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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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Form 10-Q Equivalent
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(Mark One)
[ ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 28, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
AGRILINK FOODS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 16-0845824
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
90 Linden Oaks, PO Box 20670, Rochester, NY 14602-6070
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (585) 383-1850
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 during
the preceding twelve 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 NO
____ ____
Indicate by checkmark whether the Registrant is an accelerated filer (as defined
in Rule 12b-2 of the Exchange Act).
YES NO
____ ____
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date. As of November 12, 2002.
Common Stock: 11,000
o This Form 10-Q Equivalent is only being filed pursuant to a requirement
contained in the indenture governing Agrilink Foods, Inc.'s
11 7/8 Percent Senior Subordinated Notes Due 2008.
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Page 1 of 33 Pages
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Agrilink Foods, Inc.
Consolidated Statements of Operations, Accumulated
Earnings/(Deficit), and Comprehensive Income/(Loss)
(Dollars in Thousands)
(Unaudited)
Successor | Predecessor Predecessor
August 19, 2002 - | June 30, 2002 - Three Months Ended
September 28, 2002 | August 18, 2002 September 29, 2001
-------------------| --------------- ------------------
|
|
Net sales $106,445 | $ 101,664 $ 243,588
Cost of sales (82,001) | (78,116) (196,967)
-------- | --------- ---------
Gross profit 24,444 | 23,548 46,621
Selling, administrative, and general expense (15,472) | (15,434) (32,592)
Restructuring 0 | 0 (1,050)
Gain from pension curtailment 0 | 0 2,472
Income from joint venture 263 | 277 248
-------- | --------- ---------
Operating income before dividing with Pro-Fac 9,235 | 8,391 15,699
Interest expense (6,419) | (7,747) (18,787)
-------- | --------- ---------
Pretax income/(loss) from continuing operations and before |
dividing with Pro-Fac 2,816 | 644 (3,088)
Pro-Fac share of loss 0 | 0 2,256
-------- | --------- ---------
Pretax income/(loss) from continuing operations 2,816 | 644 (832)
Tax (provision)/benefit (1,155) | (264) 367
-------- | --------- ---------
Income/(loss) before discontinued operations 1,661 | 380 (465)
Discontinued operations (net of a tax benefit of $131 for |
successor, $205 for predecessor, and $627 for prior year) (186) | (295) (797)
-------- | --------- ---------
Net income/(loss) 1,475 | 85 (1,262)
Accumulated earnings/(deficit) at beginning of period 0 | (126,623) 4,071
-------- | --------- ---------
Accumulated earnings/(deficit) at end of period $ 1,475 | $(126,538) $ 2,809
======== | ========= =========
|
Net income/(loss) $ 1,475 | $ 85 $ (1,262)
Other comprehensive (loss)/income: |
Unrealized loss on hedging activity, net of taxes (236) | 0 (440)
-------- | --------- ---------
Comprehensive income/(loss) $ 1,239 | $ 85 $ (1,702)
======== | ========= =========
|
Accumulated other comprehensive (loss)/income |
at beginning of period $ 0 | $ (367) $45
Unrealized loss on hedging activity, net of taxes (236) | 0 (440)
-------- | --------- ---------
Accumulated other comprehensive loss at end of period $ (236) | $ (367) $ (395)
======== | ========= =========
The accompanying notes are an integral part of the consolidated financial
statements.
2
Agrilink Foods, Inc.
Consolidated Balance Sheets
(Dollars in Thousands)
(Unaudited)
Successor | Predecessor
September 28, | June 29,
2002 | 2002
------------- | ----------
|
|
ASSETS |
Current assets: |
Cash and cash equivalents $ 5,164 | $ 14,686
Accounts receivable trade, net of allowances for doubtful accounts 73,463 | 68,419
Accounts receivable, co-pack activity and other 9,793 | 7,581
Inventories, net 370,190 | 291,745
Current net investment in CoBank 2,232 | 3,347
Prepaid manufacturing expense 62 | 19,168
Prepaid expenses and other current assets 15,009 | 18,770
Due from Pro-Fac Cooperative, Inc. 0 | 11,730
Current deferred tax asset 3,519 | 2,923
---------- | ----------
Total current assets 479,432 | 438,369
Investment in CoBank 6,294 | 6,294
Investment in and advances to joint venture 17,679 | 14,586
Property, plant and equipment, net 227,394 | 285,834
Assets held for sale at net realizable value 5,166 | 8,746
Goodwill 24,331 | 56,210
Intangible assets, net 211,017 | 11,305
Other assets 33,483 | 22,160
Note receivable due from Pro-Fac Cooperative, Inc. 0 | 9,400
Non-current deferred tax asset 0 | 4,837
---------- | ----------
Total assets $1,004,796 | $ 857,741
========== | ==========
|
LIABILITIES AND SHAREHOLDER'S EQUITY |
|
Current liabilities: |
Current portion of obligations under capital leases $ 821 | $ 821
Current portion of Termination Agreement with Pro-Fac Cooperative, Inc. 8,693 | 0
Current portion of long-term debt 6,145 | 14,916
Accounts payable 80,938 | 71,198
Income taxes payable 1,625 | 879
Accrued interest 12,082 | 6,255
Accrued employee compensation 8,057 | 8,000
Other accrued expenses 50,400 | 40,154
Pro-Fac Cooperative, Inc. growers payable 14,153 | 0
---------- | ----------
Total current liabilities 182,914 | 142,223
Obligations under capital leases 2,413 | 2,528
Long-term debt 526,167 | 623,057
Long-term portion of Termination Agreement with Pro-Fac Cooperative, Inc. 27,276 | 0
Other non-current liabilities 37,324 | 28,918
Non-current deferred tax liability 25,772 | 0
---------- | ----------
Total liabilities 801,866 | 796,726
---------- | ----------
Commitments and contingencies |
Shareholder's Equity: |
Common stock, par value $.01; |
11,000 shares authorized, issued and outstanding 0 | 0
Additional paid-in capital 201,691 | 188,005
Accumulated earnings/(deficit) 1,475 | (126,623)
Accumulated other comprehensive income/(loss): |
Unrealized (loss)/gain on hedging activity (236) | 206
Minimum pension liability adjustment 0 | (573)
---------- | -----------
Total shareholder's equity 202,930 | 61,015
---------- | ----------
Total liabilities and shareholder's equity $1,004,796 | $ 857,741
========== | ==========
The accompanying notes are an integral part of the consolidated financial
statements.
3
Agrilink Foods, Inc.
Consolidated Statements of Cash Flows
(Dollars in Thousands)
(Unaudited)
Successor | Predecessor Predecessor
August 19, 2002 - | June 30, 2002 - Three Months Ended
September 28, 2002 | August 18, 2002 September 29, 2001
------------------ | --------------- ------------------
|
|
Cash Flows From Operating Activities: |
Net income/(loss) $ 1,475 | $ 85 $ (1,262)
Adjustments to reconcile net income/(loss) to net |
cash used in operating activities- |
Depreciation 3,838 | 3,833 7,663
Amortization of certain intangible assets 143 | 144 296
Amortization of debt issue costs, amendment costs, |
debt discounts and premiums, and interest in-kind 1,168 | 1,201 1,355
Equity in undistributed earnings of joint venture (187) | (277) (205)
Change in assets and liabilities: |
Accounts receivable (9,074) | 1,818 (22,235)
Inventories and prepaid manufacturing expense (25,209) | (33,170) (82,910)
Income taxes refundable/(payable) 821 | (75) 529
Accounts payable and other accrued expenses 31,534 | (10,972) (22,348)
Due to/(from) Pro-Fac Cooperative, Inc. (9,904) | 8,649 (1,777)
Other assets and liabilities, net 751 | 909 (1,613)
--------- | -------- ---------
Net cash used in operating activities (4,644) | (27,855) (122,507)
--------- | -------- ---------
|
Cash Flows From Investing Activities: |
Purchase of property, plant and equipment (1,792) | (2,187) (3,516)
Proceeds from disposals 0 | 0 20
Advances to joint venture (1,117) | (1,512) (1,106)
Proceeds from investment in CoBank 0 | 1,115 1,333
--------- | -------- ---------
Net cash used in investing activities (2,909) | (2,584) (3,269)
--------- | -------- ---------
|
Cash Flows From Financing Activities: |
Net (payments)/proceeds on old revolving credit facility (22,000) | 22,000 130,900
Net proceeds from new revolving credit facility 16,400 | 0 0
Proceeds from issuance of long-term debt 270,000 | 0 0
Agrilink Holdings, Inc. investment 175,591 | 0 0
Payments on long-term debt (400,800) | (292) (2,998)
Payments on Termination Agreement with |
Pro-Fac Cooperative, Inc. (4,000) | 0 0
Payments on capital lease (77) | (38) 0
Cash paid for debt issuance costs (22,314) | 0 0
Cash paid for transaction fees (6,000) | 0 0
Cash paid in conjunction with debt amendment 0 | 0 (1,694)
--------- | -------- ---------
Net cash provided by financing activities 6,800 | 21,670 126,208
--------- | -------- ---------
Net change in cash and cash equivalents (753) | (8,769) 432
Cash and cash equivalents at beginning of period 5,917 | 14,686 7,656
--------- | -------- ---------
Cash and cash equivalents at end of period $ 5,164 | $ 5,917 $ 8,088
========= | ======== =========
Supplemental Schedule of non-cash financing activities: |
Agrilink Holdings, Inc. investment $ 32,100 | $ 0 $ 0
========= | ======== =========
The accompanying notes are an integral part of the consolidated financial
statements.
4
AGRILINK FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company: Agrilink Foods, Inc. (the "Company" or "Agrilink Foods"),
incorporated in 1961, is a producer and marketer of processed food products. The
Company has four primary product lines including: vegetables, fruits, snacks,
and canned meals. The majority of each of the product lines' net sales is within
the United States. In addition, all of the Company's operating facilities,
excluding one in Mexico, are within the United States.
The Change in Control (the "Transaction"): On August 19, 2002 (the "Closing
Date"), pursuant to the terms of the Unit Purchase Agreement dated as of June
20, 2002 (the "Unit Purchase Agreement"), by and among Pro-Fac Cooperative,
Inc., a New York agricultural cooperative ("Pro-Fac"), Agrilink Foods, at the
time a New York corporation and a wholly-owned subsidiary of Pro-Fac and
Vestar/Agrilink Holdings LLC, a Delaware limited liability company
("Vestar/Agrilink Holdings"), Vestar/Agrilink Holdings and its affiliates
indirectly acquired control of the Company. See NOTE 2 to the "Notes to
Consolidated Financial Statements" for additional disclosures regarding the
Transaction.
The term "successor" refers to Agrilink Foods and all of its subsidiaries
following the Transaction. The term "predecessor" refers to Agrilink Foods prior
to the change in control on August 19, 2002.
Basis of Presentation: The accompanying unaudited consolidated financial
statements have been prepared in accordance with accounting principles generally
accepted in the United States of America ("GAAP") for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information required by GAAP
for complete financial statement presentation. In the opinion of management, all
adjustments (consisting only of normal recurring adjustments) necessary for a
fair presentation of the financial position, results of operations and cash
flows have been included. Operating results for the period from June 30, 2002 to
August 18, 2002 or the period from August 19, 2002 through September 28, 2002
are not necessarily the results to be expected for other interim periods or
the full year. These financial statements should be read in conjunction with
the financial statements and accompanying notes contained in the Company's
Form 10-K Equivalent for the fiscal year ended June 29, 2002.
Consolidation: The consolidated financial statements include the Company and its
wholly-owned subsidiaries after elimination of intercompany transactions and
balances. Investments in affiliates owned more than 20 percent but not in excess
of 50 percent are recorded under the equity method of accounting.
Reclassification: Certain items for fiscal 2002 have been reclassified to
conform with the current period presentation.
