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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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Form 10-K Equivalent
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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(Mark One)
[ ] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended June 28, 2003
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Transition Period from _____ to _____
BIRDS EYE FOODS, INC.
(Exact name of registrant as specified in its charter)
Delaware 16-0845824
(State of incorporation) (IRS Employer Identification Number)
90 Linden Oaks, PO Box 20670, Rochester, NY 14602-0670
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (585) 383-1850
Securities Registered Pursuant to Section 12(b) of the Act: NONE
Securities Registered Pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES _______ NO _______
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ] Not Applicable
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).
YES NO X
------- -------
The registrant's common stock is not publicly traded.
Aggregate market value of voting and non-voting common equity held by
non-affiliates of the registrant:
NONE
Number of common shares outstanding at September 26, 2003:
Common Stock: 11,000
* This Form 10-K Equivalent is only being filed pursuant to a requirement
contained in the indenture governing Birds Eye Foods, Inc.'s 11 7/8 Percent
Senior Subordinated Notes Due 2008.
---------------------------------------------
1 of 80 Pages
FORM 10-K EQUIVALENT ANNUAL REPORT - FISCAL YEAR 2003
BIRDS EYE FOODS, INC.
TABLE OF CONTENTS
PART I
PAGE
Cautionary Statement on Forward-Looking Statements.................................................. 3
ITEM 1. Description of Business
General Development of Business..................................................................... 3
Narrative Description of Business .................................................................. 4
Financial Information About Industry Segments....................................................... 5
Packaging and Distribution.......................................................................... 5
Trademarks.......................................................................................... 6
Raw Material Sources................................................................................ 6
Environmental Matters............................................................................... 6
Seasonality of Business............................................................................. 7
Practices Concerning Working Capital................................................................ 7
Significant Customers............................................................................... 7
Backlog of Orders................................................................................... 7
Business Subject to Governmental Contracts.......................................................... 8
Competitive Conditions.............................................................................. 8
Market and Industry Data............................................................................ 8
New Products and Research and Development........................................................... 8
Employees........................................................................................... 9
ITEM 2. Description of Properties............................................................................... 9
ITEM 3. Legal Proceedings....................................................................................... 10
ITEM 4. Submission of Matters to a Vote of Security Holders..................................................... 10
PART II
ITEM 5. Market for Registrant's Common Equity and Related Security Holder Matters................................ 11
ITEM 6. Selected Financial Data.................................................................................. 11
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.................... 12
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk............................................... 23
ITEM 8. Financial Statements and Supplementary Data.............................................................. 25
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure..................... 63
ITEM 9A. Controls and Procedures.................................................................................. 63
PART III
ITEM 10. Directors and Executive Officers of the Registrant....................................................... 64
ITEM 11. Executive Compensation................................................................................... 67
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters........... 69
ITEM 13. Certain Relationships and Related Transactions........................................................... 71
PART IV
ITEM 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.......................................... 74
Signatures............................................................................................... 76
Exhibit Index............................................................................................ 78
2
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
From time to time, Birds Eye Foods, Inc. (the "Company" or "Birds Eye Foods") or
persons acting on behalf of Birds Eye Foods may make oral and written statements
that may constitute "forward-looking statements" as defined in the Private
Securities Litigation Reform Act of 1995 (the "PSLRA") 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 PSLRA for
forward-looking statements made from time to time, including, but not limited
to, the forward-looking information contained in the Management's Discussion and
Analysis of Financial Condition and Results of Operations and other statements
made in this Form 10-K 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. 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;
o the effectiveness of marketing and shifts in market demand;
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; and
o interest rate fluctuations.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL DEVELOPMENT OF BUSINESS
Birds Eye Foods, Inc. (formerly Agrilink Foods, Inc.) incorporated in 1961 and
based in Rochester, New York, is a leading producer and marketer of branded and
non-branded frozen vegetables and other food products. The terms "Company" and
"Birds Eye Foods" mean "Birds Eye Foods, Inc." and its subsidiaries unless the
context indicates otherwise. The Company has three primary segments in which it
operates, including: branded frozen products, branded dry products, and
non-branded products. The majority of each of the segments' 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.
Birds Eye Foods is the nation's leader in manufacturing and marketing of frozen
vegetables. The Company markets its branded frozen vegetable products under the
Birds Eye, Birds Eye Voila!, Birds Eye Simply Grillin', Birds Eye Hearty
Spoonfuls, Freshlike and McKenzie's names. In addition, Birds Eye Foods produces
branded dry products, including fruit fillings and toppings (Comstock and
Wilderness), chili and chili ingredients (Nalley and Brooks), salad dressings
(Bernstein's and Nalley), snacks (Tim's, Snyder of Berlin and Husman) and canned
vegetables (Freshlike). The Company's branded products are sold to customers
such as C&S Wholesale Grocers, Inc., DiGiorgio White Rose, Food Lion, Kroger,
Publix Super Markets, Inc., Roundy's, SuperValu, Wal-Mart/Sam's, and Winn-Dixie.
All of the major brands under which the Company markets its products are listed
below under "Trademarks."
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Birds Eye Foods also produces many products for non-branded markets which
include the private label, food service and industrial product lines. The
Company's private label products include frozen and canned vegetables, salad
dressings, salsa, chili products, fruit fillings and toppings, southern frozen
vegetable specialty products, and frozen breaded and battered products, which
are sold to customers such as Albertson's, Aldi, Inc., Associated Wholesale
Grocers, BJ's, Safeway, SuperValu, Wal-Mart/Sam's, Wegmans, Western Family, and
Winn-Dixie.
The Company's food service and industrial products include canned and frozen
vegetables, salad dressings, fruit fillings and toppings, southern frozen
vegetable specialty products, canned fruit and vegetables specialties, frozen
breaded and battered products, and canned and frozen fruit, which are sold to
customers such as ConAgra, Food Service of America, Gordon Food Service, Kraft
Foods, MBM Corporation, SYSCO, and US Food Service.
The percentage of net sales from products under brand names owned and promoted
by the Company amounted to approximately 64 percent in fiscal 2003, comprised of
39 percent of branded frozen net sales and 25 percent of branded dry net sales.
Non-branded items contributed 36 percent of net sales in fiscal 2003.
The Change in Control (the "Transaction"): The "Transaction" closed on August
19, 2002 (the "Closing Date"), pursuant to the terms of a Unit Purchase
Agreement dated June 20, 2002 (the "Unit Purchase Agreement") by and among Birds
Eye Foods, Vestar/Agrilink Holdings LLC ("Vestar/Agrilink Holdings"), and
Pro-Fac Cooperative, Inc. ("Pro-Fac"), which resulted in a change in control of
Birds Eye Foods. As part of the Transaction, Pro-Fac contributed all of its
shares of Birds Eye Foods, constituting 100 percent of the capital stock of
Birds Eye Foods, to Agrilink Holdings LLC ("Holdings LLC") in consideration for
Class B common units of Holdings LLC and Vestar/Agrilink Holdings, together with
certain co-investors (collectively, "Vestar") contributed $175.0 million to the
capital of Holdings LLC, in consideration for preferred units, Class A common
units, and warrants to purchase additional Class A common units. The warrants
were immediately exercised. As a result of the Transaction, Birds Eye Foods is
no longer a wholly-owned subsidiary of Pro-Fac. The transactions consummated
pursuant to the Unit Purchase Agreement are referred to herein collectively as
the "Transaction" and "predecessor" refers to Birds Eye Foods prior to the
Transaction. Prior to the Transaction, Birds Eye Foods was a wholly-owned
subsidiary of Pro-Fac. Pro-Fac is an agricultural cooperative corporation formed
in 1960 under the Cooperative Corporation Laws of New York to process and market
crops grown by its members. See NOTE 2 to the "Notes to Consolidated Financial
Statements" for further discussion.
NARRATIVE DESCRIPTION OF BUSINESS
In the fourth quarter of fiscal 2003, the Company changed its segments to
conform to new internal management reporting used to monitor and manage
financial performance. The Company now has three primary segments in which it
operates: branded frozen, branded dry, and non-branded. Historical segment
information has been reclassified to conform with this change. A description of
the Company's three primary segments follows:
Branded Frozen: The Company's branded frozen family of products includes
traditional frozen vegetables as well as value added products marketed under
recognizable consumer brands. The Birds Eye branded product lines include an
array of traditional frozen vegetables from peas, beans, and corn to roasted
potatoes and several varieties of vegetable blends. Baby vegetables and
vegetables with sauce provide yet another alternative in the portfolio of Birds
Eye frozen offerings. These products come in an array of sizes tailored to meet
the needs of consumers of small households and large families. In addition,
value added products under the Birds Eye umbrella include Birds Eye Voila! and
Birds Eye Simply Grillin'. Birds Eye Voila! is a frozen all-in-one meal
replacement product including vegetable blends, pasta or potatoes, and chicken,
steak or shrimp. Simply Grillin' is a pre-seasoned frozen vegetable,
ready-to-grill or oven-ready product. The Company also markets frozen fruit
products under the Birds Eye brand. In the first quarter of fiscal 2003, the
Company launched its newest value added product offering, Birds Eye Hearty
Spoonfuls, a vegetable based frozen soup bowl.
The Company's portfolio of other branded frozen products includes several
regional brands which command a strong market share in the geographies in which
they compete. Freshlike is a leading consumer brand of frozen vegetables in the
Midwest, and McKenzie's markets Southern-style vegetable products distributed
primarily in the Southern United States.
In fiscal 2003, net sales within the branded frozen segment represented
approximately 39 percent of the Company's total net sales.
Branded Dry: The Company's branded dry family of products includes a wide
variety of product offerings. The Company markets products under brands
including Comstock and Wilderness, well-known fruit fillings and toppings
consumer brands. The Company also markets snack items through regional brands
including Snyder of Berlin, Husman and Tim's. Snyder of Berlin competes in the
Mid-Atlantic states. Husman products are marketed in the Midwest, and Tim's
competes in the Pacific Northwest. In addition, the
4
Company competes in the salad dressing category with the Bernstein's and Nalley
brands marketed in the Pacific Northwest. Adding to the variety of items are
chili and chili ingredients marketed regionally under the Nalley and Brooks
brands in the Pacific Northwest and the Midwest, respectively. Freshlike branded
items consist of canned vegetables which are marketed regionally throughout the
Midwest. The Company commands a strong market share for its branded dry products
in the geographies in which they compete. Branded dry products represented
approximately 25 percent of the Company's net sales in fiscal 2003.
The Company also licenses the Birds Eye Fresh trademark to several fresh
vegetable partners.
Prior to March 2, 2003, the Company was a 50 percent partner with Flanagan
Brothers, Inc. ("Flanagan Brothers") in Great Lakes Kraut Company, LLC ("GLK"),
a producer and marketer of sauerkraut. This joint venture included the Silver
Floss and Krrrrisp Kraut brands. On March 2, 2003, the Company closed a
transaction pursuant to which the operating assets and liabilities of GLK were
transferred to a 100 percent owned subsidiary of Flanagan Brothers. See NOTE 7
to the "Notes to Consolidated Financial Statements."
Non-Branded: The Company's non-branded markets include its private label, food
service, and industrial product lines.
Birds Eye Foods is the largest producer of private label frozen vegetables in
the United States. Other private label product categories include fruit fillings
and toppings, salad dressings, salsa and chili. The Company supplies this
variety of products to large grocery store chains. Birds Eye Foods is the only
national manufacturer of both branded and private label frozen vegetable
products. Management believes that the Company's scale and depth of offerings
provide a significant competitive advantage.
Also included in the non-branded segment are the food service, industrial and
export product offerings. Food service products include both frozen and canned
vegetables, salad dressings, fruit fillings and toppings and canned and frozen
fruit. These food service products are marketed and sold to restaurant chains
and food service distributors. Industrial and export products primarily include
frozen vegetables and fruit which are sold to other food manufacturers for use
as ingredients in their products. Non-branded products represented approximately
36 percent of the Company's net sales in fiscal 2003.
Discontinued Operations: On September 25, 2002, the Company sold its applesauce
business to Knouse Foods. Applesauce had been produced in the Company's Red
Creek, New York and Fennville, Michigan facilities. This sale resulted in the
closure of the Red Creek, New York facility. The Michigan plant will continue to
operate as a production facility.
On March 14, 2003, the Company sold its popcorn business and production facility
in Ridgway, Illinois to Gilster-Mary Lee Corporation.
On June 27, 2003, the Company sold its Veg-All business to Allen Canning
Company. This sale resulted in the closure of the Company's Green Bay, Wisconsin
facility.
The net sales of the applesauce, popcorn and Veg-All businesses are included in
discontinued operations in the Company's financial statements in accordance with
Statement of Financial Accounting Standards ("SFAS") 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets." See NOTE 5 to the "Notes to
Consolidated Financial Statements" for additional disclosures regarding
discontinued operations.
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
The business of the Company is principally conducted in three industry segments:
branded frozen, branded dry, and non-branded. The financial statements for the
fiscal years ended June 28, 2003, June 29, 2002, and June 30, 2001, which are
included in this report, reflect information relating to those segments for each
of the Company's last three fiscal years, including revenues, income/(loss) and
total assets. See NOTE 13 to the "Notes to Consolidated Financial Statements"
for additional disclosures regarding segments.
