by reference.
Item 14. Controls and Procedures.
(a) Evaluation of disclosure controls and procedures. The term "disclosure controls and procedures" is defined in Rules 13a-14(c) and 15d-14(c) of the Securities and Exchange Act of 1934 ("Exchange Act"). These rules refer to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within required time periods. Our chief executive officer and our chief financial officer have evaluated the effectiveness of Multifoods' disclosure controls and procedures as of a date within 90 days before the filing of this annual report (the "Evaluation Date"), and, they have concluded that, as of the Evaluation Date, such controls and procedures were effective at ensuring that required information will be disclosed on a timely basis in our reports filed under the Exchange Act.
(b) Changes in internal controls. For the fiscal year ended March 1, 2003, there were no significant changes to our internal controls or in other factors that could significantly affect our internal controls, and we have not identified any significant deficiencies or material weaknesses in our internal controls.
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) Documents Filed as a Part of this Report
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1. Financial Statements.
The following consolidated financial statements of International Multifoods Corporation and subsidiaries and the Report of Independent Auditors thereon, included in the 2003 Annual Report to Stockholders, are incorporated by reference in Part II, Item 8, hereof:
Consolidated Statements of OperationsYears ended March 1, 2003, March 2, 2002 and March 3, 2001 | |
Consolidated Balance SheetsMarch 1, 2003 and March 2, 2002 | |
Consolidated Statements of Cash FlowsYears ended March 1, 2003, March 2, 2002 and March 3, 2001 | |
Consolidated Statements of Shareholders' EquityYears ended March 1, 2003, March 2, 2002 and March 3, 2001 | |
Notes to Consolidated Financial Statements | |
Report of Independent Auditors |
2. Financial Statement Schedules
The consolidated financial statement schedule of International Multifoods Corporation and subsidiaries and the Independent Auditors' Report thereon required to be filed as part of this Report are listed below and are included at the end of this Report.
Independent
Auditors' Report
Schedule IIValuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.
3. Exhibits
3.1 | Restated Certificate of Incorporation of International Multifoods Corporation, as amended to date (incorporated herein by reference to Exhibit 3.1 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1993). | |
3.2 |
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Bylaws of International Multifoods Corporation, as amended to date (incorporated herein by reference to Exhibit 3.2 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 29, 2000). |
4.1 |
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Credit Agreement, dated as of September 28, 2001, among International Multifoods Corporation, Robin Hood Multifoods Inc., the several lenders from time to time parties thereto, Rabobank International, as Documentation Agent, U.S. Bank National Association and UBS Warburg LLC, as Syndication Agents, and Canadian Imperial Bank of Commerce, as U.S. Administrative Agent and Canadian Administrative Agent, as amended (incorporated herein by reference to Exhibit 4.1 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended December 1, 2001 and Exhibit 4.1 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended August 31, 2002). |
4.2 |
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Fiscal Agency Agreement, dated as of December 17, 2001, among International Multifoods Corporation, as Issuer, Diageo plc, as Guarantor, JP Morgan Chase Bank, as Fiscal Agent and Principal Paying Agent, and J.P. Morgan Bank Luxembourg S.A., as Paying Agent (incorporated herein by reference to Exhibit 4.1 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended December 1, 2001). |
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4.3 |
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Certificate of Designations of Series A Junior Participating Preferred Capital Stock of International Multifoods Corporation (incorporated herein by reference to Exhibit 4.7 to Multifoods' Annual Report on Form 10-K for the fiscal year ended March 3, 2001). |
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Multifoods hereby agrees to furnish to the Securities and Exchange Commission upon request copies of all other instruments defining the rights of holders of long-term debt of International Multifoods Corporation and its consolidated subsidiaries. |
10.1 |
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Share Rights Agreement, dated as of September 15, 2000, between International Multifoods Corporation and Wells Fargo Bank Minnesota, N.A., as Rights Agent (incorporated herein by reference to Exhibit 1 to Multifoods' Registration Statement on Form 8-A dated September 22, 2000). |
10.2 |
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1997 Stock-Based Incentive Plan of International Multifoods Corporation, as amended, (incorporated herein by reference to Exhibit 10.2 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1997, Exhibit 10.3 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1998 and Exhibit 10.3 to Multifoods' Annual Report on Form 10-K for the fiscal year ended March 3, 2001).* |
10.3 |
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Amended and Restated 1989 Stock-Based Incentive Plan of International Multifoods Corporation, as amended (incorporated herein by reference to Exhibit 10.1 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended August 31, 1993 and Exhibits 10.1 and 10.2 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended August 31, 2002).* |
10.4 |
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1986 Stock Option Incentive Plan of International Multifoods Corporation (incorporated herein by reference to Exhibit 4 to Multifoods' Registration Statement on Form S-8 (Registration No. 33-6223)).* |
10.5 |
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Management Incentive Plan of International Multifoods Corporation, Amended and Restated as of March 1, 1998, as amended (incorporated herein by reference to Exhibit 10.7 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1998 and Exhibit 10.6 to Multifoods' Annual Report on Form 10-K for the fiscal year ended March 2, 2002).* |
10.6 |
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Non-Qualified Stock Option Agreement, dated as of July 1, 1998, between International Multifoods Corporation and Daryl Schaller.* |
10.7 |
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Management Benefit Plan of International Multifoods Corporation, Restated Effective January 1, 1997, as further amended (incorporated herein by reference to Exhibit 10.7 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1997 and Exhibit 10.10 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1998).* |
10.8 |
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Trust Agreement, dated July 30, 1987, between International Multifoods Corporation and Norwest Bank Minnesota, National Association, as successor trustee to Bank of America NT and SA, relating to the Management Benefit Plan of International Multifoods Corporation (incorporated herein by reference to Exhibit 10.11 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1993).* |
10.9 |
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Compensation Deferral Plan for Executives of International Multifoods Corporation, Amended and Restated as of September 17, 1993, as further amended (incorporated herein by reference to Exhibit 10.5 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended November 30, 1993 and Exhibit 10.10 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1997).* |
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10.10 |
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Supplemental Deferred Compensation Plan of International Multifoods Corporation, Adopted Effective April 1, 1997 (incorporated herein by reference to Exhibit 10.11 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1997).* |
10.11 |
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Employment Agreement, dated as of November 1, 1996, between International Multifoods Corporation and Gary E. Costley, as amended (incorporated herein by reference to Exhibit 10.1 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended November 30, 1996, Exhibit 10.16 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1998 and Exhibit 10.1 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended December 1, 2001).* |
10.12 |
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Form of Revised and Restated Severance Agreement between International Multifoods Corporation and each of Multifoods' executive officers, other than Gary E. Costley (incorporated herein by reference to Exhibit 10.2 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended November 30, 1993).* |
10.13 |
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Letter Agreement, dated July 10, 1995, between International Multifoods Corporation and Robert S. Wright regarding benefits arrangements (incorporated herein by reference to Exhibit 10.19 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 29, 1996).* |
10.14 |
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Memorandum of understanding, dated March 29, 1996, between International Multifoods Corporation and Robert S. Wright regarding supplemental retirement benefits (incorporated herein by reference to Exhibit 10.20 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 29, 1996).* |
10.15 |
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Letter Agreement, dated August 2, 2002, as amended, between Robert S. Wright and International Multifoods Corporation regarding severance and retirement benefits (incorporated herein by reference to Exhibits 10.3 and 10.4 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended August 31, 2002).* |
10.16 |
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Memorandum of understanding, dated September 20, 1996, between Frank W. Bonvino and International Multifoods Corporation regarding supplemental retirement benefits (incorporated herein by reference to Exhibit 10.21 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1999).* |
10.17 |
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Amendment to Supplemental Retirement Agreement, dated March 23, 2000, between Frank W. Bonvino and International Multifoods Corporation (incorporated herein by reference to Exhibit 10.22 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 29, 2000).* |
10.18 |
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Severance Agreement, dated November 13, 2001, between Dan C. Swander and International Multifoods Corporation (incorporated herein by reference to Exhibit 10.17 to Multifoods' Annual Report on Form 10-K for the fiscal year ended March 2, 2002).* |
10.19 |
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Memorandum of understanding, dated November 13, 2001, between Dan C. Swander and International Multifoods Corporation regarding supplemental retirement benefits (incorporated herein by reference to Exhibit 10.18 to Multifoods' Annual Report on Form 10-K for the fiscal year ended March 2, 2002).* |
10.20 |
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Letter agreement, dated March 12, 2001, between James H. White and International Multifoods Corporation regarding offer of employment.* |
10.21 |
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Stock Purchase Plan of Robin Hood Multifoods Inc. * |
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10.22 |
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Form of Indemnity Agreement between International Multifoods Corporation and each of Multifoods' executive officers (incorporated herein by reference to Exhibit 10.19 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1993).* |
10.23 |
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Fee Deferral Plan for Non-Employee Directors of International Multifoods Corporation, Amended and Restated as of September 17, 1993, as further amended (incorporated herein by reference to Exhibit 10.7 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended November 30, 1993 and Exhibit 10.26 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1997).* |
10.24 |
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Deferred Income Capital Accumulation Plan for Directors of International Multifoods Corporation, Amended and Restated as of September 17, 1993 (incorporated herein by reference to Exhibit 10.8 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended November 30, 1993).* |
10.25 |
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Form of Indemnity Agreement between International Multifoods Corporation and each non-employee director of the Company (incorporated herein by reference to Exhibit 10.21 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1993).* |
10.26 |
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Stock Purchase Agreement, dated as of August 6, 1999, by and between International Multifoods Corporation and Gruma S.A. de C.V. (incorporated herein by reference to Exhibit 2.1 to Multifoods' Current Report on Form 8-K dated August 18, 1999). |
10.27 |
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Amended and Restated Asset Purchase and Sale Agreement, dated as of October 24, 2001, by and among General Mills, Inc., The Pillsbury Company and International Multifoods Corporation, as amended by Closing Agreement, dated November 13, 2001, as further amended by Omnibus Amendment Agreement, dated as of January 16, 2003 (incorporated herein by reference to Exhibits 2.1 and 2.2 to Multifoods' Current Report on Form 8-K dated November 13, 2001 and Exhibit 10.1 to Multifoods' Current Report on Form 8-K dated January 27, 2003). |
10.28 |
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Retail Trademark License Agreement, dated November 13, 2001, between The Pillsbury Company and International Multifoods Corporation (incorporated herein by reference to Exhibit 10.2 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended December 1, 2001). |
10.29 |
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Amendment to Retail Trademark License Agreement, dated December 23, 2002, between The Pillsbury Company and International Multifoods Corporation. |
10.30 |
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Stock Purchase Agreement, dated as of July 29, 2002, between International Multifoods Corporation and Wellspring Distribution Corp. (incorporated herein by reference to Exhibit 2.1 to Multifoods' Current Report on Form 8-K dated July 30,2002). |
11 |
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Computation of Earnings (Loss) Per Common Share. |
12 |
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Computation of Ratio of Earnings to Fixed Charges. |
13 |
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2003 Annual Report to Stockholders (only those portions expressly incorporated by reference herein shall be deemed filed with the Securities and Exchange Commission). |
21 |
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List of significant subsidiaries of International Multifoods Corporation. |
23 |
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Consent of KPMG LLP. |
99.1 |
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Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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99.2 |
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Certification of the Chief Financial Officer Pursuant to 18.U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
During the quarter ended March 1, 2003, Multifoods filed a Current Report on Form 8-K dated January 27, 2003, relating to Multifoods' purchase of a plant in Toledo, Ohio from General Mills, Inc.
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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INTERNATIONAL MULTIFOODS CORPORATION |
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Dated: May 12, 2003 |
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By |
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/s/ GARY E. COSTLEY Gary E. Costley, Ph.D. Chairman of the Board and Chief Executive Officer |
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Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/
GARY E. COSTLEY
Gary E. Costley, Ph.D. |
Chairman of the Board and Chief Executive Officer (Principal Executive Officer) and Director | May 12, 2003 | ||
/s/ JOHN E. BYOM John E. Byom |
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Senior Vice PresidentFinance, and Chief Financial Officer (Principal Financial Officer) |
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May 12, 2003 |
/s/ DENNIS R. JOHNSON Dennis R. Johnson |
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Vice President and Controller (Principal Accounting Officer) |
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May 12, 2003 |
/s/ CLAIRE LEWIS ARNOLD Claire L. Arnold |
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Director |
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May 12, 2003 |
/s/ ISAIAH HARRIS, JR. Isaiah "Ike" Harris, Jr. |
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Director |
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May 12, 2003 |
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/s/ JAMES M. JENNESS James M. Jenness |
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Director |
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May 12, 2003 |
/s/ JOSEPH PARHAM Joseph G. Parham, Jr. |
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Director |
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May 12, 2003 |
/s/ J. DAVID PIERSON J. David Pierson |
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Director |
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May 12, 2003 |
/s/ NICHOLS L. REDING Nicholas L. Reding |
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Director |
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May 12, 2003 |
/s/ JACK D. REHM Jack D. Rehm |
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Director |
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May 12, 2003 |
/s/ LOIS D. RICE Lois D. Rice |
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Director |
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May 12, 2003 |
/s/ DOLPH W. VON ARX Dolph W. von Arx |
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Director |
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May 12, 2003 |
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17
CERTIFICATION
I, Gary E. Costley, certify that:
1. I have reviewed this annual report on Form 10-K of International Multifoods Corporation;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
(c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
(a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: May 12, 2003 |
/s/ GARY E. COSTLEY Gary E. Costley Chairman of the Board & Chief Executive Officer (Principal Executive Officer) |
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CERTIFICATION
I, John E. Byom, certify that:
1. I have reviewed this annual report on Form 10-K of International Multifoods Corporation;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report.
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
(c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
(a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: May 12, 2003 |
/s/ JOHN E. BYOM John E. Byom Senior Vice President, Finance & Chief Financial Officer (Principal Financial Officer) |
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Independent Auditors' Report
The
Board of Directors and Shareholders of
International Multifoods Corporation:
Under date of April 1, 2003, we reported on the consolidated balance sheets of International Multifoods Corporation and subsidiaries as of March 1, 2003 and March 2, 2002, and the related consolidated statements of operations, cash flows and shareholders' equity for each of the years in the three-year period ended March 1, 2003, as contained in the 2003 Annual Report to Stockholders. These consolidated financial statements and our report thereon are incorporated by reference in the Annual Report on Form 10-K for the fiscal year ended March 1, 2003. In connection with our audits of the aforementioned consolidated financial statements, we also have audited the related consolidated financial statement schedule listed in Item 15. The consolidated financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on the consolidated financial statement schedule based on our audits.
In our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
/s/ KMPG LLP | ||
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KPMG LLP |
Minneapolis, Minnesota April 1, 2003 |
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Schedule II
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Valuation and Qualifying Accounts
Three years ended March 1, 2003
(in thousands)
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Additions
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Description
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Balance at
beginning of year |
Net charges
to costs and expenses |
Deductions
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Balance
at end of year |
||||||||
Allowance deducted from assets for doubtful receivables: | ||||||||||||
Year ended March 1, 2003 |
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$ |
675 |
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$ |
1,058 |
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$ |
461 |
(a) |
$ |
1,272 |
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Year ended March 2, 2002 |
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$ |
1,255 |
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$ |
863 |
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$ |
1,443 |
(a) |
$ |
675 |
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Year ended March 3, 2001 |
|
$ |
502 |
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$ |
922 |
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$ |
169 |
(a) |
$ |
1,255 |
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Note: (a) | Includes accounts charged off, net of recoveries, and foreign currency translation adjustments, which arise from changes in current rates of exchange. |
Exhibit 10.6
INTERNATIONAL MULTIFOODS CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, dated as of July 1, 1998, is entered into between International Multifoods Corporation, a Delaware corporation (the "Company"), and Daryl Schaller (the "Consultant").
The Company, in consideration of consulting services to be provided by the Consultant to the Company for the period beginning April 27, 1998 and ending on April 27, 1999 (the "Consulting Period") under the Consulting Agreement, dated April 27, 1998, between the Company and the Consultant (the "Consulting Agreement"), wishes to grant a stock option for the purchase of Common Stock of the Company, par value $.10 per share, out of shares held in the Company's treasury (the "Common Stock"), to the Consultant, on the terms and conditions contained in this Agreement.
Accordingly, in consideration of the premises and the agreements set forth herein, the parties hereto hereby agree as follows:
1. Grant of Option
The Company, effective as of the date of this Agreement, pursuant to Section 157 of the Delaware General Corporation Law, and resolutions adopted by the Board of Directors of the Company (the "Board") on June 19, 1998, hereby grants to the Consultant as compensation for consulting services to be rendered, the right and option (the "Option") to purchase all or any part of an aggregate of 5302 shares of Common Stock (the "Shares") at the price of $27.75 per share, on the terms and conditions set forth in this Agreement.
2. Vesting and Term of Option
(a) The Option may not be exercised, in whole or in part, prior to July 1, 1999. The Option may be exercised, in whole or in part, at any time, or from time to time, on or after July 1, 1999 and on or before the close of business on June 30, 2008, or such shorter period as is prescribed herein.
(b) Notwithstanding the vesting provision contained in Section 2(a) above, but subject to the other terms and conditions set forth herein, the Option may be exercised, in whole or in part, at any time, or from time to time, following the occurrence of a "Change of Control", as hereinafter defined.
(c) For the purpose of this Agreement, a "Change of Control" shall mean:
(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of either (A) the then outstanding shares of Common Stock (the "Outstanding Company Common Stock") or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) of this Section 2(c); or
(ii) Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were
a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a "Business Combination"), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 35% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or
(iv) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.
3. Termination of Option
The Option shall terminate and may no longer be exercised by the Consultant if the Company terminates the Consulting Agreement by reason of: (i) the breach by the Consultant of his obligations and commitments to the Company under the Consulting Agreement; and/or (ii) the gross and willful misconduct by the Consultant during the Consulting Period, including, but not limited to, wrongful appropriation of funds or the commission of a gross misdemeanor or felony.
4. Death of Consultant
If the Consultant shall die during the term of the Option, the Option may be exercised at any time within 12 months after the date of the Consultant's death, to the extent that the Option was exercisable by the Consultant on the date of death, by the personal representatives or administrators of the Consultant or by any person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option.
5. Method of Exercising Option
Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice of exercise delivered to the Company, to the attention of the Secretary, 5 business days prior to the intended date of exercise. Such notice shall state the election to exercise the Option, the number of
2
Shares as to which the Option is being exercised and the manner of payment and shall be signed by the Consultant. The notice shall be accompanied by payment in full of the exercise price for all Shares designated in the notice. Payment of the exercise price shall be made to the Company by delivery of a check payable to the Company or cash, in United States currency.
6. Adjustments
In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, distribution of assets, or any other changes in the corporate structure or stock of the Company, the Board shall make such adjustments as are appropriate in the number and kind of shares covered by the Option and in the exercise price of the Option.
7. Income Tax Withholding
In order to provide the Company with the opportunity to claim the benefit of any income tax deduction which may be available to it upon the exercise of the Option, and in order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state income or other taxes, which are the sole and absolute responsibility of the Consultant, are reported to the federal and state taxing authorities and withheld or collected from the Consultant. The Consultant may, at the Consultant's election, satisfy applicable tax withholding obligations by (a) delivering a check payable to the Company or cash, in United States currency, equal to the amount of such taxes, or (b) delivering to the Company a Form W-9 (Department of the Treasury, Internal Revenue Service) duly executed by the Consultant, or successor form setting forth the Consultant's identification number and a certification by the Consultant to the effect that the Consultant is not subject to backup withholding.
8. Registration
At any time prior to July 1, 1999, the Company will file a Form S-8 registration statement under the Securities Act of 1933 with respect to the Option and the Shares, or such other form of registration statement with respect to the Option and the Shares as is deemed appropriate by the Company.
9. General
(a) Neither the Consultant nor the Consultant's successors or assigns shall have any of the rights and privileges of a stockholder of the Company with respect to the Shares of Common Stock subject to the Option unless and until certificates for such Shares shall have been issued upon exercise of the Option.
(b) The Option shall not be transferable by the Consultant other than by will or by the laws of descent and distribution. During the Consultant's lifetime the Option shall be exercisable only by the Consultant.
(c) The Company shall not be required, upon the exercise of the Option or any part thereof, to issue or deliver any Shares until the requirements of any federal or state securities laws, rules or regulations or other laws or rules (including the rules of the New York Stock Exchange) as may be determined by the Company to be applicable are satisfied.
(d) The Company shall at all times during the term of the Option reserve and keep available such number of treasury shares of Common Stock as will be sufficient to satisfy the requirements of this Agreement.
(e) This Agreement shall be governed by and construed under the internal laws of the State of Delaware, without giving effect to the conflicts of law principles thereof.