New Accounting Pronouncements: In August 2001, the Financial Accounting
Standards Board ("FASB") issued Statement of Financial Accounting Standards
("SFAS") No. 144 "Accounting for the Impairment or Disposal of Long-Lived
Assets." Effective June 30, 2002, Agrilink Foods adopted SFAS No. 144 which
addresses financial accounting and reporting for the impairment or disposal of
long-lived assets. The statement requires an impairment loss be recognized if
the carrying amount of a long-lived asset is not recoverable from its
undiscounted cash flow and that the impairment loss be recognized as the
difference between the carrying amount and fair value of the asset. Under SFAS
No. 144, assets held for sale that are a component of an entity will be included
in discontinued operations if the operations and cash flows will be or have been
eliminated from the ongoing operations of the entity, and the entity will not
have any significant continuing involvement in the operations prospectively. The
adoption of SFAS No. 144 did not impact the Company's profitability. See NOTE 3
to the "Notes to Consolidated Financial Statements" for additional disclosures
regarding discontinued operations.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities," which addresses financial accounting and
reporting for costs associated with exit or disposal activities and supercedes
Emerging Issues Task Force ("EITF") Issue 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)". SFAS No. 146 requires
that a liability for a cost associated with an exit or disposal activity be
recognized when the liability is incurred. EITF 94-3 requires a liability for
exit costs be recognized at the date of an entity's commitment to an exit plan.
The provisions of SFAS No. 146 must be adopted for exit or disposal activities
that are initiated after December 31, 2002.
Trade Accounts Receivable: The Company accounts for trade receivables at
outstanding billed amounts, net of allowances for doubtful accounts. The Company
estimates its allowance for doubtful accounts as a percentage of receivables
overdue. Also included in the allowance in their entirety are those accounts
that have filed for bankruptcy, been sent to collections, and any other accounts
management believes are not collectible based on historical losses. The Company
periodically reviews the accounts included in
5
the allowance to determine those to be written off. Generally, after a period of
one year, or through legal counsel's advice, accounts are written off. It is not
Company policy to accrue or collect interest on past due accounts.
The Company's reserve for bad debts is approximately $0.9 million at September
28, 2002, and $0.7 million at June 29, 2002.
NOTE 2. THE TRANSACTION
On August 19, 2002, pursuant to the terms of the Unit Purchase Agreement dated
as of June 20, 2002, by and among Pro-Fac Cooperative, Inc., a New York
agricultural cooperative, Agrilink Foods, at the time a New York corporation and
a wholly-owned subsidiary of Pro-Fac and Vestar/Agrilink Holdings LLC, a
Delaware limited liability company:
(i) Pro-Fac contributed to the capital of Agrilink Holdings LLC, a Delaware
limited liability company ("Holdings LLC"), all of the shares of Agrilink Foods'
common stock owned by Pro-Fac, constituting 100 percent of the issued and
outstanding shares of Agrilink Foods' capital stock, in consideration for Class
B common units of Holdings LLC, representing a 40.72 percent common equity
ownership; and
(ii) Vestar/Agrilink Holdings and certain co-investors (collectively, "Vestar")
contributed cash in the aggregate amount of $175.0 million to the capital of
Holdings LLC, in consideration for preferred units, Class A common units, and
warrants which were immediately exercised to acquire additional Class A common
units. After exercising the warrants, Vestar owns 56.24 percent of the common
equity of Holdings LLC. The co-investors are either under common control with,
or have delivered an unconditional voting proxy to, Vestar/Agrilink Holdings.
The transactions contemplated in and consummated pursuant to the Unit Purchase
Agreement, are referred to herein collectively as the "Transaction."
Immediately following Pro-Fac's contribution of its shares of Agrilink Foods'
common stock to Holdings LLC, Holdings LLC contributed those shares valued at
$32.1 million to Agrilink Holdings Inc. ("Holdings Inc."), a Delaware
corporation and a direct, wholly-owned subsidiary of Holdings LLC, and Agrilink
Foods became an indirect, wholly-owned subsidiary of Holdings LLC. As a result
of the Transaction, Pro-Fac owns 40.72 percent and Vestar owns 56.24 percent of
the common equity securities of Holdings LLC. The Class A common units entitle
the owner thereof - Vestar - to two votes for each Class A common unit held. All
other Holdings LLC common units entitle the holder(s) thereof to one vote for
each common unit held. Accordingly, Vestar has a voting majority of all common
units.
Also, as part of the Transaction, executive officers of Agrilink Foods, and
certain other members of Agrilink Foods' management, entered into subscription
agreements with Holdings LLC to acquire, with a combination of cash and
promissory notes issued to Holdings LLC, an aggregate of approximately $1.3
million of Class C common units and Class D common units of Holdings LLC,
representing approximately 3.04 percent of the common equity ownership. As of
the Closing Date, an additional approximately $0.5 million of Class C common
units and Class D common units, representing less than 1 percent of the common
equity ownership, remained unissued. The foregoing individuals are also parties
to the Securityholders Agreement and the Limited Liability Agreement.
Prior to the Transaction, certain amounts owed by Pro-Fac to Agrilink Foods
were forgiven. The amounts forgiven were approximately $36.5 million and
represented both borrowings for the working capital needs of Pro-Fac and a $9.4
million demand receivable.
The Transaction was accounted for under the purchase method of accounting in
accordance with SFAS No. 141, "Business Combinations." Under purchase
accounting, tangible and identifiable intangible assets acquired and liabilities
assumed will be recorded at their respective fair values. The valuations and
other studies which will provide the basis for such an allocation have not
progressed to a stage where there is sufficient information to make a final
allocation in the accompanying financial statements. Preliminary third-party
valuations have not yet been obtained for the investment in the joint venture
and the related subordinated promissory note. In addition, the fair market value
of the Company's operating leases has not yet been determined. As such,
these items have been reflected at their historical values. The
determination of fair value for these items is expected to occur within the
second quarter of fiscal 2003. Accordingly, the purchase accounting adjustments
made in the accompanying financial statements are preliminary. Once an
allocation is determined, in accordance with accounting principles generally
accepted in the United States, any remaining excess of the investment over net
assets acquired will be adjusted through goodwill.
Agrilink Holdings, Inc. has pushed down its purchase accounting to Agrilink
Foods. The preliminary excess investment made by Agrilink Holdings, Inc. over
the preliminary estimates of the fair market value of the identifiable assets
and liabilities of the Company as of the Closing Date was approximately $24.3
million and is reflected as goodwill in the accompanying unaudited consolidated
balance sheet as of September 28, 2002.
6
As of September 28, 2002, management determined that initially approximately 125
employees will be terminated and has announced the benefit arrangements to those
employees. These activities surround the Company's decision to exit the
popcorn and applesauce businesses and complete the relocation of its marketing
function to Rochester, New York. As a result, approximately $1.3 million in
severance costs and other related exit costs have been accrued for in purchase
accounting in accordance with Emerging Issues Task Force ("EITF") 95-3,
"Recognition of Liabilities in Connection with a Purchase Business Combination"
as of September 28, 2002.
As of August 19, 2002, management has begun to assess and formulate a plan to
exit certain portions of its non-branded business. Management has not yet
completed the exit plans, as a result, the outline of exit plans is considered
preliminary. Accordingly, upon completion and execution of the plan, certain
assets may be impaired and certain liabilities may be incurred which could
result in additional adjustments to the values assigned to such items in
purchase accounting. Management anticipates the final formulation of the plan
will be completed within the next six months.
The following unaudited pro forma financial information presents a summary of
consolidated results of operations of the Company as if the Transaction had
occurred at the beginning of the period presented.
(Dollars in Thousands)
Predecessor Predecessor
June 30, 2002 - Three Months Ended
August 18, 2002 September 29, 2001
---------------- ------------------
Net sales $101,664 $243,588
Income before discontinued operations 778 1,893
Net income 483 1,096
These unaudited pro forma results have been prepared for comparative purposes
only and primarily include adjustments for interest expense, taxes, and
elimination of Pro-Fac's share of loss that has historically been recorded.
Also included in pro forma net income for the three months ended September 29,
2001 are non-recurring items of approximately $1.0 million and approximately
$2.5 million related to restructuring expense and gain from pension curtailment,
respectively. They do not purport to be indicative of the results of operations
which actually would have resulted had the Transaction occurred at the beginning
of the 2002 fiscal year, or of the future operations of the successor company.
NOTE 3. DISCONTINUED OPERATIONS
As of August 19, 2002 the Company has committed to a plan to sell the popcorn
and applesauce operations previously reported in the snack and fruit segments,
respectively. It is anticipated that these transactions will be completed
within the next six months. The implementation of SFAS No. 144 resulted in the
classification and separate financial presentation of those businesses as
discontinued operations and are, therefore, excluded from continuing
operations. All prior periods have been reclassified to reflect the
discontinuance of these operations.
In addition, having met the criteria outlined in SFAS No. 144, the Company
reclassified certain assets relating to those businesses to assets held for
sale, and, in accordance with SFAS No. 144, the Company reclassified the prior
period balances. Included in these assets are also facilities located in Alamo,
TX and Enumclaw, WA which are being actively marketed for sale within the fiscal
year.
The major classes of discontinued assets included in the Consolidated Balance
Sheets as assets held for sale at net realizable value are as follows:
Successor Predecessor
(Dollars in Thousands) September 28, 2002 June 29, 2002
------------------ -------------
Inventories $1,610 $2,570
Property, plant and equipment, net 3,556 6,176
------ ------
Total $5,166 $8,746
====== ======
The operating results of those businesses identified as held for sale have been
classified as discontinued operations in the accompanying financial statements
and are summarized as follows:
Successor Predecessor Predecessor
August 19, 2002 - June 30, 2002 - Three Months Ended
September 28, 2002 August 18, 2002 September 29, 2001
------------------ --------------- ------------------
Net Sales $1,784 $2,063 $ 5,644
Loss before income taxes (317) (500) (1,424)
7
NOTE 4. AGREEMENTS WITH PRO-FAC
In connection with the Transaction, Agrilink Foods and Pro-Fac entered into
several agreements effective as of the Closing Date, including the following:
(i) Termination Agreement. Pro-Fac and Agrilink Foods entered into a letter
agreement dated as of the Closing Date (the "Termination Agreement"), pursuant
to which, among other things, the marketing and facilitation agreement between
Pro-Fac and Agrilink Foods (the "Old Marketing and Facilitation Agreement")
which, until the Closing Date, governed the crop supply and purchase
relationship between Agrilink Foods and Pro-Fac, has been terminated. In
consideration of such termination, Agrilink Foods will pay Pro-Fac a termination
fee of $10.0 million per year for five years, provided that certain ongoing
conditions are met, including maintaining grower membership levels sufficient to
generate certain minimum crop supply. The $10.0 million payment will be paid in
quarterly installments as follows: $4.0 million on each July 1, and $2.0 million
each on October 1, January 1, and April 1. The Termination Agreement outlined
that the first payment in the amount of $4.0 million was to be paid on the
closing date and the next payment to be made by October 1, 2002 and quarterly
thereafter as outlined. The liability for the Termination Agreement has been
reflected at fair value utilizing a discount rate of 11 1/2 percent.
(ii) Amended and Restated Marketing and Facilitation Agreement. Pro-Fac and
Agrilink Foods entered into an amended and restated marketing and facilitation
agreement dated as of the Closing Date (the "Amended and Restated Marketing and
Facilitation Agreement"). The Amended and Restated Marketing and Facilitation
Agreement supersedes and replaces the Old Marketing and Facilitation Agreement
and provides that, among other things, Pro-Fac will be Agrilink Foods' preferred
supplier of crops. Agrilink Foods will continue to pay the commercial market
value ("CMV") of crops supplied by Pro-Fac, in installments corresponding to the
dates of payment by Pro-Fac to its members for crops delivered. CMV is defined
as the weighted average price paid by other commercial processors for similar
crops sold under preseason contracts and in the open market in the same or
competing market areas. The processes for determining CMV under the Amended and
Restated Marketing and Facilitation Agreement are substantially the same as the
processes used under the Old Marketing and Facilitation Agreement. Agrilink
Foods will make payments to Pro-Fac of an estimated CMV for a particular crop
year, subject to adjustments to reflect the actual CMV following the end of such
year. Commodity committees of Pro-Fac will meet with Agrilink Foods management
to establish CMV guidelines, review calculations, and report to a joint CMV
committee of Pro-Fac and Agrilink Foods. Amounts paid by Agrilink Foods to
Pro-Fac for the CMV of crops supplied for the three months ended September 28,
2002 and September 29, 2001 were $40.0 million and $52.2 million, respectively.
Unlike the Old Marketing and Facilitation Agreement, the Amended and Restated
Marketing and Facilitation Agreement does not permit Agrilink Foods to offset
its losses from products supplied by Pro-Fac or require it to share with Pro-Fac
its profits and it does not require Pro-Fac to reinvest in Agrilink Foods any
part of Pro-Fac's patronage income.