PACKAGING AND DISTRIBUTION
The food products produced by the Company are distributed to various consumer
markets in all 50 states. International sales account for a small portion of the
Company's activities. The Company's products are primarily sold through food
brokers who sell primarily to supermarket chains and various institutional
entities. Snack products within the branded dry segment are primarily marketed
through distributors (some of which are owned and operated by the Company) who
sell directly to retail outlets in the Midwest, Mid-Atlantic and Pacific
Northwest. Customer brand operations encompass the sale of products under
private labels to chain stores and under the controlled labels of buying groups.
The Company has developed central storage and distribution facilities that
permit multi-item single shipments to customers in key marketing areas.
5
The Company maintains a multiyear logistic agreement with APL Logistics ("APL")
under which APL provides freight management, packaging and labeling services,
and distribution support to and from production facilities owned by the Company
in and around Coloma, Michigan.
The Company also maintains a long-term logistics agreement with Americold
Logistics, Inc. ("Americold") under which Americold manages the Company's
Montezuma, Georgia frozen food distribution facility.
TRADEMARKS
The major brand names under which the Company markets its products are
trademarks of the Company. Such brand names are considered to be of material
importance to the business of the Company since they have the effect of
developing brand identification and maintaining consumer loyalty. There are
trademark registrations for substantially all of the Company's trademarks. These
trademark registrations are of perpetual duration so long as they are
periodically renewed. It is the Company's intent to maintain its trademark
registrations. The major brand names utilized by the Company follow:
Segment Brand Name
- ------- ----------
Branded Frozen Birds Eye, Birds Eye Voila!(1), Birds Eye Simply Grillin'(1), Birds Eye Hearty Spoonfuls(1); Freshlike,
McKenzie's, McKenzie's Gold King, Southern Farms, Southland, Tropic Isle
Branded Dry Birds Eye Fresh(1), Freshlike, Comstock, Brooks, Nalley, Wilderness, Snyder of Berlin, Tim's Cascade Style
Potato Chips, La Restaurante, Erin's, Thank You, Husman, Flavor Destinations(1),` Mariner's Cove, Riviera,
Bernstein's, Pixie, Globe, Greenwood,
Non-branded Chill-Ripe
(1) Application filed and U.S. federal registration is pending.
RAW MATERIAL SOURCES
Birds Eye Foods purchases raw materials for use in its manufacturing process.
These purchases are made on the open market and from Pro-Fac, as the Company's
preferred supplier pursuant to the Terms of the Amended and Restated Marketing
and Facilitation Agreement between Birds Eye Foods and Pro-Fac. Of the commodity
types supplied by Pro-Fac, approximately 65 percent were received from members
of Pro-Fac during fiscal 2003. The Company also purchases on the open market
some crops of the same type and quality as those purchased from Pro-Fac. Such
open market purchases may occur at prices higher or lower than those paid to
Pro-Fac for similar products. Birds Eye Foods expects to continue to purchase a
substantial portion of its raw product needs from Pro-Fac pursuant to the
Amended and Restated Marketing and Facilitation Agreement. See further
discussion of Birds Eye Foods' relationship with Pro-Fac in NOTES 2 and 4 to the
"Notes to Consolidated Financial Statements."
Weather conditions can impact the profitability of all of the segments of the
business. Favorable weather conditions can produce high crop yields and an
oversupply situation, while excessive rain or drought conditions can produce low
crop yields and a shortage situation. However, the Company believes that its
geographic diversification helps mitigate this risk.
The utilization of the Company's facilities is directly correlated to the timing
of crop harvests and crop yields. Poor weather conditions hurt crop yields and
result in uneven crop delivery cycles that increase production costs. In
addition, pricing can be impacted by crop size and yields and the overall
national supply.
The Company purchases all of its requirements for nonagricultural products,
including containers, in the open market. Although the Company has not
experienced any difficulty in obtaining adequate supplies of such items,
occasional periods of short supply of certain raw materials may occur.
ENVIRONMENTAL MATTERS
The disposal of solid and liquid waste and air pollutants resulting from the
preparation and processing of foods are subject to various federal, state, and
local environmental laws and regulations. Such laws and regulations have had an
important effect on the food processing industry as a whole, requiring
substantially all firms in the industry to incur material expenditures for
modification of existing processing facilities and for construction of new waste
treatment facilities. The Company is also subject to standards imposed by
regulatory agencies pertaining to the occupational health and safety of its
employees. Management believes that
6
continued measures to comply with such laws and regulations will not have a
material adverse effect upon its competitive position or financial condition.
Among the various programs for the protection of the environment which have been
adopted by the Company to date, the most important for the operations of the
Company are the wastewater discharge permit programs administered by the
environmental protection agencies in those states in which the Company does
business and by the Federal Environmental Protection Agency. Under these
programs, permits are required for processing facilities which discharge certain
wastes into streams, publicly-owned treatment works, and other bodies of water,
and the Company is required to meet certain discharge standards in accordance
with compliance schedules established by such agencies. The Company has received
permits for all facilities for which permits are required. Each year the Company
submits applications for renewal permits as required for the facilities.
While the Company cannot predict with certainty the effect of any proposed or
future environmental legislation or regulations on its processing operations,
management of the Company believes that the waste disposal systems which are now
in operation or which are being constructed or designed are sufficient to comply
with all currently applicable laws and regulations.
The Company is cooperating with environmental authorities in remedying various
minor environmental matters at several of its plants. The Company is also
working with regulatory agencies to properly discontinue permits and close down
wastewater treatment facilities at plants no longer in use or in the process of
being shutdown. Such actions are being conducted pursuant to procedures approved
by the appropriate environmental authorities at a cost that is not expected to
be material.
Expenditures related to environmental programs and facilities have not had, and
are not expected to have, a material effect on the earnings of the Company. In
fiscal 2003, total capital expenditures of the Company were $16.3 million of
which approximately $0.3 million was devoted to the construction of
environmental facilities. The Company estimates that environmental capital
expenditures will be approximately $0.6 million for the 2004 fiscal year.
However, there can be no assurance that expenditures will not be higher.
As part of the Transaction completed on August 19, 2002, Pro-Fac agreed to
indemnify Birds Eye Foods for certain liabilities. Generally, environmental
matters are subject to indemnification if the particular liability exceeds
$200,000 once the aggregate of all liabilities subject to indemnification
exceeds a $10.0 million indemnification "basket." In addition, however, a
specific indemnification provision is in place covering the Lawton, Michigan
facility of Birds Eye Foods. The Unit Purchase Agreement for the Transaction
provides that Birds Eye Foods retains responsibility for up to $2.5 million of
capital expenditures to address environmental compliance provided those
expenditures are incurred over the three-year period commencing on August 19,
2002.
SEASONALITY OF BUSINESS
From a sales point of view, the business of the Company is not highly seasonal,
since the demand for its products is fairly constant throughout the year.
Exceptions to this general rule include some products that have higher sales
volume in the cool weather months, such as certain frozen and canned vegetables
and fruits, chili, and fruit fillings and toppings, and others that have higher
sales volume in the warm weather months, such as potato chips and salad
dressings. Since many of the raw materials processed by the Company are
agricultural crops, production of these products is predominantly seasonal,
occurring during and immediately following the harvest seasons of such crops.
PRACTICES CONCERNING WORKING CAPITAL
The Company must maintain substantial inventories throughout the year of
products produced from seasonal raw materials. These inventories are generally
financed through seasonal borrowings. The Company uses its revolving credit
facility and cash on hand for seasonal borrowings, the amount of which
fluctuates during the year. Both the maintenance of substantial inventories and
the practice of seasonal borrowing are common to the food processing industry.
SIGNIFICANT CUSTOMERS
For the fiscal year ended June 28, 2003, Wal-Mart/Sam's accounted for 12 percent
of the Company's consolidated revenue. In addition, Wal-Mart/Sam's represented
18 percent of the branded frozen segment's revenue in fiscal 2003.
BACKLOG OF ORDERS
Backlog of orders has not historically been significant in the business of the
Company. Orders are filled shortly after receipt from inventories of packaged
and processed foods.
7
BUSINESS SUBJECT TO GOVERNMENTAL CONTRACTS
No material portion of the business of the Company is subject to renegotiation
of contracts with, or termination by, any governmental agency.
COMPETITIVE CONDITIONS
All products of the Company, particularly branded products, compete with those
of other national and major regional food processors under highly competitive
conditions. The principal methods of competition in the food industry are a
readily available and broad line of products, product quality, price, and
marketing and sales promotion.
Quality of product and uniformity of quality are important methods of
competition. Birds Eye Foods' relationship with Pro-Fac gives the Company local
sources of supply, thus allowing the Company to exercise control over the
quality and uniformity of much of the raw product that it purchases. The members
of Pro-Fac generally operate relatively large production operations with
emphasis on mechanized growing and harvesting techniques. This factor is also an
advantage in producing uniform, high-quality food products.
Birds Eye Foods' pricing is generally competitive with that of other food
processors for products of comparable quality. The branded products of the
Company are marketed under national and regional brands. In fiscal 2003,
marketing programs for national brands focused primarily on Birds Eye, Birds Eye
Hearty Spoonfuls, Birds Eye Voila! and Birds Eye Simply Grillin'. National
advertising campaigns can include television, magazines, coupons, and in-store
promotions. Marketing programs for regional brands are focused on local tastes
and preferences as a means of developing consumer brand loyalty. Regional
advertising campaigns include magazines, coupons, and in-store promotions.
Although the relative importance of the above factors may vary between
particular products or customers, the above description is generally applicable
to all of the products of the Company in the various markets in which they are
distributed.
It is difficult to estimate the number of competitors in the markets served by
the Company. Nearly all products sold by Birds Eye Foods compete with the
nationally advertised brands of leading food processors, including Del Monte,
General Mills, Frito-Lay, Kraft, and similar major brands, as well as with the
branded and private label products of a number of regional processors, many of
which operate only in portions of the marketing area served by the Company.
MARKET AND INDUSTRY DATA
Unless otherwise stated in this report, industry and market share data used
throughout this Form 10-K Equivalent were derived from industry sources believed
by the Company to be reliable, including information provided by Information
Resources, Inc. 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.
NEW PRODUCTS AND RESEARCH AND DEVELOPMENT
The Company operates a technical center located in Green Bay, Wisconsin that is
responsible for new product development, quality assurance, and engineering.
Approximately 31 employees are employed at this facility. The Company follows a
four-stage new product development process as follows: screening, feasibility,
development, and commercialization. This new product development process ensures
input from consumers, customers, and internal functional areas before a new
product is brought to market.
Birds Eye Foods also focuses on the development of related products or
modifications of existing products for the Company's branded businesses and
customized products for the Company's non-branded businesses.
The amount expensed on company-sponsored and customer-sponsored activities
relating to the development of new products or the improvement of existing
products was $3.0 million, $2.5 million, and $2.6 million in fiscal 2003, 2002,
and 2001, respectively.
During fiscal 2002, the Company developed Birds Eye Hearty Spoonfuls, a frozen
soup product that includes large cut Birds Eye vegetables and bite size pieces
of protein in a variety of flavors. Birds Eye Hearty Spoonfuls was introduced in
the first quarter of fiscal 2003, in conjunction with a national advertising
campaign. Also in June 2003, the Company introduced new flavor varieties of
frozen sauced vegetables. These products feature unique flavor technology
packaged in a microwaveable tray for convenience and serve one to two member
households. In addition, the Company introduced new flavors of sauced vegetables
in a family-size bag.
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EMPLOYEES
As of June 28, 2003, the Company had approximately 3,200 full-time employees, of
whom 2,130 were engaged in production and the balance in management, sales and
administration. As of that date, the Company also employed approximately 700
seasonal and other part-time employees, almost all of whom were engaged in
production. Most of the production employees are members of various labor
unions. The Company believes its current relationship with its employees is
good.
ITEM 2. DESCRIPTION OF PROPERTIES
All plants, warehouses, office space and other facilities used by the Company in
its business are either owned by Birds Eye Foods or one of its subsidiaries or
leased from unaffiliated third parties. The majority of the properties owned by
Birds Eye Foods are subject to mortgages in favor of its primary lender. In
general, the properties include offices, processing plants and warehouse space.
Some processing plants are located in rural areas that are convenient for the
delivery of crops. The Company also has dispersed warehouse locations to
facilitate the distribution of finished products. Birds Eye Foods believes that
its facilities are in good condition and suitable for the operations of the
Company.
The Company's Hortonville, Wisconsin; Sodus, Michigan; Enumclaw, Washington; Red
Creek, New York; Alton, New York; Uvalde, Texas; Alamo, Texas; Green Bay,
Wisconsin; Bridgeville, Delaware; and fresh pack properties in Montezuma Georgia
are classified as held for sale at June 28, 2003. In September 2003, the Company
sold its Hortonville, Wisconsin facility.
The following table describes all material facilities leased or owned by the
Company (other than the properties held for sale and certain public warehouses
leased by the Company from unaffiliated third parties from time to time). Except
as otherwise noted, each facility set forth below is owned by Birds Eye Foods.