3
10. Notices
All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand, or sent by telecopy, or sent, postage prepaid, by United States registered, certified or express mail, or reputable overnight courier service, and shall be deemed given, if delivered by hand or sent by telecopy, when so delivered or so sent, or, if sent by mail or by overnight courier service, when received by the addressee, as follows:
(a) If to the Company,
International Multifoods Corporation
200 East Lake Street Wayzata, Minnesota 55391 |
||
Attention: Vice President, General Counsel and Secretary Facsimile Number (612) 594-3367 |
|
|
(b) If to the Consultant,
Daryl Schaller
1709 York Island Drive Naples, Florida 34112 |
||
Facsimile Number (941) 417-2704 |
|
|
Either party hereto may change the address or facsimile number to which notices and other communications are to be delivered or sent by giving the other party prior written notice in the manner set forth herein.
IN WITNESS WHEREOF, the Company and the Consultant have executed this Agreement as of the day and year first above written.
Attest: | International Multifoods Corporation | |||
/s/ FRANK W. BONVINO Secretary |
|
By: |
|
/s/ GARY E. COSTLEY Gary E. Costley |
Its: |
Chairman of the Board, President and
Chief Executive Officer |
|||
|
|
/s/ DARYL SCHALLER Daryl Schaller |
4
Exhibit 10.20
March 12, 2001
Mr. James
H. White
5219 Larada Lane
Edina, MN 55436
Dear Jim:
I am very pleased to confirm the International Multifoods Corporation (Multifoods) offer to you as President, U.S. Consumer Foods, following the close of the acquisition of the Pillsbury Mix Business. This offer is contingent upon your continued employment with Pillsbury through the effective date of the Multifoods acquisition of the Pillsbury Mix Business.
The terms of the offer of employment are as follows:
Base Salary: | $250,000 | ||||
|
Target Incentive: |
|
60%. First year guaranteed minimum incentive = $100,000. |
||
|
Company Car: |
|
Purchase, at fair market value, your assigned Pillsbury company and transfer its title to you |
||
|
Vacation: |
|
Grandfathered under current Pillsbury policy |
||
I am recommending the following to the Compensation Committee of Multifoods Board of Directors: |
|||||
|
Stock Grants: |
|
1. |
|
Non-qualified stock option grant of 30,000 shares (share price based on market value on employment date) one year vesting |
|
|
|
2. |
|
5,000 restricted shares with restrictions lapsing in three annual installments |
|
|
|
3. |
|
6,250 restricted shares with restrictions lapsing in five annual installments |
|
Severance: |
|
Change of control agreement providing 2.5 times base salary plus 2.5 times the average of last three incentive awards |
||
|
Executive Retirement Plans |
|
Participation in the Management Benefit Plan and the Deferred Compensation Plan effective on employment date |
I'm looking forward to working with you and to your membership on the Multifoods senior team. These are exciting times for Multifoods and you will play a key role in our on-going success.
Please acknowledge your acceptance of our offer and return an initialed, dated original to me at your earliest convenience.
Sincerely,
/s/
GARY E. COSTLEY
Gary E. Costley Chairman, President and CEO |
I have read and understand the above offer of employment and by my initials below so indicate my response.
Initials: |
/s/
JHW
|
|||
Date: |
3/7/01
|
Exhibit 10.21
STOCK PURCHASE PLAN
OF
ROBIN HOOD MULTIFOODS INC.
provided, however, that the Board in cases where its action is required, shall treat each such corporation or Division as a unit and all individuals in the employ of such corporation or Division shall be treated uniformly. For purposes of determining continuity of employment, all of the corporations and Divisions designated in Sections 1.05(a) and 1.05(b) shall be treated as a unit. Employment shall be deemed to be continuous (and uninterrupted) even though it shall have been interrupted by excused absence granted in writing at any time by the Employer for military service, sickness, or such other reason or reasons as the Committee may, in its sole discretion, determine, provided that no such excused absence, except for military or other governmental service, or for service with a corporation or Division of the type described in Section 1.05(b)(ii) or (iii) but which is not an Employer, shall have been continuous for more than one year, and provided, further, that no such period of excused absence shall be counted in determining the number of years an Employee has been a Member unless the
1
Employee returns for at least five months to the employ of the Employer following the authorized absence.
2
3
ARTICLE IV
Investment of Funds
Divide (a) | The Current Market Value of such Trust Fund as of such Valuation Date, excluding any amounts contributed with respect to the month ending on such Valuation Date; | |
by (b) |
|
The total number of Units of such Trust Fund then outstanding in all Member Accounts, excluding any Units attributable to contributions made with respect to the month ending on such Valuation Date. |
4
Solely for the purpose of determining the entitlement of a Member to a vested interest in Employer Units under subparagraph (a) of this Section 6.02, the period during which any Member of this Plan is or has been a Member of the Salaried Employees' Voluntary Investment and Savings Plan of International Multifoods Corporation shall be recognized in determining the period of membership of any Member of this Plan.
5
6
9
carry out the provisions of the Plan and, without limiting the generality of the foregoing, the Committee shall have the following powers:
10
ARTICLE X
Limitation of Rights and Obligations
ARTICLE XI
Restrictions on Transfer of Benefits
11
benefit, or should such benefit become subject to judgment, execution, garnishment, sequestration, or other seizure under any legal, equitable or other process, it shall pass and be transferred to such one or more persons as may be appointed by the Committee from among the spouse and blood relatives (including, however, adopted children) of such Member or Beneficiary as the case may be; provided, however, that the Committee, in its sole discretion, may at any time reappoint such Member or Beneficiary to receive any payments thereafter becoming due either in whole or in part.
12
13
Exhibit 10.29
AMENDMENT TO
RETAIL TRADEMARK LICENSE AGREEMENT
This is an AMENDMENT TO RETAIL TRADEMARK LICENSE AGREEMENT (this "AMENDMENT") by and between The Pillsbury Company, a Delaware Corporation, having a principal place of business at Number One General Mills Boulevard , Minneapolis, Minnesota 55426 ("TPC") and International Multifoods Corporation, a Delaware corporation having a principal place of business at 110 Cheshire Lane, Suite 300, Minnetonka, Minnesota 55305 ("LICENSEE").
WHEREAS, TPC and LICENSEE have executed a Retail Trademark Licensee Agreement dated November 13, 2001 (the "Agreement");
WHEREAS, TPC and LICENSEE desire to amend the Agreement to clarify LICENSEE's rights to use the PROPERTY on items not included within the Acquired Product Categories;
NOW, THEREFORE, in consideration of the premises and mutual promises set forth herein and those set forth in the Agreement, LICENSEE and TPC agree as follows:
1. Use of PROPERTY within Non-exclusive Product Categories
In addition to any other rights under the Agreement, during the Term, LICENSEE shall have the non-exclusive right to use the PROPERTY on items within the "Non-Exclusive Product Categories" set forth below to be charged for or given away for the purpose of the Promotion of the PRODUCTS; for the purposes of this AMENDMENT, "Promotion" shall mean IMC's events, activities, and advertisements that are directly related to the sale of PRODUCTS and are intended to increase the sales of the PRODUCTS included in such events, activities or advertisements.
2. Non-Exclusive Product Categories
Aprons
Baking Toys (e.g. oven and mixer)
Balloons
Baseball-style Caps
Birthday Items (e.g., candles, edible food decorations, picks, plates and napkins)
Chef Hats
Coffee Mugs
Cookie Jars
Doughboy DollsBeanbag
Doughboy DollsPlush
Doughboy DollsVinyl
Duffel Bags and Back Packs
Golf Ball Markers
Golf Balls
Golf Divot Repair Tools
Golf Tees
Gumball Machines
Key Chains
Polo-style Shirts
School Bus/Truck Toy
Sweatshirts
T-Shirts
Watches
Writing Instruments
3. Use of PROPERTY on Items not Included in the Acquired Products Categories and the Non-Exclusive Product Categories
During the Term and subject to the limitations set forth in this AMENDMENT, LICENSEE shall have the non-exclusive right to use the PROPERTY on up to ten non-food items, of LICENSEE'S choice, which are not within the Acquired Product Categories or the Non-Exclusive Products Categories, and which LICENSEE may charge for or give away for the purpose of the Promotion of the PRODUCTS. LICENSEE may change, alternate, or otherwise substitute items at its own discretion, but in no event shall the total number of items offered under this Section 3 exceed ten at any one point in time.
4. Cost
LICENSEE may provide items using the PROPERTY pursuant to this AMENDMENT to recipients for free or may charge for such items. If LICENSEE charges for an item using the PROPERTY in accordance with this AMENDMENT, then the maximum charge for such item shall be the manufacturer's cost of the item to LICENSEE or LICENSEE'S agent as set forth in the manufacturer's invoice to LICENSEE or LICENSEE'S agent for the item, less all applicable discounts, rebates and allowances, plus only the cost of shipping and handling to transport the item from LICENSEE or LICENSEE'S agent to the recipient.
5. No Reproductions
Except to the extent that an item consists of or incorporates a reproduction of any element of the PROPERTY (such as the Doughboy character or the Barrelhead logo), no item produced pursuant to Section 1 through Section 3 above shall be a reproduction of or a derivative work based on a product produced by TPC or its licensees. This means, for example, that (a) IMC will not produce reproductions of Doughboy collectable items (e.g., items of the type produced by Danbury Mint), and (b) to the extent that GMI (or its licensee) produces a non-food product in which artistically, technologically or mechanically distinctive features are added to or around the basic shape and features of the Doughboy character or the Barrelhead logo, or the Doughboy character or Barrelhead logo is otherwise presented in a distinctive rendering, IMC will not produce a non-food product utilizing any of such distinctive features or renderings.
6. Defined Terms
All capitalized terms used herein and not otherwise defined herein shall have the respective meaning assigned in the Agreement.
7. No Other Modifications
Except as modified by the foregoing, the terms and conditions of the Agreement shall remain in full force and effect, and all of IMC's use of the PROPERTY pursuant to this AMENDMENT shall be governed by such terms and conditions.
IN WITNESS WHEREOF, the parties hereto have caused this AMENDMENT to be duly executed in the manner appropriate to each.
THE PILLSBURY COMPANY | INTERNATIONAL MULTIFOODS CORPORATION | |||
|
|
|
|
|
By: |
/s/ D.I. Malina
|
By: |
/s/ Dan C. Swander
|
|
Title: |
V.P. CD
|
Title: |
President and Chief Operating Officer
|
|
Date: |
12/18/02
|
Date: |
12/23/2002
|
2
Exhibit 11
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Computation of Earnings (Loss) Per Common Share
(dollars in thousands, except per share amounts)
|
Fiscal Year Ended
|
|||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
March 1,
2003 |
March 2,
2002 |
March 3,
2001 |
February 29,
2000 |
February 28,
1999 |
|||||||||||||
Average shares of common stock outstanding | 19,106,663 | 18,850,940 | 18,739,064 | 18,751,826 | 18,758,621 | |||||||||||||
Dilutive potential common shares | 308,284 | 244,648 | 134,846 | 34,246 | | |||||||||||||
|
|
|
|
|
||||||||||||||
Total adjusted average shares | 19,414,947 | 19,095,588 | 18,873,910 | 18,786,072 | 18,758,621 | |||||||||||||
|
|
|
|
|
||||||||||||||
Earnings (loss) from continuing operations | $ | 27,699 | $ | 5,019 | $ | 16,847 | $ | 16,071 | $ | (526 | ) | |||||||
Earnings (loss) from discontinued operations | (73,728 | ) | 4,172 | 4,328 | (10,936 | ) | (131,344 | ) | ||||||||||
|
|
|
|
|
||||||||||||||
Net earnings (loss) applicable to common stock | $ | (46,029 | ) | $ | 9,191 | $ | 21,175 | $ | 5,135 | $ | (131,870 | ) | ||||||
|
|
|
|
|
||||||||||||||
Basic earnings (loss) per share: | ||||||||||||||||||
Continuing operations | $ | 1.45 | $ | 0.27 | $ | 0.90 | $ | 0.86 | $ | (0.03 | ) | |||||||
Discontinued operations | (3.86 | ) | 0.22 | 0.23 | (0.59 | ) | (7.00 | ) | ||||||||||
|
|
|
|
|
||||||||||||||
Total | $ | (2.41 | ) | $ | 0.49 | $ | 1.13 | $ | 0.27 | $ | (7.03 | ) | ||||||
|
|
|
|
|
||||||||||||||
Diluted earnings (loss) per share: | ||||||||||||||||||
Continuing operations | $ | 1.43 | $ | 0.26 | $ | 0.89 | $ | 0.86 | $ | (0.03 | ) | |||||||
Discontinued operations | (3.80 | ) | 0.22 | 0.23 | (0.59 | ) | (7.00 | ) | ||||||||||
|
|
|
|
|
||||||||||||||
Total | $ | (2.37 | ) | $ | 0.48 | $ | 1.12 | $ | 0.27 | $ | (7.03 | ) | ||||||
|
|
|
|
|
Basic earnings (loss) per share are computed by dividing net earnings (loss) by the weighted average number of shares of common stock outstanding during the year.
Diluted earnings per share are computed similar to basic earnings per share except that the weighted average shares outstanding are increased to include additional shares from the assumed exercise of stock options, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options were exercised and that the proceeds from such exercises were used to acquire shares of common stock at the average market price during the year.
Exhibit 12
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Computation of Ratio of Earnings to Fixed Charges
(dollars in thousands)
|
Fiscal Year Ended
|
|||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
March 1,
2003 |
March 2,
2002 |
March 3,
2001 |
February 29,
2000 |
February 28,
1999 |
|||||||||||
Earnings from continuing operations before income taxes | $ | 43,977 | $ | 7,513 | $ | 32,042 | $ | 25,750 | $ | 931 | ||||||
Plus: Fixed charges(1) | 36,419 | 33,021 | 27,174 | 25,444 | 25,719 | |||||||||||
Less: Capitalized interest | (625 | ) | (385 | ) | (542 | ) | (814 | ) | (196 | ) | ||||||
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|
|
|
|
||||||||||||
Earnings available to cover fixed charges | $ | 79,771 | $ | 40,149 | $ | 58,674 | $ | 50,380 | $ | 26,454 | ||||||
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|
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|
||||||||||||
Ratio of earnings to fixed charges | 2.19 | 1.22 | 2.16 | 1.98 | 1.03 | |||||||||||
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|
|
|
Fiscal Year Ended
|
|||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
March 1,
2003 |
March 2,
2002 |
March 3,
2001 |
February 29,
2000 |
February 28,
1999 |
|||||||||||
Interest expense, gross | $ | 30,713 | $ | 22,980 | $ | 18,269 | $ | 16,397 | $ | 16,519 | ||||||
Rentals (interest factor) | 5,706 | 10,041 | 8,905 | 9,047 | 9,200 | |||||||||||
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|
||||||||||||
Total fixed charges | $ | 36,419 | $ | 33,021 | $ | 27,174 | $ | 25,444 | $ | 25,719 | ||||||
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EXHIBIT 13
Five-Year Comparative Summary
|
Fiscal Year Ended
|
|||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
March 1,
2003 |
March 2,
2002 |
March 3,
2001 |
Feb. 29,
2000 |
Feb. 28,
1999 |
|||||||||||||
|
(dollars and shares in millions, except per share data)
|
|||||||||||||||||
Consolidated Summary of Operations | ||||||||||||||||||
Net sales | $ | 939.3 | $ | 597.9 | $ | 472.4 | $ | 476.1 | $ | 443.0 | ||||||||
Cost of goods sold | (755.3 | ) | (497.0 | ) | (389.3 | ) | (393.4 | ) | (365.6 | ) | ||||||||
Selling, general and administrative | (110.8 | ) | (71.6 | ) | (49.3 | ) | (52.6 | ) | (55.1 | ) | ||||||||
Unusual items | | 0.3 | 3.8 | | (17.5 | ) | ||||||||||||
Interest, net | (24.5 | ) | (11.6 | ) | (4.2 | ) | (3.3 | ) | (3.7 | ) | ||||||||
Loss on cancellation of debt offering | | (10.3 | ) | | | | ||||||||||||
Other income (expense), net | (4.7 | ) | (0.2 | ) | (1.3 | ) | (1.1 | ) | (0.2 | ) | ||||||||
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||||||||||||||
Earnings from continuing operations before income taxes | 44.0 | 7.5 | 32.1 | 25.7 | 0.9 | |||||||||||||
Income taxes | (16.3 | ) | (2.5 | ) | (15.2 | ) | (9.7 | ) | (1.4 | ) | ||||||||
|
|
|
|
|
||||||||||||||
Earnings (loss) from continuing operations | 27.7 | 5.0 | 16.9 | 16.0 | (0.5 | ) | ||||||||||||
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|
||||||||||||||
Discontinued operations: | ||||||||||||||||||
Operating earnings (loss), after tax | (6.5 | ) | 4.2 | 4.3 | (10.9 | ) | (6.8 | ) | ||||||||||
Cumulative effect of change in accounting principle, net of tax | (41.3 | ) | | | | | ||||||||||||
Net loss on disposition, after tax | (25.9 | ) | | | | (124.6 | ) | |||||||||||
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||||||||||||||
Earnings (loss) from discontinued operations | (73.7 | ) | 4.2 | 4.3 | (10.9 | ) | (131.4 | ) | ||||||||||
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||||||||||||||
Net earnings (loss) | $ | (46.0 | ) | $ | 9.2 | $ | 21.2 | $ | 5.1 | $ | (131.9 | ) | ||||||
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||||||||||||||
Basic earnings (loss) per share: | ||||||||||||||||||
Continuing operations | $ | 1.45 | $ | 0.27 | $ | 0.90 | $ | 0.86 | $ | (0.03 | ) | |||||||
Discontinued operations | (3.86 | ) | 0.22 | 0.23 | (0.59 | ) | (7.00 | ) | ||||||||||
|
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|
|
|
||||||||||||||
Total | $ | (2.41 | ) | $ | 0.49 | $ | 1.13 | $ | 0.27 | $ | (7.03 | ) | ||||||
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|
||||||||||||||
Diluted earnings (loss) per share: | ||||||||||||||||||
Continuing operations | $ | 1.43 | $ | 0.26 | $ | 0.89 | $ | 0.86 | $ | (0.03 | ) | |||||||
Discontinued operations | (3.80 | ) | 0.22 | 0.23 | (0.59 | ) | (7.00 | ) | ||||||||||
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||||||||||||||
Total | $ | (2.37 | ) | $ | 0.48 | $ | 1.12 | $ | 0.27 | $ | (7.03 | ) | ||||||
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||||||||||||||
Year-End Financial Position | ||||||||||||||||||
Current assets(3) | $ | 216.0 | $ | 469.2 | $ | 378.3 | $ | 354.0 | $ | 340.1 | ||||||||
Current liabilities(3) | 147.0 | 270.1 | 298.9 | 277.5 | 264.2 | |||||||||||||
Working capital (excluding cash and short-term debt)(3) | 84.2 | 197.2 | 109.7 | 126.8 | 179.3 | |||||||||||||
Property, plant and equipment, net(2) | 235.1 | 148.0 | 117.3 | 116.9 | 106.4 | |||||||||||||
Long-term debt | 328.0 | 514.5 | 145.4 | 147.2 | 121.2 | |||||||||||||
Shareholders' equity | 236.0 | 272.1 | 256.0 | 255.1 | 260.3 | |||||||||||||
Total assets(3) | 766.3 | 1,124.7 | 764.6 | 736.2 | 696.9 | |||||||||||||
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||||||||||||||
Dividends Paid | ||||||||||||||||||
Common stock | $ | | $ | | $ | 15.0 | $ | 15.0 | $ | 15.0 | ||||||||
Per share of common stock | | | 0.80 | 0.80 | 0.80 | |||||||||||||
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||||||||||||||
Other Financial Data | ||||||||||||||||||
Current ratio | 1.5:1 | 1.7:1 | 1.3:1 | 1.3:1 | 1.3:1 | |||||||||||||
Equity per share of common stock | $ | 12.30 | $ | 14.32 | $ | 13.66 | $ | 13.62 | $ | 13.86 | ||||||||
Debt-to-total capitalization | 59 | % | 66 | % | 42 | % | 45 | % | 38 | % | ||||||||
Depreciation(2) | $ | 13.6 | $ | 12.3 | $ | 10.9 | $ | 10.3 | $ | 9.8 | ||||||||
Capital expenditures, excluding acquisitions(2) | $ | 33.0 | $ | 23.8 | $ | 22.8 | $ | 18.4 | $ | 15.1 | ||||||||
Average common shares outstanding: | ||||||||||||||||||
Basic | 19.1 | 18.9 | 18.7 | 18.8 | 18.8 | |||||||||||||
Diluted | 19.4 | 19.1 | 18.9 | 18.8 | 18.8 | |||||||||||||
Number of common shareholders | 3,970 | 4,022 | 4,287 | 4,445 | 4,658 | |||||||||||||
Number of employees(2) | 2,377 | 2,101 | 2,084 | 1,880 | 1,983 | |||||||||||||
Market price per share of common stock: | ||||||||||||||||||
Close | $ | 19.70 | $ | 21.86 | $ | 19.21 | $ | 10.94 | $ | 21.69 | ||||||||
High | $ | 28.92 | $ | 24.67 | $ | 23.31 | $ | 24.19 | $ | 31.44 | ||||||||
Low | $ | 17.37 | $ | 16.30 | $ | 9.81 | $ | 10.75 | $ | 15.38 |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
OVERVIEW
International Multifoods Corporation is a North American producer of branded consumer foods and foodservice products, including baking mixes, frozen bakery products, flour, ready-to-spread frostings, condiments, and potato and pancake mix offerings. We manage the company through three operating segmentsU.S. Consumer Products, Foodservice Products and Canadian Foods.