The Amended and Restated Marketing and Facilitation Agreement also provides that
Agrilink Foods will continue to provide to Pro-Fac services relating to
planning, consulting, sourcing and harvesting crops from Pro-Fac members in a
manner consistent with past practices. In addition, for a period of five years
from the Closing Date, Agrilink Foods will provide Pro-Fac with services related
to the expansion of the market for the agricultural products of Pro-Fac members
(at no cost to Pro-Fac other than reimbursement of Agrilink Foods' incremental
and out-of-pocket expenses related to providing such services as agreed to by
Pro-Fac and Agrilink Foods).
Under the Amended and Restated Marketing and Facilitation Agreement, Agrilink
Foods determines the amount of crops which Agrilink Foods will acquire from
Pro-Fac for each crop year. If the amount to be purchased by Agrilink Foods
during a particular crop year does not meet (i) a defined crop amount and (ii) a
defined target percentage of Agrilink's needs for each particular crop, then
certain shortfall payments are made by Agrilink Foods to Pro-Fac. The defined
crop amounts and targeted percentages are set based upon the needs of Agrilink
Foods in the 2001 crop year (fiscal 2002). The shortfall payment provisions of
the agreement include a maximum shortfall payment, determined for each crop,
that can be paid over the term of the Amended and Restated Marketing and
Facilitation Agreement. The aggregate shortfall payment amounts for all crops
covered under the agreement cannot exceed $20.0 million over the term of the
agreement.
The Amended and Restated Marketing and Facilitation Agreement may be terminated
by Agrilink Foods in connection with certain change in control transactions
affecting Agrilink Foods or Holdings Inc.; provided, however, that in the event
that any such change in control occurs during the first three years after the
Closing Date, Agrilink Foods must pay to Pro-Fac a termination fee of $20.0
million (less the total amount of any shortfall payments previously paid to
Pro-Fac under the Amended and Restated Marketing and Facilitation Agreement).
Also, if, during the first three years after the Closing Date, Agrilink Foods
sells one or more portions of its business, and if the purchaser does not
continue to purchase the crops previously purchased by Agrilink Foods with
respect to the transferred business, then such failure will be taken into
consideration when determining if Agrilink Foods is required to make any
shortfall payments to Pro-Fac. After such three-year period, Agrilink Foods may
sell portions of its business and the volumes of crop purchases previously made
by Agrilink Foods with respect to such transferred business will be disregarded
for purposes of determining shortfall payments.
(iii) Transitional Services Agreement. Pro-Fac and Agrilink Foods entered into a
transitional services agreement (the "Transitional Services Agreement") dated as
of the Closing Date, pursuant to which Agrilink Foods will provide Pro-Fac
certain administrative and other services for a period of 24 months from the
Closing Date. Agrilink Foods will generally provide such services at no charge
to Pro-Fac, other
8
than reimbursement of the incremental and out-of-pocket costs associated with
performing those services for Pro-Fac. Also pursuant to the Transitional
Services Agreement, the general manager of Pro-Fac may also be an employee of
Agrilink Foods, in which case he will report to the chief executive officer of
Agrilink Foods with respect to his duties for Agrilink Foods, and to the Pro-Fac
board of directors with respect to duties performed by him for Pro-Fac. All
other individuals performing services under the Transitional Services Agreement
report only to the chief executive officer (or other representatives) of
Agrilink Foods.
(iv) Credit Agreement. Agrilink Foods and Pro-Fac have entered into a Credit
Agreement, dated August 19, 2002 (the "Credit Agreement"), pursuant to which
Agrilink Foods has agreed to make available to Pro-Fac loans in an aggregate
principal amount of up to $5.0 million (the "Credit Facility "). Pro-Fac is
permitted to draw down up to $1.0 million per year under the Credit Facility,
unless Agrilink Foods is prohibited from making such advances under the terms of
certain third party indebtedness of Agrilink Foods. The amount of the Credit
Facility will be reduced, on a dollar-for-dollar basis, to the extent of certain
distributions made by Holdings LLC to Pro-Fac in respect of its ownership in
Holdings LLC. Pro-Fac has pledged all of its Class B Common Units in Holdings
LLC as security for advances under the Credit Facility. The Credit Facility
bears interest at the rate of 10 percent per annum. There were no amounts
outstanding under this Credit Agreement at September 28, 2002.
In addition, prior to the Transaction, certain amounts totalling $36.5 million
owed by Pro-Fac to Agrilink Foods were forgiven, including both borrowings for
the working capital needs of Pro-Fac and a $9.4 million demand receivable.
In addition, under the Old Marketing and Facilitation Agreement, in any year in
which the Company had earnings on products which were processed from crops
supplied by Pro-Fac, the Company paid to Pro-Fac, as additional patronage
income, 90 percent of such earnings, but in no case more than 50 percent of all
pretax earnings of the Company (before dividing with Pro-Fac). In years in which
the Company had losses on crops supplied by Pro-Fac, the Company reduced the CMV
it would otherwise pay to Pro-Fac by 90 percent of such losses, but in no case
by more than 50 percent of all pretax losses of the Company (before dividing
with Pro-Fac). Additional patronage income was paid to Pro-Fac for services
provided to Agrilink Foods, including the provision of a long term, stable crop
supply, favorable payment terms for crops, and the sharing of risks of losses of
certain operations of the business. Earnings and losses were determined at the
end of the fiscal year, but were accrued on an estimated basis during the year.
For the three months ended September 29, 2001, Pro-Fac's share of losses was
$2.3 million.
NOTE 5. INVENTORIES
The major classes of inventories are as follows:
(Dollars in Thousands)
Successor Predecessor
September 28, June 29,
2002 2002
------------- -----------
Finished goods $341,929 $264,770
Raw materials and supplies 28,261 26,975
-------- --------
Total inventories $370,190 $291,745
======== ========
NOTE 6. ACCOUNTING FOR GOODWILL AND INTANGIBLE ASSETS
In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 requires that goodwill not be amortized, but instead be
tested at least annually for impairment and expensed against earnings when its
implied fair value is less than its carrying amount.
As of September 28, 2002 the amounts assigned to goodwill and intangibles are
preliminary as the valuations and other studies which will provide the basis
for the allocation of fair value to assets and liabilities has not progressed
to a stage where there is sufficient information to make a final allocation in
the accompanying financial statements. In addition, the amount assigned to
goodwill has not yet been allocated to the Company's operating segments due
to the preliminary nature of this information.
As outlined in SFAS No. 142, certain intangibles with a finite life, however,
are required to continue to be amortized. The following schedule sets forth the
major classes of intangible assets held by the Company:
9
(Dollars in Thousands)
Successor Predecessor
September 28, June 29,
2002 2002
------------- ----------
Amortized intangibles:
Covenants not to compete $ 754 $ 2,478
Other 10,406 12,000
Less: accumulated amortization (143) (3,173)
-------- -------
Amortized intangibles, net 11,017 11,305
Unamortized intangibles:
Trademarks 200,000 0
-------- -------
Total intangible assets, net $211,017 $11,305
======== =======
The aggregate amortization expense associated with intangible assets was
approximately $0.1 million for both the fiscal 2003 predecessor and fiscal 2003
successor periods, respectively, and $0.3 million for the first quarter of
fiscal 2002. The aggregate amortization expense for each of the five succeeding
fiscal years is estimated as follows:
(Dollars in Thousands)
2004 $915
2005 891
2006 891
2007 760
2008 752
NOTE 7. DEBT
Summary of Long-Term Debt:
(Dollars in Thousands)
Successor Predecessor
September 28, June 29,
2002 2002
------------- ------------
Revolving Credit Facility $ 16,400 $ 0
Term Loan Facility 270,000 400,800
Senior Subordinated Notes 208,090 200,015
Subordinated Promissory Note (net of discount) 33,653 32,696
Other 4,169 4,462
-------- --------
Total debt 532,312 637,973
Less current portion (6,145) (14,916)
-------- --------
Total long-term debt $526,167 $623,057
======== ========
Bank Debt:
In connection with the Transaction, Agrilink Foods and certain of its
subsidiaries entered into a senior secured credit facility (the "Senior Credit
Facility") in the amount of $470.0 million with a syndicate of banks and other
lenders arranged by JPMorgan Chase Bank ("JPMorgan Chase Bank"), as
administrative and collateral agent. The Company's obligations under the
Senior Credit Facility are collateralized by a first-priority lien on:
(a) substantially all existing or after-acquired assets, tangible or
intangible, and (b) the capital stock of certain of the Company's subsidiaries.
The Senior Credit Facility is comprised of (i) a $200.0 million senior
secured revolving credit facility (the "Revolving Credit Facility") and
(ii) a $270.0 million senior secured B term loan (the "Term Loan Facility").
The Revolving Credit Facility has a maturity of five years and allows up
to $40.0 million to be available in the form of letters of credit. The
Term Loan Facility has a maturity of six years.
The Senior Credit Facility bears interest at the Company's option, at a base
rate or LIBOR plus, in each case, an applicable percentage. The appropriate
applicable percentage corresponds to the Company's Consolidated Leverage Ratio,
as defined by the senior credit agreement (the "Senior Credit Agreement").
Initially the Senior Credit Agreement bears interest in the case of base rate
loans at the base rate plus (i) 1.75 percent for loans under the Revolving
Credit Facility, and (ii) 2.00 percent for loans under the Term Loan Facility or
in the case of LIBOR loans at LIBOR plus (i) 2.75 percent for loans under the
Revolving Credit Facility and (ii) 3.00 percent for loans under the Term Loan
10
Facility. The initial unused commitment fee is 0.50 percent on the daily average
unused commitment under the Revolving Credit Facility and varies based on the
Company's Consolidated Leverage Ratio.
Commencing December 31, 2002, the Term Loan Facility will require payments in
equal quarterly installments in the amount of $675,000 until its final maturity
in August 2008 upon which the balance will be due. The Term Loan Facility is
also subject to mandatory prepayments under various scenarios as defined in the
Senior Credit Agreement. Provisions of the Senior Credit Agreement require that
annual payments, within 105 days after the end of each fiscal year, in the
amount of "excess cash flow" be utilized to prepay the commitment at an
applicable percentage that corresponds to the Company's leverage ratio.
The Senior Credit Facility contains customary covenants and restrictions on the
Company's activities, including but not limited to: (i) limitations on the
incurrence of indebtedness; (ii) limitations on sale-leaseback transactions,
liens, investments, loans, advances, guarantees, acquisitions, asset sales, and
certain hedging agreements; and (iii) limitations on transactions with
affiliates and other distributions. The Senior Credit Facility also contains
financial covenants which provide for a maximum average debt to EBITDA ratio,
a maximum average senior debt to EBITDA ratio, and a minimum EBITDA
to interest expense ratio. The Company is in compliance with all
covenants, restrictions, and requirements under the terms of the Senior Credit
Facility. The proceeds of the Term Loan Facility and borrowings under the
Revolving Credit Facility, together with Vestar's $175.0 million investment,
were used to repay and terminate Agrilink Foods' indebtedness under its senior
credit facilities with Harris Trust and Savings Bank and the lenders thereunder,
to consummate the Transaction, and to pay related fees and expenses incurred in
the Transaction.
Senior Subordinated Notes: Agrilink Foods has outstanding $200.0 million of
11 7/8 percent Senior Subordinated Notes (the "Notes"), due 2008. In connection
with the Transaction, the Company recorded the Notes at estimated fair value,
$208.2 million. The $8.2 million premium will be amortized against interest
expense over the life of the Notes.
NOTE 8. OPERATING SEGMENTS
The Company is organized by product line for management reporting, with
operating income being the primary measure of segment profitability.
Accordingly, no items below operating earnings are allocated to segments. The
Company's four primary operating segments are as follows: vegetables, fruits,
snacks, and canned meals.
The vegetable product line consists of canned and frozen vegetables, chili
beans, and various other products. Branded products within the vegetable
category include Birds Eye, Birds Eye Voila!, Birds Eye Simply Grillin', Birds
Eye Hearty Spoonfuls, Veg-All, Freshlike, McKenzies, and Brooks Chili Beans. The
fruit product line consists of canned and frozen fruits including fruit fillings
and toppings. Branded products within the fruit category include Comstock and
Wilderness. The snack product line consists of potato chips and other corn-based
snack items. Branded products within the snack category include Tim's Cascade
Chips, Snyder of Berlin, Husman, La Restaurante, Erin's, and Flavor
Destinations. The canned meal product line includes canned meat products such as
chilies, stew, soups, and various other ready-to-eat prepared meals. Branded
products within the canned meal category include Nalley. The Company's other
product lines primarily represent salad dressings. Branded products within the
other category include Bernstein's and Nalley.