FACILITIES UTILIZED BY THE COMPANY
Type of Property Location Square Feet Segment
- ---------------- -------- ----------- --------------------------
Freezing plant and distribution center Darien, WI 348,800 Branded frozen/non-branded
Freezing plant and repackaging plant Celaya, Mexico 318,620 Branded frozen/non-branded
Freezing plant and warehouse Oakfield, NY 263,410 Branded frozen/non-branded
Freezing plant, repackaging plant and warehouse Waseca, MN 258,475 Branded frozen/non-branded
Freezing plant, repackaging plant and warehouse Watsonville, CA 207,600 Branded frozen/non-branded
Freezing plant, repackaging plant and warehouse Fairwater, WI 178,298 Branded frozen/non-branded
Freezing plant Bergen, NY 138,554 Branded frozen/non-branded
Freezing plant and warehouse Barker, NY 123,600 Branded frozen/non-branded
Repackaging plant and distribution center Fulton, NY 263,268 Branded frozen/non-branded
Repackaging plant Montezuma, GA 57,370 Branded frozen/non-branded
Repackaging plant(1) San Antonio, TX 20,445 Branded frozen/non-branded
Cold storage, repackaging plant and public
storage warehouse Brockport, NY 404,410 Branded frozen/non-branded
Canning plant and warehouse Fennville, MI 350,000 Branded dry/non-branded
Canning plant and warehouse Lawton, MI 142,000 Branded dry/non-branded
Warehouse(1) Waseca, MN 91,400 Branded frozen/non-branded
Labeling plant and distribution center(1) Fond du Lac, WI 330,000 Branded dry/non-branded
Manufacturing plant and warehouse Tacoma, WA 358,218 Branded dry/non-branded
Manufacturing plant and warehouse Cincinnati, OH 113,576 Branded dry
Manufacturing plant, warehouse and office Berlin, PA 190,225 Branded dry
Manufacturing plant, warehouse, distribution center
and office(1) Algona, WA 107,000 Branded dry
Distribution center(1) Coraopolis, PA 15,000 Branded dry
Distribution center(1) Canal Fulton, OH 14,000 Branded dry
Distribution center(1) Knoxville, TN 12,500 Branded dry
Distribution center(1) Bristol, TN 11,500 Branded dry
Distribution center(1) Ashland, KY 10,760 Branded dry
Distribution center(1) Monessen, PA 10,000 Branded dry
Distribution center(1) Altoona, PA 10,000 Branded dry
9
Type of Property Location Square Feet Segment
- ---------------- -------- ----------- --------------
Distribution center(1) Dayton, OH 9,200 Branded dry
Distribution center(1) Elwood City, PA 8,000 Branded dry
Headquarters office (1) Rochester, NY 76,372 Corporate
Office building - Green Bay Green Bay, WI 40,500 Corporate
Office building - Tacoma Tacoma, WA 20,682 Corporate
(1) Leased from third parties, although certain related equipment is owned by
the Company.
ITEM 3. LEGAL PROCEEDINGS
The information set forth in NOTE 15 "Other Matters - Legal Matters" to the
"Notes to Consolidated Financial Statements" is incorporated into this ITEM 3.
by reference
In addition, Birds Eye Foods is a party to various other legal proceedings from
time to time in the normal course of its business. In the opinion of management,
any liability that the Company might incur upon the resolution of these
proceedings will not, in the aggregate, have a material adverse effect on the
Company's business, financial condition, or results of operations. Further, no
such proceedings are known to be contemplated by any governmental authorities.
The Company maintains general liability insurance coverage in amounts deemed to
be adequate by management.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
10
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SECURITY HOLDER
MATTERS
Birds Eye Foods common stock is not publicly traded.
ITEM 6. SELECTED FINANCIAL DATA
(Dollars in Thousands)
Birds Eye Foods, Inc.
FIVE YEAR SELECTED FINANCIAL DATA
Periods Ended Fiscal Years Ended June
----------------------------------- --------------------------------------------------
Successor | Predecessor
August 19, 2002- | June 30, 2002 - Predecessor Predecessor Predecessor Predecessor
June 28, 2003 | August 18, 2002 2002 2001(a) 2000 1999(b)
-------------- | --------------- ---------- ----------- ---------- -----------
|
Consolidated Summary of |
Operations: |
Net sales $779,049 | $ 99,216 $ 964,454 $1,093,742 $1,039,692 $1,080,657
Cost of sales (596,401) | (76,255) (751,151) (882,775) (816,061) (880,426)
-------- | ---------- ---------- ---------- ---------- ---------
Gross profit 182,648 | 22,961 213,303 210,967 223,631 200,231
Selling, administrative, and |
general expenses (106,452) | (15,156) (115,403) (130,393) (133,392) (131,390)
Restructuring 0 | 0 (2,622) 0 0 (5,000)
Gain from pension curtailment 0 | 0 2,472 0 0 0
Gains on sales of assets 0 | 0 0 0 6,635 64,734
Income from Great Lakes Kraut |
Company, LLC 1,770 | 277 2,457 1,779 2,418 2,787
Goodwill impairment charge 0 | 0 (179,025) 0 0 0
Early extinguishment of debt 0 | 0 0 0 0 (28,487)
-------- | ---------- ---------- ---------- ---------- ---------
Operating income/(loss) before |
dividing with Pro-Fac 77,966 | 8,082 (78,818) 82,353 99,292 102,875
Interest expense (40,789) | (7,531) (63,001) (76,101) (75,429) (62,818)
Amortization of debt issue costs |
associated with the |
Bridge Facility 0 | 0 0 0 0 (5,500)
-------- | ---------- ---------- ---------- ---------- ---------
Pretax income/(loss) from |
continuing operations and |
before dividing with Pro-Fac 37,177 | 551 (141,819) 6,252 23,863 34,557
Pro-Fac share of income 0 | 0 (16,842) (732) (12,328) 0
-------- | ---------- ---------- ---------- ---------- ---------
Pretax income/(loss) from |
continuing operations 37,177 | 551 (158,661) 5,520 11,535 34,557
Tax (provision)/benefit (14,877) | (226) 30,806 (4,984) (5,524) (15,711)
-------- | ---------- ---------- ---------- ---------- ---------
Income/(loss) before |
discontinued operations 22,300 | 325 (127,855) 536 6,011 18,846
Discontinued operations, |
net of tax (1,544) | (240) (2,839) (465) 413 (1,892)
-------- | ---------- ---------- ---------- ---------- ---------
Net income/(loss) $ 20,756 | $ 85 $ (130,694) $ 71 $ 6,424 $ 16,954
======== | ========== ========== ========== ========== =========
Balance Sheet Data:
Working capital(c) $316,901 $ 302,606 $ 253,010 $ 254,094 $ 225,363
Ratio of current assets to
current liabilities 3.0:1 3.1:1 2.2:1 2.2:1 2.0:1
Total assets $909,383 $ 857,741 $1,078,565 $1,098,887 $1,110,061
Cash and cash equivalents $153,756 $ 14,686 $ 7,656 $ 4,994 $ 6,540
Long-term debt and
senior-subordinated notes
(excludes current portion) $459,970 $ 623,057 $ 631,128 $ 644,712 $ 668,316
Other Statistics:
Average number of employees:
Regular 3,447 4,239 4,627 5,510 6,040
Seasonal 844 1,649 2,931 2,152 2,838
(a) Consists of 53 weeks.
(b) Includes nine months of operating results from the September 28, 1998
acquisition of the frozen and canned vegetable business of Dean Foods
Vegetable Company.
(c) Working capital represents current assets (including cash) less current
liabilities.
11
ITEM 7. 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 Consolidated Statement of Operations from fiscal 2001 through fiscal
2003.
The consolidated financial statements include the results of Birds Eye Foods,
Inc. ("Birds Eye Foods" or the "Company"). On August 19, 2002, a majority
interest in Birds Eye Foods was indirectly acquired by Vestar/Agrilink Holdings
LLC and its affiliates (the "Transaction" - 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
and its co-investors ("Vestar") plus related purchase accounting adjustments
have been "pushed down" and recorded in Birds Eye 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 June 28, 2003). These combined
Company results have been compared to the corresponding period in fiscal 2002
and fiscal 2001.
Birds Eye Foods has three primary segments including: branded frozen, branded
dry, and non-branded. The majority of each of the segments' net sales are within
the United States. In addition, all of the Company's operating facilities,
excluding one in Mexico, are within the United States.
The Company's branded frozen family of products includes traditional frozen
vegetables as well as value added products marketed under recognizable brand
names such as Birds Eye, Birds Eye Voila!, Birds Eye Simply Grillin', Birds Eye
Hearty Spoonfuls, Freshlike and McKenzie's. The Company's branded dry family of
products includes a wide variety of product offerings, including fruit fillings
and toppings (Comstock and Wilderness), chili and chili ingredients (Nalley and
Brooks), salad dressings (Bernstein's and Nalley), snacks (Tim's, Snyder of
Berlin and Husman) and canned vegetables (Freshlike). Birds Eye Foods also
produces many products for the non-branded markets which include private label,
food service and industrial markets. The Company's private label products
include frozen and canned vegetables, salad dressings, salsa, chili products,
fruit fillings and toppings, southern frozen vegetable specialty products, and
frozen breaded and battered products. The Company's food service/industrial
products include frozen and canned vegetables, salad dressings, fruit fillings
and toppings, southern frozen vegetable specialty products, specialties, frozen
breaded and battered products, and frozen and canned fruit.
The following tables illustrate the Company's results of operations by segment
for the fiscal years ended June 28, 2003, June 29, 2002, and June 30, 2001, and
the Company's total assets by segment at June 28, 2003, June 29, 2002, and June
30, 2001.
Net Sales
(Dollars in Millions)
Fiscal Years Ended
-------------------------------------------------------------
June 28, June 29, June 30,
2003 2002 2001
---------------- --------------- -------------------
% of % of % of
$ Total $ Total $ Total
----- ----- ----- ----- ------- -----
Branded frozen 340.8 38.8 368.8 38.2 404.5 37.0
Branded dry 218.2 24.8 222.3 23.1 235.8 21.5
Non-branded 319.3 36.4 373.4 38.7 453.4 41.5
----- ----- ----- ----- ------- -----
Total 878.3 100.0 964.5 100.0 1,093.7 100.0
===== ===== ===== ===== ======= =====
12
Operating Income
(Dollars in Millions)
Fiscal Years Ended
-------------------------------------------------------------------
June 28, June 29, June 30,
2003 2002 2001
------------------- ------------------ --------------------
% of % of % of
$ Total $ Total $ Total
------------------- ---------- ------ ---------- --------
Branded frozen 54.1 62.8 75.7 77.5 71.5 86.8
Branded dry 43.8 50.9 40.5 41.5 33.0 40.0
Non-branded (11.8) (13.7) (15.9) (16.3) (22.1) (26.8)
Corporate charges(1) 0.0 0.0 (2.6) (2.7) 0.0 0.0
----- ----- ------ ----- ------ -----
Continuing segment operating income(2) 86.1 100.0 97.7 100.0 82.4 100.0
===== ===== =====
Gain from pension curtailment 0.0 2.5 0.0
Goodwill impairment charge 0.0 (179.0) 0.0
----- ------- -----
Operating income/(loss) before
dividing with Pro-Fac 86.1 (78.8) 82.4
===== ====== =====
(1) Represents restructuring expenses which are not allocated to individual
segments. See NOTE 15 to the "Notes to Consolidated Financial Statements."
(2) The gain from pension curtailment is excluded from continuing segment
operating income as management believes the gain is non-recurring.
EBITDA(1)
The following table sets forth continuing segment EBITDA (defined as operating
income/(loss) before dividing with Pro-Fac, depreciation and amortization) for
the fiscal years ended June 28, 2003, June 29, 2002, and June 30, 2001. The
Company believes that EBITDA is an appropriate measure of evaluating the
operating performance of its segments, and it is a primary measure used
internally by management to manage the business. EBITDA is also a primary
measure used externally by the Company's investors and analysts to ensure
consistent comparability. In conjunction with the Transaction, net assets have
been adjusted to fair value and debt was reduced. In addition, changes in the
Company's operating structure no longer require it to share its profits with
Pro-Fac. Accordingly, depreciation, interest expense, and Pro-Fac share of
income have decreased, making period-to-period comparisons of operating income
and net income difficult to analyze. Therefore, management believes EBITDA is a
measurement that allows the operations of the business to be compared in a
consistent manner. However, EBITDA should be considered in addition to, not as a
substitute for or superior to operating income, net income, cash flows, and
other measures of financial performance prepared in accordance with GAAP. As
EBITDA is not a measure of performance calculated in accordance with GAAP, this
measure may not be comparable to similarly titled measures employed by other
companies.
13
(Dollars in Millions)
Fiscal Years Ended
--------------------------------------------------------------
June 28, June 29, June 30,
2003 2002 2001
------------------ ------------------ ---------------
% of % of % of
$ Total $ Total $ Total
------ ------ ------- ----- ------ ------
Branded frozen 63.0 55.7 84.5 66.4 84.8 70.4
Branded dry 47.7 42.2 45.2 35.5 40.1 33.3
Non-branded 2.4 2.1 0.1 0.1 (4.5) (3.7)
Corporate charges(2) 0.0 0.0 (2.6) (2.0) 0.0 0.0
------ ------ ------- ----- ------ ------
Continuing segment EBITDA 113.1 100.0 127.2 100.0 120.4 100.0
====== ===== ======
Reconciliation of EBITDA to net income/(loss):
Gain from pension curtailment 0.0 2.5 0.0
Goodwill impairment charge 0.0 (179.0) 0.0
Depreciation and amortization (27.0) (29.5) (38.0)
-------- -------- -------
Operating income/(loss) before dividing with Pro-Fac 86.1 (78.8) 82.4
Interest expense (48.3) (63.0) (76.1)
Pro-Fac share of income 0.0 (16.8) (0.7)
Tax (provision)/benefit (15.1) 30.8 (5.0)
Discontinued operations, net of tax (1.8) (2.9) (0.5)
-------- -------- -------
Net income/(loss) 20.9 (130.7) 0.1
======== ======== =======
(1) Earnings before interest, taxes, depreciation, and amortization ("EBITDA")
is defined as the sum of operating income/(loss) before dividing with
Pro-Fac, depreciation, amortization and excludes discontinued operations.