In September 2002, we sold our foodservice distribution business for $166 million in cash to Wellspring Distribution Corp. The foodservice distribution business is classified as discontinued operations in the consolidated financial statements and in the following management discussion and analysis.
In November 2001, we completed the acquisition of the Pillsbury desserts and specialty products business, the Pillsbury non-custom foodservice baking mix and frosting business, and certain regional flour and side-dish brands of General Mills. The acquisition makes International Multifoods a leading marketer of U.S. consumer baking products and enhances our existing U.S. foodservice manufacturing business.
During fiscal 2003, we completed our transformation into a branded food company, which we believe will provide higher returns to our shareholders in the years ahead. We completed the integration of the businesses that we acquired in November 2001, and we began producing consumer baking mixes at a manufacturing facility in Toledo, Ohio, that we purchased as part of the acquisition. The transformation also included the sale of the foodservice distribution business, which allows us to focus our resources and energies on branded food products and prepare for future growth. The sale also allowed us to strengthen our balance sheet, as we were able to use the proceeds from the sale to substantially reduce our debt obligations.
RESULTS OF OPERATIONS
Fiscal 2003 compared with Fiscal 2002
Continuing operations
Overview
Consolidated net sales for fiscal 2003 increased $341.4 million, or 57%. This increase was primarily driven by the full year contribution from the acquired Pillsbury and General Mills businesses. Excluding sales from the acquired businesses, net sales increased 4% in fiscal 2003.
Earnings from continuing operations in both fiscal 2003 and 2002 were affected by one-time costs and unusual items. Fiscal 2003 earnings included a $4.7 million pre-tax loss associated with the early repayment of debt obligations. In fiscal 2002, one-time costs included a $10.3 million write-off of fees related to the planned issuance of $200 million of high-yield unsecured notes. We canceled the debt offering as more favorable financing became available when, as part of the acquisition, Diageo plc agreed to guarantee $200 million of our debt obligations. Information on unusual items recognized in fiscal 2002 is included in our discussion of Segment Results.
2
The following table presents the after-tax impact of one-time and unusual items on earnings from continuing operations and diluted earnings per share for fiscal 2003 and 2002.
|
Earnings from
Continuing Operations |
Diluted Earnings
per Share |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2003
|
2002
|
2003
|
2002
|
||||||||||
|
(in millions, except per share data)
|
|||||||||||||
Before one-time and unusual items | $ | 30.7 | $ | 11.4 | $ | 1.58 | $ | 0.60 | ||||||
Loss on early repayment of debt | (3.0 | ) | (0.5 | ) | (0.15 | ) | (0.02 | ) | ||||||
Loss on cancellation of debt offering | | (6.4 | ) | | (0.34 | ) | ||||||||
Unusual items | | 0.5 | | 0.02 | ||||||||||
|
|
|
|
|||||||||||
Reported amounts | $ | 27.7 | $ | 5.0 | $ | 1.43 | $ | 0.26 | ||||||
|
|
|
|
The significant increase in earnings from continuing operations was driven by the earnings contribution from the acquired businesses. The earnings increase was partially offset by higher interest expense, which reflects the additional debt we incurred for the acquisition.
Earnings from continuing operations in both fiscal 2003 and 2002 included income from our defined benefit pension plans. Strong investment performance in the 1990s significantly increased our pension assets, which resulted in recognition of pension income. However, the value of our pension assets declined $18.5 million in fiscal 2002, primarily due to a decline in the equity markets in 2001 and the payment of benefits. In fiscal 2003, pension assets declined an additional $53.7 million as a result of continued poor performance in the equity markets, benefit payments to retirees and payments to employees of our foodservice distribution business who received lump-sum payments when the business was sold. The decline in the value of pension assets is expected to substantially reduce pension income in fiscal 2004. Currently, we estimate that net pension income will be approximately $0.5 million to $1 million in fiscal 2004. Despite the decline in pension assets, our qualified defined benefit pension plans were fully funded at the end of fiscal 2003. See Note 16 to the consolidated financial statements for additional information on our pension plans.
Segment Results
U.S. Consumer Products
|
2003
|
2002
|
|||||
---|---|---|---|---|---|---|---|
|
($ in millions)
|
||||||
Net sales | $ | 413.0 | $ | 109.7 | |||
Operating earnings | 56.4 | 12.3 | |||||
Operating margin | 13.7 | % | 11.2 | % |
This business segment was formed in fiscal 2002 as a result of our acquisition of certain retail brands of The Pillsbury Company and General Mills. The operating results of the acquired brands are included in our results since Nov. 13, 2001 (the date of acquisition).
Net sales were $413 million, compared with $109.7 million last year. On a comparable pro forma basis, assuming we owned the retail brands for all of fiscal 2002, unit volume increased about 3%. The increase in comparable unit volume is the result of success in non-traditional channels, such as mass merchandisers, dollar stores and limited assortment formats, new product introductions, and new marketing and merchandising programs.
Fiscal 2003 operating earnings of $56.4 million benefited from higher sales volume that was driven by new product introductions and merchandising programs, but were adversely affected by significant
3
competitive activity and higher commodity costs. High commodity costs are also expected to unfavorably impact earnings in the first quarter of fiscal 2004.
Foodservice Products
|
2003
|
2002
|
|||||
---|---|---|---|---|---|---|---|
|
($ in millions)
|
||||||
Net sales | $ | 228.6 | $ | 215.8 | |||
Operating earnings | 6.2 | 4.1 | |||||
Operating margin | 2.7 | % | 1.9 | % | |||
Unusual items included in operating earnings | | (0.9 | ) |
Net sales increased 6% to $228.6 million as a result of the full-year contribution of the acquired Pillsbury foodservice business. Excluding the acquired business, sales declined approximately 4%. The decline was primarily the result of lower baking mix volumes and continued softness in the foodservice industry.
Operating earnings increased 51% to $6.2 million, due to the earnings contribution from the acquired Pillsbury business. The increase in operating earnings was partially offset by the impact of lower baking mix sales volumes, higher commodity costs and a loss we incurred when a supplier filed for bankruptcy. In addition, operating earnings comparisons were impacted by a $0.9 million unusual charge recorded last year that was associated with the reorganization of our sales force and efforts to reduce manufacturing overhead expense. The unusual charge was primarily for severance costs associated with the departure of 23 employees.
Canadian Foods
|
2003
|
2002
|
|||||
---|---|---|---|---|---|---|---|
|
($ in millions)
|
||||||
Net sales | $ | 297.7 | $ | 272.4 | |||
Operating earnings | 22.1 | 24.4 | |||||
Operating margin | 7.4 | % | 9.0 | % | |||
Unusual items included in operating earnings | | 1.5 |
Net sales increased 9% to $297.7 million, primarily due to higher selling prices that resulted from higher commodity costs. Unit sales volumes increased approximately 1%, as a result of growth in commercial flour, consumer condiments and export products, partially offset by unit volume declines in commercial baking mixes and consumer flour. A new product offering introduced last year drove the increase in consumer condiments unit volume. The decline in commercial baking mix sales was primarily the result of a large customer transitioning to a frozen product format. Consumer flour volumes were affected by competitive activities.
Operating earnings comparisons were impacted by a $1.5 million unusual gain recorded in fiscal 2002 that resulted from the sale of our condiments-processing facility in Scarborough, Ontario. The sale was part of a plan to consolidate our condiments-processing operations in Dunnville, Ontario. Excluding the unusual net gain, operating earnings declined by $0.8 million as a result of lower consumer flour volumes and higher plant costs. In addition, operating earnings in both fiscal years were affected by costs and inefficiencies that resulted from our condiments facility consolidation project.
Non-Operating Expense and Income
In fiscal 2003, net interest expense was $24.6 million, compared with $11.6 million in the prior year. The increase was primarily due to the debt we incurred in November 2001 to finance the
4
acquisition of the Pillsbury and General Mills businesses. The increase was partially offset by lower average borrowing rates on our variable rate debt obligations.
In fiscal 2002, we wrote off $10.3 million of underwriting and other direct costs associated with the planned issuance of $200 million in high-yield unsecured notes. We canceled the debt offering as more favorable financing became available when, as part of the acquisition, Diageo plc agreed to guarantee $200 million of our debt obligations.
In fiscal 2003, we recorded a $4.7 million charge associated with the early repayment of term loans, which is classified as other income (expense), net in the consolidated statement of operations.
Other income (expense), net in fiscal 2002 included a $0.9 million gain from the sale of Prudential Financial, Inc. (Prudential) common stock. We received the common stock as part of Prudential's conversion from a mutual company to a stock company. In addition, we also recorded a charge of $0.7 million for direct costs incurred for the early redemption of outstanding medium-term notes and the write-off of unamortized bank fees that resulted from the refinancing of our debt facilities.
Income Taxes
For fiscal 2003, our overall effective tax rate was 37%, compared with 33.2% last year. Last year's effective tax rate was affected by a low income tax rate on the gain from the sale of our condiments facility in Canada.
Fiscal 2002 compared with Fiscal 2001
Overview
Earnings from continuing operations in fiscal 2002 were affected by one-time costs related to the acquisition and unusual items. One-time costs in fiscal 2002 included a write-off of $10.3 million for fees related to the planned issuance of $200 million of high-yield unsecured notes. Information on unusual items recognized in fiscal 2002 is included in our discussion of Segment Results. In fiscal 2001, we recorded tax expense associated with a dividend from our Canadian subsidiary and recognized an unusual gain from the sale of our corporate headquarters building in Minnesota. The following table presents the after-tax impact of one-time and unusual items on earnings from continuing operations and diluted earnings per share for fiscal 2002 and 2001.
|
Earnings from
Continuing Operations |
Diluted Earnings
per Share |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2002
|
2001
|
2002
|
2001
|
||||||||||
|
(in millions, except per share data)
|
|||||||||||||
Before one-time and unusual items | $ | 11.4 | $ | 17.6 | $ | 0.60 | $ | 0.93 | ||||||
Loss on early repayment of debt | (0.5 | ) | | (0.02 | ) | | ||||||||
Loss on cancellation of debt offering | (6.4 | ) | | (0.34 | ) | | ||||||||
Tax on Canadian dividend | | (3.1 | ) | | (0.17 | ) | ||||||||
Unusual items | 0.5 | 2.4 | 0.02 | 0.13 | ||||||||||
|
|
|
|
|||||||||||
Reported amounts | $ | 5.0 | $ | 16.9 | $ | 0.26 | $ | 0.89 | ||||||
|
|
|
|
The decline in earnings before one-time and unusual items was primarily the result of lower operating earnings in our Foodservice Products and Canadian Foods businesses. We also had higher interest expense, which resulted from higher debt balances related to the acquisition. Our Foodservice Products business was affected by higher fixed manufacturing and ingredient costs, while Canadian Foods was impacted by costs incurred to consolidate our condiments-processing facilities. The earnings decline was partially offset by the earnings contribution from the acquired businesses.
5
Segment Results
U.S. Consumer Products
|
2002
|
2001
|
||||
---|---|---|---|---|---|---|
|
($ in millions)
|
|||||
Net sales | $ | 109.7 | $ | | ||
Operating earnings | 12.3 | | ||||
Operating margin | 11.2 | % | N/A |
This business segment was formed in fiscal 2002 as a result of our acquisition of certain retail brands of The Pillsbury Company and General Mills. The operating results of the acquired brands are included in our results since Nov. 13, 2001 (the date of acquisition).
Foodservice Products
|
2002
|
2001
|
|||||
---|---|---|---|---|---|---|---|
|
($ in millions)
|
||||||
Net sales | $ | 215.8 | $ | 196.4 | |||
Operating earnings | 4.1 | 10.7 | |||||
Operating margin | 1.9 | % | 5.4 | % | |||
Unusual items included in operating earnings | (0.9 | ) | |
Net sales increased 10% to $215.8 million. Excluding the acquired Pillsbury foodservice business, sales increased approximately 6%, primarily as a result of the addition of a large new customer account that we began to serve in the fourth quarter of fiscal 2001.
Operating earnings declined 62% to $4.1 million. This decline was driven by higher ingredient costs and increased fixed manufacturing expense, which resulted from the addition of new production lines for our ready-to-bake and thaw-and-serve products. Competitive pricing pressures and soft volumes in regional accounts also adversely affected our results. Partially offsetting these factors was the earnings contribution from the acquired Pillsbury business.
As a result of the acquisition, we reorganized our Foodservice Products sales force. We also took steps to reduce our foodservice manufacturing overhead costs. As a result of these actions, we recorded a $0.9 million unusual charge in fiscal 2002 for severance costs associated with the departure of 23 employees.
Canadian Foods
|
2002
|
2001
|
|||||
---|---|---|---|---|---|---|---|
|
($ in millions)
|
||||||
Net sales | $ | 272.4 | $ | 276.0 | |||
Operating earnings | 24.4 | 28.0 | |||||
Operating margin | 9.0 | % | 10.1 | % | |||
Unusual items included in operating earnings | 1.5 | (1.8 | ) |
Net sales declined 1% to $272.4 million. Lower consumer grain-based and foodservice condiments volumes and unfavorable currency translation negatively impacted net sales. This decline was partially offset by higher grain-based product prices resulting from increased commodity costs.
Operating earnings declined 13% to $24.4 million. Operating earnings were adversely affected by costs and inefficiencies resulting from our condiments facility consolidation project, as well as lower sales volumes, higher raw material costs and unfavorable currency translation.
6
In fiscal 2002, we completed the sale of our condiments-processing facility in Scarborough, Ontario, as part of a plan to consolidate our condiments-processing operations in Dunnville, Ontario. We recognized a $1.8 million gain on the sale of the building and a $0.3 million charge for additional employee termination and facility closing costs. In fiscal 2001, we recorded an unusual charge of $1.8 million for severance costs for 174 employees of the Scarborough plant. Certain costs related to the project, including employee and equipment relocation expenses, were not included in the unusual charge. These expenses, which were included in general and administrative expenses and recognized when incurred, totaled $1.6 million in fiscal 2002 and $0.7 million in fiscal 2001.
Corporate
In fiscal 2001, we recognized an unusual gain of $5.8 million from the sale of our corporate headquarters building in Minnesota. We also recognized severance costs of $0.2 million for corporate staff reductions.
Non-Operating Expense and Income
In fiscal 2002, net interest expense was $11.6 million, compared with $4.2 million in the prior year. The increase in net interest expense was due to higher average debt balances related to the acquisition and increased working capital levels. The increase was partially offset by lower average borrowing rates on our variable rate debt obligations.
Income Taxes
For fiscal 2002, our overall effective tax rate was 33.2%, compared with 47.4% in fiscal 2001. Our effective tax rate in fiscal 2001 was affected by income tax expense of $3.1 million associated with a dividend from our Canadian subsidiary.
Discontinued operations
On Sept. 9, 2002, we sold our foodservice distribution business for $166 million in cash to Wellspring Distribution Corp. We recorded a net after-tax loss of $25.9 million on the disposition.
Our discontinued foodservice distribution business had a pre-tax operating loss of $8.8 million ($6.5 million after tax) in fiscal 2003. Operating results included a $5.2 million pre-tax loss from the curtailment and settlement of pension obligations, resulting from the sale of the business. In addition, we recorded a $3.7 million pre-tax charge primarily for severance costs.
As a result of our adoption of Statement of Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets," we recorded a cumulative effect of a change in accounting principle of $41.3 million to write off the goodwill associated with the foodservice distribution business. See additional discussion in Note 8 to the consolidated financial statements.
Subsequent events
On April 1, 2003, we announced that we are taking actions to reduce the cost structure and improve the financial performance of our Canadian Foods and Foodservice Products businesses. This includes reorganizing our Canadian Foods business to reduce selling and administrative expenses and reducing production at our Foodservice Products plant in Sedalia, Missouri. These actions will result in a net reduction of approximately 100 full-time positions. We currently expect to recognize an unusual pre-tax charge of up to $3.5 million in the first quarter of fiscal 2004 and an annual pre-tax benefit of approximately $2 million from these actions, half of which will be recognized in fiscal 2004.
On April 1, 2003, Fleming Companies, Inc. filed for bankruptcy protection under Chapter 11. Substantially all accounts receivable that were due from Fleming at fiscal year end were collected as of
7
the date of the bankruptcy filing. We are in the process of assessing whether we will be able to fully collect amounts due from Fleming for sales that we made subsequent to our fiscal year end. We currently believe that the loss, if any, from our inability to collect amounts due to us will not exceed $2 million.
FINANCIAL CONDITION
Our major sources of liquidity are cash flows from operations and borrowings from our $100 million revolving credit facility. As of March 1, 2003, $15.1 million of borrowings were outstanding under the revolving credit facility. In addition, $8.4 million of the facility was unavailable due to outstanding letters of credit.
We believe that cash flows from operations and borrowings from our existing revolving credit facility will be sufficient to meet our operating requirements and debt service obligations in fiscal 2004. However, our future financial performance could be impacted by a change in general economic or competitive conditions or other unforeseen events that are beyond our control. If our earnings were adversely affected by such factors or events, we could violate our debt covenants. In the event that such noncompliance appears likely, or occurs, we would seek the lenders' approvals of amendments to, or waivers of, such financial covenants.
As a result of the debt repayments we made with the proceeds from the sale of the foodservice distribution business, our debt-to-total-capitalization ratio declined to 59% at March 1, 2003, compared with 66% at March 2, 2002.
Capital Resources
In fiscal 2002, we entered into a $450 million senior secured credit facility with a syndicate of banks, financial institutions and other entities, and issued $200 million of senior unsecured notes. We applied the proceeds from borrowings under the new credit facilities to pay for the acquisition, refinance our existing debt, and pay fees and expenses related to the refinancing of our indebtedness.
The $450 million senior secured facility was composed of a $100 million revolving credit facility that expires on Sept. 30, 2006, a $150 million amortizing Term A loan facility and a $200 million amortizing Term B loan facility. During fiscal 2003, we used the proceeds from the sale of our foodservice distribution business and available cash balances to repay $210 million of the term loans.
The interest rates on borrowings under the senior secured facility are variable and based on current market interest rates plus a spread based on our leverage. The credit agreement contains covenants that restrict dividend payments, limit capital expenditures and require the maintenance of leverage, interest coverage and fixed charge coverage ratios. Some of the covenants become more restrictive over time. Borrowings under these facilities may be used for general corporate purposes. The facility is secured by substantially all our assets.
In November 2001, we entered into interest rate swap agreements in order to fix a portion of our variable rate borrowings. The interest rate swap agreements were for terms of 1.5 years, 2 years and 3 years for notional amounts of $50 million, $25 million and $25 million, respectively. The fixed pay rates on the swaps are 2.81%, 3.33% and 3.93%, respectively, and we receive the three-month LIBOR rate.
The $200 million senior unsecured notes mature on Nov. 13, 2009, and have an interest rate of 6.602%, payable annually. In anticipation of the issuance, we entered into an interest rate swap agreement that, when terminated, had the effect of adjusting the effective interest rate of the notes to 5.97%. The senior unsecured notes have been guaranteed by Diageo plc. The guarantee may terminate, in limited circumstances, prior to the maturity of the notes.
8
Cash Flows
Cash provided by continuing operations was $44.1 million in fiscal 2003, compared with $3.5 million in fiscal 2002. The increase in operating cash flows in the current year was primarily due to higher earnings from continuing operations and payments received from an escrow account established as part of the acquisition. Fiscal 2003 cash flows were partially reduced by an increase in working capital, which was driven by planned increases in inventory levels at year end in advance of a large plant conversion in Toledo, Ohio, and the implementation of a new management information system in our U.S. Consumer Products business. In addition, inventory balances increased as a result of higher commodity costs. Fiscal 2002 operating cash flows were also reduced by higher working capital balances, which were driven by an increase in accounts receivable. Accounts receivable increased due to the termination of a receivable securitization program in Canada that we were required to close under the new credit facilities that we entered into last year.
Under a transition services agreement, General Mills provided us with various services for the acquired Pillsbury and General Mills retail businesses. These services included the invoicing and collection of trade accounts receivable and payment of certain trade accounts payable. The effect of the transition services agreement was that trade receivables and payables associated with the acquired retail businesses were carried by General Mills during fiscal 2003. The transition services ended in the first quarter of fiscal 2004, and as a result, our net working capital needs will increase by approximately $15 million to $20 million during the first quarter as we assume direct responsibility for all billing, collection and payment activities of the acquired businesses.
Investing activities in fiscal 2003 primarily consisted of the proceeds from the disposition of the foodservice distribution business and capital expenditures of $33 million. Capital expenditures included amounts for the development of a management information system for the U.S. Consumer Products business and additional investment in equipment at our Toledo, Ohio, plant. Fiscal 2002 capital expenditures were $23.8 million, which included amounts for the expansion of our condiments-processing facility in Dunnville, Ontario.
For fiscal 2004, we expect to spend about $40 million on capital projects. Our estimate includes payments of $11.5 million for the Toledo, Ohio, plant that we acquired from General Mills.