11
The following table illustrates the Company's operating segment information:
(Dollars in Millions)
Successor Predecessor Predecessor
August 19, 2002 - June 30, 2002 - Three Months Ended
September 28, 2002 August 18, 2002 September 29, 2001
------------------- --------------- ------------------
Net Sales:
Vegetables $ 73.4 $ 69.5 $176.5
Fruits 13.6 12.2 24.9
Snacks 9.4 10.6 20.2
Canned Meals 6.4 4.5 12.4
Other 3.6 4.9 9.6
------ ------ ------
Total continuing segments $106.4 $101.7 $243.6
====== ====== ======
Operating income:
Vegetables $ 2.7 $ 3.8 $ 4.8
Fruits 4.1 2.4 4.2
Snacks 1.5 1.5 2.7
Canned Meals 0.6 0.3 1.9
Other 0.3 0.4 0.7
------ ------ ------
Operating income before nonrecurring items 9.2 8.4 14.3
Restructuring 0.0 0.0 (1.1)
Gain from pension curtailment 0.0 0.0 2.5
------ ------ ------
Operating income before dividing with Pro-Fac 9.2 8.4 15.7
Interest expense (6.4) (7.8) (18.8)
------ ------ ------
Pretax income/(loss) from continuing operations
and before dividing with Pro-Fac $ 2.8 $ 0.6 $ (3.1)
====== ====== ======
NOTE 9. SUBSIDIARY GUARANTORS
Kennedy Endeavors, Incorporated and Linden Oaks Corporation, wholly-owned
subsidiaries of the Company ("Subsidiary Guarantors"), and Pro-Fac (Pro-Fac
files periodic reports under the Securities Exchange Act of 1934, Commission
File Number 0-20539) have jointly and severally, fully and unconditionally
guaranteed, on a senior subordinated basis, the obligations of the Company
with respect to the Company's 11 7/8 percent Senior Subordinated Notes
due 2008 (the "Notes"). In addition, the Subsidiary Guarantors have jointly
and severally, fully and unconditionally guaranteed the obligations of the
Company with respect to the Company's bank debt. The covenants in the Notes
and the bank debt do not restrict the ability of the Subsidiary Guarantors to
make cash distributions to the Company.
Presented below is condensed consolidating financial information for (i)
Agrilink Foods, (ii) the subsidiary guarantors, and (iii) non-guarantor
subsidiaries. The condensed consolidating financial information has been
presented to show the nature of assets held, results of operations, and cash
flow of the Company and its Subsidiary Guarantors and non-guarantor subsidiaries
in accordance with Securities and Exchange Commission Financial Reporting
Release No. 55.
12
Predecessor
Statement of Operations
June 30, 2002 - August 18, 2002
------------------------------------------------------------------------
Agrilink Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors Subsidiaries Entries Consolidated
---------- ---------- ------------ ----------- ------------
(Dollars in Thousands)
Net sales $ 99,188 $ 2,476 $ 1,069 $(1,069) $101,664
Cost of sales (76,505) (1,611) (1,432) 1,432 (78,116)
-------- ------- ------- ------- --------
Gross profit/(loss) 22,683 865 (363) 363 23,548
Selling, administrative, and
general expenses (14,946) (488) 0 0 (15,434)
Other (expense)/income (5,507) 5,507 41 (41) 0
Income from joint venture 277 0 0 0 277
-------- ------- ------- ------- --------
Operating income/(loss) before
discontinued operations 2,507 5,884 (322) 322 8,391
Interest (expense)/income (9,069) 1,322 0 0 (7,747)
-------- ------- ------- ------- --------
Pretax income/(loss) before
discontinued operations (6,562) 7,206 (322) 322 644
Tax benefit/(provision) 2,354 (2,572) (46) 0 (264)
-------- ------- ------- ------- --------
Net (loss)/income before discontinued
operations (4,208) 4,634 (368) 322 380
Discontinued operations (net of tax
benefit of $205) (295) 0 0 0 (295)
-------- ------- ------- ------- --------
Net (loss)/income $ (4,503) $ 4,634 $ (368) $ 322 $ 85
======== ======= ======= ======= ========
Successor
Statement of Operations
August 19, 2002 - September 28, 2002
------------------------------------------------------------------------
Agrilink Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors Subsidiaries Entries Consolidated
---------- ---------- ------------ ----------- ------------
(Dollars in Thousands)
Net sales $104,513 $ 1,932 $ 353 $(353) $106,445
Cost of sales (80,776) (1,225) (697) 697 (82,001)
-------- ------- ----- ----- --------
Gross profit/(loss) 23,737 707 (344) 344 24,444
Selling, administrative, and
general expenses (15,074) (398) 0 0 (15,472)
Other income/(expense) (5,309) 5,309 12 (12) 0
Income from joint venture 263 0 0 0 263
-------- ------- ----- ----- --------
Operating income/(loss) before
discontinued operations 3,617 5,618 (332) 332 9,235
Interest (expense)/income (7,553) 1,134 0 0 (6,419)
-------- ------- ----- ----- --------
Pretax income/(loss) before
discontinued operations (3,936) 6,752 (332) 332 2,816
Tax benefit/(provision) 1,375 (2,437) (93) 0 (1,155)
-------- ------- ----- ----- --------
Net (loss)/income before
discontinued operations (2,561) 4,315 (425) 332 1,661
Discontinued operations (net of a tax
benefit of $131) (186) 0 0 0 (186)
-------- ------- ----- ----- --------
Net loss/(income) $ (2,747) $ 4,315 $(425) $ 332 $ 1,475
======== ======= ===== ===== ========
13
Successor
Balance Sheet
September 28, 2002
------------------------------------------------------------------------
Agrilink Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors Subsidiaries Entries Consolidated
---------- ---------- ------------ ----------- ------------
(Dollars in Thousands)
Assets
Cash and cash equivalents $ 4,650 $ 224 $ 290 $ 0 $ 5,164
Accounts receivable, net 80,580 2,676 0 0 83,256
Inventories -
Finished goods 341,543 299 87 0 341,929
Raw materials and supplies 27,532 601 128 0 28,261
---------- -------- ------ --------- ----------
Total inventories 369,075 900 215 0 370,190
Other current assets 19,682 25 1,115 0 20,822
---------- -------- ------ --------- ----------
Total current assets 473,987 3,825 1,620 0 479,432
Property, plant and equipment, net 220,271 3,744 3,379 0 227,394
Investment in subsidiaries 315,266 0 0 (315,266) 0
Goodwill and other intangible
assets, net 25,035 210,313 0 0 235,348
Other assets 62,321 96,853 0 (96,552) 62,622
---------- -------- ------ --------- ----------
Total assets $1,096,880 $314,735 $4,999 $(411,818) $1,004,796
========== ======== ====== ========= ==========
Liabilities and Shareholder's Equity
Current portion of long-term debt $ 6,145 $ 0 $ 0 $ 0 $ 6,145
Current portion of Termination
Agreement with Pro-Fac 8,693 0 0 0 8,693
Accounts payable 80,132 484 322 0 80,938
Accrued interest 12,082 0 0 0 12,082
Intercompany loans 601 (601) 0 0 0
Other current liabilities 70,793 3,341 922 0 75,056
---------- -------- ------ --------- ----------
Total current liabilities 178,446 3,224 1,244 0 182,914
Long-term debt 526,167 0 0 0 526,167
Long-term portion of Termination
Agreement with Pro-Fac 27,276 0 0 0 27,276
Other non-current liabilities 162,061 0 0 (96,552) 65,509
---------- -------- ------ --------- ----------
Total liabilities 893,950 3,224 1,244 (96,552) 801,866
Shareholder's equity 202,930 311,511 3,755 (315,266) 202,930
---------- -------- ------ --------- ----------
Total liabilities and
shareholder's equity $1,096,880 $314,735 $4,999 $(411,818) $1,004,796
========== ======== ====== ========= ==========
14
Predecessor
Statement of Cash Flows
June 30, 2002 - August 18, 2002
------------------------------------------------------------------
Agrilink Subsidiary Non-Guarantor Eliminating
(Dollars in Thousands) Foods, Inc. Guarantors Subsidiaries Entries Consolidated
----------- ---------- ------------ ----------- ------------
Cash Flows From Operating Activities:
Net (loss)/income $ (4,503) $ 4,634 $ (368) $ 322 $ 85
Adjustments to reconcile net (loss)/income to net
cash (used in)/provided by operating activities -
Depreciation 3,741 69 23 0 3,833
Amortization of certain intangible assets 50 94 0 0 144
Amortization of debt issue costs, amendment costs,
debt discounts and premiums, and interest in-kind 1,201 0 0 0 1,201
Equity in undistributed earnings of joint venture (277) 0 0 0 (277)
Change in working capital (28,911) (4,860) 1,252 (322) (32,841)
-------- ------- ------ ----- --------
Net cash (used in)/provided by operating activities (28,699) (63) 907 0 (27,855)
Cash Flows From Investing Activities:
Purchase of property, plant, and equipment (2,181) 0 (6) 0 (2,187)
Advances to joint venture (1,512) 0 0 0 (1,512)
Proceeds from investment in CoBank 1,115 0 0 0 1,115
-------- ------- ------ ----- --------
Net cash used in investing activities (2,578) 0 (6) 0 (2,584)
Cash Flows From Financing Activities:
Net proceeds from old revolving credit facility 22,000 0 0 0 22,000
Payments on long-term debt (292) 0 0 0 (292)
Payments on capital leases (38) 0 0 0 (38)
-------- ------- ------ ----- --------
Net cash provided by financing activities 21,670 0 0 0 21,670
Net change in cash and cash equivalents (9,607) (63) 901 0 (8,769)
Cash and cash equivalents at beginning of period 14,243 121 322 0 14,686
-------- ------- ------ ----- --------
Cash and cash equivalents at end of period $ 4,636 $ 58 $1,223 $ 0 $ 5,917
======== ======= ====== ===== ========
15
Successor
Statement of Cash Flows
August 19, 2002 - September 28, 2002
------------------------------------------------------------------
Agrilink Subsidiary Non-Guarantor Eliminating
(Dollars in Thousands) Foods, Inc. Guarantors Subsidiaries Entries Consolidated
----------- ---------- ------------ ----------- ------------
Cash Flows From Operating Activities:
Net (loss)/income $ (2,747) $ 4,315 $ (425) $ 332 $ 1,475
Adjustments to reconcile net income/(loss) to cash
(used in)/provided by operating activities -
Depreciation 3,723 70 45 0 3,838
Amortization of certain intangible assets 49 94 0 0 143
Amortization of debt issue costs, amendment costs,
debt discounts and premiums, and interest in-kind 1,168 0 0 0 1,168
Equity in undistributed earnings of joint venture (187) 0 0 0 (187)
Change in working capital (5,896) (4,313) (540) (332) (11,081)
--------- ------- ------ ----- ---------
Net cash (used in)/provided by operating activities (3,890) 166 (920) 0 (4,644)
Cash Flows From Investing Activities:
Purchase of property, plant, and equipment (1,779) 0 (13) 0 (1,792)
Advances to joint venture (1,117) 0 0 0 (1,117)
--------- ------- ------ ----- ---------
Net cash used in investing activities (2,896) 0 (13) 0 (2,909)
Cash Flows From Financing Activities:
Payments on old revolving credit facility (22,000) 0 0 0 (22,000)
Net proceeds from new revolving credit facility 16,400 0 0 0 16,400
Proceeds from issuance of long-term debt 270,000 0 0 0 270,000
Agrilink Holdings, Inc. investment 175,591 0 0 0 175,591
Payments on long-term debt (400,800) 0 0 0 (400,800)
Payments on Termination Agreement with
Pro-Fac Cooperative, Inc. (4,000) 0 0 0 (4,000)
Payments on capital lease (77) 0 0 0 (77)
Cash paid for debt issuance costs (22,314) 0 0 0 (22,314)
Cash paid for transaction fees (6,000) 0 0 0 (6,000)
--------- ------- ------ ----- ---------
Net cash provided by financing activities 6,800 0 0 0 6,800
Net change in cash and cash equivalents 14 166 (933) 0 (753)
Cash and cash equivalents at beginning of period 4,636 58 1,223 0 5,917
--------- ------- ------ ----- ---------
Cash and cash equivalents at end of period $ 4,650 $ 224 $ 290 $ 0 $ 5,164
========= ======= ====== ===== =========
16
Predecessor
Statement of Operations
Three Months Ended September 29, 2001
---------------------------------------------------------------------
Agrilink Guarantor Non-Guarantor Eliminating
Foods, Inc. Subsidiaries Subsidiaries Entries Consolidated
----------- ------------ ------------- ----------- ------------
(Dollars in Thousands)
Net sales $ 239,343 $ 4,245 $ 2,566 $ (2,566) $ 243,588
Cost of sales (194,080) (2,887) (2,719) 2,719 (196,967)
----------- ---------- ---------- --------- -----------
Gross profit 45,263 1,358 (153) 153 46,621
Other income/(expense) (11,746) 13,168 22 (22) 1,422
Selling, administrative, and general expenses (31,865) (727) 0 0 (32,592)
Income from joint venture 248 0 0 0 248
----------- ---------- ---------- --------- -----------
Operating income before dividing with Pro-Fac 1,900 13,799 (131) 131 15,699
Interest (expense)/income (21,419) 2,632 0 0 (18,787)
----------- ---------- ---------- --------- -----------