(2) Represents restructuring expenses which are not allocated to individual
segments. See NOTE 15 to the "Notes to Consolidated Financial Statements."
Total Assets
(Dollars in Millions)
Fiscal Years Ended
--------------------------------------------------------------------
June 28, June 29, June 30,
2003 2002 2001
-------------------- -------------------- --------------------
% of % of % of
$ Total $ Total $ Total
-------- ------- ------- ------- ------ ------
Branded frozen 360.8 39.6 300.0 35.0 414.3 38.4
Branded dry 144.7 15.9 134.9 15.7 178.8 16.6
Non-branded 274.2 30.2 372.8 43.5 427.5 39.6
Other(1) 116.2 12.8 46.1 5.4 57.9 5.4
-------- ------- ------- ------ ------- ------
Continuing segments 895.9 98.5 853.8 99.6 1,078.5 100.0
Assets held for sale 13.5 1.5 3.9 0.4 0.1 0.0
-------- ------- ------- ------ ------- ------
Total 909.4 100.0 857.7 100.0 1,078.6 100.0
======== ===== ======= ====== ======= ======
(1) Includes corporate assets of the Company not allocated to individual
segments.
CHANGES FROM FISCAL 2002 TO FISCAL 2003
Net Sales: Net sales were $878.3 million in fiscal 2003, a decline of $86.2
million or 8.9 percent, as compared to $964.5 million in fiscal 2002. The
decrease is primarily the result of a $54.1 million decline in non-branded
product sales, of which $34.8 million resulted from the expiration of two
co-pack agreements, and $17.2 million resulted from the Company's decision to
rationalize certain product offerings. The Company also experienced an $18.7
million decline in its Birds Eye Voila! product line, resulting from certain
competitive pressures in the bag meal category. Management is currently
evaluating various pricing strategies and other alternatives to enhance
performance of this product line.
Gross Profit: Gross profit was $205.6 million in fiscal 2003, a decrease of $7.7
million, or 3.6 percent as compared to $213.3 million in fiscal 2002. However,
the Company's gross profit margin increased to 23.4 percent from 22.1 percent in
the prior year period. The increase in gross profit margin is primarily the
result of price increases implemented in the non-branded market during both the
14
current and prior year and the elimination of co-pack non-branded sales, which
typically carry a lower gross margin. In addition, the branded dry segment
showed enhanced profitability within the filling and topping product line.
Improvements in gross profit were more than offset by lower production volumes
as a result of both management's efforts to reduce inventory levels and a lower
than anticipated crop intake caused by unfavorable weather conditions. Gross
profit was also negatively impacted by introduction costs associated with Birds
Eye Hearty Spoonfuls.
Selling, Administrative, and General Expenses: Selling, administrative, and
general expenses were $121.6 million in fiscal 2003, an increase of $6.2
million, or 5.4 percent as compared to $115.4 million in fiscal 2002. The
increase is primarily attributable to $9.2 million of marketing expenses
associated with the launch of Birds Eye Hearty Spoonfuls in fiscal 2003.
Partially offsetting the increase in marketing initiatives was a reduction in
general administrative costs and a reduction in variable selling expenses,
corresponding to the net sales changes outlined above.
Continuing Segment Operating Income: Continuing segment operating income was
$86.1 million in fiscal 2003, a decrease of $11.6 million, or 11.9 percent, as
compared to $97.7 million in fiscal 2002. This decrease is attributable to the
factors discussed above. The decrease in operating income within branded frozen
was $21.6 million. Increases in operating income within the branded dry and
non-branded segments were $3.3 million and $4.1 million, respectively.
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 transaction, Birds Eye
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.
In addition, on October 12, 2001, the Company announced a reduction of
approximately 7 percent of its nationwide workforce, for a total of
approximately 300 positions. The reductions are part of an ongoing focus on
low-cost operations and included both salaried and hourly positions. In
conjunction with the reductions, the Company recorded a charge against earnings
of approximately $1.6 million in fiscal 2002, primarily comprising employee
termination benefits. Reductions in personnel included operational and
administrative positions.
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 Statement of Financial Accounting Standard ("SFAS") 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 fiscal 2002. See NOTE 12 to the "Notes
to Consolidated Financial Statements."
Income from Great Lakes Kraut Company, LLC: This amount represents earnings
received from the investment in Great Lakes Kraut Company LLC ("GLK"), a former
joint venture between Birds Eye Foods and Flanagan Brothers, Inc. Income from
the joint venture was $2.0 million in fiscal 2003, a decline of $0.5 million, as
compared to $2.5 million in fiscal 2002. This decrease is a result of the
completion of the GLK Transaction in March 2003. See NOTE 7 to the "Notes to
Consolidated Financial Statements."
Goodwill Impairment Charge: In June 2001, the Financial Accounting Standards
Board ("FASB") issued SFAS 142, "Goodwill and Other Intangible Assets."
Effective July 1, 2001, Birds Eye Foods adopted SFAS 142, which requires that
goodwill not be amortized, but instead be tested at least annually for
impairment and expensed against earnings when the carrying amount of the
reporting units goodwill exceeds its implied fair value.
During the quarter ended June 29, 2002, the Company identified certain
indicators of possible impairment of its goodwill. The main indicators of
impairment included the recent deterioration of general economic conditions,
lower valuations resulting from current market declines, modest category
declines in segments in which the Company operates, and the completion of the
terms of the Transaction with Pro-Fac and Vestar/Agrilink Holdings. These
factors indicated an erosion in the market value of the Company since the
adoption of SFAS 142.
In the fourth quarter of fiscal 2002, Birds Eye Foods recorded a pretax,
non-cash charge of approximately $179.0 million to reduce the carrying value of
its goodwill. The tax benefit associated with this non-cash charge was
approximately $41.5 million. Accordingly, the net-of-tax charge was
approximately $137.5 million. See NOTE 3 to the "Notes to Consolidated Financial
Statements" for additional disclosure.
Interest Expense: Interest expense was $48.3 million in fiscal 2003, a decrease
of $14.7 million as compared to $63.0 million in fiscal 2002. The decrease is
the result of lower average bank borrowings during fiscal 2003 of approximately
$197.7 million, a result
15
of the August 19, 2002 Transaction, and the significant reduction in working
capital maintained throughout fiscal 2003. In addition, general interest rate
declines benefited the Company throughout fiscal 2003. Interest expense in
fiscal 2003 also includes the accretion of interest associated with the
five-year Termination Agreement with Pro-Fac. In conjunction with the
Transaction in August 2002, the value of the Termination Agreement with Pro-Fac
was recorded at its net present value. See NOTES 2 and 4 to the "Notes to
Consolidated Financial Statements" for additional disclosure.
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
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 Birds Eye Foods to offset its losses against the price paid for Pro-Fac
products or require Birds Eye Foods to share its profits on Pro-Fac products
with Pro-Fac for any period subsequent to the end of Birds Eye Food's fiscal
2002 year.
Tax (Provision)/Benefit: During fiscal 2003, Birds Eye Foods had a tax provision
of $15.1 million compared to a $30.8 million tax benefit in fiscal 2002. The
fiscal 2002 tax benefit primarily resulted from a $41.5 million benefit
associated with the non-cash impairment charge recognized in the prior year. The
remaining variance is attributable to the change in pretax income. See NOTE 11
to the "Notes to Consolidated Financial Statements" for additional disclosures
regarding income taxes.
Net Income: Net income for fiscal 2003 was $20.8 million compared to a net loss
of $130.7 million in fiscal 2002 due to the factors outlined above.
SEGMENT REVIEW
A detailed accounting of the significant reasons for changes in net sales and
EBITDA by segment is outlined below. The Company believes that EBITDA is an
appropriate measure of evaluating the operating performance of its segments, and
it is a primary measure used internally by management to manage the business.
EBITDA is also a primary measure used externally by the Company's investors and
analysts to ensure consistent comparability. In conjunction with the
Transaction, net assets have been adjusted to fair value and debt was reduced.
In addition, changes in the Company's operating structure no longer require it
to share its profits with Pro-Fac. Accordingly, depreciation, interest expense,
and Pro-Fac share of income have decreased making period-to-period comparisons
of operating income and net income difficult to analyze. Therefore, management
believes EBITDA is a measurement that allows the operations of the business to
be compared in a consistent manner. However, EBITDA should be considered in
addition to, not as a substitute for, or superior to operating income, net
income, cash flows, and other measures of financial performance prepared in
accordance with generally accepted accounting principles. As EBITDA is not a
measure of performance calculated in accordance with GAAP, this measure may not
be comparable to similarly titled measures employed by other companies.
Branded Frozen: Branded frozen net sales were $340.8 million in fiscal 2003, a
decline of $28.0 million or 7.6 percent as compared to net sales of $368.8
million in fiscal 2002.
This decline was primarily a result of a decline in net sales for the Company's
Birds Eye Voila! product line of $18.7 million. The bag meal category has
continued to experience declines, due to the expansion of alternative meal
solutions, such as refrigerated and dry products. Recent trends, outlined in the
Information Resources, Inc. ("IRI") data shown below, however, highlight that a
stabilization is occurring. Management is currently evaluating various pricing
strategies and other alternatives to enhance performance of this product line.
Net sales for the Company's nationally and regionally branded frozen vegetable
products declined $9.7 million in fiscal 2003. Declines in branded frozen
vegetables were impacted by both the category trends outlined below and changes
in various competitive activity. To enhance the performance of this portfolio,
management is expanding its range of enhanced value products. Beginning in the
fourth quarter of fiscal 2003, the Company introduced a line of Birds Eye sauced
vegetables for distribution to its largest customer.
The Company tracks retail sales in many of the categories in which it competes
using data from IRI. IRI data is, however, limited as IRI does not capture sales
at several of the Company's customers including Wal-Mart, Costco, and others.
IRI also does not track non-branded or private label retail sales by the
manufacturer. According to IRI, the frozen vegetable category on a unit basis
declined
16
4 percent for the 52-week period ending June 22, 2003. The Company's branded
market share on a unit base at June 22, 2003 was 20.3 percent compared to 21.0
percent at June 23, 2002. The bagged meal category for the 52-week period
ending June 22, 2003 declined 10 percent on a unit basis. Market share on a unit
basis for the Company's Birds Eye Voila! skillet meal product offering for the
52-week period ending June 22, 2003 was 21 percent compared to 26 percent for
the 52-week period ending June 23, 2002. However, the category has demonstrated
progress towards stabilization during the previous six months. Unit trends for
the last six months of fiscal 2003 ranged from a decline of 11.5 percent to
growth of 1.9 percent while these trends exhibited declines as large as 24.4
percent during the last six months of fiscal 2002.
Branded frozen EBITDA was $63.0 million in fiscal 2003, a decrease of $21.5
million or 25.4 percent as compared to $84.5 million in fiscal 2002.
Approximately one-half of the decrease in EBITDA is the result of the
introductory costs associated with the launch of Birds Eye Hearty Spoonfuls. The
remainder of the decrease is attributable to the declines in volume associated
with Birds Eye Voila! described above and an increase in its production costs
due to lower volumes in its production facilities as a result of both
management's efforts to reduce inventory levels as well as lower than
anticipated crop intake due to unfavorable weather conditions. These higher
production costs are anticipated to negatively impact the Company's results
through fiscal 2004.
Branded Dry: Branded dry net sales were $218.2 million in fiscal 2003, a decline
of $4.1 million or 1.8 percent as compared to $222.3 million in fiscal 2002. The
variance in net sales is primarily attributable to a decline within the
Freshlike canned vegetables product line, reflecting an overall weakness in the
canned vegetable category. This decline was partially offset by an increase in
net sales within the Company's Comstock and Thank You fillings and toppings
product line. The improvement in net sales for the filling and topping product
lines resulted from pricing actions taken as a result of the poor cherry crop
harvested in the summer of 2002, and a change in promotional spending. EBITDA
for the branded dry segment was $47.7 million in fiscal 2003, an improvement of
$2.5 million or 5.5 percent as compared to $45.2 million in fiscal 2002. The
Company expects to focus on strong consumer-directed advertising and innovative
merchandising to maintain and enhance profitability of the various brands in
this segment.
Non-branded: Non-branded net sales were $319.3 million in fiscal 2003, a decline
of $54.1 million or 14.5 percent as compared to $373.4 million in fiscal 2002.
Sixty-four percent of the decline or $34.8 million was attributable to the
expiration of two co-pack agreements. Co-pack agreements provide greater
utilization of manufacturing facilities, however, typically yield lower margins.