The following is a summary of our contractual obligations as of March 1, 2003:
|
Total
|
Less Than
1 Year |
1-3
Years |
4-5
Years |
After
5 Years |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
(in millions)
|
||||||||||||||
Revolving credit facility | $ | 15.1 | $ | 15.1 | $ | | $ | | $ | | |||||
Long-term debt | 329.3 | 1.3 | 44.8 | 83.2 | 200.0 | ||||||||||
Purchasing commitments | 18.2 | 18.2 | | | | ||||||||||
Operating leases | 12.8 | 2.9 | 4.8 | 1.4 | 3.7 | ||||||||||
|
|
|
|
|
|||||||||||
Total contractual obligations | $ | 375.4 | $ | 37.5 | $ | 49.6 | $ | 84.6 | $ | 203.7 | |||||
|
|
|
|
|
We continue to guarantee certain lease obligations of the foodservice distribution business that we sold in September 2002. As of March 1, 2003, the contingent liability under the guarantees was $43.1 million. We have not made and do not expect to make any payments under these guarantees. See Note 14 to the consolidated financial statements for additional information on the guarantees.
CRITICAL ACCOUNTING POLICIES
Our significant accounting policies are described in Note 1 to the consolidated financial statements. We determined our critical accounting policies by taking into consideration areas in financial statement preparation that involve the most significant or subjective assessments. Our most critical accounting policies relate to trade promotion expenses, goodwill and other intangible assets,
9
pension plans and income taxes. Factors entering into our estimates included historical experience, current and expected economic conditions, and in certain cases, actuarial assumptions. Actual results may differ from these estimates under different assumptions or conditions.
Trade promotion
We offer retailers trade incentives to purchase and promote our consumer products. Examples of trade promotion expenses are in-store feature and display activities, temporary price discounts and new distribution (slotting) of our products. We expense the cost of these incentives during the period in which the promotion occurs based on estimated performance, except for slotting fees, which are amortized over the expected period of benefit not to exceed 12 months. Actual payments may differ from estimates and are resolved in subsequent months.
Goodwill and other intangible assets
Goodwill represents the excess of costs of businesses acquired over the fair market value of net tangible and identifiable intangible assets. Identifiable intangible assets represent costs allocated to noncompete agreements, trademarks and other specifically identifiable assets arising from business acquisitions. Effective in the first quarter of fiscal 2003, we completed the adoption of SFAS No. 142, "Goodwill and Other Intangible Assets." We were, however, required to adopt certain provisions of SFAS No. 142 in fiscal 2002 with respect to intangible assets we acquired as part of our acquisition of the Pillsbury and General Mills businesses. Under SFAS No. 142, goodwill and identifiable intangible assets that have indefinite lives are not amortized but are tested annually for impairment or more frequently if impairment indicators exist. Identifiable intangible assets that do not have indefinite lives are amortized over their estimated useful lives. Prior to the adoption of SFAS No. 142, goodwill was amortized on a straight-line basis over various periods not exceeding 40 years.
As a result of initial impairment tests that we were required to complete under SFAS No. 142, we determined that all the goodwill associated with our foodservice distribution business was impaired. Consequently, we recorded a $65.1 million ($41.3 million after tax) impairment charge in the first quarter of fiscal 2003. No other impairment charges resulted from the required impairment evaluations on the rest of our reporting units, which were determined using discounted cash flows. Considerable management judgment is necessary to estimate future cash flows. These estimates are based on historical data, anticipated market conditions and management plans.
Pension plans
We have defined benefit pension plans that cover substantially all of our employees in the United States and Canada. Benefits under these plans are generally based on employees' years of service and average compensation or stated amounts for each year of service. We account for our defined benefit plans in accordance with SFAS No. 87, "Employers' Accounting for Pensions," which requires that amounts recognized in financial statements be determined on an actuarial basis. The principal actuarial assumptions used to determine our pension costs are the discount rate and the expected return on plan assets. Other actuarial assumptions that affect pension costs include compensation increase rates, mortality and withdrawal rates.
The discount rate is used to determine the present value of future pension payments, which in turn affects the determination of pension expense. In accordance with SFAS No. 87, the discount rate reflects the current market rate for long-term, high-quality fixed income investments (such as Moody's Aa-rated corporate bonds). While year-end pension liabilities are determined based on the year-end discount rate, pension expense is determined based on the discount rate effective at the beginning of the fiscal year. At the end of fiscal 2003 our discount rate was 6.4%, which was used to value pension liabilities at the end of fiscal 2003 and will be used to determine pension expense for fiscal 2004. Our discount rate at the end of fiscal 2002 was 6.8%. The decrease in the discount rate at the end of fiscal 2003 was the result of the general reduction in market interest rates during the year. A lower discount rate increases the present value of pension obligations and increases pension expense. For our principal
10
pension plans, a 50 basis point decrease in our discount rate would have resulted in an increase in fiscal 2003 pension expense of approximately $0.3 million.
A significant assumption in determining pension expense is the expected long-term rate of return on pension plan assets. To determine the expected long-term rate of return, we consider our current asset allocation, as well as historical and expected returns on plan assets. While actual asset returns by their inherent nature are subject to considerable year-to-year variability, the expected return is designed to be a long-term assumption and is not adjusted annually. To determine the expected asset return that is included in current year pension expense, the assumed rate of return on plan assets is multiplied by the beginning of the year value of plan assets. The difference between expected returns and actual returns is deferred and amortized into pension expense over future years. For fiscal 2003, 2002 and 2001 pension expense, we had assumed a 10.3% long-term expected return on plan assets. Although our historical asset returns have generally exceeded our expected return assumption of 10.3%, we lowered our expected return rate to 9% for determination of fiscal 2004 pension expense. Our decision to lower the return rate was a result of equity market declines in recent years and current market expectations. The effect of lowering the expected return on plan assets by 50 basis points would have resulted in an increase in fiscal 2003 pension expense of approximately $1.4 million.
Income taxes
Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities. We regularly assess the likelihood that our deferred tax assets will be recovered from future taxable income, and we record a valuation allowance to reduce deferred tax assets to the amounts that we believe to be realizable. During fiscal 2003, deferred tax assets increased by $36.3 million primarily as a result of the loss we incurred on the sale of our foodservice distribution business. As a result of uncertainty over our ability to utilize certain state net operating loss and federal capital loss carryforwards that resulted from the sale, we recorded an increase to the valuation allowance of $9.9 million during fiscal 2003. We believe that our remaining deferred tax assets, which include federal net operating loss carryforwards, will be realized as a result of our expectations of future taxable income. If we are unable to generate sufficient future taxable income, we may be required to increase the amount of our valuation allowance, which would increase our effective income tax rate and decrease net earnings.
NEW ACCOUNTING PRONOUNCEMENTS
For information regarding recent accounting pronouncements, see Note 1 to the consolidated financial statements.
MARKET RISK MANAGEMENT
We are exposed to market risks resulting from changes in commodity prices, foreign currency exchange rates and interest rates. Changes in these factors could adversely affect our results of operations and financial position. To minimize these risks, we use derivative financial instruments, such as commodity futures contracts, currency forward contracts and interest rate swaps. We use such derivative financial instruments as risk management tools and not for speculative or trading purposes. See Notes 9 and 10 to the consolidated financial statements for further information regarding financial instruments.
Commodity Risk Management: Our Canadian operations minimize the risk associated with wheat market price fluctuations by hedging wheat and flour inventories, open wheat purchase contracts and open flour sales contracts with wheat futures contracts. In the United States, we enter into futures contracts to reduce the risk of price fluctuations on anticipated flour purchases. The U.S. dollar-denominated futures contracts are traded on U.S. regulated exchanges.
11
The open futures contracts mature in the period from May 2003 to December 2003 and substantially coincide with the maturities of the open wheat purchase contracts, open flour sales contracts and the anticipated timing of flour purchases.
Foreign Currency Hedging: Our Canadian operations enter into foreign currency forward contracts to minimize our exposure to foreign currency fluctuations as a result of U.S. dollar-denominated sales and purchases. In addition, our Canadian operations also enter into foreign currency forward contracts that have the effect of converting the U.S. dollar-denominated grain futures contracts (see Commodity Risk Management) into Canadian dollar equivalents.
Interest Rate Risk Management: Our exposure to changes in interest rates results from borrowing activities used to meet our working capital and other long-term financing needs. The interest rates on our term loans and revolving credit facility are variable and based on current market interest rates plus a spread based on our leverage. To reduce the impact of fluctuating interest rates, we enter into interest rate swap agreements in order to fix a portion of our variable rate borrowings. Under the swap agreements, we agree with a counterparty to exchange the difference between fixed rate and variable rate interest amounts calculated by reference to a notional amount.
We use sensitivity analysis to determine the impact of market risk exposures on the fair values of our debt and financial instruments, including derivative financial instruments. Sensitivity analysis assesses the risk of loss in market risk sensitive instruments based on hypothetical changes in market prices or rates. The following tables provide information on the potential impact on fair value and pre-tax earnings assuming a 10% adverse change.
|
Potential Effect on Fair Value
|
|||||
---|---|---|---|---|---|---|
|
2003
|
2002
|
||||
|
(in millions)
|
|||||
Futures contracts | $ | 1.3 | $ | 1.6 | ||
Senior unsecured notes | 5.8 | 7.7 | ||||
Interest rate swaps | 0.4 | 0.8 |
|
|
Potential Decrease in Pre-Tax Earnings |
||||
---|---|---|---|---|---|---|
|
2003
|
2002
|
||||
|
(in millions)
|
|||||
Currency forward contracts | $ | 2.2 | $ | 0.1 | ||
Debt | 0.2 | 1.2 | ||||
|
|
|
CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION
This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations or beliefs, including, but not limited to, statements concerning our operations and financial performance and condition. For this purpose, statements that are not statements of historical fact may be deemed to be forward-looking statements. We caution that these statements by their nature involve risks and uncertainties, and actual results may differ materially depending on a variety of important factors, including, among others, successful completion of the integration of the acquired businesses; the impact of competitive products and pricing; changes in consumer preferences and tastes or perceptions of health-related issues; effectiveness of advertising or market-spending programs; market or weather conditions that may affect the costs of grain, other raw materials and fuel; impact of labor matters; changes in laws and regulations; fluctuations in foreign exchange and interest rates; the potential inability to collect on a $6 million insurance claim receivable related to the loss of product in St. Petersburg, Russia; if collection is sought under our guarantees of lease obligations of our former foodservice distribution business; risks commonly encountered in international trade; and other factors as may be discussed in our reports filed with the Securities and Exchange Commission.
12
INTERNATIONAL MULTIFOODS CORPORATION and SUBSIDIARIES
Consolidated Statements of Operations
|
Fiscal Year Ended
|
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
|
March 1,
2003 |
March 2,
2002 |
March 3,
2001 |
|||||||||
|
(in thousands, except per share data)
|
|||||||||||
Net sales | $ | 939,275 | $ | 597,871 | $ | 472,411 | ||||||
Cost of goods sold | (755,310 | ) | (496,997 | ) | (389,361 | ) | ||||||
|
|
|
||||||||||
Gross profit | 183,965 | 100,874 | 83,050 | |||||||||
Selling, general and administrative | (110,753 | ) | (71,546 | ) | (49,211 | ) | ||||||
Unusual items | | 313 | 3,749 | |||||||||
|
|
|
||||||||||
Operating earnings | 73,212 | 29,641 | 37,588 | |||||||||
Interest, net | (24,564 | ) | (11,635 | ) | (4,200 | ) | ||||||
Loss on cancellation of debt offering | | (10,304 | ) | | ||||||||
Other income (expense), net | (4,671 | ) | (189 | ) | (1,346 | ) | ||||||
|
|
|
||||||||||
Earnings from continuing operations before income taxes | 43,977 | 7,513 | 32,042 | |||||||||
Income taxes | (16,278 | ) | (2,494 | ) | (15,195 | ) | ||||||
|
|
|
||||||||||
Earnings from continuing operations | 27,699 | 5,019 | 16,847 | |||||||||
|
|
|
||||||||||
Discontinued operations: | ||||||||||||
Operating earnings (loss), after tax | (6,464 | ) | 4,172 | 4,328 | ||||||||
Cumulative effect of change in accounting principle, net of tax of $23,781 | (41,342 | ) | | | ||||||||
Net loss on disposition, net of tax of $14,362 | (25,922 | ) | | | ||||||||
|
|
|
||||||||||
Earnings (loss) from discontinued operations | (73,728 | ) | 4,172 | 4,328 | ||||||||
|
|
|
||||||||||
Net earnings (loss) | $ | (46,029 | ) | $ | 9,191 | $ | 21,175 | |||||
|
|
|
||||||||||
Basic earnings (loss) per share: | ||||||||||||
Continuing operations | $ | 1.45 | $ | 0.27 | $ | 0.90 | ||||||
Discontinued operations | (3.86 | ) | 0.22 | 0.23 | ||||||||
|
|
|
||||||||||
Total | $ | (2.41 | ) | $ | 0.49 | $ | 1.13 | |||||
|
|
|
||||||||||
Diluted earnings (loss) per share: | ||||||||||||
Continuing operations | $ | 1.43 | $ | 0.26 | $ | 0.89 | ||||||
Discontinued operations | (3.80 | ) | 0.22 | 0.23 | ||||||||
|
|
|
||||||||||
Total | $ | (2.37 | ) | $ | 0.48 | $ | 1.12 | |||||
|
|
|
||||||||||
Average shares of common stock outstanding: | ||||||||||||
Basic | 19,107 | 18,851 | 18,739 | |||||||||
Diluted | 19,415 | 19,096 | 18,874 | |||||||||
|
|
|
See accompanying notes to consolidated financial statements.
13
INTERNATIONAL MULTIFOODS CORPORATION and SUBSIDIARIES
Consolidated Balance Sheets
|
March 1,
2003 |
March 2,
2002 |
|||||||
---|---|---|---|---|---|---|---|---|---|
|
(in thousands)
|
||||||||
Assets | |||||||||
Current assets: | |||||||||
Cash and cash equivalents | $ | 1,203 | $ | 26,459 | |||||
Trade accounts receivable, net of allowance | 43,909 | 45,319 | |||||||
Inventories | 124,659 | 104,756 | |||||||
Deferred income taxes | 6,247 | 6,079 | |||||||
Current assets of discontinued operations | | 258,108 | |||||||
Other current assets | 39,995 | 28,503 | |||||||
|
|
||||||||
Total current assets | 216,013 | 469,224 | |||||||
Property, plant and equipment, net | 235,118 | 147,991 | |||||||
Goodwill, net | 63,358 | 43,412 | |||||||
Other intangible assets, net | 135,986 | 138,247 | |||||||
Noncurrent assets of discontinued operations | | 151,164 | |||||||
Other assets | 115,789 | 174,632 | |||||||
|
|
||||||||
Total assets | $ | 766,264 | $ | 1,124,670 | |||||
|
|
||||||||
Liabilities and shareholders' equity | |||||||||
Current liabilities: | |||||||||
Notes payable | $ | 15,110 | $ | | |||||
Current portion of long-term debt | 1,313 | 24,508 | |||||||
Accounts payable | 70,097 | 51,254 | |||||||
Current liabilities of discontinued operations | | 143,111 | |||||||
Other current liabilities | 60,499 | 51,186 | |||||||
|
|
||||||||
Total current liabilities | 147,019 | 270,059 | |||||||
Long-term debt | 328,030 | 514,541 | |||||||
Deferred income taxes | 22,571 | 35,766 | |||||||
Employee benefits and other liabilities | 32,675 | 32,234 | |||||||
|
|
||||||||
Total liabilities | 530,295 | 852,600 | |||||||
|
|
||||||||
Shareholders' equity: | |||||||||
Preferred capital stock | | | |||||||
Common stock, authorized 50,000 shares; issued 21,844 shares | 2,184 | 2,184 | |||||||
Capital in excess of par value | 93,856 | 92,472 | |||||||
Retained earnings | 211,366 | 257,395 | |||||||
Accumulated other comprehensive loss | (10,181 | ) | (14,840 | ) | |||||
Treasury stock, 2,664 and 2,850 shares, at cost | (58,676 | ) | (62,771 | ) | |||||
Unearned compensation | (2,580 | ) | (2,370 | ) | |||||
|
|
||||||||
Total shareholders' equity | 235,969 | 272,070 | |||||||
|
|
||||||||
Commitments and contingencies | |||||||||
|
|
||||||||
Total liabilities and shareholders' equity | $ | 766,264 | $ | 1,124,670 | |||||
|
|
See accompanying notes to consolidated financial statements.
14
INTERNATIONAL MULTIFOODS CORPORATION and SUBSIDIARIES
Consolidated Statements of Cash Flows
|
Fiscal Year Ended
|
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
March 1,
2003 |
March 2,
2002 |
March 3,
2001 |
||||||||||
|
(in thousands)
|
||||||||||||
Cash flows from operations: | |||||||||||||
Earnings from continuing operations | $ | 27,699 | $ | 5,019 | $ | 16,847 | |||||||
Adjustments to reconcile earnings from continuing operations to cash provided by continuing operations: | |||||||||||||
Depreciation and amortization | 14,592 | 13,266 | 11,729 | ||||||||||
Unusual items | | (657 | ) | (3,749 | ) | ||||||||
Deferred income tax expense (benefit) | 14,490 | (5,989 | ) | 1,429 | |||||||||
Increase in prepaid pension assets | (13,455 | ) | (13,725 | ) | (14,538 | ) | |||||||
Provision for losses on receivables | 1,058 | 863 | 922 | ||||||||||
Deferred gain on terminated interest rate swap | | 9,686 | | ||||||||||
Payments received from escrow fund | 8,986 | 1,014 | | ||||||||||
Changes in working capital* | (12,748 | ) | (13,016 | ) | (7,943 | ) | |||||||
Other, net | 3,507 | 7,047 | 1,311 | ||||||||||
|
|
|
|||||||||||
Cash provided by continuing operations | 44,129 | 3,508 | 6,008 | ||||||||||
Cash provided by (used for) discontinued operations | (5,973 | ) | (11,205 | ) | 43,038 | ||||||||
|
|
|
|||||||||||
Cash provided by (used for) operations | 38,156 | (7,697 | ) | 49,046 | |||||||||
|
|
|
|||||||||||
Cash flows from investing activities: | |||||||||||||
Capital expenditures | (32,995 | ) | (23,757 | ) | (22,802 | ) | |||||||
Acquisition of business | | (310,274 | ) | | |||||||||
Proceeds from disposition of business | 165,774 | | | ||||||||||
Sale of Venezuelan operation assets | | | 7,371 | ||||||||||
Payments received on note receivable | | 17,512 | 948 | ||||||||||
Proceeds from property disposals | 117 | 4,310 | 12,417 | ||||||||||
Discontinued operations | (1,577 | ) | (5,481 | ) | (11,457 | ) | |||||||
|
|
|
|||||||||||
Cash provided by (used for) investing activities | 131,319 | (317,690 | ) | (13,523 | ) | ||||||||
|
|
|
|||||||||||
Cash flows from financing activities: | |||||||||||||
Net increase (decrease) in notes payable | 14,642 | (39,068 | ) | (622 | ) | ||||||||
Additions to long-term debt | | 550,192 | | ||||||||||
Reductions in long-term debt | (210,623 | ) | (156,894 | ) | (20,000 | ) | |||||||
Dividends paid | | | (14,958 | ) | |||||||||
Proceeds from issuance of common stock | 1,430 | 1,714 | 96 | ||||||||||
Purchase of treasury stock | (107 | ) | (5 | ) | (148 | ) | |||||||
Capitalized debt issuance costs | | (14,264 | ) | (848 | ) | ||||||||
Other, net | (254 | ) | (3 | ) | | ||||||||
|
|
|
|||||||||||
Cash provided by (used for) financing activities | (194,912 | ) | 341,672 | (36,480 | ) | ||||||||
|
|
|
|||||||||||
Decrease in cash from discontinued operations | 14 | 1 | 1 | ||||||||||
|
|
|
|||||||||||
Effect of exchange rate changes on cash and cash equivalents | 167 | (59 | ) | (20 | ) | ||||||||
|
|
|
|||||||||||
Net increase (decrease) in cash and cash equivalents | (25,256 | ) | 16,227 | (976 | ) | ||||||||
Cash and cash equivalents at beginning of year | 26,459 | 10,232 | 11,208 | ||||||||||
|
|
|
|||||||||||
Cash and cash equivalents at end of year | $ | 1,203 | $ | 26,459 | $ | 10,232 | |||||||
|
|
|
|||||||||||
*Cash flows from changes in working capital: | |||||||||||||
Trade accounts receivable | $ | 3,157 | $ | (26,281 | ) | $ | 614 | ||||||
Inventories | (16,385 | ) | 1,190 | (5,776 | ) | ||||||||
Other current assets | (10,041 | ) | (8,426 | ) | (1,705 | ) | |||||||
Accounts payable | 1,698 | 4,649 | 3,119 | ||||||||||
Other current liabilities | 8,823 | 15,852 | (4,195 | ) | |||||||||
|
|
|
|||||||||||
Net change | $ | (12,748 | ) | $ | (13,016 | ) | $ | (7,943 | ) | ||||
|
|
|
See accompanying notes to consolidated financial statements.