Pretax (loss)/income before dividing with Pro-Fac (19,519) 16,431 (131) 131 (3,088)
Pro-Fac share of loss 2,256 0 0 0 2,256
----------- ---------- ---------- --------- -----------
Pretax (loss)/income before discontinued operations (17,263) 16,431 (131) 131 (832)
Tax benefit/(provision) 6,331 (5,837) (127) 0 367
----------- ---------- ---------- --------- -----------
Income/(loss) before discontinued operations (10,932) 10,594 (258) 131 (465)
Discontinued operations (net of a tax
benefit of $627) (797) 0 0 0 (797)
----------- ---------- ---------- --------- -----------
Net (loss)/income $ (11,729) $ 10,594 $ (258) $ 131 $ (1,262)
=========== ========== ========== ========= ===========
Predecessor
Statement of Cash Flows
Three Months Ended September 29, 2001
---------------------------------------------------------------------
Agrilink Guarantor Non-Guarantor Eliminating
Foods, Inc. Subsidiaries Subsidiaries Entries Consolidated
----------- ------------ ------------- ----------- ------------
(Dollars in Thousands)
Cash Flows From Operating Activities:
Net (loss)/income $(11,729) $ 10,594 $ (258) $ 131 $ (1,262)
Adjustments to reconcile net (loss)/income to net
cash (used in)/provided by operating activities -
Depreciation 7,450 136 77 0 7,663
Amortization of certain intangible assets 296 0 0 0 296
Amortization of debt issue costs, amendment
costs, debt discounts and premiums, and
interest in-kind 1,355 0 0 0 1,355
Equity in undistributed earnings of joint
venture (205) 0 0 0 (205)
Change in working capital (120,765) (10,697) 1,239 (131) (130,354)
----------- --------- ---------- ---------- -----------
Net cash (used in)/provided by operating activities (123,598) 33 1,058 0 (122,507)
Cash Flows From Investing Activities:
Purchase of property, plant, and equipment (3,516) 0 0 0 (3,516)
Proceeds from disposals 20 0 0 0 20
Advances to joint venture (1,106) 0 0 0 (1,106)
Proceeds from investment in CoBank 1,333 0 0 0 1,333
----------- --------- ---------- ---------- -----------
Net cash used in investing activities (3,269) 0 0 0 (3,269)
Cash Flows From Financing Activities:
Net proceeds from old revolving credit facility 130,900 0 0 0 130,900
Payments on long-term debt (2,998) 0 0 0 (2,998)
Cash paid for debt amendments (1,694) 0 0 0 (1,694)
----------- --------- ---------- ---------- -----------
Net cash provided by financing activities 126,208 0 0 0 126,208
Net change in cash and cash equivalents (659) 33 1,058 0 432
Cash and cash equivalents at beginning of period 7,624 21 11 0 7,656
----------- --------- ---------- ---------- -----------
Cash and cash equivalents at end of period $ 6,965 $ 54 $ 1,069 $ 0 $ 8,088
=========== ========= ========== ========== ===========
17
Predecessor
Balance Sheet
June 29, 2002
---------------------------------------------------------------------
Agrilink Guarantor Non-Guarantor Eliminating
Foods, Inc. Subsidiaries Subsidiaries Entries Consolidated
----------- ------------ ------------- ----------- ------------
(Dollars in Thousands)
Assets
Current assets:
Cash and cash equivalents $ 14,243 $ 121 $ 322 $ 0 $ 14,686
Accounts receivable, net 73,055 2,945 0 0 76,000
Inventories -
Finished goods 264,411 223 136 0 264,770
Raw materials and supplies 26,193 623 159 0 26,975
----------- ---------- ---------- ----------- -----------
Total inventories 290,604 846 295 0 291,745
Other current assets 55,839 (158) 257 0 55,938
----------- ---------- ---------- ----------- -----------
Total current assets 433,741 3,754 874 0 438,369
Property, plant and equipment, net 278,510 3,883 3,441 0 285,834
Investment in subsidiaries 163,093 0 0 (163,093) 0
Goodwill and other intangible assets, net 12,406 55,109 0 0 67,515
Other assets 65,777 103,655 0 (103,409) 66,023
----------- ---------- ---------- ----------- -----------
Total assets $ 953,527 $ 166,401 $ 4,315 $ (266,502) $ 857,741
=========== ========== ========== =========== ===========
Liabilities and Shareholder's Equity
Current liabilities:
Current portion of long-term debt $ 14,916 $ 0 $ 0 $ 0 $ 14,916
Accounts payable 70,225 836 137 0 71,198
Accrued interest 6,255 0 0 0 6,255
Intercompany loans (115) 275 (160) 0 0
Other current liabilities 43,319 5,712 823 0 49,854
----------- ---------- ---------- ----------- -----------
Total current liabilities 134,600 6,823 800 0 142,223
Long-term debt 623,057 0 0 0 623,057
Other non-current liabilities 134,855 0 0 (103,409) 31,446
----------- ---------- ---------- ----------- -----------
Total liabilities 892,512 6,823 800 (103,409) 796,726
Shareholder's equity 61,015 159,578 3,515 (163,093) 61,015
----------- ---------- ---------- ----------- -----------
Total liabilities and shareholder's equity $ 953,527 $ 166,401 $ 4,315 $ (266,502) $ 857,741
=========== ========== ========== =========== ===========
18
NOTE 10. OTHER MATTERS
Restructuring: On June 23, 2000, the Company sold its pickle business to Dean
Pickle and Specialty Product Company. As part of the transaction, Agrilink Foods
agreed to contract pack Nalley and Farman's pickle products for a period of two
years, ending June 2002. In anticipation of the completion of this co-pack
contract, the Company initiated restructuring activities for approximately 140
employees in that facility located in Tacoma, Washington. The total
restructuring charge amounted to $1.1 million and was primarily comprised of
employee termination benefits. As of September 28, 2002, $0.4 million remains
unpaid for this activity and will be liquidated within the next six months.
Gain from Pension Curtailment: In September 2001, the Company made the decision
to freeze benefits provided under its Master Salaried Retirement Plan. Under the
provisions of SFAS No. 88, "Accounting for Settlements and Curtailments of
Defined Benefit Pension Plans and for Termination Benefits," these benefit
changes resulted in the recognition of a $2.5 million net curtailment gain.
Legal Proceedings: On September 25, 2001, in the circuit court of Multnomah
County, Oregon, Blue Line Farms commenced a class action suit against the
Company, Pro-Fac Cooperative, Inc., Mr. Mike Shelby, and "Does" 1-50,
representing directors, officers, and agents of the corporate defendants.
The complaint alleges (i) fraud in operating PF Acquisitions II, Inc., a former
subsidiary of Pro-Fac, that conducted business under the name of AgriFrozen
Foods ("AgriFrozen"); (ii) breach of fiduciary duty in operating AgriFrozen;
(iii) negligent misrepresentation in operating AgriFrozen; (iv) breach of
contract against Pro-Fac; (v) breach of good faith and fair dealing against
Pro-Fac; (vi) conversion against Pro-Fac and the Company; (vii) intentional
interference with a contract against the Company; and (viii) statutory Oregon
securities law violations against Pro-Fac and separately against Mr. Shelby. The
complaint has since been amended to eliminate "Does" 1-50 as parties. The matter
is currently in federal district court in Oregon pending a decision by the
federal district court as to whether the matter should be remanded to the state
circuit court.
The relief sought includes (i) a demand for an accounting; (ii) injunctive
relief to compel the disclosure of documents; (iii) certification of the class;
(iv) damages of $50.0 million; (v) prejudgment and post-judgment interest; and
(vi) an award of costs and expenses including expert fees and attorney's fees.
Management believes this case is without merit and intends to defend vigorously
its position.
The Unit Purchase Agreement for the Transaction contains specific provisions
concerning the Blue Line Farms matter and other AgriFrozen related litigation of
Agrilink Foods. These provisions address the sharing of defense costs, as well
as judgment and settlement costs, between Agrilink Foods and Pro-Fac. On an
annual basis, Agrilink Foods has agreed to bear responsibility for the first
$300,000 of defense costs. In addition, Agrilink Foods agrees to bear
responsibility for one-half of defense costs in excess of $300,000 and for
one-half of judgment and settlement costs, subject to an aggregate cap of $3.0
million after which Pro-Fac is responsible for all costs. These provisions
regarding a sharing of costs apply specifically to the Blue Line Farms matter,
and the Seifer Trust matter, pending before the bankruptcy court in Eugene,
Oregon concerning a priority of lien issue. These provisions do not
apply to other AgriFrozen related litigation, the responsibility for which
is entirely with Pro-Fac.
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
From time to time, the Company makes oral and written statements that may
constitute "forward-looking statements" as defined in the Private Securities
Litigation Reform Act of 1995 (the "Act") or by the Securities and Exchange
Commission ("SEC") in its rules, regulations, and releases. The Company desires
to take advantage of the "safe harbor" provisions in the Act for forward-looking
statements made from time to time, including, but not limited to, the
forward-looking information contained in Management's Discussion and Analysis of
Financial Condition and Results of Operations and other statements made in this
Form 10-Q Equivalent and in other filings with the SEC.
The Company cautions readers that any such forward-looking statements made by or
on behalf of the Company are based on management's current expectations and
beliefs but are not guarantees of future performance. Actual results could
differ materially from those expressed or implied in the forward-looking
statements. Among the factors that could impact the Company include:
o the impact of strong competition in the food industry, including
competitive pricing;
o the impact of changes in consumer demand;
19
o the impact of weather on the volume and quality of raw product;
o the inherent risks in the marketplace associated with new product
introductions, including uncertainties about trade and consumer acceptance;
o the continuation of the Company's success in integrating operations
(including the realization of anticipated synergies in operations and the
timing of any such synergies), and the availability of acquisition and
alliance opportunities;
o the Company's ability to achieve gains in productivity and improvements in
capacity utilization;
o the Company's ability to service debt;
o interest rate fluctuations; and
o effectiveness of marketing and shifts in market demand.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The purpose of this discussion is to outline the significant reasons for changes
in the Unaudited Consolidated Statement of Operations in the first quarter of
fiscal 2003 versus such periods in fiscal 2002.
The unaudited consolidated financial statements include the results of Agrilink
Foods, Inc. ("Agrilink Foods" or the "Company"). On August 19, 2002, a majority
share of Agrilink Foods was indirectly acquired by Vestar/Agrilink Holdings LLC
and its affiliates (see NOTE 2 to the "Notes to Consolidated Financial
Statements"). In accordance with the guidelines for accounting for business
combinations, the investment by Vestar/Agrilink Holdings LLC and its affiliates
plus related purchase accounting adjustments have been "pushed down" and
recorded in Agrilink Foods' financial statements for the period subsequent to
August 18, 2002, resulting in a new basis of accounting for the "successor"
period. Information for the "predecessor" period prior to the transaction date
is presented on the Company's historical basis of accounting.
In order to provide a meaningful basis of comparing the Company's results of
operations, the results of operations for the "predecessor" period (June 30,
2002 to August 18, 2002) have been combined with the results of operations for
the "successor" period (August 19, 2002 to September 28, 2002). These combined
Company results have been compared to the comparable period in 2001.
Agrilink Foods has four primary product lines: vegetables, fruits, snacks and
canned meals. The majority of each of the product lines' net sales are within
the United States. In addition, the Company's operating facilities, excluding
one in Mexico, are within the United States.