An additional $17.2 million decline in net sales resulted from the Company's
on-going efforts to rationalize certain product offerings within the food
service category that were negatively impacting profitability. Non-branded
EBITDA was $2.4 million in fiscal 2003, a $2.3 million improvement as compared
to EBITDA of $0.1 million in fiscal 2002 primarily as a result of the
rationalization described above.
As highlighted above, IRI data does not track non-branded or private label
retail sales. Including management's estimate of the Company's share of the
private label market, the Company believes its overall market share on a unit
basis in the frozen vegetable category (excluding frozen soups) for the 52-week
period ending June 22, 2003 was 31 percent compared to 32 percent for the
52-week period ending June 23, 2002.
CHANGES FROM FISCAL 2001 TO FISCAL 2002
Net Sales: Net sales were $964.5 million in fiscal 2002, a decline of $129.2
million or 11.8 percent as compared to $1,093.7 million in fiscal 2001. The
decrease is primarily attributable to an $80.0 million decline in non-branded
product sales, primarily as a result of choosing to exit several unprofitable or
low margin relationships and the termination of a Midwest co-pack canned
vegetable contract. The termination of the Midwest co-pack canned vegetable
contract accounted for a reduction in net sales of $21.1 million. The change in
fiscal 2002 results were also impacted by one-time events in fiscal 2001,
including, approximately $26.2 million in fiscal 2001 net sales generated from
inventory purchased from CoBank, the secured lender to PF Acquisition II, Inc.
(the "Northwest Inventory Purchase"). The Company also experienced a $20.3
million decline in its Birds Eye Voila! product line, resulting primarily from
competitive pressures in the bag meal category.
Gross Profit: Gross profit in fiscal 2002 increased $2.3 million to $213.3
million, as compared to $211.0 million in fiscal 2001. In addition, the
Company's gross profit margin in fiscal 2002 increased to 22.1 percent from 19.3
percent in fiscal 2001. The Company made efforts in fiscal 2002 to improve
profitability, including pricing actions, reductions in manufacturing costs, and
a reduction in fixed costs. The improvement in gross profit was achieved despite
an increase in warehousing costs resulting from an increase in inventory levels.
Selling, Administrative, and General Expenses: Selling, administrative, and
general expenses were $115.4 million in fiscal 2002, a decrease of $15.0 million
or 11.5 percent as compared to $130.4 million in fiscal 2001. The decrease is
primarily attributable to an $8.8 million reduction in amortization expense
resulting from the implementation of SFAS 142. See NOTE 3 to the "Notes to
Consolidated Financial Statements." In addition, a reduction in fixed expenses
of approximately $5.3 million was primarily associated with both the
restructuring actions outlined below, as well as general company-wide reductions
in spending.
17
Continuing Segment Operating Income: Continuing segment operating income was
$97.7 million in fiscal 2002, an increase of $15.3 million, or 18.6 percent, as
compared to $82.4 million in fiscal 2001. This increase is attributable to the
factors discussed above and the impact of the fiscal 2002 restructuring charge
described below. The increase in operating income within branded frozen, branded
dry, and non-branded was $4.2 million, $7.5 million, and $6.2 million,
respectively which includes the impact of the reduction in amortization expense
resulting from the implementation of SFAS 142. Significant variances are
highlighted below in "Segment Review."
Restructuring: On June 23, 2000 the Company sold its pickle business to Dean
Pickle and Specialty Product Company. As part of that transaction, Birds Eye
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.
In addition, on October 12, 2001, the Company announced a reduction of
approximately 7 percent of its nationwide workforce, for a total of
approximately 300 positions. The reductions were part of an ongoing focus on
low-cost operations and included both salaried and hourly positions. In
conjunction with the reductions, the Company recorded a charge against earnings
of approximately $1.6 million in fiscal 2002, primarily comprising employee
termination benefits. Reductions in personnel included operational and
administrative positions.
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 Statement of Financial Accounting Standard ("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 fiscal 2002. See NOTE 12
to the "Notes to Consolidated Financial Statements."
Income from Great Lakes Kraut Company, LLC: Income from GLK, a former joint
venture between Birds Eye Foods, Inc. and Flanagan Brothers, Inc. for fiscal
2002 was consistent with fiscal 2001. See NOTE 7 to the "Notes to Consolidated
Financial Statements regarding the March 2003 transaction with GLK.
Goodwill Impairment Charge: A goodwill impairment charge of $179.0 million was
recorded in fiscal 2002. A detailed discussion of the charge appears above
within "Changes from Fiscal 2002 to Fiscal 2003."
Interest Expense: Interest expense was $63.0 million in fiscal 2002, a decrease
of $13.1 million, as compared to $76.1 million in fiscal 2001. The decrease is
the result of a decrease in the weighted average interest resulting from general
interest rate reductions, and lower average outstanding interest-bearing debt
balances during fiscal 2002, of approximately $3.3 million. Interest expense
was, however, negatively impacted by a supplemental fee of $1.5 million paid in
September of 2001 in conjunction with the Company's previous credit facility
with Harris Trust and Savings Bank.
Pro-Fac Share of Income: Prior to the Transaction, the Company's contractual
relationship with Pro-Fac, as defined under the Marketing and Facilitation
Agreement entered in November 1994, required that 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 pretax earnings of the
Company. In years in which the Company had losses on products processed from
crops supplied by Pro-Fac, the Company reduced the commercial market value it
would otherwise pay to Pro-Fac by 90 percent of such losses, but in no case more
than 50 percent of pretax earnings of the Company. Accordingly, in fiscal 2002,
the Pro-Fac share of earnings was recorded at 50 percent of pretax earnings
prior to the impairment charge, based on agreement between both parties. In
fiscal 2001, 90 percent of earnings on patronage products exceeded 50 percent of
all pretax earnings of the Company. Accordingly, the Pro-Fac share of income was
recognized at the maximum of 50 percent of pretax earnings of the Company.
Tax (Provision)/ Benefit: During fiscal 2002, the Company recognized a tax
benefit of $30.8 million compared to a $5.0 million tax provision in fiscal
2001. The tax benefit in fiscal 2002 primarily resulted from a $41.5 million
benefit associated with the non-cash impairment charge. Further, in fiscal 2002,
an additional valuation allowance of $8.6 million was recorded for state net
operating losses and credits which negatively impacted the Company's effective
tax rate. See NOTE 11 to the "Notes to Consolidated Financial Statements" for
additional disclosures regarding income taxes.
Net Income: Net income for fiscal 2001 was $0.1 million compared to a net loss
of $130.7 million in fiscal 2002 due to the factors outlined above.
18
SEGMENT REVIEW
Branded Frozen: Branded frozen net sales were $368.8 million in fiscal 2002, a
decline of $35.7 million, or 8.8 percent as compared to $404.5 million in fiscal
2001. A significant contributing factor to the decline resulted from the
weakened bagged meal category and its negative impact on the Company's Birds Eye
Voila! product line. During fiscal 2002, net sales for the Company's Birds Eye
Voila! product line declined $20.3 million. Net sales of the Company's
nationally and regionally branded frozen vegetable products declined $15.4
million. The reduction was primarily attributable to competitive pressures in
the markets in which these compete.
The Company tracks retail sales in many of the categories in which it competes
using data from Information Resources, Inc. ("IRI"). IRI data is, however,
limited as IRI does not capture sales at several 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 on a unit basis declined 6 percent for the 52-week period
ending June 23, 2002. Including management's estimate of the Company's share of
the private label market, the Company believes its overall market share on a
unit basis in the frozen vegetable category (excluding frozen soups) for the
52-week period ending June 23, 2002 was 32 percent which was consistent with the
52-week period ending June 24, 2001. The Company's branded market share on a
unit basis at June 23, 2002 was 21.0 percent compared to 20.9 percent at June
24, 2001. The bagged meal category for the 52-week period ending June 23, 2002
declined 14 percent on a unit basis. Market share on a unit basis for the
Company's Birds Eye Voila! skillet meal product offering for the 52-week period
ending June 23, 2002 was 26 percent compared to 29 percent for the 52-week
period ending June 24, 2001.
Branded frozen EBITDA was $84.5 million in fiscal 2002, a decrease of $0.3
million or 0.4 percent as compared to $84.8 million in fiscal 2001. In spite of
the net sales decline, EBITDA remained consistent as a result of numerous
actions taken throughout the year to improve earnings. These actions included:
(a) pricing initiatives, (b) improved production costs resulting from workforce
reductions, an improved harvest and further manufacturing efficiencies, and (c)
company-wide efforts to reduce spending.
Branded Dry: Branded dry net sales were $222.3 million in fiscal 2002, a decline
of $13.5 million or 5.7 percent as compared to $235.8 million in fiscal 2001.
Prepared chili and canned meals, under the Nalley brand was the largest
contributor and accounted for $5.0 million of the decrease in net sales. Mild
weather which tends to have a negative impact on the overall chili category was
the primary factor for the net sales decline. The remaining decline of $8.5
million in branded dry net sales resulted from modest declines in dressings,
fillings and toppings, and canned vegetables.
Despite the decline in net sales, EBITDA for the branded dry segment improved by
$5.1 million or 12.7 percent to $45.2 million in fiscal 2002 as compared to
$40.1 million in fiscal 2001. As highlighted above, this positive growth was the
result of numerous actions taken throughout the year to improve earnings,
including: (a) pricing increases, (b) reductions in production costs resulting
from workforce reductions, an improved harvest and further manufacturing
efficiencies, and (c) company-wide efforts to reduce spending.
Non-Branded: Non-branded net sales were $373.4 million in fiscal 2002, a decline
of $80.0 million or 17.6 percent as compared to $453.4 million in fiscal 2001.
The decline is largely the result of one-time events in fiscal 2001, including
$21.1 million of net sales associated with the expiration of a co-pack canned
vegetable contract, and $26.2 million of net sales associated with the Northwest
Inventory Purchase. In addition, during fiscal 2002, the Company initiated a
review of its non-branded vegetable customers, choosing to exit several
unprofitable or low margin relationships. As a result of these decisions, net
sales on non-branded frozen vegetables declined approximately $25.0 million in
fiscal 2002. Non-branded EBITDA was $0.1 million in fiscal 2002, an improvement
of $4.6 million in fiscal 2002 compared to fiscal 2001 as a result of the
factors described above.
As highlighted above, IRI data does not track non-branded or private label
retail sales. Including management's estimate of the Company's share of the
private label market, the Company believes its overall market share on a unit
basis in the frozen vegetable category (excluding frozen soups) for both 52-week
periods ending June 23, 2002 and June 24, 2001 was 31.8 percent.
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: trade accounts
receivable, inventories, self-insurance programs, promotional activities, and
identifiable intangible assets, long-lived assets, and goodwill.
19
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.
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 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.
Inventories: Under the first-in, first-out ("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 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. See NOTE 3 to the "Notes to Consolidated Financial Statements."
LIQUIDITY AND CAPITAL RESOURCES
The following discussion highlights the major variances in the Consolidated
Statement of Cash Flows for fiscal 2003 compared to fiscal 2002.
Net cash provided by operating activities was $126.8 million in fiscal 2003, an
increase of $112.2 million as compared to fiscal 2002. This significant increase
is primarily the result of a decline in working capital needs. During fiscal
2003, management focused significant efforts on reducing its inventory position.
As a result, net inventories (including prepaid manufacturing expense) decreased
$73.5 million in fiscal 2003. The Company's inventory position is at the lowest
level in four years. Reductions in the use of operating cash flow were also
experienced in the liquidation of outstanding accounts payable and accrued
liabilities. Such reductions occurred as a result of management's efforts to
reduce inventory and realign its operating facilities. In addition, operating
cash flow in fiscal 2002 was impacted by the payment of the remaining balance on
the purchase price of frozen vegetable inventory from AgriFrozen's lender. See
NOTE 15 to the "Notes to Consolidated Financial Statements." Management will
continue to focus its efforts on reducing the Company's working capital needs.
Net cash provided by investing activities of $38.1 million in fiscal 2003
increased $43.4 million from cash used in investing activities of $5.3 million
in fiscal 2002. The increase was primarily the result of proceeds received in
the current year as a result of dispositions
20
of $27.3 million. Proceeds from the sale of the Veg-All business accounted for
the largest component. In addition, the disposition of the Company's investment
in GLK and repayments from GLK related to working capital advances benefited net
cash provided by investing activities by $14.7 million. See NOTE 7 to the "Notes
to Consolidated Financial Statements." Capital expenditures were $16.4 million
for fiscal 2003 as compared to $15.0 million in fiscal 2002. 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 used in financing activities was $25.9 million in fiscal 2003, an
increase of $23.6 million as compared to cash used of $2.3 million in fiscal
2002. This increase is primarily the result of the Transaction consummated on
August 19, 2002 resulting in a substantial refinancing of, and modification to,
the capital structure of the Company. In addition, in fiscal 2003, payments made
pursuant to the Termination Agreement as well as other payments to Pro-Fac were
$12.1 million, and payments for expenses and fees related to the Transaction
were $6.0 million. The payments on the Subordinated Promissory Note in
connection with the GLK Transaction also contributed to the increase in cash
used in financing activities. See NOTES 2 and 7 to the "Notes to Consolidated
Financial Statements" for additional disclosure regarding the Transaction and
the GLK Transaction, respectively.
Senior Credit Facility: In connection with the Transaction, Birds Eye 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 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.