15
INTERNATIONAL MULTIFOODS CORPORATION and SUBSIDIARIES
Consolidated Statements of Shareholders' Equity
|
10 cents par value
|
|
|
|
|
|
||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
|
Accumulated
Other Comprehensive Loss |
|
|
|||||||||||||||||
|
Common
Stock |
Treasury
Stock |
Capital in
Excess of Par Value |
Retained
Earnings |
Unearned
Compensation |
Total
|
||||||||||||||||
|
(in thousands)
|
|||||||||||||||||||||
Balance at Feb. 29, 2000 | $ | 2,184 | $ | (68,437 | ) | $ | 91,888 | $ | 242,013 | $ | (12,122 | ) | $ | (402 | ) | $ | 255,124 | |||||
Comprehensive income(a) | | | | 21,175 | (5,548 | ) | | 15,627 | ||||||||||||||
Dividends declared on common stock | | | | (14,984 | ) | | | (14,984 | ) | |||||||||||||
9 shares purchased for treasury | | (148 | ) | | | | | (148 | ) | |||||||||||||
17 shares issued for employee benefit plans | | 346 | (245 | ) | | | (131 | ) | (30 | ) | ||||||||||||
Amortization of unearned compensation | | | | | | 393 | 393 | |||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||
Balance at March 3, 2001 | 2,184 | (68,239 | ) | 91,643 | 248,204 | (17,670 | ) | (140 | ) | 255,982 | ||||||||||||
Comprehensive income(a) | | | | 9,191 | 2,830 | | 12,021 | |||||||||||||||
248 shares issued for employee benefit plans | | 5,468 | 829 | | | (2,945 | ) | 3,352 | ||||||||||||||
Amortization of unearned compensation | | | | | | 715 | 715 | |||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||
Balance at March 2, 2002 | 2,184 | (62,771 | ) | 92,472 | 257,395 | (14,840 | ) | (2,370 | ) | 272,070 | ||||||||||||
Comprehensive loss(a) | | | | (46,029 | ) | 4,659 | | (41,370 | ) | |||||||||||||
5 shares purchased for treasury | | (107 | ) | | | | | (107 | ) | |||||||||||||
191 shares issued for employee benefit plans | | 4,202 | 1,384 | | | (1,748 | ) | 3,838 | ||||||||||||||
Amortization of unearned compensation | | | | | | 1,538 | 1,538 | |||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||
Balance at March 1, 2003 | $ | 2,184 | $ | (58,676 | ) | $ | 93,856 | $ | 211,366 | $ | (10,181 | ) | $ | (2,580 | ) | $ | 235,969 | |||||
|
|
|
|
|
|
|
|
|
2003 |
|
2002 |
|
2001 |
|
|||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
|
(in thousands)
|
|||||||||||
Net earnings (loss) | $ | (46,029 | ) | $ | 9,191 | $ | 21,175 | |||||
|
|
|
||||||||||
Other comprehensive income (loss): | ||||||||||||
Foreign currency translation adjustments | 7,025 | (2,868 | ) | (5,175 | ) | |||||||
Net unrealized gain (loss) on cash flow hedges (net of tax of $1,136 and $(3,660), respectively) | (2,095 | ) | 6,987 | | ||||||||
Reclassification adjustment for cash flow hedges recognized in earnings (net of tax of $(143) and $612, respectively) | 241 | (1,014 | ) | | ||||||||
Minimum pension liability adjustment (net of tax of $220, $179 and $239, respectively) | (512 | ) | (275 | ) | (373 | ) | ||||||
|
|
|
||||||||||
Other comprehensive income (loss) | 4,659 | 2,830 | (5,548 | ) | ||||||||
|
|
|
||||||||||
Comprehensive income (loss) | $ | (41,370 | ) | $ | 12,021 | $ | 15,627 | |||||
|
|
|
See accompanying notes to consolidated financial statements.
16
Notes to Consolidated Financial Statements
Note 1: Summary of Significant Accounting Policies
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and related notes to consolidated financial statements. Actual results could differ from these estimates.
In fiscal 2001, we changed our fiscal year from the last day of February to the Saturday closest to the last day of February. Fiscal 2001 was a 53-week year.
Basis of Statement Presentation
The accompanying consolidated financial statements include the accounts of International Multifoods Corporation and all of its subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation.
Revenue Recognition
We record sales upon delivery of our products, net of returns and other allowances.
Trade Promotion
We offer retailers trade incentives to purchase and promote our consumer products. Examples of trade promotion expenses are in-store feature and display activities, temporary price discounts and new distribution (slotting) of our products. We expense the cost of these incentives during the period in which the promotion occurs based on estimated performance, except for slotting fees, which are amortized over the expected period of benefit not to exceed 12 months.
Foreign Currency Translation and Transactions
The functional currency of our Canadian operations is the Canadian dollar. Assets and liabilities are translated at current exchange rates, and results of operations are translated using the weighted average exchange rate in effect during the fiscal year. The gains or losses resulting from translation are included as a separate component of shareholders' equity.
Stock-Based Compensation
We have elected to use the intrinsic value method prescribed by Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations in accounting for employee stock options. Under the intrinsic value method, compensation expense is recorded only to the extent that the market price of the common stock exceeds the exercise price of the stock option on the date of grant.
The following table provides pro forma information on the impact on earnings from continuing operations if stock options were expensed under a fair value-based method. Additional information
17
regarding the expense calculated under a fair value-based method is provided in Note 15 to the consolidated financial statements.
|
2003
|
2002
|
2001
|
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
|
(in thousands, except per share data)
|
||||||||||
Earnings from continuing operations: | |||||||||||
As reported | $ | 27,699 | $ | 5,019 | $ | 16,847 | |||||
Stock-based employee compensation expense determined under fair value-based method, net of tax | (2,143 | ) | (1,173 | ) | (1,370 | ) | |||||
|
|
|
|||||||||
Pro forma | $ | 25,556 | $ | 3,846 | $ | 15,477 | |||||
|
|
|
|||||||||
Diluted earnings per share from continuing operations: | |||||||||||
As reported | $ | 1.43 | $ | 0.26 | $ | 0.89 | |||||
Pro forma | 1.32 | 0.20 | 0.82 | ||||||||
|
|
|
Income Taxes
Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities.
Earnings Per Share
Basic earnings per share are computed by dividing net earnings or loss by the weighted average shares outstanding during the reporting period. Diluted earnings per share are computed similar to basic earnings per share except that the weighted average shares outstanding are increased to include additional shares from the assumed exercise of stock options, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options were exercised and that the proceeds from such exercises were used to acquire shares of common stock at the average market price during the reporting period.
The computations for basic and diluted earnings per share from continuing operations are as follows:
|
2003
|
2002
|
2001
|
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
|
(in thousands, except per share data)
|
||||||||||
Earnings from continuing operations | $ | 27,699 | $ | 5,019 | $ | 16,847 | |||||
|
|
|
|||||||||
Average shares of common stock outstanding: | |||||||||||
Basic | 19,107 | 18,851 | 18,739 | ||||||||
Effect of stock options | 308 | 245 | 135 | ||||||||
|
|
|
|||||||||
Diluted | 19,415 | 19,096 | 18,874 | ||||||||
|
|
|
|||||||||
Earnings per share from continuing operations: | |||||||||||
Basic | $ | 1.45 | $ | 0.27 | $ | 0.90 | |||||
Diluted | 1.43 | 0.26 | 0.89 | ||||||||
|
|
|
Cash and Cash Equivalents
Included in cash and cash equivalents are cash on hand, time deposits and highly liquid short-term investments purchased with original maturities of three months or less.
18
Trade Accounts Receivable
Accounts receivable consist of amounts owed us in the ordinary course of business and are presented net of an allowance for doubtful accounts. The allowance for doubtful accounts is based upon the aging of receivables and review of specific accounts.
Inventories
Inventories, excluding grain in Canada, are valued principally at the lower of cost (first-in, first-out) or market (replacement or net realizable value).
In Canada, grain inventories are valued on the basis of replacement market prices prevailing at fiscal year end. We generally minimize risks associated with market price fluctuations by hedging those inventories with futures contracts. Therefore, included in inventories is the amount of gain or loss on open grain contracts, including futures contracts, which generally has the effect of adjusting those inventories to cost.
Property, Plant and Equipment
Property, plant and equipment are stated at cost, and depreciation is computed using the straight-line method for determining financial statement income. Buildings and improvements are generally depreciated over 15 to 40 years. Machinery and equipment used in the production process are typically depreciated over 10 to 15 years. Computer equipment, including software and hardware, are depreciated over three to seven years. The useful lives of leasehold improvements are the shorter of the useful life of the asset or the lease term. When permitted, accelerated depreciation methods are used to calculate depreciation for income tax purposes.
Goodwill and Other Intangible Assets
Goodwill represents the excess of costs of businesses acquired over the fair market value of net tangible and identifiable intangible assets. Identifiable intangible assets represent costs allocated to noncompete agreements, trademarks and other specifically identifiable assets arising from business acquisitions. Effective in the first quarter of fiscal 2003, we completed the adoption of Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets." We were, however, required to adopt certain provisions of SFAS No. 142 in fiscal 2002 with respect to intangible assets we acquired as part of our acquisition of the Pillsbury and General Mills businesses. Under SFAS No. 142, goodwill and identifiable intangible assets that have indefinite lives are not amortized but are tested annually for impairment or more frequently if impairment indicators exist. Identifiable intangible assets that do not have indefinite lives are amortized over their estimated useful lives. Prior to the adoption of SFAS No. 142, goodwill was amortized on a straight-line basis over various periods not exceeding 40 years. See Note 8 to the consolidated financial statements for additional information on the adoption of SFAS No. 142.
Recoverability of Long-Lived Assets
We assess the recoverability of long-lived assets (other than goodwill and intangible assets with indefinite lives) whenever events or changes in circumstances indicate that expected future undiscounted cash flows may not be sufficient to support the carrying amount of an asset. We deem an asset to be impaired if a forecast of undiscounted future operating cash flows is less than its carrying amount. If an asset is determined to be impaired, the loss is measured as the amount by which the carrying value of the asset exceeds its fair value.
19
Pension Plans
Our defined benefit pension plans cover substantially all employees in the United States and Canada. In determining the liabilities, cash contributions and expenses related to the plans, various actuarial assumptions are used. These include assumptions on the discount or interest rates, compensation increase rates, expected rate of return on plan assets, mortality and withdrawal rates.
Derivative and Hedging Activities
We adopted SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities," effective March 4, 2001. SFAS No. 133, as amended, requires that companies record derivative instruments on the consolidated balance sheet at their fair value. Changes in fair value are recorded each period in earnings or other comprehensive income (OCI), depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. Gains and losses on derivative instruments reported in OCI are reclassified as earnings in the period in which earnings are affected by the hedged item. See Note 9 to the consolidated financial statements for additional information.
New Accounting Pronouncements
We adopted SFAS No. 142 on March 3, 2002. Under SFAS No. 142, goodwill and other intangible assets that have indefinite lives are no longer amortized but rather are tested for impairment at least annually in accordance with the provisions of the standard. See Note 8 to the consolidated financial statements for further information on the adoption of SFAS No. 142.
We adopted SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," on March 3, 2002. SFAS No. 144, which supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," provides guidance on the accounting for and reporting of the impairment of long-lived assets. Although SFAS No. 144 retains many of the fundamental recognition and measurement provisions of SFAS No. 121, it also establishes certain criteria that would have to be met in order to classify an asset as held-for-sale. With the exception of a certain key provision on classification, SFAS No. 144 also supersedes APB Opinion No. 30, "Reporting the Results of Operations-Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions." The adoption of SFAS No. 144 did not affect our consolidated financial statements.
We adopted Emerging Issues Task Force (EITF) No. 01-9,"Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor's Products" on March 3, 2002. The purpose of the EITF is to codify and reconcile the consensus reached on accounting for consideration paid from a vendor to a retailer, including slotting fees, cooperative advertising arrangements and buy-downs. The EITF also addresses accounting for coupons. The guidance generally requires that these incentives be classified as a reduction of sales. In addition, EITF No. 01-9 requires reclassification of prior-period financial statements to comply with its guidance. As a result, we reclassified $12.6 million and $10 million in promotional expenses to reduction of net sales for fiscal 2002 and 2001, respectively. The reclassification had no impact on our reported earnings.
In April 2002, the Financial Accounting Standards Board (FASB) issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections." SFAS No. 145 rescinds SFAS No. 4, which required gains and losses from the extinguishment of debt to be classified as an extraordinary item. These gains and losses must now be included in income from continuing operations. The rescission of SFAS No. 4 is effective for fiscal years beginning after May 15, 2002, with earlier application encouraged. We adopted the provisions of SFAS No. 145 that rescind SFAS No. 4 in the three-month period ended Nov. 30, 2002. As a result,
20
we reclassified a $0.7 million extraordinary loss on the early extinguishment of debt recognized in last year's third quarter to other expense in continuing operations.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." The standard requires that a liability for a cost associated with an exit or disposal activity be recognized and measured initially at fair value when the liability is incurred. Under previous accounting literature, certain costs for exit activities were recognized at the date a company committed to an exit plan. The provisions of the standard are effective for exit or disposal activities initiated after Dec. 31, 2002. The standard is generally expected to delay recognition of certain exit related costs.
In November 2002, the FASB issued Interpretation No. 45 (FIN 45), "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." FIN 45 provides guidance on the recognition and disclosure of certain types of guarantees. In connection with the sale of our foodservice distribution business to Wellspring Distribution Corp., we continue to guarantee certain real estate, information system and tractor/trailer fleet lease obligations of our former business. In accordance with the provisions of FIN 45, we have disclosed the nature of the guarantee, maximum potential amount of future payments and recourse provisions. See Note 14 to the consolidated financial statements for further information.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based CompensationTransition and Disclosure." SFAS No. 148 amends SFAS No. 123, "Accounting for Stock-Based Compensation," and provides alternative methods of transition for a voluntary change to the fair value-based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 also amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements of the method of accounting for stock-based employee compensation and the effect of the method used on reported results. We have elected, as permitted by the standard, to continue to follow the intrinsic value method of accounting as prescribed by APB Opinion No. 25, "Accounting for Stock Issued to Employees." We believe there continues to be unresolved questions associated with the valuation of stock options under the fair value method as well as uncertainty over the impact of efforts to reconcile differences between international and U.S. accounting standards. Upon clarification of these matters, we will decide whether to adopt the fair value method of accounting for stock-based compensation.
Note 2: Business Acquired
On Nov. 13, 2001, we acquired the Pillsbury desserts and specialty products business, the Pillsbury non-custom foodservice baking mix and frosting products business, and certain regional flour and side-dish brands of General Mills (the acquisition). The cash purchase price for the acquisition paid at closing was $304.5 million. The transaction was accounted for under the purchase method in accordance with SFAS No. 141, "Business Combinations."
As part of the $304.5 million purchase price, General Mills agreed to install processing and packaging equipment at a plant in Toledo, Ohio, in order for the plant to be able to produce certain Pillsbury products. We agreed to purchase the Toledo plant, as part of the acquisition, for an additional $11.5 million. We completed the purchase on Jan. 27, 2003, and pursuant to our agreement with General Mills, we will pay the $11.5 million during fiscal 2004.
We completed the final allocation of the purchase price in fiscal 2003. Included in the initial purchase price allocation was an estimate of the value of the equipment General Mills was required to install in the Toledo plant. The estimated value of the equipment was classified in other non-current assets in our consolidated balance sheet. Upon purchase of the plant and completion of independent appraisals, adjustments were made to reflect the equipment received at fair value. As the fair value of the equipment received was less than we had originally estimated, we were required to increase the
21
goodwill recognized from the acquisition. See Note 8 to the consolidated financial statements for additional information.
Assuming the acquisition had occurred on March 1, 2000, the unaudited pro forma results of operations were as follows:
|
2002
|
2001
|
||||
---|---|---|---|---|---|---|
|
(in millions, except
per share data) |
|||||
Net sales | $ | 943.3 | $ | 956.1 | ||
Earnings from continuing operations | 37.4 | 60.0 | ||||
Basic earnings per share |
|
$ |
1.98 |
|
$ |
3.20 |
Diluted earnings per share | 1.96 | 3.18 | ||||
|
|
The unaudited pro forma results of operations are based on our historical financial statements and those of the acquired businesses. We believe that costs under our ownership, including marketing and product development, will exceed those included in the historical financial statements of the acquired businesses. Accordingly, the pro forma results do not purport to represent what our results of operations would have been had the acquisition occurred on March 1, 2000.
Note 3: Discontinued Operations
On July 29, 2002, we entered into an agreement to sell our foodservice distribution business to Wellspring Distribution Corp. In accordance with SFAS No. 144, we have reported the results of operations of the distribution business as discontinued operations. On Sept. 9, 2002, we completed the sale of our foodservice distribution business for $166 million in cash. We recorded a net after-tax loss on the disposition of $25.9 million. We used the proceeds from the sale along with available cash balances to repay debt obligations.
We continue to guarantee certain real estate, information system and tractor/trailer lease obligations of the foodservice distribution business. See Note 14 to the consolidated financial statements for further information.
The following were the operating results of the discontinued operations:
|
2003
|
2002
|
2001
|
||||||
---|---|---|---|---|---|---|---|---|---|
|
(in thousands)
|
||||||||
Net sales | $ | 1,149,128 | $ | 2,238,632 | $ | 2,042,469 | |||
Earnings (loss) before tax | (8,828 | ) | 7,079 | 7,057 | |||||
Earnings (loss) after tax | (6,464 | ) | 4,172 | 4,328 | |||||
|
|
|
We allocated interest expense to discontinued operations based on net assets that were specifically identifiable to the operation. The operating results of the business in fiscal 2003 included a $5.2 million pre-tax loss from the curtailment and settlement of pension obligations, resulting from the sale of the business. In addition, we recorded a $3.7 million pre-tax charge in fiscal 2003 primarily for severance costs.
We also recorded an after-tax loss of $41.3 million for the cumulative effect of change in accounting principle due to goodwill impairment. The charge was recognized in the first quarter of fiscal 2003. See Note 8 to the consolidated financial statements for further information.
22
The current and noncurrent assets and liabilities of the foodservice distribution business as of March 2, 2002, were as follows:
|
March 2,
2002 |
||
---|---|---|---|
|
(in thousands)
|
||
Cash and cash equivalents | $ | 15 | |
Trade accounts receivables, net | 104,595 | ||
Inventories | 134,445 | ||
Other current assets | 19,053 | ||
|
|||
Current assets of discontinued operations | $ | 258,108 | |
|
|||
Property, plant and equipment, net | $ | 82,292 | |
Goodwill, net | 65,123 | ||
Other assets | 3,749 | ||
|
|||
Noncurrent assets of discontinued operations | $ | 151,164 | |
|
|||
Accounts payable | $ | 131,019 | |
Other current liabilities | 12,092 | ||
|
|||
Current liabilities of discontinued operations | $ | 143,111 | |
|
Note 4: Interest, Net
Interest, net, consisted of the following:
|
2003
|
2002
|
2001
|
|||||||
---|---|---|---|---|---|---|---|---|---|---|
|
(in thousands)
|
|||||||||
Interest expense | $ | 30,713 | $ | 22,980 | $ | 18,269 | ||||
Capitalized interest | (625 | ) | (385 | ) | (542 | ) | ||||
Non-operating interest income | (350 | ) | (1,210 | ) | (2,926 | ) | ||||
|
|
|
||||||||
29,738 | 21,385 | 14,801 | ||||||||
Interest expense allocated to discontinued operations | (5,174 | ) | (9,750 | ) | (10,601 | ) | ||||
|
|
|
||||||||
Interest, net | $ | 24,564 | $ | 11,635 | $ | 4,200 | ||||
|
|
|
Cash payments for interest, net of amounts capitalized, totaled $24.6 million in fiscal 2003, $22.5 million in fiscal 2002 and $19.3 million in fiscal 2001.
Note 5: Unusual Items
Fiscal 2002
We recognized a pre-tax unusual gain of $0.3 million as follows:
|
Gain on
Sale of Building |
Employee
Termination and Other Exit Costs |
Total
|
|||||||
---|---|---|---|---|---|---|---|---|---|---|
|
(in millions)
|
|||||||||
Condiments facility consolidation | $ | 1.8 | $ | (0.3 | ) | $ | 1.5 | |||
Sales reorganization and work-force reduction | | (0.9 | ) | (0.9 | ) | |||||
Severance for divested business | | (0.3 | ) | (0.3 | ) | |||||
|
|
|
||||||||
Total unusual gain | $ | 1.8 | $ | (1.5 | ) | $ | 0.3 | |||
|
|
|
23
In October 2001, we completed the sale of our condiments-processing facility in Scarborough, Ontario, as part of a plan to consolidate our condiments-processing operations in Dunnville, Ontario. We recognized a $1.8 million gain on the sale of the building and a $0.3 million charge for additional employee termination and facility closing costs. Certain costs related to the project, including employee and equipment relocation expenses, were not included in the unusual charge. These expenses, which were included in general and administrative expenses and recognized when incurred, totaled $1.6 million in fiscal 2002.