The vegetable product line consists of canned and frozen vegetables, chili
beans, and various other products. Branded products within the vegetable product
line include Birds Eye, Birds Eye Voila!, Birds Eye Simply Grillin', Birds Eye
Hearty Spoonfuls, Freshlike, Veg-All, McKenzies, and Brooks Chili Beans. The
fruit product line consists of canned and frozen fruits including fruit fillings
and toppings. Branded products within the fruit category include Comstock and
Wilderness. The snack product line consists of potato chips and other corn-based
snack items. Branded products within the snack category include Tim's Cascade
Chips, Snyder of Berlin, Husman, La Restaurante, Erin's, and Flavor
Destinations. The canned meal product line includes canned meat products such as
chilies, stews, soups, and various other ready-to-eat prepared meals. Branded
products within the canned meal category include Nalley. The Company's other
product line primarily represents salad dressings. Branded products within this
category include Bernstein's and Nalley.
Reclassifications have been made to the segment presentation below for the prior
year to reflect an allocation of fixed costs associated with discontinued
operations. Management is currently focusing efforts on eliminating such costs.
20
The following tables illustrate the results of operations by product line for
the three-month period ended September 28, 2002 and September 29, 2001.
Net Sales
(Dollars in Millions)
Three Months Ended
----------------------------------------
September 28, September 29,
2002 2001
----------------- -----------------
% of % of
$ Total $ Total
------ ----- ------ -----
Vegetables $142.9 68.7% $176.5 72.5%
Fruits 25.8 12.4 24.9 10.2
Snacks 20.0 9.6 20.2 8.3
Canned Meals 10.9 5.2 12.4 5.1
Other 8.5 4.1 9.6 3.9
------ ----- ------ -----
Continuing segments $208.1 100.0% $243.6 100.0%
====== ===== ====== =====
Operating Income(1)
(Dollars in Millions)
Three Months Ended
----------------------------------------
September 28, September 29,
2002 2001
----------------- -----------------
% of % of
$ Total $ Total
------ ----- ------ -----
Vegetables $ 6.5 36.9% $ 4.8 33.6%
Fruits 6.5 36.9 4.2 29.4
Snacks 3.0 17.1 2.7 18.8
Canned Meals 0.9 5.1 1.9 13.3
Other 0.7 4.0 0.7 4.9
------ ----- ------ -----
Continuing segments $ 17.6 100.0% $ 14.3 100.0%
====== ===== ====== =====
(1) Excludes the gain from pension curtailment and restructuring charges. See
NOTE 10 to the "Notes to Consolidated Financial Statements."
EBITDA(1,2)
(Dollars in Millions)
Three Months Ended
----------------------------------------
September 28, September 29,
2002 2001
----------------- -----------------
% of % of
$ Total $ Total
------ ----- ------ -----
Vegetables $ 12.5 50.4% $ 10.5 49.5%
Fruits 7.2 29.1 5.0 23.6
Snacks 3.4 13.7 3.2 15.1
Canned Meals 1.2 4.8 2.1 9.9
Other 1.0 4.0 0.9 4.2
------ ----- ------ -----
Continuing segments 25.3 102.0 21.7 102.3
Discontinued operations(3) (0.5) (2.0) (0.5) (2.3)
------ ----- ------ -----
Total $ 24.8 100.0% $ 21.2 100.0%
====== ===== ====== =====
(1) Earnings before interest, taxes, depreciation, and amortization ("EBITDA")
is defined as the sum of pretax income before dividing with Pro-Fac, and
before interest expense, depreciation and amortization of goodwill and
other intangibles.
21
EBITDA should not be considered as an alternative to net income or cash
flows from operations or any other generally accepted accounting principles
measure of performance or as a measure of liquidity. EBITDA is included
herein because the Company believes EBITDA is a financial indicator of a
company's ability to service debt. EBITDA as calculated by Agrilink Foods
may not be comparable to calculations as presented by other companies.
(2) Excludes gain from pension curtailment and restructuring charges. See NOTE
10 to the "Notes to Consolidated Financial Statements."
(3) Represents the operating results of operations to be sold. See NOTE 3 to
the "Notes to Consolidated Financial Statements."
CHANGES FROM FIRST QUARTER FISCAL 2002 TO FIRST QUARTER FISCAL 2003
Net Sales: Net sales from continuing operations for the 2003 period were $208.1
million, a decrease of $35.5 million, or 14.6 percent, as compared to net sales
of $243.6 million in the 2002 period. The decrease in net sales is primarily due
to a $33.6 million decline in vegetable net sales resulting from the expiration
of two co-pack contracts and a decline in branded vegetable sales. See "Segment
Review" below for further detail.
Gross Profit: Gross profit in the 2003 period increased $1.4 million to $48.0
million, as compared to $46.6 million in the 2002 period. The Company's gross
profit margin increased to 23.1 percent from 19.1 percent in the prior year
period. The increase in gross margin is the result of lower production costs
realized from the Company's headcount reduction initiated in the second quarter
of fiscal 2002, manufacturing efficiencies, and a more favorable harvest . In
addition, the Company benefited from price increases implemented in the prior
year across many of its products.
Selling, Administrative and General Expenses: Selling, administrative and
general expenses in the 2003 period have decreased $1.7 million to $30.9
million, as compared to $32.6 million in the 2002 period. These savings were
primarily associated with the headcount reduction described above and continuing
company-wide cost containment initiatives.
Income from Joint Venture: This amount represents earnings received from the
investment in Great Lakes Kraut LLC, a joint venture between Agrilink Foods and
Flanagan Brothers, Inc. Income from the joint venture for the 2003 period
increased $0.3 million to $0.5 million, as compared to $0.2 million in the 2002
period.
Operating Income: Operating income from continuing operations (excluding the
gain from pension curtailment and restructuring charges described below) for the
2003 period was $17.6 million, an increase of $3.3 million, or 23.1 percent, as
compared to $14.3 million in the prior year period. This increase is
attributable to the factors discussed above. Increases in operating income
within vegetables, fruits, and snacks were $1.7 million, $2.3 million, and $0.3
million, respectively. Operating income for canned meals declined $1.0 million.
Significant variances are highlighted below in the "Segment Review."
Restructuring: On June 23, 2000, the Company sold its pickle business to Dean
Pickle and Specialty Product Company. As part of that sale agreement, Agrilink
Foods agreed to contract pack Nalley and Farman's pickle products at its Tacoma,
Washington, facility for a period of two years (through June 2002). Once it
became evident that Dean Pickle and Specialty Product Company would not be
extending this contract packing arrangement beyond its initial two year term,
the Company announced restructuring plans in the first quarter of fiscal 2002
and took a related charge to convert the Tacoma facility to alternate uses. The
restructuring charge was $1.1 million and primarily comprised of employee
termination benefits. As of September 28, 2002, $0.4 million remains unpaid for
this activity and will be liquidated within the next six months.
Gain from Pension Curtailment: During September 2001, the Company made the
decision to freeze benefits provided under its Master Salaried Retirement Plan.
Under the provisions of SFAS No. 88, "Accounting for Settlements and
Curtailments of Defined Benefit Pension Plans and for Termination Benefits,"
these benefit changes resulted in the recognition of a $2.5 million net
curtailment gain in the first quarter of fiscal 2002.
Interest Expense: Interest expense for the 2003 period was $14.2 million
compared to $18.8 million in the 2002 period. The reduction in interest expense
is due to lower debt levels resulting from the August 19, 2002 Transaction and a
decrease in the weighted average interest rate of 100 basis points owing to
general interest rate reductions.
Pro-Fac Share of Income: Historically, the Company's contractual relationship
with Pro-Fac was defined in the marketing and facilitation agreement (the "Old
Marketing and Facilitation Agreement"), which the Company and Pro-Fac entered
into in November 1994. Under the Old Marketing and Facilitation Agreement, in
any year in which the Company had earnings on products which were processed from
crops supplied by Pro-Fac, the Company paid to Pro-Fac, as additional patronage
income, 90 percent of such earnings, but in no case more than 50 percent of all
pretax earnings of the Company. In years in which the Company had losses on
22
Pro-Fac products, the Company reduced the commercial market value it would
otherwise pay to Pro-Fac by 90 percent of such losses, but in no case by more
than 50 percent of all pretax losses of the Company. Earnings and losses were
determined at the end of the fiscal year, but were accrued on an estimated basis
during the year. The Amended and Restated Marketing and Facilitation Agreement,
entered into on August 19, 2002, in connection with the Transaction, does not
permit Agrilink Foods to offset its losses against the price paid for Pro-Fac
products or require Agrilink Foods to share its profits on Pro-Fac products with
Pro-Fac for any period subsequent to the end of Agrilink Food's fiscal 2002
year.
Tax (Provision)/Benefit: Provision for income taxes in the 2003 period was $1.4
million compared to a tax benefit of $0.4 million in the 2002 period. The
variance in the amounts recorded is attributable to the change in earnings
before tax.
Net Income/(Loss): Net income for the 2003 period was $1.6 million compared to
a loss of $1.3 million in the 2002 period due to the factors noted above.
SEGMENT REVIEW
A detailed accounting of the significant reasons for changes in net sales and
EBITDA by product line is outlined below. EBITDA should not be considered as an
alternative to operating income, net income, or cash flows from operations or
any other generally accepted accounting principles measure of performance or as
a measure of liquidity. EBITDA is included herein because the Company believes
EBITDA is a financial indicator of a company's ability to service debt. EBITDA
as calculated by Agrilink Foods may not be comparable to calculations as
presented by other companies.
Vegetables: Vegetable net sales for the fiscal 2003 period were $142.9 million,
a decrease of $33.6 million, or 19.0 percent, as compared to $176.5 million in
the 2002 period. Net sales of the Company's branded vegetables decreased $13.0
million, or 13.4 percent. This decrease primarily was the result of industry
category declines and increased competitive pressures, particularly in the
Company's Birds Eye Voila! skillet meal product offering. In addition, branded
net sales were reduced by $4.5 million as a result of product placement costs,
or slotting fees associated with the launch of the Company's new frozen soup
offering, Birds Eye Hearty Spoonfuls.
Non-branded vegetable net sales declined $20.6 million primarily as a result of
the expiration of two co-pack contracts that contributed $17.9 million of net
sales in the prior year period.
The Company tracks retail sales in many of the categories in which it competes
using data from Information Resources, Inc. ("IRI"). IRI data are limited,
however, as it does not capture sales at many of the Company's customers
including Wal-Mart, Costco ,and others. IRI also does not track non-branded or
private label retail sales by manufacturer. According to IRI, the frozen
vegetable category declined 6.0 percent for the 12-week period ending September
15, 2002. Including management's estimate of the Company's share of the private
label market, the Company believes its overall market share in the frozen
vegetable category for the 12-week period ending September 15, 2002 was 31.0
percent compared to 32.6 percent for the 12-weeks ending September 16, 2001. The
home replacement skillet meal category for the 12-week period ending September
15, 2002 declined 19 percent. Market share for the Company's Birds Eye Voila!
skillet meal product offering for the 12-week period ending September 15, 2002
was 25.3 percent compared to 29.2 percent for the 12-week period ending
September 16, 2001.
EBITDA for the vegetable segment in the 2003 period increased $2.0 million, or
19.0 percent, to $12.5 million, as compared to $10.5 million in the prior year
period. The increase in EBITDA is primarily a result of price increases
initiated, lower operating costs due to the headcount reduction implemented in
the second quarter of fiscal 2002 and a more favorable harvest. These benefits
were partially offset by marketing expenses associated with the launch of Birds
Eye Hearty Spoonfuls.
Fruit: Fruit net sales for the 2003 period were $25.8 million, an increase of
$0.9 million or 3.6 percent, as compared $24.9 million in the 2002 period. This
increase primarily is associated with pricing actions taken on various cherry
items which the Company produces. The cherry crop harvested during the calendar
2002 growing season has been drastically affected by weather and it is estimated
that cherry costs will increase significantly. To offset this cherry cost
increase, management has implemented a price increase on cherry items effective
June 2002.
EBITDA for the fruit segment in the 2003 period increased $2.2 million, or 44.0
percent, to $7.2 million, as compared to $5.0 million in the prior year period.
The increase in EBITDA is largely the result of the recent price increases taken
on cherry items.
23
Snacks: Net sales for the snack segment were $20.0 million, a slight decrease of
$0.2 million, or 1.0 percent, as compared to $20.2 million in the 2002 period.