As of June 28, 2003, (i) there were no cash borrowings outstanding under the
Revolving Credit Facility, (ii) there were $25.2 million in letters of credit
outstanding, and (iii) availability under the Revolving Credit Facility, after
taking into account the amount of borrowings and letters of credit outstanding,
was $174.8 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 ("Senior Credit Agreement"), and is
adjusted quarterly based on the calculation of the Consolidated Leverage Ratio.
As of June 28, 2003, the Senior Credit Facility bears interest in the case of
base rate loans at the base rate plus (i) 1.25 percent for loans under the
Revolving Credit Facility, and (ii) 1.75 percent for loans under the Term Loan
Facility or in the case of LIBOR loans at LIBOR plus (i) 2.25 percent for loans
under the Revolving Credit Facility and (ii) 2.75 percent for loans under the
Term Loan Facility. The incremental percentages presented vary based upon the
Company's Consolidated Leverage Ratio, as defined. The initial unused commitment
fee is 0.375 percent on the daily average unused commitment under the Revolving
Credit Facility and also varies based on the Company's Consolidated Leverage
Ratio.
The Term Loan Facility requires payments in quarterly installments in the amount
of $675,000 until September 30, 2007. Beginning December 31, 2007, the quarterly
payments are $64,125,000. The Term Loan Facility matures 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 Consolidated Leverage Ratio.
The Term Loan Facility was subject to the following amortization schedule at
June 28, 2003, and includes an estimated $13.1 million of "excess cash flow" to
be paid on or before October 11, 2003.
(Dollars in Millions)
Fiscal Year Term Loan B
------------------- -----------
2004 $ 15.8
2005 2.7
2006 2.7
2007 2.7
2008 and thereafter 244.8
---------
$ 268.7
=========
21
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. The Company is in compliance with all
covenants, restrictions, and requirements under the terms of the Senior Credit
Facility.
The Company is in process of negotiating an amendment to its Senior Credit
Facility. If successful, the amendment will provide the Company with the ability
to repurchase a certain amount of its Senior Subordinated Notes.
The Company's obligations under the Senior Credit Facility are guaranteed by
Holdings Inc. and certain of the Company's subsidiaries.
Senior Subordinated Notes - 11 7/8 Percent (due 2008): In fiscal 1999, the
Company issued Senior Subordinated Notes (the "Notes") for $200.0 million
aggregate principal amount due November 1, 2008. Interest on the Notes accrues
at the rate of 11 7/8 percent per annum and is payable semiannually in arrears
on May 1 and November 1.
The Notes represent general unsecured obligations of the Company, subordinated
in right of payment to certain other debt obligations of the Company (including
the Company's obligations under the Senior Credit Facility). The Notes are
guaranteed by Pro-Fac and certain of the Company's subsidiaries.
The Notes contain customary covenants and restrictions on the Company's ability
to engage in certain activities, including, but not limited to: (i) limitations
on the incurrence of indebtedness and liens; (ii) limitations on consolidations,
mergers, sales of assets, transactions with affiliates; and (iii) limitations on
dividends and other distributions. The Company is in compliance with all
covenants, restrictions, and requirements under the Notes.
The Company, principal shareholders, or their affiliates may, from time-to-time,
enter the market to purchase or sell Senior Subordinated Notes in compliance
with any applicable securities laws.
Contractual Obligations: The following table summarizes the Company's future
obligations under contracts as of June 28, 2003:
(Dollars in Millions)
Contractual Obligations 2004 2005 2006 2007 2008 Thereafter Total
- ----------------------- ------- ------ ------ ------ ------- ---------- --------
Term Loan Facility $ 15.8 $ 2.7 $ 2.7 $ 2.7 $ 129.6 $ 115.2 $ 268.7
Senior Subordinated Notes - 11 7/8 Percent 0.0 0.0 0.0 0.0 0.0 200.0 200.0
Obligations under capital leases 0.9 0.8 0.8 0.5 0.0 0.0 3.0
Operating leases 5.7 5.1 4.1 2.6 2.3 6.9 26.7
Termination Agreement 10.0 10.0 10.0 10.0 0.0 0.0 40.0
Other long-term debt 3.8 0.0 0.0 0.0 0.0 0.0 3.8
------- ------ ------ ------ -------- --------- --------
$ 36.2 $ 18.6 $ 17.6 $ 15.8 $ 131.9 $ 322.1 $ 542.2
======= ====== ====== ====== ======== ========= ========
Off Balance Sheet Arrangements: Birds Eye Foods entered into an agreement to
provide a guarantee in September 1995 on behalf of the City of Montezuma to
renovate a sewage treatment plant operated in Montezuma, Georgia. Birds Eye
Foods issued a guarantee of the loan in an original amount of approximately $3.3
million including interest. The guarantee expires in 2015 and requires payment
upon the occurrence of a shortfall in third-party revenue from the utilization
of the sewage treatment plant. In the event of such shortfall, Birds Eye Foods
would be required to pay the remainder of the loan for the City of Montezuma. As
of June 28, 2003, the outstanding loan amount including interest was $2.0
million.
OTHER MATTERS:
Capital Expenditures: The Company anticipates that capital expenditures for
fiscal years 2004 and 2005 will be in the range of approximately $20 million to
$25 million per annum. The Company believes that cash flow from operations and
borrowings under the Company's bank facilities will be sufficient to meet its
liquidity requirements for the foreseeable future.
Short- and Long-Term Trends: The Company believes new product introduction is
critical to building successful brands. During the past several years, the
Company has successfully introduced several new products. These introductions
include Birds Eye Voila! and Birds Eye Simply Grillin'. During the first quarter
of fiscal 2003, the Company introduced Birds Eye Hearty Spoonfuls, a frozen soup
product that includes large cut Birds Eye vegetables and bite sized pieces of
protein in a variety of flavors. Most recently, in June 2003, the Company
introduced new flavor varieties of frozen sauced vegetables to its largest
customer. These products feature unique flavor technology packaged in a
microwaveable tray for convenience and serve one to two member households. In
addition, the Company introduced new flavors of sauced vegetables in a
family-size bag.
22
In addition to developing products under the Birds Eye brand, management will
continue to explore launching new products under its other brands, including the
Freshlike product line which will launch a line of sauced vegetables in a
family-size bag in September of 2003.
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 from both the 2002 and 2003 growing seasons was adversely
affected by weather conditions in the prime growing areas in Michigan. Both raw
and frozen cherry costs have, therefore, significantly increased from historic
levels. To offset such increases in cherry costs, management has initiated
pricing actions on all of its cherry items.
For the 2003 crop season, unexpected higher than average temperatures in the
Northeast and Midwest regions reduced crop intake. While the reduction in crop
intake impacted the production cost and efficiency, management is actively
pursuing cost reduction initiatives to mitigate a portion of the crop-related
production cost increases.
Supplemental Information on Inflation: The changes in costs and prices within
the Company's business due to inflation were not significantly different from
inflation in the United States economy as a whole. Levels of capital investment,
pricing and inventory investment were not materially affected by changes caused
by inflation.
New Accounting Pronouncements: In January 2003, the FASB issued Interpretation
No. 46, "Consolidation of Variable Interest Entities, an Interpretation of ARB
No. 51" ("FIN 46"). FIN 46 requires certain variable interest entities to be
consolidated by the primary beneficiary of the entity if the equity investors in
the entity do not have the characteristics of a controlling financial interest
or do not have sufficient equity at risk for the entity to finance its
activities without additional subordinated financial support from other parties.
FIN 46 is effective for all new variable interest entities created or acquired
after January 31, 2003. For variable interest entities created or acquired prior
to February 1, 2003, the provisions of FIN 46 must be applied for the first
interim or annual period beginning after June 15, 2003. The Company does not
expect FIN 46 to have a material effect on its consolidated financial
statements.
In April 2003, the FASB issued SFAS 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities" SFAS 149 amends and clarifies
financial accounting and reporting for derivative instruments and for hedging
activities under SFAS 133, "Accounting for Derivative Instruments and Hedging
Activities." This statement clarifies under what circumstances a contract with
an initial net investment meets the characteristic of a derivative discussed in
SFAS 133, clarifies when a derivative contains a financing component, amends the
definition of an underlying to conform it to language used in FIN 45 and amends
certain other existing pronouncements. These changes are intended to result in
more consistent reporting of contracts as either derivatives or hybrid
instruments. The statement is generally effective for contracts entered into or
modified after, and for hedging relationships designated after June 30, 2003.
The Company does not expect SFAS 149 to have a material effect on its
consolidated financial statements.
In May 2003, the FASB issued SFAS 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." SFAS 150
improves the accounting for certain financial instruments that, under previous
guidance, issuers could account for as equity. The new Statement requires that
those instruments be classified as liabilities in the balance sheet. This
Statement is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003, except for mandatorily redeemable
financial instruments of nonpublic entities. The Company does not expect the
provisions of SFAS 150 to have a material impact on its results of operations or
consolidated financial statements.
ITEM 7A. 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 and certain commodity prices,
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 has entered 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.
23
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 June 28, 2003, the Company
had cash flow hedges for the Mexican peso with maturity dates ranging from July
2003 to June 2004. The fair value of the open contracts was an after-tax gain of
$0.3 million, recorded in accumulated other comprehensive income in
shareholder's equity. The forward contracts hedge approximately 80 percent of
the Company's planned intercompany sales. Amounts deferred to accumulated other
comprehensive income will be reclassified into cost of goods sold. For the year
ended June 28, 2003, approximately $0.1 million has been reclassified from other
comprehensive income to cost of goods sold. Hedge ineffectiveness was
insignificant.
Foreign Currency
Forward Outstanding
------------------------
Contract amounts 125 million Pesos
Weighted average settlement exchange rate 8.5%
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, which matured June 30, 2003, and two swap agreements on May 29,
2003 which mature June 30, 2004. All three swap agreements are designated as
cash flow hedges of the Company's forecasted corrugated purchases. At June 28,
2003, the Company had open swaps hedging approximately 65 percent of its planned
corrugated requirements. The fair value of the agreements is an after-tax loss
of approximately $18,000 recorded in accumulated other comprehensive income in
shareholder's equity.
Swap
Corrugated Outstanding
(Unbleached Kraftliner)
-----------------------------
Notional amount 24,000 short tons
Average paid rate $440/short ton
Average receive rate Floating rate/short ton - $439
Maturities through June 2004
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 two swap agreements on April 11, 2002 and January 28,
2003 designated as cash flow hedges of its forecasted polyethylene purchases.
The swaps hedge approximately 80 percent of the Company's planned polyethylene
requirements. The fair value of the agreement is an after-tax gain of
approximately $24,000 recorded in accumulated other comprehensive income in
shareholder's equity. The termination dates for the agreements are June 30, 2003
and June 30, 2004, respectively.
Swap
Polyethylene Outstanding
-------------------------------
Notional amount 4,500,000 pounds
Average paid rate $.483/pound
Average receive rate Floating rate - $.484/pound
Maturities through June 2004
24
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
ITEM Page
----- ----
Birds Eye Foods, Inc. and Consolidated Subsidiaries:
Independent Auditors' Report.................................................................................... 26
Report of Independent Auditors.................................................................................. 27
Consolidated Statements of Operations, Accumulated Earnings/(Deficit), and
Comprehensive Income/(Loss) for the periods August 19, 2002 to June 28,
2003 and June 30, 2002 to August 18, 2002 and for the
years ended June 29, 2002 and June 30, 2001............................................................... 28
Consolidated Balance Sheets at June 28, 2003 and June 29, 2002................................................ 29
Consolidated Statements of Cash Flows for the periods August 19, 2002 to June 28, 2003 and
June 30, 2002 to August 18, 2002, and for the years ended June 29, 2002 and June 30, 2001 ................. 30
Notes to Consolidated Financial Statements.................................................................... 31
25
INDEPENDENT AUDITORS' REPORT
Board of Directors and Shareholder
Birds Eye Foods, Inc.
Rochester, New York
We have audited the accompanying consolidated balance sheet of Birds Eye Foods,
Inc. and subsidiaries as of June 28, 2003 (Successor Company), and the related
consolidated statements of operations, accumulated earnings (deficit), and
comprehensive income (loss), and cash flows for the period from August 19, 2002
through June 28, 2003 (Successor Company), and for the period from June 30, 2002
through August 18, 2002 (Predecessor Company). Our audit also included the 2003
financial statement schedule listed in the Index at Item 15. These financial
statements and financial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on the
financial statements and financial statement schedule based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Birds Eye Foods, Inc. and
subsidiaries at June 28, 2003, and the results of their operations and their
cash flows for the period from August 19, 2002 through June 28, 2003 (Successor
Company) and for the period from June 30, 2002 through August 18, 2002
(Predecessor Company), in conformity with accounting principles generally
accepted in the United States of America. Also, in our opinion, such 2003
financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly, in all
material respects the information set forth therein.
/s/ Deloitte & Touche LLP
Rochester, New York
August 29, 2003
26
Report of Independent Auditors
To the Shareholders and Board of Directors of
Agrilink Foods, Inc.