As a result of the acquisition, we reorganized our Foodservice Products sales force. We also took steps to reduce our foodservice manufacturing overhead costs. As a result of these actions, we recorded a $0.9 million charge for severance costs associated with the departure of 23 employees, including the president of the division.
Also in fiscal 2002, we recognized an unusual charge of $0.3 million for termination benefits for 57 former hourly employees of our divested U.S. flour milling business. As part of the sale agreement, we were obligated to provide, under certain conditions, severance payments for eligible former employees who are involuntarily terminated by the buyer.
Fiscal 2001
We recognized a pre-tax unusual gain of $3.8 million as follows:
|
Gain on
Sale of Building |
Employee
Termination and Other Exit Costs |
Total
|
|||||||
---|---|---|---|---|---|---|---|---|---|---|
|
(in millions)
|
|||||||||
Condiments facility consolidation | $ | | $ | (1.8 | ) | $ | (1.8 | ) | ||
Sale of headquarters building | 5.8 | (0.2 | ) | 5.6 | ||||||
|
|
|
||||||||
Total unusual gain | $ | 5.8 | $ | (2.0 | ) | $ | 3.8 | |||
|
|
|
Our condiments consolidation project included expanding our Canadian condiments operation in Dunnville, Ontario, and closing a facility in Scarborough, Ontario. In fiscal 2001, we recorded a pre-tax unusual charge of $1.8 million for severance and related benefit costs for 174 full-time and seasonal employees. Certain costs related to the project, including employee and equipment relocation expenses, were not included in the unusual charge. These expenses, which were included in general and administrative expenses and recognized when incurred, totaled $0.7 million in fiscal 2001. See further discussion under the Fiscal 2002 section of this Note.
We recognized a pre-tax unusual gain of $5.8 million from the sale of our corporate headquarters building in Minnesota. We also incurred severance costs of $0.2 million for corporate staff reductions that were associated with the sale.
24
Note 6: Income Taxes
Income tax expense for continuing operations was as follows:
|
U.S. Operations
|
|
|
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Non-U.S.
Operations |
|
|||||||||||
|
Federal
|
Other
|
Total
|
||||||||||
|
(in thousands)
|
||||||||||||
2003: | |||||||||||||
Current expense | $ | 234 | $ | 63 | $ | 1,491 | $ | 1,788 | |||||
Deferred expense | 9,226 | 623 | 4,641 | 14,490 | |||||||||
|
|
|
|
||||||||||
Total tax expense | $ | 9,460 | $ | 686 | $ | 6,132 | $ | 16,278 | |||||
|
|
|
|
||||||||||
2002: | |||||||||||||
Current expense (benefit) | $ | (67 | ) | $ | 519 | $ | 8,031 | $ | 8,483 | ||||
Deferred benefit | (5,196 | ) | (265 | ) | (528 | ) | (5,989 | ) | |||||
|
|
|
|
||||||||||
Total tax expense (benefit) | $ | (5,263 | ) | $ | 254 | $ | 7,503 | $ | 2,494 | ||||
|
|
|
|
||||||||||
2001: | |||||||||||||
Current expense (benefit) | $ | 4,904 | $ | (1 | ) | $ | 8,863 | $ | 13,766 | ||||
Deferred expense | 112 | 505 | 812 | 1,429 | |||||||||
|
|
|
|
||||||||||
Total tax expense | $ | 5,016 | $ | 504 | $ | 9,675 | $ | 15,195 | |||||
|
|
|
|
Temporary differences that gave rise to deferred tax assets and liabilities as of March 1, 2003, and March 2, 2002, were as follows:
|
2003
|
2002
|
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Deferred
Tax Assets |
Deferred
Tax Liabilities |
Deferred
Tax Assets |
Deferred
Tax Liabilities |
||||||||
|
(in thousands)
|
|||||||||||
Depreciation and amortization | $ | 1,099 | $ | 37,153 | $ | 1,945 | $ | 40,574 | ||||
Prepaid pension assets | | 32,128 | | 28,425 | ||||||||
Accrued expenses | 20,750 | 1,429 | 19,718 | 561 | ||||||||
Inventory valuation methods | 1,485 | | 1,557 | | ||||||||
Provision for losses on receivables | 461 | | 845 | | ||||||||
Deferred income | 902 | | | | ||||||||
Loss carryforwards | 47,997 | | 11,738 | | ||||||||
Alternative minimum tax credit carryforward | 2,615 | | 2,615 | | ||||||||
Foreign tax credit carryforward | 953 | | 953 | |||||||||
Other | 3,025 | 240 | 3,665 | 1,569 | ||||||||
|
|
|
|
|||||||||
Subtotal | 79,287 | 70,950 | 43,036 | 71,129 | ||||||||
Valuation allowance | (11,460 | ) | | (1,594 | ) | | ||||||
|
|
|
|
|||||||||
Total deferred taxes | $ | 67,827 | $ | 70,950 | $ | 41,442 | $ | 71,129 | ||||
|
|
|
|
At March 1, 2003, we had a U.S. federal consolidated net operating loss carryforward of approximately $100 million that will expire in fiscal 2022 and 2023. Our foreign operations had a net operating loss carryforward of approximately $2.7 million that will expire in fiscal 2009 and 2010. We expect to fully utilize these operating loss carryforwards.
At March 1, 2003, we had a U.S. federal consolidated capital loss carryforward of approximately $15 million that will expire in fiscal 2008. Our foreign operations had a capital loss carryforward of approximately $1.5 million that has no expiration date. We have a valuation allowance of approximately $5.3 million and $0.6 million, respectively, for the U.S. and foreign capital loss carryforwards due to the
25
uncertainty over our ability to utilize the capital losses. This represents an increase of approximately $5.3 million over fiscal 2002, and was recognized in discontinued operations.
We have approximately $1 million in U.S. foreign tax credit carryforwards that will expire by fiscal 2006. We have a valuation allowance for the entire $1 million carryforward due to uncertainty over our ability to utilize these credits.
We have U.S. state net operating loss carryforwards that will expire from fiscal 2004 to fiscal 2023. We have established a valuation allowance of approximately $4.6 million for certain of these U.S. state net operating loss carryforwards, due to the uncertainty over our ability to utilize these operating loss carryforwards.
Total income taxes from continuing operations differ from the amount computed by applying the U.S. federal income tax rate because of the following items:
|
2003
|
2002
|
2001
|
|||||||
---|---|---|---|---|---|---|---|---|---|---|
|
(in thousands)
|
|||||||||
Tax at U.S. federal statutory rate | $ | 15,392 | $ | 2,629 | $ | 11,215 | ||||
Differences: | ||||||||||
Effect of taxes on non-U.S. earnings | 206 | (59 | ) | 3,217 | ||||||
State and local income taxes | 445 | 504 | 328 | |||||||
Effect of intangibles | | 59 | 57 | |||||||
Other | 235 | (639 | ) | 378 | ||||||
|
|
|
||||||||
Total income taxes | $ | 16,278 | $ | 2,494 | $ | 15,195 | ||||
|
|
|
No provision has been made for U.S. income taxes applicable to remittance of earnings from non-U.S. affiliates. It is not practicable to estimate the remaining deferred tax liability associated with temporary differences related to investments in non-U.S. affiliates. Earnings before income taxes from non-U.S. affiliates were $16.9 million in fiscal 2003, $21.6 million in fiscal 2002 and $26.9 million in fiscal 2001.
Cash paid for income taxes totaled $3.7 million in fiscal 2003, $7.5 million in fiscal 2002 and $10.8 million in fiscal 2001.
26
Note 7: Supplemental Balance Sheet Information
|
2003
|
2002
|
||||||
---|---|---|---|---|---|---|---|---|
|
(in thousands)
|
|||||||
Trade accounts receivable, net: | ||||||||
Trade | $ | 44,276 | $ | 45,619 | ||||
Allowance for doubtful accounts | (367 | ) | (300 | ) | ||||
|
|
|||||||
Total trade accounts receivable, net | $ | 43,909 | $ | 45,319 | ||||
|
|
|||||||
Inventories: | ||||||||
Raw materials, excluding grain | $ | 12,675 | $ | 13,781 | ||||
Grain | 6,282 | 4,360 | ||||||
Finished and in-process goods | 99,269 | 82,629 | ||||||
Packages and supplies | 6,433 | 3,986 | ||||||
|
|
|||||||
Total inventories | $ | 124,659 | $ | 104,756 | ||||
|
|
|||||||
Property, plant and equipment, net: | ||||||||
Land | $ | 3,313 | $ | 2,152 | ||||
Buildings and improvements | 69,309 | 49,078 | ||||||
Machinery and equipment | 235,570 | 183,674 | ||||||
Improvements in progress | 44,889 | 14,857 | ||||||
|
|
|||||||
353,081 | 249,761 | |||||||
Accumulated depreciation | (117,963 | ) | (101,770 | ) | ||||
|
|
|||||||
Total property, plant and equipment, net | $ | 235,118 | $ | 147,991 | ||||
|
|
|||||||
Other assets: | ||||||||
Prepaid pension | $ | 81,193 | $ | 71,150 | ||||
Advance for equipment | | 66,189 | ||||||
Other | 34,596 | 37,293 | ||||||
|
|
|||||||
Total other assets | $ | 115,789 | $ | 174,632 | ||||
|
|
|||||||
Other current liabilities: | ||||||||
Trade and consumer promotion accruals | $ | 37,369 | $ | 17,713 | ||||
Wages and benefits | 6,379 | 6,433 | ||||||
Income taxes | 7,340 | 8,220 | ||||||
Other | 9,411 | 18,820 | ||||||
|
|
|||||||
Total other current liabilities | $ | 60,499 | $ | 51,186 | ||||
|
|
|||||||
Accumulated other comprehensive loss: | ||||||||
Foreign currency translation adjustment | $ | (11,222 | ) | $ | (18,247 | ) | ||
Derivative hedge accounting adjustment | 4,119 | 5,973 | ||||||
Minimum pension liability adjustment | (3,078 | ) | (2,566 | ) | ||||
|
|
|||||||
Total accumulated other comprehensive loss | $ | (10,181 | ) | $ | (14,840 | ) | ||
|
|
27
Note 8: Goodwill and Other Intangible Assets
We adopted SFAS No. 142, "Goodwill and Other Intangible Assets," on March 3, 2002. Under SFAS No. 142, goodwill and other intangible assets that have indefinite lives are no longer amortized, but rather are tested for impairment at least annually in accordance with the provisions of the standard.
The test for goodwill impairment is a two-step process. The first step is a comparison of the fair value of the reporting unit (as defined) with its carrying amount, including goodwill. If this step reflects impairment, then the loss would be measured as the excess of recorded goodwill over its implied fair value. Implied fair value is the excess of fair value of the reporting unit over the fair value of all identified assets and liabilities.
In the first quarter of fiscal 2003, we completed the initial testing of our existing goodwill and other intangible assets that have indefinite lives. Based on valuations provided by an independent third-party (primarily using discounted cash flows), we determined that all the goodwill associated with our foodservice distribution business was impaired. As a result, we recorded a $65.1 million ($41.3 million after tax) goodwill impairment charge in the first quarter of fiscal 2003. We classified the impairment charge as a cumulative effect of change in accounting principle in the consolidated statement of operations. On July 29, 2002, we entered into an agreement to sell the business. In accordance with SFAS No. 144, we have reported the results of operations of our foodservice distribution business in discontinued operations, including the impairment charge. No other impairment charges resulted from the required impairment evaluations on the rest of the reporting units, which were determined using discounted cash flow analyses. The assumptions used in these analyses were consistent with our internal plans.
The table below provides information on the carrying amount of goodwill by segment for the fiscal year ended March 1, 2003.
The allocation of the purchase price for our Pillsbury and General Mills brand acquisition was completed in fiscal 2003. The addition to goodwill reflects adjustments to the preliminary purchase price allocation, which primarily resulted from the completion of independent appraisals on equipment we acquired. See Note 2 to the consolidated financial statements for additional information on the purchase price allocation.
28
Other intangible assets as of March 1, 2003, and March 2, 2002, were as follows:
|
March 1, 2003
|
March 2, 2002
|
|||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Gross
Carrying Amount |
Accumulated
Amortization |
Net
|
Gross
Carrying Amount |
Accumulated
Amortization |
Net
|
|||||||||||||
|
(in thousands)
|
||||||||||||||||||
Amortized intangible assets | |||||||||||||||||||
Trademarks | $ | 9,090 | $ | 2,033 | $ | 7,057 | $ | 9,090 | $ | 1,394 | $ | 7,696 | |||||||
Noncompete agreements | 1,200 | 1,181 | 19 | 1,162 | 1,162 | | |||||||||||||
Customer lists | 5,800 | 4,278 | 1,522 | 5,800 | 3,997 | 1,803 | |||||||||||||
Other | 853 | 775 | 78 | 772 | 710 | 62 | |||||||||||||
|
|
|
|
|
|
||||||||||||||
Total | $ | 16,943 | $ | 8,267 | $ | 8,676 | $ | 16,824 | $ | 7,263 | $ | 9,561 | |||||||
|
|
|
|
|
|
||||||||||||||
Unamortized intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trademarks | $ | 127,302 | $ | | $ | 127,302 | $ | 128,600 | $ | | $ | 128,600 | |||||||
Other | 8 | | 8 | 86 | | 86 | |||||||||||||
|
|
|
|
|
|
||||||||||||||
Total | $ | 127,310 | $ | | $ | 127,310 | $ | 128,686 | $ | | $ | 128,686 | |||||||
|
|
|
|
|
|
Amortization expense related to amortizable intangible assets for fiscal 2003 and 2002 was $1 million and $0.6 million, respectively. The estimated amortization expense for fiscal 2004 to fiscal 2008 is as follows:
|
Amounts
|
||
---|---|---|---|
|
(in thousands)
|
||
2004 | $ | 973 | |
2005 | 941 | ||
2006 | 938 | ||
2007 | 934 | ||
2008 | 921 |
29
The following provides a reconciliation of reported earnings to pro forma amounts adjusted for the elimination of amortization of goodwill:
|
2002
|
2001
|
||||
---|---|---|---|---|---|---|
|
(in thousands)
|
|||||
Reported earnings from continuing operations | $ | 5,019 | $ | 16,847 | ||
Amortization of goodwill | 313 | 278 | ||||
|
|
|||||
Adjusted earnings from continuing operations | 5,332 | 17,125 | ||||
|
|
|||||
Reported earnings from discontinued operations |
|
|
4,172 |
|
|
4,328 |
Amortization of goodwill | 1,472 | 1,458 | ||||
|
|
|||||
Adjusted earnings from discontinued operations | 5,644 | 5,786 | ||||
|
|
|||||
Adjusted net earnings | $ | 10,976 | $ | 22,911 | ||
|
|
Basic earnings per share
|
2002
|
2001
|
||||
---|---|---|---|---|---|---|
Reported basic earnings per share from continuing operations | $ | 0.27 | $ | 0.90 | ||
Amortization of goodwill | 0.02 | 0.01 | ||||
|
|
|||||
Adjusted basic earnings per share from continuing operations | 0.29 | 0.91 | ||||
|
|
|||||
Reported basic earnings per share from discontinued operations |
|
|
0.22 |
|
|
0.23 |
Amortization of goodwill | 0.07 | 0.08 | ||||
|
|
|||||
Adjusted basic earnings per share from discontinued operations | 0.29 | 0.31 | ||||
|
|
|||||
Adjusted basic earnings per share | $ | 0.58 | $ | 1.22 | ||
|
|
Diluted earnings per share
|
2002
|
2001
|
||||
---|---|---|---|---|---|---|
Reported diluted earnings per share from continuing operations | $ | 0.26 | $ | 0.89 | ||
Amortization of goodwill | 0.02 | 0.01 | ||||
|
|
|||||
Adjusted diluted earnings per share from continuing operations | 0.28 | 0.90 | ||||
|
|
|||||
Reported diluted earnings per share from discontinued operations |
|
|
0.22 |
|
|
0.23 |
Amortization of goodwill | 0.07 | 0.08 | ||||
|
|
|||||
Adjusted diluted earnings per share from discontinued operations | 0.29 | 0.31 | ||||
|
|
|||||
Adjusted diluted earnings per share | $ | 0.57 | $ | 1.21 | ||
|
|
Note 9: Derivative Instruments and Hedging Activities
We adopted SFAS No. 133, "Accounting for Derivative Instrument and Hedging Activities" as amended, effective March 4, 2001. SFAS No. 133 requires that companies record derivative instruments on the consolidated balance sheet at their fair value. Changes in fair value are recorded each period in earnings or other comprehensive income (OCI), depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. Gains and losses on derivative instruments reported in OCI are reclassified as earnings in the period in which earnings are affected by the hedged item.
The impact of this change in fiscal 2002 resulted in a pre-tax charge of approximately $1 million to OCI and an increase to liabilities of approximately $1 million. The balance in OCI has been reclassified to earnings over the life of the derivative instruments, which primarily have maturity terms of one year or less.
30
We are exposed to market risks resulting from changes in foreign currency exchange rates, interest rates and commodity prices. Changes in these factors could adversely affect our results of operations and financial position. To minimize these risks, we use derivative financial instruments, such as currency forward contracts, interest rate swaps and commodity futures contracts. We use derivative financial instruments as risk management tools and not for speculative or trading purposes. For derivative instruments that are accounted for as hedges pursuant to SFAS No. 133, we formally document the hedge at inception. The formal documentation includes identification of the hedging instrument, the hedged item, the nature of the risk being hedged and how the hedging instrument's effectiveness and ineffectiveness will be assessed.
Foreign Currency Forward Contracts
Our Canadian operations use foreign currency forward contracts to minimize the exposure to foreign currency fluctuations as a result of U.S. dollar-denominated sales. The foreign exchange forward contracts are purchased through major Canadian banking institutions and mature in less than 12 months. These contracts are accounted for as foreign currency cash flow hedges of forecasted transactions. To qualify for hedge accounting treatment, these transactions are specifically identified in terms of the customers and the period in which and the likelihood that the sales and subsequent collections are expected to occur. The time value component of the foreign currency forward contracts is deemed ineffective and is recorded in earnings. The unrealized gain (loss) due to the movements in the spot exchange rates, which represent the effective portion of the hedge, is initially recorded as a component of accumulated OCI until the underlying hedged transaction occurs. On an ongoing basis, we also enter into foreign currency forward contracts that are not designated as hedges. Changes in the fair value are recognized in earnings.
Interest Rate Swaps
We are exposed to interest rate risks from our variable rate borrowings. We hedge against the risk of changes in future cash flows attributable to interest payments on our variable rate borrowings by entering into interest rate swap agreements. Under SFAS No. 133, the swap agreements qualify for cash flow hedge accounting. The underlying debt obligation and the swap agreements are based on the same notional amounts and benchmark rates, and have the same reset dates. There was no ineffectiveness related to these hedges.
Commodity Futures Contracts
We use commodity futures contracts, primarily wheat futures contracts, to reduce the risks associated with price fluctuations on the wheat inventories and other major baking ingredients, such as flour, soybean oil and sugar. The futures contracts are not designated as hedges under SFAS No. 133. The futures contracts are marked-to-market each month, and the gains and losses are recognized in earnings. The open futures contracts mature in the period from May 2003 to December 2003 and substantially coincide with the maturities of the open wheat purchase contracts, open flour sales contracts and the anticipated timing of flour purchases.
Note 10: Fair Value of Financial Instruments
The following tables provide information on the carrying amount, notional amount and fair value of financial instruments, including derivative financial instruments. The carrying value of financial instruments classified as current assets and current liabilities, such as cash and cash equivalents, receivables, accounts payable and short-term debt, approximate fair value due to the short-term
31
maturity of the instruments. The fair value of long-term debt, futures contracts, currency forward contracts and interest rate swaps was based on quoted market prices.
|
2003
|
2002
|
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Carrying
Amount |
Fair
Value |
Carrying
Amount |
Fair
Value |
|||||||||
|
(in thousands)
|
||||||||||||
Liabilities: | |||||||||||||
Term A loan due Sept. 30, 2006 | $ | | $ | | $ | 140,049 | $ | 140,075 | |||||
Term B loan due Feb. 28, 2008 | 129,343 | 129,352 | 199,000 | 198,986 | |||||||||
$200 million unsecured notes due Nov. 13, 2009 | 200,000 | 224,667 | 200,000 | 205,390 |
|
|
2003 |
|
2002 |
|
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Notional
Amount |
Fair
Value |
Notional
Amount |
Fair
Value |
||||||||||
|
(in thousands)
|
|||||||||||||
Derivative financial instruments: | ||||||||||||||
Futures contracts-buy | $ | 15,595 | $ | (757 | ) | $ | 16,874 | $ | (708 | ) | ||||
Futures contracts-sell | 2,100 | 36 | | | ||||||||||
Currency forward contracts-buy | 22,191 | (291 | ) | 15,754 | 48 | |||||||||
Currency forward contracts-sell | 1,490 | 35 | 16,377 | 22 | ||||||||||
Interest rate swaps | 100,000 | (1,567 | ) | 100,000 | (246 | ) |
Concentrations of Credit Risk
We believe that the credit risk of exchange-traded futures contracts, foreign exchange forward contracts and interest rate contracts due to nonperformance of the counterparties is insignificant.