EBITDA for the snack segment in the 2003 period increased $0.2 million, or 6.3
percent, to $3.4 million, as compared to $3.2 million in the prior year period.
In fiscal 2002, the potato chip business was negatively affected by costs
associated with the expansion into new markets and additional manufacturing
costs associated with the transition of Tim's Cascade Style Potato Chips to a
larger facility. These costs have been mitigated or offset for the current year.
Canned Meals: Net sales for the canned meals segment were $10.9 million, a
decrease of $1.5 million, or 12.1 percent, as compared to $12.4 million in the
2002 period. The decrease in net sales is attributable to continued competitive
pressures within this category. EBITDA for the canned meals segment in the 2003
period declined $0.9 million, or 42.9 percent, to $1.2 million, as compared to
$2.1 million in the prior year period. The decline in EBITDA is largely the
result of the Company's decision to increase promotional spending to support
this product line.
Other: Net sales for the other segment, which is comprised primarily of salad
dressings, were $8.5 million, a decrease of $1.1 million, or 11.5 percent, as
compared to $9.6 million in the 2002 period. The decrease in net sales is
primarily attributable to the loss of a food service customer. The loss of this
customer is not anticipated to have a significant impact on the Company's
profitability as evidenced by the modest increase in EBITDA for the quarter.
EBITDA for the other segment for the 2003 period increased $0.1 million, or 11.1
percent, to $1.0 million, as compared to $0.9 million in the prior period.
LIQUIDITY AND CAPITAL RESOURCES
The following discussion highlights the major variances in the Unaudited
Consolidated Statement of Cash Flows for the first quarter of fiscal 2003
compared to the first quarter of fiscal 2002.
Given the seasonal nature of the Company's crop intake for use in the year-round
production of its products, Agrilink Foods generates significant negative cash
flow from operations in the first fiscal quarter of each year. While the first
quarter of 2003 was no exception, net cash used in operating activities
decreased by $90.0 million to $32.5 million, as compared to $122.5 million in
the 2002 period. This decrease is largely the result of a decline in cash used
to fund working capital needs. Accounts receivable increased by $7.3 million in
the current quarter as compared with a $22.2 million increase during the same
period last year, reflecting lower sales levels. Net inventories and prepaid
manufacturing expense increased $58.4 million in the current quarter as compared
with $82.9 million during the same period last year owing to recent management
initiatives to reduce the Company's inventory levels and the effects of a short
crop in certain commodities. Management believes these crop shortages will not
have a negative effect on the Company's ability to serve its customers. Accounts
payable and other expenses increased by $20.6 million in the current quarter as
compared with a $22.3 million decline during the same period last year.
Approximately $21.6 million of last year's first quarter decline in accounts
payable and accrued liabilities related to the payment of the remaining balance
on the Northwest Inventory Purchase, an event management considers to be
one-time in nature. Management will continue to focus its efforts on reducing
the Company's working capital needs.
Net cash used in investing activities for the 2003 period increased $2.2 million
to $5.5 million, as compared to $3.3 million in the prior year period. The
increase was largely the result of an incremental working capital advance of
$1.5 million to the Company's joint venture. Capital expenditures were $4.0
million for the 2003 period compared to $3.5 million in the prior year period.
The purchase of property, plant, and equipment was for general operating
purposes and is considered adequate to maintain its facilities in proper working
order.
Net cash provided by financing activities for the 2003 period was $28.5 million
compared to $126.2 million in the 2002 period, representing a $97.7 million
decline. Much of this decline is due to reduced borrowing needs driven by an
$87.8 million reduction in cash used in operating and investing activities
during the first quarter of 2003 as compared with the same period last year. The
Company also completed the Transaction during the current period, resulting in a
substantial refinancing of, and modification to, its capital structure. See
further discussion below and at NOTE 2, "The Transaction" to the "Notes to
Consolidated Financial Statements" included herein.
Senior Credit Facility: In connection with the Transaction and on August 19,
2002, Agrilink Foods and certain of its subsidiaries entered into a senior
secured credit facility (the "Senior Credit Facility") in the amount of $470.0
million with a syndicate of banks and other lenders arranged and managed by
JPMorgan Chase Bank ("JPMorgan Chase Bank"), as administrative and collateral
agent. The Senior Credit Facility is comprised of (i) a $200.0 million senior
secured revolving credit facility (the "Revolving Credit Facility") and (ii) a
$270.0 million senior secured B term loan (the "Term Loan Facility"). The Term
Loan Facility has a maturity of six years. The Revolving Credit Facility has a
maturity of five years and allows up to $40.0 million to be available in the
form of letters of credit.
24
As of September 28, 2002, (i) cash borrowings outstanding under the Revolving
Credit Facility were $16.4 million, (ii) there were $9.6 million in letters of
credit outstanding, and (iii) additional availability under the Revolving Credit
Facility, after taking into account the amount of borrowings and letters of
credit outstanding, was $174.0 million. The Company believes that the cash flow
generated by operations and the amounts available under the Revolving Credit
Facility provide adequate liquidity to fund working capital needs and
expenditures.
The Senior Credit Facility bears interest at the Company's option, at a base
rate or LIBOR plus, in each case, an applicable percentage. The appropriate
applicable percentage corresponds to the Company's Consolidated Leverage Ratio,
as defined by the Senior Credit Agreement. Initially the Senior Credit Agreement
bears interest in the case of base rate loans at the base rate plus (i) 1.75
percent for loans under the Revolving Credit Facility, and (ii) 2.00 percent for
loans under the Term Loan Facility or in the case of LIBOR loans at LIBOR plus
(i) 2.75 percent for loans under the Revolving Credit Facility and (ii) 3.00
percent for loans under the Term Loan Facility. The initial unused commitment
fee is 0.50 percent on the daily average unused commitment under the Revolving
Credit Facility and varies based on the Company's Consolidated Leverage Ratio.
Commencing December 31, 2002, the Term Loan Facility will require payments in
equal quarterly installments in the amount of $675,000 until its final maturity
in August 2008 upon which the balance will be due. The Term Loan Facility is
also subject to mandatory prepayments under various scenarios as defined in the
Senior Credit Agreement. Provisions of the New Credit Agreement require annual
payments, within 105 days after the end of each fiscal year, in the amount of
"excess cash flow" be utilized to prepay the Commitment at an applicable
percentage that corresponds to the Company's leverage ratio.
The Senior Credit Facility contains customary covenants and restrictions on the
Company's activities, including but not limited to: (i) limitations on the
incurrence of indebtedness; (ii) limitations on sale-leaseback transactions,
liens, investments, loans, advances, guarantees, acquisitions, asset sales, and
certain hedging agreements; and (iii) limitations on transactions with
affiliates and other distributions.
The Senior Credit Facility also contains financial covenants requiring the
Company to maintain a maximum average debt to EBITDA ratio, a maximum average
senior debt to EBITDA ratio, and a minimum EBITDA to interest expense ratio. As
of September 28, 2002, the Company was in compliance with all covenants,
restrictions, and requirements under the terms of the Senior Credit Facility.
The Company's obligations under the Senior Credit Facility are guaranteed by
Holdings Inc. and certain of the Company's subsidiaries.
Contractual Obligations: The following table summarizes the Company's expected
future contractual cash obligations for the fiscal years ended June:
(Dollars in Millions)
Contractual Obligations 2003 2004 2005 2006 2007 Thereafter Total
- ----------------------- ------ ------ ------ ------ ------ ---------- -------
Term Loan Facility $ 2.0 $2.7 $2.7 $2.7 $2.7 $257.2 $270.0
Senior Subordinated Notes - 11 7/8 Percent 0.0 0.0 0.0 0.0 0.0 200.0 200.0
Subordinated Promissory Note 0.0 0.0 0.0 0.0 0.0 32.7 32.7
Obligations under capital leases 1.1 0.9 0.8 0.8 0.5 0.0 4.1
Operating leases 6.4 5.3 4.7 3.5 2.1 4.9 26.9
Other 4.1 0.3 0.1 0.0 0.0 0.0 4.5
----- ---- ---- ---- ---- ------ ------
$13.6 $9.2 $8.3 $7.0 $5.3 $494.8 $538.2
===== ==== ==== ==== ==== ====== ======
CRITICAL ACCOUNTING POLICIES
The preparation of our consolidated financial statements requires us to make
estimates and assumptions that affect the reported amounts. The estimates and
assumptions are evaluated on a regular basis and are based on historical
experience and on various other factors that are believed to be reasonable.
Estimates and assumptions include, but are not limited to: inventories,
self-insurance programs, promotional activities, and identifiable intangible
assets, long-lived assets, and goodwill.
25
We believe that the following are considered our more critical estimates and
assumptions used in the preparation of our consolidated financial statements,
although not inclusive.
Inventories: Under the FIFO method, the cost of items sold is based upon the
cost of the first such items produced. As a result, the last such items produced
remain in inventory and the cost of these items are used to reflect ending
inventory. The Company prices its inventory at the lower of cost or market value
on the first-in, first-out (FIFO) method.
A reserve is established for the estimated aged surplus, spoiled or damaged
products, and discontinued inventory items and components. The amount of the
reserve is determined by analyzing inventory composition, expected usage,
historical and projected sales information, and other factors. Changes in sales
volume due to unexpected economic or competitive conditions are among the
factors that could result in materially different amounts for this item.
Self-insurance Programs: We record estimates for certain health and welfare and
workers' compensation costs that are self-insured programs. Should a greater
amount of claims occur compared to what was estimated or costs of medical care
increase beyond what was anticipated, reserves recorded may not be sufficient
and additional costs could be incurred.
Promotional Activities: Our promotional activities are conducted either through
the retail trade channel or directly with consumers and involve in-store
displays; feature price discounts on our products; consumer coupons; and similar
activities. The costs of these activities are generally recognized at the time
the related revenue is recorded, which normally precedes the actual cash
expenditure. The recognition of these costs therefore requires management's
judgment regarding the volume of promotional offers that will be redeemed by
either the retail trade channel or consumer. These estimates are made using
various techniques including historical data on performance of similar
promotional programs. Differences between estimated expense and actual
redemptions are normally insignificant and recognized as a change in management
estimate in a subsequent period. However, the likelihood exists of materially
different reported results if different assumptions or conditions were to
prevail.
Identifiable Intangible Assets, Long-Lived Assets, and Goodwill: The Company
assesses the carrying value of its identifiable intangible assets, long-lived
assets, and goodwill whenever events or changes in circumstances indicate that
the carrying amount of the underlying asset may not be recoverable. Certain
factors which may occur and indicate that an impairment exists include, but are
not limited to: significant under performance relative to historical or
projected future operating results; significant changes in the manner of the
Company's use of the underlying assets; and significant adverse industry or
market trends. In the event that the carrying value of assets are determined to
be unrecoverable, the Company would record an adjustment to the respective
carrying value.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company, as a result of its operating and financing activities, is exposed
to changes in foreign currency exchange rates, certain commodity prices, and
interest rates, which may adversely affect its results of operations and
financial position. In seeking to minimize the risks and/or costs associated
with such activities, the Company may enter into derivative contracts.
Foreign Currency: The Company manages its foreign currency related risk
primarily through the use of foreign currency forward contracts. The contracts
held by the Company are denominated in Mexican pesos.
The Company has entered into foreign currency forward contracts that are
designated as cash flow hedges of exchange rate risk related to forecasted
foreign currency-denominated intercompany sales. At September 28, 2002, the
Company had cash flow hedges for the Mexican peso with maturity dates ranging
from October 2002 to April 2003. At September 28, 2002, the fair value of the
open contracts was an after-tax loss of $0.5 million. Approximately $0.1 million
after-tax loss is recorded in accumulated other comprehensive income in
shareholder's equity for this swap. Amounts deferred to accumulated other
comprehensive income will be reclassified into cost of goods sold. During the
first quarter of fiscal 2003, approximately $0.1 million was reclassified from
other comprehensive income to cost of goods sold. Hedge ineffectiveness was
insignificant.
Foreign Currency
Forward Outstanding
-------------------
Contract amounts 105 million Mexican pesos
Weighted average settlement exchange rate 9.811%
Commodity Prices: The Company is exposed to commodity price risk related to
forecasted purchases of corrugated (unbleached kraftliner) in its manufacturing
process. To mitigate this risk, the Company entered into a swap agreement on
January 8, 2002 designated as a cash flow hedge of its forecasted corrugated
purchases. At September 28, 2002, the Company had an open swap hedging
approximately 65 percent of its planned corrugated requirements. The fair value,
as of September 28, 2002, of the agreement
26
is an after-tax gain of approximately $0.4 million. During the first quarter,
the fair value of the hedge was reduced by approximately $0.3 million (after
tax) due to a decline in the floating rate/short ton for unbleached kraftliner.