In our opinion, the consolidated balance sheet as of June 29, 2002 and the
related consolidated statements of operations, accumulated earnings (deficit),
and comprehensive income, and of cash flows, for each of the two years in the
period ended June 29, 2002 which are included in this Form 10-K Equivalent
present fairly, in all material respects, the financial position, results of
operations and cash flows of Agrilink Foods, Inc. and its subsidiaries at June
29, 2002 and for each of the two years in the period ended June 29, 2002, in
conformity with accounting principles generally accepted in the United States of
America. In addition, in our opinion, the financial statement schedules listed
in the index appearing under Item 15(a)(2) on page 75 for the two years ended
June 29, 2002, present fairly, in all material respects, the information set
forth therein when read in conjunction with the related consolidated financial
statements. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Rochester, New York
August 28, 2002, except as to Notes 5 and 13 which are as of August 29, 2003
FINANCIAL STATEMENTS
Birds Eye Foods, Inc.
Consolidated Statements of Operations, Accumulated Earnings/(Deficit), and
Comprehensive Income/(Loss)
(Dollars in Thousands)
Periods Ended Fiscal Years Ended
--------------------------------------- ------------------------------
Successor | Predecessor Predecessor Predecessor
August 19, 2002- | June 30, 2002 - June 29, June 30,
June 28, 2003 | August 18, 2002 2002 2001
----------------- | --------------- ------------- -------------
|
Net sales $ 779,049 | $ 99,216 $ 964,454 $ 1,093,742
Cost of sales (596,401) | (76,255) (751,151) (882,775)
----------- | ----------- ----------- -----------
Gross profit 182,648 | 22,961 213,303 210,967
Selling, administrative, and general expenses (106,452) | (15,156) (115,403) (130,393)
Restructuring 0 | 0 (2,622) 0
Gain from pension curtailment 0 | 0 2,472 0
Income from Great Lakes Kraut Company, LLC 1,770 | 277 2,457 1,779
Goodwill impairment charge 0 | 0 (179,025) 0
----------- | ----------- ----------- -----------
Operating income/(loss) before dividing |
with Pro-Fac 77,966 | 8,082 (78,818) 82,353
|
Interest expense (40,789) | (7,531) (63,001) (76,101)
----------- | ----------- ----------- -----------
Pretax income/(loss) from continuing operations |
and before dividing with Pro-Fac 37,177 | 551 (141,819) 6,252
Pro-Fac share of income 0 | 0 (16,842) (732)
----------- | ----------- ----------- -----------
Pretax income/(loss) from continuing operations 37,177 | 551 (158,661) 5,520
Tax (provision)/benefit (14,877) | (226) 30,806 (4,984)
----------- | ----------- ----------- -----------
Income/(loss) before discontinued operations 22,300 | 325 (127,855) 536
Discontinued operations, net of tax (1,544) | (240) (2,839) (465)
----------- | ----------- ----------- -----------
Net income/(loss) 20,756 | 85 (130,694) 71
|
Accumulated earnings/(deficit) at beginning of |
period 0 | (126,623) 4,071 4,000
----------- | ----------- ----------- -----------
Accumulated earnings/(deficit) at end of period $ 20,756 | $ (126,538) $ (126,623) $ 4,071
=========== | =========== =========== ===========
|
Net income/(loss) $ 20,756 | $ 85 $ (130,694) $ 71
Other comprehensive income/(loss): |
Minimum pension liability adjustment, net of |
taxes (11,257) | 0 0 (48)
Unrealized gain/(loss) on hedging activity, |
net of taxes 348 | 0 (412) 618
----------- | ----------- ----------- -----------
Comprehensive income/(loss) $ 9,847 | $ 85 $ (131,106) $ 641
=========== | =========== =========== ===========
|
Accumulated other comprehensive income/(loss) at |
beginning of period $ 0 | $ (367) $ 45 $ (525)
Unrealized gain/(loss) on hedging activity, net |
of taxes 348 | 0 (412) 618
Minimum pension liability, net of taxes (11,257) | 0 0 (48)
----------- | ----------- ----------- -----------
Accumulated other comprehensive (loss)/income at |
end of period $ (10,909) | $ (367) $ (367) $ 45
=========== | =========== =========== ===========
The accompanying notes are an integral part of these consolidated
financial statements.
28
Birds Eye Foods, Inc.
Consolidated Balance Sheets
(Dollars in Thousands)
Successor | Predecessor
June 28, | June 29,
2003 | 2002
------------ | ------------
|
ASSETS |
Current assets: |
Cash and cash equivalents $ 153,756 | $ 14,686
Accounts receivable trade, net of allowances for doubtful accounts of |
$978 and $731, respectively 58,230 | 68,419
Accounts receivable, other 1,841 | 7,581
Income taxes refundable 407 | 0
Inventories, net 206,584 | 294,315
Current investment in CoBank 2,464 | 3,347
Prepaid manufacturing expense 12,053 | 19,168
Prepaid expenses and other current assets 12,239 | 18,770
Assets held for sale 13,501 | 3,890
Due from Pro-Fac Cooperative, Inc. 0 | 11,730
Current deferred tax asset 15,508 | 2,923
----------- | -----------
Total current assets 476,583 | 444,829
Investment in CoBank 3,038 | 6,294
Investment in and advances to Great Lakes Kraut Company, LLC 0 | 14,586
Property, plant, and equipment, net 195,199 | 288,120
Goodwill 37,050 | 56,210
Trademarks and other intangible assets, net 168,321 | 11,305
Other assets 24,547 | 22,160
Note receivable due from Pro-Fac Cooperative, Inc. 712 | 9,400
Non-current deferred tax asset 3,933 | 4,837
----------- | -----------
Total assets $ 909,383 | $ 857,741
=========== | ===========
LIABILITIES AND SHAREHOLDER'S EQUITY |
|
Current liabilities: |
Current portion of obligations under capital leases $ 704 | $ 821
Current portion of long-term debt 19,611 | 14,916
Current portion of Termination and Transitional Service Agreements with Pro-Fac |
Cooperative, Inc. 9,403 | 0
Accounts payable 67,150 | 71,198
Income taxes payable 0 | 879
Accrued interest 4,106 | 6,255
Accrued employee compensation 10,225 | 8,000
Other accrued expenses 39,979 | 40,154
Growers payable due to Pro-Fac Cooperative, Inc. 8,504 | 0
----------- | -----------
Total current liabilities 159,682 | 142,223
Obligations under capital leases 1,833 | 2,528
Long-term debt 459,970 | 623,057
Long-term portion of Termination and Transitional Service Agreements with Pro-Fac |
Cooperative, Inc. 24,031 | 0
Other non-current liabilities 52,330 | 28,918
----------- | -----------
Total liabilities 697,846 | 796,726
----------- | -----------
Commitments and Contingencies |
|
Shareholder's Equity: |
Common stock, par value $.01; 11,000 shares authorized, issued and outstanding |
11,000 and 10,000 shares, respectively 0 | 0
Additional paid-in capital 201,690 | 188,005
Accumulated earnings/(deficit) 20,756 | (126,623)
Accumulated other comprehensive income/(loss): |
Unrealized gain on hedging activity, net of taxes 348 | 206
Minimum pension liability, net of taxes (11,257) | (573)
----------- | -----------
Total shareholder's equity 211,537 | 61,015
----------- | -----------
Total liabilities and shareholder's equity $ 909,383 | $ 857,741
=========== | ===========
The accompanying notes are an integral part of these consolidated financial
statements.
29
Birds Eye Foods, Inc.
Consolidated Statements of Cash Flows
(Dollars in Thousands)
Periods Ended Fiscal Years Ended
-------------------------------------- --------------------------
Successor | Predecessor Predecessor Predecessor
August 19, 2002 - | June 30, 2002 - June 29, June 30,
June 28, 2003 | August 18, 2002 2002 2001
----------------- | --------------- ------------ ------------
|
Cash Flows from Operating Activities: |
Net income/(loss) $ 20,756 | $ 85 $(130,694) $ 71
Adjustments to reconcile net income/(loss) to net cash |
provided by/(used in) operating activities - |
Goodwill impairment charge 0 | 0 179,025 0
Amortization of certain intangible assets and goodwill 2,262 | 144 1,147 9,860
Depreciation 22,129 | 3,833 30,850 30,706
Amortization of debt issue costs, amendment costs, debt |
discounts and premiums, and interest in-kind 9,197 | 1,201 6,968 6,964
Equity in undistributed earnings of Great Lakes Kraut |
Company, LLC (1,109) | (277) (1,795) (1,243)
Equity in undistributed earnings of CoBank (29) | 0 (97) (97)
Transitional Service Agreement with Pro-Fac |
Cooperative,Inc. (455) | 0 0 0
Provision/(benefit) for deferred taxes 13,481 | 0 (31,934) 3,464
Provision for losses on accounts receivable 570 | 0 557 610
Change in assets and liabilities: |
Accounts receivable 13,541 | 1,818 16,935 11,252
Inventories and prepaid manufacturing expense 106,699 | (33,170) 22,800 (20,690)
Income taxes (payable)/refundable (1,211) | (75) 1,151 7,059
Accounts payable and other accrued expenses (10,092) | (10,972) (68,640) 18,197
Due to/(from) Pro-Fac Cooperative, Inc., net (13,433) | 8,649 (11,485) (9,386)
Other assets and liabilities, net (7,623) | 909 (142) (2,907)
--------- | --------- --------- ---------
Net cash provided by/(used in) operating activities 154,683 | (27,855) 14,646 53,860
--------- | --------- --------- ---------
|
Cash Flows from Investing Activities: |
Purchase of property, plant, and equipment (14,175) | (2,187) (15,026) (25,126)
Proceeds from disposals 27,349 | 0 595 5,797
Proceeds from note receivable 4,978 | 0 0 0
Issuance of note receivable to Pro-Fac Cooperative, Inc. (700) | 0 0 0
Proceeds from investment in CoBank 3,053 | 1,115 5,114 4,259
Repayments from/(advances to) Great Lakes Kraut Company, LLC 6,285 | (1,512) 4,016 (10,678)
Disposition of investment in Great Lakes Kraut Company, LLC 13,900 | 0 0 0
--------- | --------- --------- ---------
Net cash provided by/(used in) investing activities 40,690 | (2,584) (5,301) (25,748)
--------- | --------- --------- ---------
Cash Flows from Financing Activities: |
Proceeds from issuance of long-term debt 270,000 | 0 0 0
Birds Eye Holdings, Inc. investment 175,590 | 0 0 0
Payments on Subordinated Promissory Note (25,000) | 0 0 0
Net (payments)/proceeds on prior revolving credit facility (22,000) | 22,000 0 (5,700)
Payments on long-term debt (402,488) | (292) (11,790) (18,084)
Payments on Termination Agreement and other payments to |
Pro-Fac Cooperative, Inc. (12,118) | 0 0 0
Payments on capital leases (775) | (38) (620) (449)
Cash paid for debt issuance costs (24,743) | 0 0 0
Cash paid for transaction fees (6,000) | 0 0 0
Cash paid for debt amendments 0 | 0 (1,694) (1,730)
Capital contribution by Pro-Fac Cooperative, Inc. 0 | 0 11,789 513
--------- | --------- --------- ---------
Net cash (used in)/provided by financing activities (47,534) | 21,670 (2,315) (25,450)
--------- | --------- --------- ---------
Net change in cash and cash equivalents 147,839 | (8,769) 7,030 2,662
Cash and cash equivalents at beginning of period 5,917 | 14,686 7,656 4,994
--------- | --------- --------- ---------
Cash and cash equivalents at end of period $ 153,756 | $ 5,917 $ 14,686 $ 7,656
========= | ========= ========= =========
Supplemental Disclosure of Cash Flow Information: |
Cash paid during the year for: |
Interest $ 36,543 | $ 3,837 $ 62,901 $ 75,375
========= | ========= ========= =========
Income taxes (paid)/refunded, net $ (3,906) | $ (134) $ (1,298) $ 7,154
========= | ========= ========= =========
Supplemental schedule of non-cash investing and financing |
activities: |
Capital lease obligations incurred $ 49 | $ 0 $ 3,185 $ 448
========= | ========= ========= =========
Birds Eye Holdings, Inc. investment $ 32,100 | $ 0 $ 0 $ 0
========= | ========= ========= =========
The accompanying notes are an integral part of these consolidated
financial statements.
30
BIRDS EYE FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company: Birds Eye Foods, Inc., formerly Agrilink Foods, Inc., (the
"Company" or "Birds Eye Foods"), incorporated in 1961, is a producer and
marketer of processed food products. The Company has three primary segments in
which it markets its products, they include: branded frozen, branded dry, and
non-branded products. The majority of each of the segments' 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"), Birds Eye 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"), 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 Birds Eye Foods and all of its subsidiaries
following the Transaction. The term "predecessor" refers to Birds Eye Foods
prior to the change in control on August 19, 2002.
Basis of Presentation: The accompanying consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States of America ("GAAP") which requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates.
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. In
accordance with the guidelines for accounting for business combinations, the
investment by Vestar/Agrilink Holdings and its co-investors ("Vestar") plus
related purchase accounting adjustments have been "pushed down" and recorded in
Birds Eye Foods' financial statements for the period subsequent to August 18,
2002, resulting in a new basis of accounting for the "successor" period.
Reclassification: Prior year information is reclassified whenever necessary to
conform with the current year's presentation.
Fiscal Year: The fiscal year of Birds Eye Foods ends on the last Saturday in
June. Fiscal 2003 and 2002 comprised 52 weeks and fiscal 2001 comprised 53
weeks.