We extend credit on a regular basis under various terms to customers that meet certain financial and other criteria. In general, we do not require collateral or security. We believe that our trade receivables do not represent significant concentrations of credit risk due to the large number of customers and markets into which our products are sold, as well as their dispersion across geographic areas.
Note 11: Notes Payable and Long-Term Debt
In fiscal 2002, we entered into a $450 million senior secured credit facility with a syndicate of banks, financial institutions and other entities, and issued $200 million of senior unsecured notes. We applied the proceeds from borrowings under the new credit facility and notes to pay for the acquisition, refinance our existing debt, and pay fees and expenses related to the refinancing of our indebtedness.
The $450 million senior credit facility was composed of a $100 million revolving credit facility that expires on Sept. 30, 2006, a $150 million amortizing Term A loan facility and a $200 million amortizing Term B loan facility. As of March 1, 2003, there were $15.1 million of borrowings outstanding under the revolving credit facility and an additional $8.4 million of the facility was unavailable due to outstanding letters of credit. During fiscal 2003, we used the proceeds from the sale of our foodservice distribution business and available cash balances to repay $210 million of the term loans. We recorded a $4.7 million charge associated with the early repayment of term loans, which we classified as other income (expense), net in the consolidated statement of operations.
The interest rates on borrowings under the senior credit facility are variable and based on current market interest rates plus a spread based on our leverage. The credit agreement contains covenants that restrict dividend payments, limit capital expenditures and require the maintenance of leverage, interest coverage and fixed charge coverage ratios. Some of these covenants become more restrictive
32
over time. Borrowings under these facilities may be used for general corporate purposes. The facility is secured by substantially all our assets. We were in compliance with all covenant provisions at March 1, 2003.
In November 2001, we entered into interest rate swap agreements in order to fix a portion of our variable rate borrowings. The interest rate swap agreements were for terms of 1.5 years, 2 years and 3 years for notional amounts of $50 million, $25 million and $25 million, respectively. The fixed pay rates on the swaps are 2.81%, 3.33% and 3.93%, respectively, and we receive the three-month LIBOR rate. Including the impact of the swaps, the effective interest rate on borrowings under the senior secured facility was 5.85% as of March 1, 2003.
The $200 million senior unsecured notes mature on Nov. 13, 2009, and have an interest rate of 6.602%, payable annually. In anticipation of the issuance, we entered into an interest rate swap agreement that, when terminated, had the effect of adjusting the effective interest of the notes to 5.97%. The senior unsecured notes have been guaranteed by Diageo plc. The guarantee may terminate, in limited circumstances, prior to the maturity of the notes.
In November 2001, we wrote off $10.3 million of underwriting and other direct costs associated with the planned issuance of $200 million in high-yield unsecured notes. We canceled the debt offering as more favorable financing became available when, as part of the acquisition, Diageo plc agreed to guarantee $200 million of our debt obligations.
Long-term debt consisted of the following:
|
2003
|
2002
|
||||
---|---|---|---|---|---|---|
|
(in thousands)
|
|||||
Term A loan due Sept. 30, 2006 | $ | | $ | 140,049 | ||
Term B loan due Feb. 28, 2008 | 129,343 | 199,000 | ||||
$200 million unsecured notes due Nov. 13, 2009 | 200,000 | 200,000 | ||||
|
|
|||||
329,343 | 539,049 | |||||
Current portion of long-term debt | 1,313 | 24,508 | ||||
|
|
|||||
Total long-term debt | $ | 328,030 | $ | 514,541 | ||
|
|
Minimum principal payments are as follows:
|
Amounts
|
||
---|---|---|---|
|
(in thousands)
|
||
2005 | $ | 1,313 | |
2006 | 1,313 | ||
2007 | 42,239 | ||
2008 | 83,165 | ||
2009 and beyond | 200,000 | ||
|
|||
Total long-term debt | $ | 328,030 | |
|
Note 12: Shareholders' Equity
We have authorized 10 million shares of Preferred Capital Stock, par value $1.00 per share, that may be designated and issued as convertible into common shares. We have created a series of such Preferred Capital Stock, designated as Series A Junior Participating Preferred Capital Stock, consisting of 500,000 shares, par value $1.00 per share. We also have authorized 200,000 shares of First Preferred Capital Stock, par value $100.00 per share. No preferred capital stock was outstanding during the three years ended March 1, 2003.
33
We have a share rights plan that entitles one preferred share purchase right for each outstanding share of common stock. The rights become exercisable only after a person or group (with certain exceptions) becomes the beneficial owner of 15% or more of our outstanding common stock or announces a tender offer, the consummation of which would result in beneficial ownership by a person or group of 15% or more of our outstanding common stock. Each right will entitle its holder to purchase one one-hundredth share of Series A Junior Participating Preferred Capital Stock (consisting of 500,000 shares, par value $1.00 per share) at an exercise price of $70, subject to adjustment. If a person or group acquires beneficial ownership of 15% or more of our outstanding common stock, each right will entitle its holder (other than such person or group) to purchase, at the then-current exercise price of the right, a number of shares of our common stock having a market value of twice the then-current exercise price of the right. In addition, if we are acquired in a merger or other business combination transaction or if 50% or more of our consolidated assets or earnings power is acquired, each right will entitle its holder to purchase, at the then-current exercise price of the right, a number of the acquiring company's common shares having a market value of twice the then-current exercise price of the right. Following the acquisition by a person or group of beneficial ownership of 15% or more of our outstanding common stock and prior to an acquisition by any person or group of 50% or more of our outstanding common stock, the Board of Directors may exchange the outstanding rights (other than rights owned by such person or group), in whole or in part, for our common stock or equivalent securities. Prior to the acquisition by a person or group of beneficial ownership of 15% or more of our outstanding common stock, the rights are redeemable for $.001 (subject to adjustment) per right at the option of the Board of Directors. In addition, prior to the acquisition by a person or group of beneficial ownership of 15% or more of our outstanding common stock, the Board of Directors may amend the terms of the rights to lower the 15% threshold for exercisability of the rights to not less than the greater of (i) the sum of .001% and the largest percentage of the outstanding common stock then beneficially owned by any person or group (with certain exceptions) or (ii) 10%.
Note 13: Leases
We lease certain plant, office space and equipment for varying periods. We expect that in the normal course of business, leases will be renewed or replaced by other leases.
The following is a schedule of future minimum lease payments for operating leases that had initial or remaining noncancelable lease terms in excess of one year as of March 1, 2003:
|
Operating
Leases |
||
---|---|---|---|
|
(in thousands)
|
||
2004 | $ | 2,908 | |
2005 | 2,748 | ||
2006 | 2,011 | ||
2007 | 831 | ||
2008 | 601 | ||
2009 and beyond | 3,710 | ||
|
|||
Total minimum lease payments | $ | 12,809 | |
|
34
Total net rent expense for operating leases of continuing operations, including those with terms of less than one year, consisted of the following:
|
2003
|
2002
|
2001
|
|||||||
---|---|---|---|---|---|---|---|---|---|---|
|
(in thousands)
|
|||||||||
Minimum rentals | $ | 4,995 | $ | 4,610 | $ | 3,906 | ||||
Sublease rentals | | | (249 | ) | ||||||
|
|
|
||||||||
Total net rent expense | $ | 4,995 | $ | 4,610 | $ | 3,657 | ||||
|
|
|
Note 14: Commitments and Contingencies
In fiscal 1998, we were notified that approximately $6 million of our inventory was taken from a ship in the port of St. Petersburg, Russia. The ship had been chartered by a major customer of our former food-exporting business. Following submission of a claim for indemnity, the insurance carrier denied our claim for coverage, and we commenced a lawsuit seeking to obtain coverage under the insurance carrier's policy. In October 2001, the U.S. District Court of the Southern District of New York granted us summary judgment on our claim, which is carried on our books as a $6 million receivable, and awarded us interest to the date of judgment. The interest has not been recognized on our books. On Oct. 17, 2002, following an appeal by the insurance carrier, the U.S. Court of Appeals for the Second Circuit partially affirmed the summary judgment with respect to the amount of loss and held that such loss is within the scope of the policy. The Court of Appeals, however, remanded the case back to the District Court for further proceedings to determine whether certain provisions of the policy had the effect of excluding coverage. We continue to believe that the loss is covered by the insurance policy, and we will continue to aggressively pursue our claim against the insurer. If we are ultimately unable to collect on the policy, we would record a loss of $6 million to write off the receivable for the estimated recovery of the claim.
On Sept. 9, 2002, we completed the sale of our foodservice distribution business to Wellspring Distribution Corp. We continue to guarantee certain real estate, information system and tractor/trailer fleet lease obligations of our former business. However, at the time of the sale of the business, we renegotiated our guarantee of the business's fleet lease obligations. The guarantee now requires the lessor to pursue collection and other remedies against our former subsidiaries before demanding payment from us. In addition, our guarantee obligation is limited to 75% of the amount outstanding after the lessor has exhausted its remedies against our former subsidiaries. This reduces our risk under the fleet lease guarantee. In addition, while the initial guarantee was not limited by time, the fleet lease guarantee will now expire in September 2006.
The outstanding guarantees for the lease obligations of our former subsidiaries as of March 1, 2003, were as follows:
|
Amounts
|
||
---|---|---|---|
|
(in millions)
|
||
Tractor/trailer | $ | 26.5 | |
Real estate | 16.4 | ||
Information systems | 0.2 | ||
|
|||
Total | $ | 43.1 | |
|
If Wellspring Distribution Corp. was unable to meet its obligations that we have guaranteed, any loss would be reduced by the amount generated from the liquidation of the tractor/trailer fleet and income from the sub-lease of real estate space.
35
The possibility that we would have to honor our contingent liabilities under the guaranties is largely dependent upon the future operations of our former subsidiaries and the value of the underlying leased properties. Should a reserve be required in the future, it would be recorded at the time the obligation was determined to be probable.
At March 1, 2003, the estimated cost to complete improvements in progress totaled approximately $12 million.
Note 15: Stock Plans
Our 1989 and 1997 stock-based plans permit awards of restricted stock, incentive units and stock options to directors and key employees subject to the provisions of the plans and as determined by the Compensation and Human Resources Committee of the Board of Directors. At March 1, 2003, a total of 432,319 common shares was available for grants.
In fiscal 2003, grants of 11,424 shares of restricted stock and 59,800 restricted stock units were awarded with varying performance criteria and vesting periods. At March 1, 2003, the total number of restricted shares outstanding was 107,584. The market value of shares issued under the plans, as of the date of grant, has been recorded as unearned compensation and is shown as a separate component of shareholders' equity. Unearned compensation is expensed over the period that restrictions lapse.
Stock options are granted to purchase shares of our common stock at not less than fair market value at dates of grant. Options generally become exercisable over a period of one to five years after the date of grant. In addition, options generally expire 10 years after the date of grant.
The per-share weighted-average fair values of stock options granted were $12.47 in fiscal 2003, $10.23 in fiscal 2002 and $3.46 in fiscal 2001. The fair value of options at the date of grant was estimated using the Black-Scholes option-pricing model. The following weighted-average assumptions were used in the calculation:
Assumptions
|
2003
|
2002
|
2001
|
||||
---|---|---|---|---|---|---|---|
Expected dividend yield | 0.0 | % | 0.0 | % | 4.4 | % | |
Expected volatility | 33.5 | % | 32.1 | % | 31.6 | % | |
Risk-free interest rates | 4.8 | % | 5.0 | % | 6.4 | % | |
Expected life (in years) | 7.2 | 7.7 | 7.3 |
We apply the intrinsic value method prescribed by APB Opinion No. 25 in accounting for the compensation costs of employee stock options in the financial statements. Under the intrinsic value method, compensation expense is recorded only to the extent that the market price of common stock exceeds the exercise price of the stock option on the date of grant. See Note 1 to the consolidated financial statements for the pro forma impact on earnings from continuing operations if stock options had been expensed under the fair value method.
36
The following table contains information on stock options:
|
Shares
|
Weighted
Average Exercise Price per Share |
|||
---|---|---|---|---|---|
Outstanding at Feb. 29, 2000 | 1,374,022 | $ | 23.05 | ||
Granted | 541,742 | 12.03 | |||
Exercised | (6,000 | ) | 16.00 | ||
Expired or canceled | (252,940 | ) | 22.37 | ||
|
|
||||
Outstanding at March 3, 2001 | 1,656,824 | $ | 19.57 | ||
Granted | 460,089 | 21.74 | |||
Exercised | (121,750 | ) | 14.08 | ||
Expired or canceled | (69,300 | ) | 24.41 | ||
|
|
||||
Outstanding at March 2, 2002 | 1,925,863 | $ | 20.21 | ||
Granted | 229,809 | 27.04 | |||
Exercised | (133,925 | ) | 19.64 | ||
Expired or canceled | (134,220 | ) | 23.96 | ||
|
|
||||
Outstanding at March 1, 2003 | 1,887,527 | $ | 21.06 | ||
|
|
||||
Options exercisable at: |
|
|
|
|
|
March 3, 2001 | 924,152 | $ | 22.22 | ||
March 2, 2002 | 1,279,213 | $ | 19.04 | ||
March 1, 2003 | 1,263,939 | $ | 19.15 |
For options outstanding at March 1, 2003, the range of exercise price per share was $11.84 to $29.28, and the average remaining contractual life was 6.4 years.
Note 16: Retirement Plans
Defined Benefit Pension Plans and Other Post-Retirement Benefits
In the United States and Canada, defined benefit pension plans cover substantially all employees. Benefits are based primarily on years of credited service and average compensation or stated amounts for each year of service. These plans are generally funded by contributions to tax-exempt trusts in amounts sufficient to provide assets to cover the plans' obligations. Plan assets consist principally of listed equity securities, fixed income securities and cash equivalents.
We also provide post-retirement health and life insurance benefits for retirees in the United States and Canada who meet minimum age and service requirements. Life insurance benefits are funded on a pay-as-you-go basis through an insurance company. Health-care benefits are provided under a self-insured program administered by an insurance company.
37
Summaries related to the changes in benefit obligations and plan assets, and to the funded status of the plans are as follows:
|
Pension Benefits
|
Post-Retirement
Benefits |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2003
|
2002
|
2003
|
2002
|
||||||||||
|
(in thousands)
|
|||||||||||||
Change in benefit obligation | ||||||||||||||
Benefit obligation at beginning of year | $ | 207,535 | $ | 196,531 | $ | 15,183 | $ | 14,380 | ||||||
Service cost | 3,446 | 3,929 | 234 | 156 | ||||||||||
Interest cost | 13,506 | 13,907 | 1,066 | 1,044 | ||||||||||
Plan participants' contributions | 669 | 623 | 863 | 934 | ||||||||||
Amendments | 1,487 | 806 | | | ||||||||||
Plan expenses | (511 | ) | (565 | ) | | | ||||||||
Actuarial loss | 9,866 | 9,908 | 1,625 | 1,179 | ||||||||||
Benefits payments | (16,741 | ) | (15,502 | ) | (2,690 | ) | (2,329 | ) | ||||||
Curtailments | (2,021 | ) | | | | |||||||||
Settlements | (10,477 | ) | | | | |||||||||
Foreign exchange adjustment | 4,771 | (2,102 | ) | 463 | (181 | ) | ||||||||
|
|
|
|
|||||||||||
Benefit obligation at end of year | $ | 211,530 | $ | 207,535 | $ | 16,744 | $ | 15,183 | ||||||
|
|
|
|
|||||||||||
Change in plan assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year | $ | 261,089 | $ | 279,551 | $ | | $ | | ||||||
Actual return on plan assets | (32,863 | ) | (1,833 | ) | | | ||||||||
Employer contribution | 4,199 | 1,413 | 1,827 | 1,395 | ||||||||||
Plan participants' contributions | 669 | 623 | 863 | 934 | ||||||||||
Benefits payments | (16,741 | ) | (15,502 | ) | (2,690 | ) | (2,329 | ) | ||||||
Plan expenses | (511 | ) | (565 | ) | | | ||||||||
Settlements | (13,790 | ) | | | | |||||||||
Foreign exchange adjustment | 5,291 | (2,598 | ) | | | |||||||||
|
|
|
|
|||||||||||
Fair value of plan assets at end of year | $ | 207,343 | $ | 261,089 | $ | | $ | | ||||||
|
|
|
|
|||||||||||
Funded status |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded status at end of year | $ | (4,187 | ) | $ | 53,554 | $ | (16,744 | ) | $ | (15,183 | ) | |||
Unrecognized transition asset | (695 | ) | (1,257 | ) | | | ||||||||
Unrecognized prior service cost | 5,830 | 4,873 | (447 | ) | (437 | ) | ||||||||
Unrecognized net loss | 67,345 | 1,381 | 4,877 | 3,234 | ||||||||||
|
|
|
|
|||||||||||
Net amount recognized | $ | 68,293 | $ | 58,551 | $ | (12,314 | ) | $ | (12,386 | ) | ||||
|
|
|
|
|||||||||||
Amounts recognized in the consolidated balance sheet consist of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid pension assets | $ | 81,193 | $ | 71,150 | $ | | $ | | ||||||
Accrued benefit liability | (17,850 | ) | (16,814 | ) | (12,314 | ) | (12,386 | ) | ||||||
Intangible asset | 8 | 5 | | | ||||||||||
Accumulated other comprehensive loss | 4,942 | 4,210 | | | ||||||||||
|
|
|
|
|||||||||||
Net amount recognized | $ | 68,293 | $ | 58,551 | $ | (12,314 | ) | $ | (12,386 | ) | ||||
|
|
|
|
|
Pension Benefits
|
Post-Retirement Benefits
|
|||||||
---|---|---|---|---|---|---|---|---|---|
Weighted-average assumptions
|
|||||||||
2003
|
2002
|
2003
|
2002
|
||||||
Discount rate | 6.4 | % | 6.8 | % | 6.4 | % | 6.8 | % | |
Expected return on plan assets | 9.0 | % | 10.3 | % | N/A | N/A | |||
Rate of compensation increase | 4.0 | % | 4.0 | % | N/A | N/A |
In fiscal 1998, we eliminated subsidized retiree medical coverage for most active employees in the United States. In addition, we limited the increase in future company contributions to 4% for those retirees in the United States that continue to get subsidized coverage. As a result, our assumed
38
health-care cost trend rate is 4%. For our Canadian plans, the increases in company contributions are limited to the increase in the consumer price index. Our health-care cost trend rate in Canada is 2%.
Assumed health-care cost trends could have an effect on the amounts reported for the health-care plans. The effects of a 1-percentage-point change in the assumed health-care cost trends are as follows:
|
1-Percentage-Point
|
||||||
---|---|---|---|---|---|---|---|
|
Increase
|
Decrease
|
|||||
|
(in thousands)
|
||||||
Total of service and interest cost | $ | 152 | $ | (176 | ) | ||
Accumulated post-retirement benefit obligation | 1,873 | (2,070 | ) |
|
|
Pension Benefits |
|
Post-Retirement Benefits |
|
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2003
|
2002
|
2001
|
2003
|
2002
|
2001
|
|||||||||||||
|
(in thousands)
|
||||||||||||||||||
Components of net periodic (income) cost | |||||||||||||||||||
Service cost | $ | 3,446 | $ | 3,929 | $ | 3,298 | $ | 234 | $ | 156 | $ | 171 | |||||||
Interest cost | 13,506 | 13,907 | 13,597 | 1,066 | 1,044 | 1,081 | |||||||||||||
Expected return on plan assets | (26,207 | ) | (27,200 | ) | (25,697 | ) | | | | ||||||||||
Amortization of transition asset | (614 | ) | (1,493 | ) | (1,521 | ) | | | | ||||||||||
Amortization of prior service cost | 664 | 996 | 949 | (31 | ) | (31 | ) | (34 | ) | ||||||||||
Recognized actuarial (gain) loss | 180 | (2,259 | ) | (3,567 | ) | 192 | 57 | 157 | |||||||||||
|
|
|
|
|
|
||||||||||||||
Net periodic (income) cost | (9,025 | ) | (12,120 | ) | (12,941 | ) | 1,461 | 1,226 | 1,375 | ||||||||||
Curtailment loss | 346 | | 401 | | | | |||||||||||||
Settlement loss | 4,870 | | | | | | |||||||||||||
|
|
|
|
|
|
||||||||||||||
Net periodic (income) cost after curtailments and settlementents | $ | (3,809 | ) | $ | (12,120 | ) | $ | (12,540 | ) | $ | 1,461 | $ | 1,226 | $ | 1,375 | ||||
|
|
|
|
|
|
The following information pertains to pension plans with accumulated benefit obligations in excess of plan assets:
|
Pension Benefits
|
|||||
---|---|---|---|---|---|---|
|
2003
|
2002
|
||||
|
(in thousands)
|
|||||
Projected benefit obligation | $ | 18,036 | $ | 17,082 | ||
Accumulated benefit obligation | 17,720 | 17,024 |
The minimum liability recorded for pension plans where the accumulated benefit obligation exceeded the fair market value of assets is as follows:
|
2003
|
2002
|
|||||
---|---|---|---|---|---|---|---|
|
(in thousands)
|
||||||
Minimum liability recognized in comprehensive loss | $ | (4,942 | ) | $ | (4,210 | ) | |
Tax benefit | 1,864 | 1,644 | |||||
|
|
||||||
Minimum liability recognized in comprehensive loss, net of tax | $ | (3,078 | ) | $ | (2,566 | ) | |
|
|
Defined Contribution Plans
Defined contribution plans cover substantially all salaried, sales and certain hourly employees in the United States and Canada. We make contributions equal to 50% of our participating employees' contributions subject to certain limitations. Employer contributions, which are invested in shares of our
39
common stock, were $1.8 million in fiscal 2003, $2.3 million in fiscal 2002 and $2.4 million in fiscal 2001.