The termination date for the agreement is June 2003.
Swap
Corrugated Outstanding
(Unbleached Kraftliner)
---------------------------------
Notional amount 18,000 short tons
Average paid rate $400/short ton
Average receive rate Floating rate/short ton - $440
Maturities through June 2003
The Company is also exposed to commodity price risk related to forecasted
purchases of polyethylene in its manufacturing process. To mitigate this risk,
the Company entered into a swap agreement on April 11, 2002 designated as a cash
flow hedge of its forecasted polyethylene purchases. The swap hedges
approximately 80 percent of the Company's planned polyethylene requirements. The
fair value, as of September 28, 2002, of the agreement is approximately zero.
During the first quarter, the fair value of the hedge was increased by
approximately $0.1 million (after tax) in accumulated other comprehensive income
due to an increase in the floating rate/pound for polyethylene. The termination
date for the agreement is June 2003.
Swap
Polyethylene Outstanding
---------------------------------
Notional amount 4,166,662 pounds
Average paid rate $.355/pound
Average receive rate Floating rate $.360/pound
Maturities through June 2003
Interest Rates: The Company is exposed to interest rate risk primarily through
its borrowing activities. The majority of the Company's long-term borrowings are
variable rate instruments. In September 2001, the Company entered into an
interest rate cap agreement with a major financial institution. The Company
designates this interest rate cap as a cash flow hedge.
The Company paid a one-time fee for the cap of approximately $0.6 million. Due
to current borrowing rates available, the fair value of the interest rate cap
was adjusted to zero at September 28, 2002.
OTHER MATTERS
The vegetable and fruit portions of the business can be positively or negatively
affected by weather conditions nationally and the resulting impact on crop
yields. Favorable weather conditions can produce high crop yields and an
oversupply situation. This results in depressed selling prices and reduced
profitability on the inventory produced from that year's crops. Excessive rain
or drought conditions can produce low crop yields and a shortage situation. This
typically results in higher selling prices and increased profitability. While
the national supply situation controls the pricing, the supply can differ
regionally because of variations in weather.
The cherry crop resulting from the fiscal 2002 growing season has been
drastically affected by weather in the prime growing areas in Michigan. These
growing regions experienced early season warm weather followed by a hard freeze
that resulted in an estimated 66 percent reduction in the cherry crop compared
to historic harvest tonnage. It is estimated that both raw and frozen cherry
costs will significantly increase and may double. To offset the cherry cost
increase, management implemented a price increase on cherry items effective June
2002.
For the 2002 crop season, dry weather conditions in the Company's New York and
Midwest growing regions have reduced crop intake. While the reduction in crop
intake has negatively impacted the efficiency of various production operations,
management has initiated cost reduction steps and is actively pursuing
additional cost reduction initiatives in order to mitigate any crop-related
production cost increases.
MARKET AND INDUSTRY DATA
Unless otherwise stated herein, industry and market share data used throughout
this discussion was derived from industry sources believed by the Company to be
reliable including information provided by Information Resources, Inc. Such data
was obtained or
27
derived from consultants' reports and industry publications. Consultants'
reports and industry publications generally state that the information contained
therein has been obtained from sources believed to be reliable, but that the
accuracy and completeness of such information is not guaranteed. The Company has
not independently verified such data and makes no representation to its
accuracy.
ITEM 4. CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures, as defined in Rule
15d-14(c) promulgated under the Securities Exchange Act of 1934 (the "Exchange
Act"). Within the 90 days prior to the filing date of this report, the Company's
management, including the Company's chief executive officer and chief financial
officer, carried out an evaluation of the effectiveness of the design and
operation of the Company's disclosure controls and procedures. Based on the
evaluation of these disclosure controls and procedures, the chief executive
officer and chief financial officer concluded that the Company's disclosure
controls and procedures are effective.
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation.
28
PART II
ITEM 1. LEGAL PROCEEDINGS
See NOTE 10, Legal Proceedings, to the "Notes to Consolidated Financial
Statements" for information regarding legal proceedings, which information
is incorporated by reference in answer to this item.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
In order to facilitate the Transaction, the Company sought and obtained the
consent of the holders of its Senior Subordinated Notes - 11 7/8 percent
(due 2008) (the "Notes") to amend or waive certain provisions of the indenture
governing the Notes, dated as of November 18, 1998, between the Company, the
Guarantors named therein and IBJ Schroder Bank & Trust Company, Inc., as
Trustee (the "Indenture"). Approval of the proposed amendments was obtained on
July 22, 2002. Generally, the amendments sought and obtained, amended certain
covenants in the Indenture that, among other things, that restricted
the Company's ability to make certain payments and to engage in certain
transactions with affiliates, except in certain specified circumstances. These
covenants also restricted the Company's ability to consummate the proposed
investment by Vestar of $175.0 million in Agrilink Holdings LLC. The holders of
the Notes consented to, among other things, amendments to certain covenants and
restrictions on the Company's activities, and the removal of all requirements
of Pro-Fac, other than Pro-Fac's guarantee of the Notes and matters related to
Pro-Fac's guarantee of the Notes.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On August 19, 2002 Agrilink Holdings Inc., the sole shareholder of Agrilink
Foods, voted to change its corporate domicile to Delaware by means of a
reincorporation merger. Agrilink Foods reincorporated as a Delaware corporation
by merging with and into Agrilink Merger Corp., Agrilink Merger Corp.
continuing as the surviving corporation, and changed its name to "Agrilink
Foods, Inc." and is the successor to Agrilink Foods' business and operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit Number Description
-------------- -----------
2.1 Unit Purchase Agreement, dated June 20, 2002, together with
Exhibits H, I, and L thereto (filed as Exhibit 2.1 to the
Company's Form 8-K filed June 21, 2002, and incorporated
herein by reference).
2.2 Certificate of Merger of Agrilink Foods, Inc. and Agrilink
Merger Corp. (filed as Exhibit 2.2 to Agrilink Foods, Inc.'s
Form 10-K Equivalent for the fiscal year ended June 29, 2002
and incorporated herein by reference).
3.1 Restated Certificate of Incorporation of Agrilink Merger
Corp. (filed as Exhibit 3.1 to Agrilink Foods, Inc.'s Form
10-K Equivalent for the fiscal year ended June 29, 2002 and
incorporated herein by reference).
3.2 Bylaws of Agrilink Merger Corporation (filed as Exhibit 3.2
to Agrilink Foods, Inc.'s Form 10-K Equivalent for the
fiscal year ended June 29, 2002 and incorporated herein by
reference).
4.1 First Supplemental Indenture dated July 22, 2002 (amending
the Indenture dated as of November 18, 1998 between Agrilink
Foods, Inc., the Guarantors named therein, and IBJ Schroder
Bank & Trust Company, Inc., as Trustee (filed as Exhibit 4.3
to Agrilink Foods Inc.'s Form 10-K Equivalent for the fiscal
year ended June 29, 2002 and incorporated herein by
reference).
10.1 Amended and Restated Marketing and Facilitation Agreement
dated August 19, 2002 between Pro-Fac Cooperative, and
Agrilink Foods, Inc. (filed as Exhibit 99.3 to the Company's
Current Report on Form 8-K filed September 3, 2002 and
incorporated herein by reference).
29
Exhibit Number Description
-------------- -----------
10.2 Termination Agreement dated August 19, 2002 (filed as
Exhibit 99.2 to the Company's Current Report on Form 8-K
filed September 3, 2002 and incorporated herein by
reference).
10.3 Credit Agreement among the Company, Agrilink Holdings Inc.,
and JPMorgan Chase Bank and Bank of America, and the Lenders
from time to time party hereto, dated as of August 19, 2002
(filed as Exhibit 10.10 to Agrilink Foods Inc.'s Form 10-K
Equivalent for the fiscal year ended June 29, 2002 and
incorporated herein by reference).
10.4 Amendment to the Supplemental Executive Retirement Agreement
(filed as Exhibit 10.22 to Agrilink Foods Inc.'s Form 10-K
Equivalent for the fiscal year ended June 29, 2002 and
incorporated herein by reference).
10.5 Transitional Services Agreement dated August 19, 2002 (field
as Exhibit 99.4 to the Company's Current Report on Form 8-K
filed September 3, 2002 and incorporated herein by
reference).
10.6 Credit Agreement dated August 19, 2002 between Pro-Fac
Cooperative, Inc., as borrower, and Agrilink Foods, Inc., as
lender (filed as Exhibit 99.5 to the Company's Current
Report on Form 8-K filed September 3, 2002 and incorporated
herein by reference).
10.7 Securityholders Agreement dated August 19, 2002 among
Agrilink Holdings LLC, Pro-Fac Cooperative, Inc.,
Vestar/Agrilink Holdings LLC, and others (filed as Exhibit
99.6 to the Company's Current Report on Form 8-K filed
September 3, 2002 and incorporated herein by reference).
10.8 Limited Liability Company Agreement of Agrilink Holdings LLC
dated August 19, 2002 among Agrilink Holdings LLC, Pro-Fac
Cooperative, Inc., Vestar/Agrilink Holdings LLC, and others
(filed as Exhibit 99.7 to the Company's Current Report on
Form 8-K filed September 3, 2002 and incorporated herein by
reference).
10.9 Management Agreement dated August 19, 2002 among Agrilink
Foods, Inc., Agrilink Holdings Inc. and Vestar Capital
Partners (filed as Exhibit 99.8 to the Company's Current
Report on Form 8-K filed September 3, 2002 and incorporated
herein by reference).
(b) Reports on Form 8-K:
On July 1, 2002, the Company filed a report on Form 8-K to report an
Information Statement distributed by Pro-Fac Cooperative, Inc. to its
Common Members as of and for the year ending June 30, 2001 and as of
and for the nine months ending March 30, 2002.
On July 9, 2002, the Company filed a report on Form 8-K to report a
solicitation of consents from holders of its outstanding 11 7/8
percent Senior Subordinated Notes Due 2008 to facilitate the Vestar
equity investment.
On July 10, 2002, the Company filed a report on Form 8-K to file the
Consent Solicitation Statement regarding Consent Solicitation in
respect of all outstanding 11 7/8 percent Senior Subordinated Notes
Due 2008 of Agrilink Foods, Inc.
On July 24, 2002, the Company filed a report on Form 8-K to report the
results of bondholder consent solicitation.
On August 19, 2002, the Company filed a report on Form 8-K to report
the completion of equity investment.
On September 3, 2002, the Company filed a report on Form 8-K to report
a change in control.
30
SIGNATURES
The Company has duly caused this 10-Q Equivalent to be signed on its behalf by
the undersigned, thereunto duly authorized.
AGRILINK FOODS, INC.
Date: November 12, 2002 By: /s/ Earl L. Powers
------------------ --------------------------------
EARL L. POWERS
EXECUTIVE VICE PRESIDENT,
CHIEF FINANCIAL OFFICER and
SECRETARY
(On Behalf of the Registrant and as
Principal Financial Officer
and Principal Accounting Officer)
31
CERTIFICATION
I, Dennis M. Mullen, certify that:
1. I have reviewed this quarterly report on Form 10-Q Equivalent of Agrilink
Foods, Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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
quarterly report;
4. The registrant's other certifying officers 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
quarterly 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 quarterly report (the "Evaluation Date"); and
c) presented in this quarterly 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 officers 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 officers and I have indicated in this
quarterly report whether or not 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: November 12, 2002 /s/ Dennis M. Mullen
----------------- --------------------------------
DENNIS M. MULLEN
Chairman,
President and Chief Executive Officer
(Principal Executive Officer)
32
CERTIFICATION
I, Earl L. Powers, certify that:
1. I have reviewed this quarterly report on Form 10-Q Equivalent of Agrilink
Foods, Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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
quarterly report;
4. The registrant's other certifying officers 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
quarterly 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 quarterly report (the "Evaluation Date"); and
c) presented in this quarterly 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 officers 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 officers and I have indicated in this
quarterly report whether or not 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: November 12, 2002 /s/ Earl L. Powers
----------------- ------------------------------
EARL L. POWERS
Executive Vice President,
Chief Financial Officer
and Secretary
(Principal Financial Officer)
33