Note 17: Multifoods' Business Segments
We manage the company through three operating segments: U.S. Consumer Products, Foodservice Products and Canadian Foods. Our organizational structure is the basis for reporting business results to management and the segment data presented in this Note. We formed the U.S. Consumer Products business segment in fiscal 2002 as a result of our acquisition of certain retail brands from Pillsbury and General Mills.
U.S. Consumer Products manufactures, markets and sells leading branded consumer foods in the United States. Brands include Pillsbury and Martha White desserts and baking mixes; Hungry Jack potatoes, pancake mixes and syrup; Farmhouse rice and pasta side dishes; Pet evaporated milk; and Softasilk, Robin Hood, La Piña and Red Band flour.
Foodservice Products manufactures, markets and sells baking mixes and frozen batters, doughs and desserts to foodservice operators and retail, wholesale and in-store bakeries, primarily in the United States.
Canadian Foods is a leading manufacturer and marketer of food products in Canada. The company's consumer brands include Robin Hood flour and baking mixes; Bick's condiments; and Red River and Old Mill cereals. We also are a leading provider of flour, baking mixes and condiments to foodservice operators and other commercial customers.
40
We do not allocate interest expense, income taxes or certain corporate expenses to our business segments. The following tables set forth information by business segment:
|
Net
Sales |
Operating
Costs |
Unusual
Items |
Operating
Earnings |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
(in millions)
|
|||||||||||||
2003: | ||||||||||||||
U.S. Consumer Products | $ | 413.0 | $ | (356.6 | ) | $ | | $ | 56.4 | |||||
Foodservice Products | 228.6 | (222.4 | ) | | 6.2 | |||||||||
Canadian Foods | 297.7 | (275.6 | ) | | 22.1 | |||||||||
Corporate | | (11.5 | ) | | (11.5 | ) | ||||||||
|
|
|
|
|||||||||||
Total | $ | 939.3 | $ | (866.1 | ) | $ | | $ | 73.2 | |||||
|
|
|
|
|||||||||||
2002: | ||||||||||||||
U.S. Consumer Products | $ | 109.7 | $ | (97.4 | ) | $ | | $ | 12.3 | |||||
Foodservice Products | 215.8 | (210.8 | ) | (0.9 | ) | 4.1 | ||||||||
Canadian Foods | 272.4 | (249.5 | ) | 1.5 | 24.4 | |||||||||
Corporate | | (10.9 | ) | (0.3 | ) | (11.2 | ) | |||||||
|
|
|
|
|||||||||||
Total | $ | 597.9 | $ | (568.6 | ) | $ | 0.3 | $ | 29.6 | |||||
|
|
|
|
|||||||||||
2001: | ||||||||||||||
U.S. Consumer Products | $ | | $ | | $ | | $ | | ||||||
Foodservice Products | 196.4 | (185.7 | ) | | 10.7 | |||||||||
Canadian Foods | 276.0 | (246.2 | ) | (1.8 | ) | 28.0 | ||||||||
Corporate | | (6.7 | ) | 5.6 | (1.1 | ) | ||||||||
|
|
|
|
|||||||||||
Total | $ | 472.4 | $ | (438.6 | ) | $ | 3.8 | $ | 37.6 | |||||
|
|
|
|
|
2003
|
2002
|
2001
|
||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Capital
Expenditures |
Depreciation
and Amortization |
Assets
|
Capital
Expenditures |
Depreciation
and Amortization |
Assets
|
Capital
Expenditures |
Depreciation
and Amortization |
Assets
|
||||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
U.S. Consumer Products | $ | 7.4 | $ | 2.1 | $ | 322.5 | $ | 1.3 | $ | 0.8 | $ | 284.3 | $ | | $ | | $ | | |||||||||
Foodservice Products | 7.7 | 5.8 | 124.7 | 7.6 | 5.2 | 126.0 | 12.3 | 4.9 | 95.4 | ||||||||||||||||||
Canadian Foods | 17.7 | 6.4 | 214.1 | 14.7 | 7.1 | 172.1 | 10.2 | 6.6 | 147.7 | ||||||||||||||||||
Corporate | 0.2 | 0.3 | 105.0 | 0.2 | 0.2 | 133.1 | 0.3 | 0.2 | 97.3 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total continuing operations | 33.0 | 14.6 | 766.3 | 23.8 | 13.3 | 715.5 | 22.8 | 11.7 | 340.4 | ||||||||||||||||||
Discontinued Operations | 1.6 | 5.0 | | 5.5 | 14.3 | 409.2 | 12.4 | 13.7 | 424.2 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total | $ | 34.6 | $ | 19.6 | $ | 766.3 | $ | 29.3 | $ | 27.6 | $ | 1,124.7 | $ | 35.2 | $ | 25.4 | $ | 764.6 | |||||||||
|
|
|
|
|
|
|
|
|
Corporate assets include cash and cash equivalents, U.S. prepaid pension assets, and current and deferred income tax assets.
41
Note 18: Subsequent Events
On April 1, 2003, we announced that we are taking actions to reduce the cost structure and improve the financial performance of our Canadian Foods and Foodservice Products businesses. This includes reorganizing our Canadian Foods business to reduce selling and administrative expenses and reducing production at our Foodservice Products plant in Sedalia, Missouri. These actions will result in a net reduction of approximately 100 full-time positions. We currently expect to recognize an unusual pre-tax charge of up to $3.5 million in the first quarter of fiscal 2004 and an annual pre-tax benefit of approximately $2 million from these actions, half of which will be recognized in fiscal 2004.
On April 1, 2003, Fleming Companies, Inc. filed for bankruptcy protection under Chapter 11. Substantially all accounts receivable that were due from Fleming at fiscal year end were collected as of the date of the bankruptcy filing. We are in the process of assessing whether we will be able to fully collect amounts due from Fleming for sales that we made subsequent to our fiscal year end. We currently believe that the loss, if any, from our inability to collect amounts due to us will not exceed $2 million.
42
Note 19: Quarterly Summary (unaudited)
|
Net
Sales |
Operating
Costs |
Unusual
Items |
Operating
Earnings |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
(in millions)
|
|||||||||||||
First Quarter2003 | ||||||||||||||
U.S. Consumer Products | $ | 86.0 | $ | (75.5 | ) | $ | | $ | 10.5 | |||||
Foodservice Products | 58.3 | (56.7 | ) | | 1.6 | |||||||||
Canadian Foods | 66.1 | (62.3 | ) | | 3.8 | |||||||||
Corporate | | (4.1 | ) | | (4.1 | ) | ||||||||
|
|
|
|
|||||||||||
Total | $ | 210.4 | $ | (198.6 | ) | $ | | $ | 11.8 | |||||
|
|
|
|
|||||||||||
First Quarter2002 | ||||||||||||||
U.S. Consumer Products | $ | | $ | | $ | | $ | | ||||||
Foodservice Products | 52.5 | (50.9 | ) | | 1.6 | |||||||||
Canadian Foods | 59.9 | (56.0 | ) | | 3.9 | |||||||||
Corporate | | (2.9 | ) | | (2.9 | ) | ||||||||
|
|
|
|
|||||||||||
Total | $ | 112.4 | $ | (109.8 | ) | $ | | $ | 2.6 | |||||
|
|
|
|
|||||||||||
Second Quarter2003 | ||||||||||||||
U.S. Consumer Products | $ | 79.9 | $ | (69.6 | ) | $ | | $ | 10.3 | |||||
Foodservice Products | 58.3 | (56.9 | ) | | 1.4 | |||||||||
Canadian Foods | 71.9 | (66.6 | ) | | 5.3 | |||||||||
Corporate | | (3.7 | ) | | (3.7 | ) | ||||||||
|
|
|
|
|||||||||||
Total | $ | 210.1 | $ | (196.8 | ) | $ | | $ | 13.3 | |||||
|
|
|
|
|||||||||||
Second Quarter2002 | ||||||||||||||
U.S. Consumer Products | $ | | $ | | $ | | $ | | ||||||
Foodservice Products | 52.9 | (51.5 | ) | | 1.4 | |||||||||
Canadian Foods | 68.1 | (62.3 | ) | | 5.8 | |||||||||
Corporate | | (2.6 | ) | (0.3 | ) | (2.9 | ) | |||||||
|
|
|
|
|||||||||||
Total | $ | 121.0 | $ | (116.4 | ) | $ | (0.3 | ) | $ | 4.3 | ||||
|
|
|
|
|||||||||||
Third Quarter2003 | ||||||||||||||
U.S. Consumer Products | $ | 151.8 | $ | (128.5 | ) | $ | | $ | 23.3 | |||||
Foodservice Products | 59.4 | (57.8 | ) | | 1.6 | |||||||||
Canadian Foods | 90.0 | (81.1 | ) | | 8.9 | |||||||||
Corporate | | (2.4 | ) | | (2.4 | ) | ||||||||
|
|
|
|
|||||||||||
Total | $ | 301.2 | $ | (269.8 | ) | $ | | $ | 31.4 | |||||
|
|
|
|
|||||||||||
Third Quarter2002 | ||||||||||||||
U.S. Consumer Products | $ | 16.3 | $ | (13.5 | ) | $ | | $ | 2.8 | |||||
Foodservice Products | 55.2 | (54.0 | ) | (0.3 | ) | 0.9 | ||||||||
Canadian Foods | 77.0 | (69.5 | ) | 1.5 | 9.0 | |||||||||
Corporate | | (2.7 | ) | | (2.7 | ) | ||||||||
|
|
|
|
|||||||||||
Total | $ | 148.5 | $ | (139.7 | ) | $ | 1.2 | $ | 10.0 | |||||
|
|
|
|
|||||||||||
Fourth Quarter2003 | ||||||||||||||
U.S. Consumer Products | $ | 95.3 | $ | (83.0 | ) | $ | | $ | 12.3 | |||||
Foodservice Products | 52.6 | (51.0 | ) | | 1.6 | |||||||||
Canadian Foods | 69.7 | (65.6 | ) | | 4.1 | |||||||||
Corporate | | (1.3 | ) | | (1.3 | ) | ||||||||
|
|
|
|
|||||||||||
Total | $ | 217.6 | $ | (200.9 | ) | $ | | $ | 16.7 | |||||
|
|
|
|
|||||||||||
Fourth Quarter2002 | ||||||||||||||
U.S. Consumer Products | $ | 93.4 | $ | (83.9 | ) | $ | | $ | 9.5 | |||||
Foodservice Products | 55.2 | (54.4 | ) | (0.6 | ) | 0.2 | ||||||||
Canadian Foods | 67.4 | (61.7 | ) | | 5.7 | |||||||||
Corporate | | (2.7 | ) | | (2.7 | ) | ||||||||
|
|
|
|
|||||||||||
Total | $ | 216.0 | $ | (202.7 | ) | $ | (0.6 | ) | $ | 12.7 | ||||
|
|
|
|
43
|
First Quarter
|
Second Quarter
|
Third Quarter
|
Fourth Quarter
|
Total Year
|
|||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2003
|
2002
|
2003
|
2002
|
2003
|
2002
|
2003
|
2002
|
2003
|
2002
|
||||||||||||||||||||||
|
(in millions, except per share data)
|
|||||||||||||||||||||||||||||||
Gross profit | $ | 41.9 | $ | 16.4 | $ | 41.6 | $ | 18.0 | $ | 65.2 | $ | 25.2 | $ | 35.3 | $ | 41.3 | $ | 184.0 | $ | 100.9 | ||||||||||||
Earnings (loss) from continuing operations |
|
|
3.3 |
|
|
0.8 |
|
|
4.3 |
|
|
1.8 |
|
|
12.8 |
|
|
(1.9 |
) |
|
7.3 |
|
|
4.3 |
|
|
27.7 |
|
|
5.0 |
||
Earnings (loss) from discontinued operations | (39.7 | ) | 1.3 | (32.4 | ) | 1.0 | (2.2 | ) | 1.3 | 0.6 | 0.6 | (73.7 | ) | 4.2 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Net earnings (loss) | (36.4 | ) | 2.1 | (28.1 | ) | 2.8 | 10.6 | (0.6 | ) | 7.9 | 4.9 | (46.0 | ) | 9.2 | ||||||||||||||||||
Basic earnings (loss) per share of common stock(a): | ||||||||||||||||||||||||||||||||
Continuing operations | 0.17 | 0.04 | 0.23 | 0.10 | 0.67 | (0.10 | ) | 0.38 | 0.23 | 1.45 | 0.27 | |||||||||||||||||||||
Discontinued operations | (2.08 | ) | 0.07 | (1.70 | ) | 0.05 | (0.12 | ) | 0.07 | 0.03 | 0.03 | (3.86 | ) | 0.22 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Total | (1.91 | ) | 0.11 | (1.47 | ) | 0.15 | 0.55 | (0.03 | ) | 0.41 | 0.26 | (2.41 | ) | 0.49 | ||||||||||||||||||
Diluted earnings (loss) per share of common stock(a): | ||||||||||||||||||||||||||||||||
Continuing operations | 0.17 | 0.04 | 0.22 | 0.09 | 0.66 | (0.10 | ) | 0.38 | 0.22 | 1.43 | 0.26 | |||||||||||||||||||||
Discontinued operations | (2.04 | ) | 0.07 | (1.66 | ) | 0.06 | (0.11 | ) | 0.07 | 0.02 | 0.03 | (3.80 | ) | 0.22 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Total | (1.87 | ) | 0.11 | (1.44 | ) | 0.15 | 0.55 | (0.03 | ) | 0.40 | 0.25 | (2.37 | ) | 0.48 | ||||||||||||||||||
Market price of common stock: | ||||||||||||||||||||||||||||||||
Close | 26.49 | 19.58 | 20.85 | 20.72 | 19.98 | 22.82 | 19.70 | 21.86 | 19.70 | 21.86 | ||||||||||||||||||||||
High | 28.92 | 20.45 | 28.23 | 22.17 | 21.85 | 22.84 | 23.60 | 24.67 | 28.92 | 24.67 | ||||||||||||||||||||||
Low | 21.00 | 17.35 | 20.75 | 19.42 | 17.37 | 16.30 | 19.01 | 20.88 | 17.37 | 16.30 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
44
Report of Independent Auditors
The
Board of Directors and Shareholders of
International Multifoods Corporation:
We have audited the accompanying consolidated balance sheets of International Multifoods Corporation and subsidiaries as of March 1, 2003, and March 2, 2002, and the related consolidated statements of operations, cash flows and shareholders' equity for each of the years in the three-year period ended March 1, 2003. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of International Multifoods Corporation and subsidiaries as of March 1, 2003, and March 2, 2002, and the results of their operations and their cash flows for each of the years in the three-year period ended March 1, 2003, in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 1 to the consolidated financial statements, effective March 3, 2002, the Company adopted the remaining provisions of the Financial Accounting Standards Board's Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets." Effective March 4, 2001, the Company adopted the provisions of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities," and effective July 1, 2001, the Company adopted the provisions of SFAS No. 141, "Business Combinations," and certain provisions of SFAS No. 142, "Goodwill and Other Intangible Assets," as required for goodwill and intangible assets resulting from business combinations consummated after June 30, 2001.
/s/
KPMG LLP
KPMG LLP
Minneapolis, Minnesota
April 1, 2003
45
Management's Responsibility for Financial Statements
Our consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America and include, where required, amounts based on our best estimates and judgments. We continue to be responsible for the integrity and objectivity of data in these consolidated financial statements, which we seek to ensure through an extensive system of internal controls. Such controls are designed to provide reasonable, but not absolute, assurance that assets are safeguarded from unauthorized use or disposition and that financial records are sufficiently reliable to permit the preparation of consolidated financial statements. We recognize that estimates and judgments are required to assess and balance the relative cost and expected benefits of any system of internal controls.
The system of internal accounting controls is designed to provide reasonable assurance that the books and records reflect our transactions and that our established policies and procedures are carefully followed. The system includes written policies and procedures, a financial reporting system, an internal audit department and careful selection and training of qualified personnel.
/s/ Gary E. Costley
Gary E. Costley Chairman and Chief Executive Officer |
/s/ John E. Byom
John E. Byom Senior Vice President, Finance, and Chief Financial Officer |
46
Exhibit 21
SUBSIDIARIES OF INTERNATIONAL MULTIFOODS CORPORATION
The following is a list of the Company's subsidiaries as of March 1, 2003, except for unnamed subsidiaries which, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary.
Name of Subsidiary
|
Jurisdiction
of Incorporation |
||
---|---|---|---|
Fantasia Confections, Inc. | California | ||
Martha White Foods, Inc. | Delaware | ||
Multifoods Bakery Distributors, Inc. | Delaware | ||
Multifoods Bakery International, Inc. | Delaware | ||
Inversiones 91060, C.A. | Venezuela | ||
Multifoods Brands, Inc. | Delaware | ||
Multifoods Inc. | Delaware | ||
Multifoods Inc. | Minnesota | ||
Multifoods Manufacturing, Inc. | Delaware | ||
Robin Hood Multifoods Inc. | Ontario | ||
Multifoods Ltd. | Ontario | ||
Gourmet Baker Inc. | Ontario | ||
980964 Ontario Limited | Ontario | ||
Windmill Holdings Corp. | California |
Exhibit 23
The
Board of Directors
International Multifoods Corporation:
We consent to incorporation by reference in Registration Statements No. 333-51399 on Form S-8 relating to the Employees' Voluntary Investment and Savings Plan of International Multifoods Corporation, No. 333-34173 on Form S-8 relating to the Stock Purchase Plan of Robin Hood Multifoods Inc., No. 2-84236 on Form S-8 relating to the 1983 Stock Option Incentive Plan of International Multifoods Corporation, No. 33-6223 on Form S-8 relating to the 1986 Stock Option Incentive Plan of International Multifoods Corporation, No. 33-30979 on Form S-8 relating to the Amended and Restated 1989 Stock-Based Incentive Plan of International Multifoods Corporation, No. 333-34171 on Form S-8, No. 333-69387 on Form S-8 and No. 333-86302 on Form S-8 relating to the 1997 Stock-Based Incentive Plan of International Multifoods Corporation, No. 333-64075 on Form S-8 relating to the Consulting Agreement between International Multifoods Corporation and Daryl Schaller and No. 33-65221 on Form S-3 relating to certain debt securities of International Multifoods Corporation of our reports dated April 1, 2003, relating to the consolidated balance sheets of International Multifoods Corporation and subsidiaries as of March 1, 2003 and March 2, 2002 and the related consolidated statements of operations, cash flows, and shareholders' equity (consolidated financial statements), and related financial statement schedule for each of the fiscal years in the three-year period ended March 1, 2003, which reports appear or are incorporated by reference in the Annual Report on Form 10-K for the fiscal year ended March 1, 2003, of International Multifoods Corporation.
Our report on the consolidated financial statements refers to the adoption, in fiscal 2003, of the remaining provisions of the Financial Accounting Standards Board's Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets", and to the adoption in fiscal 2002 of the provisions of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", as amended by SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities"; SFAS No. 141, "Business Combinations"; and certain provisions of SFAS No. 142, "Goodwill and Other Intangible Assets," as required for goodwill and intangible assets resulting from business combinations consummated after June 30, 2001.
/s/ KPMG LLP
Minneapolis,
Minnesota
May 12, 2003
Exhibit 99.1
Certification of the Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report of International Multifoods Corporation (the "Company") on Form 10-K for the fiscal year ended March 1, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Gary E. Costley, the Chairman of the Board and Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company, for the period covered by the Report.
/s/
GARY E. COSTLEY
Gary E. Costley Chairman of the Board & Chief Executive Officer |
Date: May 12, 2003
A signed original of this written statement required by Section 906 has been provided to International Multifoods Corporation and will be retained by International Multifoods Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 99.2
Certification of the Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report of International Multifoods Corporation (the "Company") on Form 10-K for the fiscal year ended March 1, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), John E. Byom, Senior Vice President, Finance and Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company, for the period covered by the Report.
|
|
/s/ John E. Byom John E. Byom Senior Vice President, Finance & Chief Financial Officer |
Date: May12, 2003
A signed original of this written statement required by Section 906 has been provided to International Multifoods Corporation and will be retained by International Multifoods Corporation and furnished to the Securities and Exchange Commission or its staff upon request.