Recently Adopted and New Accounting Pronouncements: In August 2001, the
Financial Accounting Standards Board ("FASB") issued Statement of Financial
Accounting Standards ("SFAS") 144 "Accounting for the Impairment or Disposal of
Long-Lived Assets." Effective June 30, 2002, Birds Eye Foods adopted SFAS 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 flows and that the impairment loss be recognized as the
difference between the carrying amount and fair value of the asset. Under SFAS
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 144 did not impact the Company's profitability. See NOTE 5 to
the "Notes to Consolidated Financial Statements" for additional disclosures
regarding discontinued operations.
In June 2002, the FASB issued SFAS 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 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 required a liability for exit costs be
recognized at the date of an entity's commitment to an exit plan. The provisions
of SFAS 146 must be adopted for exit or disposal activities that are initiated
after December 31, 2002.
In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Others" ("FIN 45"). FIN 45 requires that a liability be recorded on the
guarantor's balance sheet upon issuance of a guarantee. In addition, FIN 45
requires disclosures about the guarantees that an entity has issued. The Company
has
31
applied the recognition provisions of FIN 45 prospectively to guarantees issued
after December 31, 2002 as required by the interpretation. The disclosure and
recognition provisions of FIN 45 have been adopted in this report and did not
have a material effect on its consolidated financial statements. See NOTE 14 to
the "Notes to Consolidated Financial Statements" for additional disclosures
regarding FIN 45.
In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities, an Interpretation of ARB No. 51" ("FIN 46"). FIN 46
requires certain variable interest entities to be consolidated by the primary
beneficiary of the entity if the equity investors in the entity do not have the
characteristics of a controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support from other parties. FIN 46 is effective for all
new variable interest entities created or acquired after January 31, 2003. For
variable interest entities created or acquired prior to February 1, 2003, the
provisions of FIN 46 must be applied for the first interim or annual period
beginning after June 15, 2003. The Company does not expect FIN 46 to have a
material effect on its consolidated financial statements.
In April 2003, the FASB issued SFAS 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." SFAS 149 amends and clarifies
financial accounting and reporting for derivative instruments and for hedging
activities under SFAS 133, "Accounting for Derivative Instruments and Hedging
Activities." This statement clarifies under what circumstances a contract with
an initial net investment meets the characteristic of a derivative discussed in
SFAS 133, clarifies when a derivative contains a financing component, amends the
definition of an underlying to conform it to language used in FIN 45 and amends
certain other existing pronouncements. These changes are intended to result in
more consistent reporting of contracts as either derivatives or hybrid
instruments. The statement is generally effective for contracts entered into or
modified after, and for hedging relationships designated after, June 30, 2003.
The Company does not expect SFAS 149 to have a material effect on its
consolidated financial statements.
In May 2003, the FASB issued SFAS 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." SFAS 150
improves the accounting for certain financial instruments that, under previous
guidance, issuers could account for as equity. The new Statement requires that
those instruments be classified as liabilities in the balance sheet. This
Statement is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003, except for mandatorily redeemable
financial instruments of nonpublic entities. The Company does not expect the
provisions of SFAS 150 to have a material impact on its results of operations or
consolidated financial statements.
Cash and Cash Equivalents: Cash and cash equivalents include short-term
investments with original maturities of three months or less.
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 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 allowance for doubtful
accounts is approximately $1.0 million at June 28, 2003, and $0.7 million at
June 29, 2002.
Inventories: Inventories are stated at the lower of cost or market on the
first-in, first-out ("FIFO") method. The Company provides inventory reserves for
obsolete or slow moving inventory based on changes in consumer demand and other
economic conditions. Reserves recorded at June 28, 2003 and June 29, 2002 were
$7.6 million and $6.9 million, respectively.
Investment in CoBank: The Company's investment in CoBank was required as a
condition of previous borrowings. These securities are not physically issued by
CoBank, but rather the Company is notified as to their monetary value. The
investment is carried at cost plus the Company's share of the undistributed
earnings of CoBank (that portion of patronage refunds not distributed currently
in cash).
Earnings on the Company's investment in CoBank in fiscal years 2003, 2002, and
2001, amounted to approximately $57,000, $160,500, and $138,000, respectively.
Under the terms of previous borrowing arrangements, the Company's investment in
CoBank will be liquidated over the next five-year period.
Prepaid Manufacturing Expense: The allocation of manufacturing overhead to
finished goods produced is on the basis of a production period. Thus at the end
of each period, manufacturing costs incurred by seasonal plants, subsequent to
the end of previous pack operations, are deferred and included in the
accompanying balance sheet. Such costs are applied to inventory during the next
production period and recognized as an element of cost of goods sold.
32
Property, Plant, and Equipment and Related Lease Arrangements: Property, plant,
and equipment are depreciated over the estimated useful lives of the assets
using the straight-line method, half-year convention, over 1 to 33 years.
Lease arrangements are capitalized when such leases convey substantially all of
the risks and benefits incidental to ownership. Capital leases are amortized
over either the lease term or the life of the related assets, depending upon
available purchase options and lease renewal features.
Assets held for sale are separately classified on the balance sheet. The
recorded value represents an estimate of net realizable value.
Goodwill: Goodwill includes the cost in excess of the fair value of net
identifiable assets acquired in purchase transactions. Under the current
guidance of SFAS 142, goodwill is no longer amortized, but instead tested
annually for impairment. See NOTE 3 to the "Notes to Consolidated Financial
Statements."
Other Intangible Assets: Other intangible assets include non-competition
agreements, customer relationships, trademarks, and a trademark royalty
agreement. Other intangible assets are amortized on a straight-line basis over
one to fourteen years. Trademarks have been deemed to have an indefinite life
and are, therefore, not amortized.
Long-Lived Assets: It is the Company's policy to review the carrying value of
long-lived assets for impairment whenever events or changes in circumstances
indicate that the carrying value of such assets may not be recoverable.
Measurement of the impairment loss is based on the fair value of the asset.
Generally, fair value will be determined using valuation techniques such as the
present value of expected future cash flows.
Other Assets: Other assets are primarily comprised of debt issuance costs. Debt
issuance costs are amortized over the term of the debt. Amortization expense
incurred was approximately $4.5 million in fiscal 2003 and $2.8 million in each
of fiscal 2002 and 2001.
Derivative Financial Instruments: The Company does not engage in interest rate
speculation. Derivative financial instruments are utilized to hedge interest
rate risk, commodity price risk, and foreign currency related risk and are not
held for trading purposes. See NOTE 9 to the "Notes to Consolidated Financial
Statements" for additional disclosures of the Company's hedging activities.
Income Taxes: Income taxes are provided on income for financial reporting
purposes. Deferred income taxes resulting from temporary differences between
financial reporting and tax reporting are appropriately classified in the
balance sheet. See NOTE 11 to the "Notes to Consolidated Financial Statements."
Pension: The Company and its subsidiaries have several pension plans and
participate in various union pension plans which on a combined basis cover
substantially all hourly employees. Charges to income with respect to plans
sponsored by the Company and its subsidiaries are based upon actuarially
determined costs. Pension liabilities are funded by periodic payments to the
various pension plan trusts. See NOTE 12 to the "Notes to Consolidated Financial
Statements" for additional pension related disclosures.
Casualty Insurance: The Company is insured for workers compensation and
automobile liability through a primarily self-insured program. The Company
accrues for the estimated losses from both asserted and unasserted claims. The
estimate of the liability for unasserted claims arising from unreported
incidents is based on an analysis of historical claims data. The accrual for
casualty insurance at June 28, 2003 and June 29, 2002 was $3.6 million and $2.2
million, respectively.
Revenue Recognition: The Company recognizes revenue on shipments on the date the
merchandise is received by the customer and title transfers. Product sales are
reported net of applicable cash discounts, and sales allowances and promotions.
Shipping and Handling Expense: Shipping and handling expenses are included as a
component of cost of sales.
Advertising: Production costs of commercials and programming are charged to
operations in the year first aired. The costs of other advertising promotion and
marketing programs are expensed when incurred. Advertising expense incurred in
fiscal year 2003, 2002, and 2001, amounted to approximately $29.0 million, $18.2
million, and $17.4 million, respectively.
Environmental Expenditures: Environmental expenditures that pertain to current
operations are expensed or capitalized consistent with the Company's
capitalization policy. Expenditures that result from the remediation of an
existing condition caused by past operations that do not contribute to current
or future revenues are expensed. Liabilities are recorded when remedial
activities are probable, and the cost can be reasonably estimated.
33
Income from Great Lakes Kraut Company, LLC: Represents earnings received from
the investment in Great Lakes Kraut Company, LLC, a former joint venture formed
between Birds Eye Foods and Flanagan Brothers, Inc. See NOTE 7 to the "Notes to
Consolidated Financial Statements."
Earnings Per Share Data Omitted: The guidance of SFAS 128, "Earnings per Share,"
requires presentation of earnings per share by all entities that have issued
common stock or potential common stock if those securities trade in a public
market either on a stock exchange (domestic or foreign) or in the
over-the-counter market. Birds Eye Foods common stock is not publicly traded
and, therefore, earnings per share amounts are not presented.
Comprehensive Income: Under SFAS 130, the Company is required to display
comprehensive income and its components as part of the financial statements.
Comprehensive income/(loss) is comprised of net earnings and other comprehensive
income/(loss), which includes certain changes in equity that are excluded from
net earnings/(loss). The Company includes adjustments for minimum pension
liabilities and unrealized holding gains and losses on hedging transactions in
other comprehensive income/(loss).
Disclosures About Fair Value of Financial Instruments: The following methods and
assumptions were used by the Company in estimating its fair value disclosures
for financial instruments:
Cash and Cash Equivalents and Accounts Receivable: The carrying amount
approximates fair value because of the short maturity of these instruments.
Long-Term Investments: The carrying value of the investment in CoBank was
$5.5 million at June 28, 2003. As there is no market price for this
investment, a reasonable estimate of fair value is not possible.
Long-Term Debt: The fair value of the long-term debt is estimated based on
the quoted market prices for the same or similar issues or on the current
rates offered for debt of the same remaining maturities. See NOTE 10 to the
"Notes to Consolidated Financial Statements."
NOTE 2. THE TRANSACTION
On June 20, 2002, Pro-Fac Cooperative, Inc., a New York agricultural
cooperative, Birds Eye 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, entered into a Unit Purchase Agreement. The
transactions contemplated in and consummated pursuant to the Unit Purchase
Agreement, are referred to herein collectively as the "Transaction." On August
19, 2002, pursuant to the Unit Purchase Agreement:
(i) Pro-Fac contributed to the capital of Agrilink Holdings LLC, a Delaware
limited liability company ("Holdings LLC"), all of the shares of Birds Eye Foods
common stock owned by Pro-Fac, constituting 100 percent of the issued and
outstanding shares of Birds Eye Foods capital stock, in consideration for Class
B common units of Holdings LLC, representing a 40.72 percent common equity
ownership at the Closing Date; 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 owned 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 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.
(iii) Immediately following Pro-Fac's contribution of its Birds Eye Foods common
stock to Holdings LLC, Holdings LLC contributed those shares valued at $32.1
million to Birds Eye Holdings Inc., formerly Agrilink Holdings Inc., ("Holdings
Inc."), a Delaware corporation and a direct, wholly-owned subsidiary of Holdings
LLC, and Birds Eye Foods became an indirect, wholly-owned subsidiary of Holdings
LLC.
(iv) As part of the Transaction, executive officers of Birds Eye Foods, and
certain other members of Birds Eye 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 at the
closing date. As of June 28, 2003, an additional approximately $0.5 million of
Class C common units and Class D common units, representing less than 1 percent
of the
34
common equity ownership, remained unissued. The management investors, together
with Vestar and Pro-Fac are parties to a Securityholders Agreement and a Limited
Liability Company Agreement, which are described in Part III, Item 13 of this
Report under the heading "Certain Relationships and Related Transactions --
Certain Agreements Relating to the Transaction."
Prior to the Transaction, certain amounts owed by Pro-Fac to Birds Eye 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 141, "Business Combinations." Under purchase accounting,
tangible and identifiable intangible assets acquired and liabilities assumed
will be recorded at their respective fair values. The final allocation of
purchase price has been presented in the financial statements and is based on
valuations and other studies which provide the basis for such an allocation.
Holdings Inc. has pushed down its purchase accounting to Birds Eye Foods. In
accordance with generally accepted accounting principles, the excess investment
made by Holdings Inc. over the fair value of the identifiable assets and
liabilities of the Company as of the Closing Date was approximately $46.5
million. The allocation of the purchase price was as follows:
(Dollars in Thousands)
Amount
------
Working capital $278,532
Fixed assets 218,610
Intangibles:
Trade names 154,700
Customer relationships 8,000
Backlog 527
Other intangibles 11,161
Goodwill 46,500
Other non-current assets 68,224
Long-term debt (498,414)
Other non-current liabilities (86,150)
--------
Total purchase price $201,690
========
As of August 19, 2002, management formulated a plan to exit certain portions of
its business. In connection with the Transaction, management determined that
approximately 171 employees would be terminated and announced the benefit
arrangements to those employees. These activities surrounded the Company's
decision to exit the popcorn and applesauce businesses and to relocate its
marketing function to Rochester, New York. As a result, approximately $2.0
million in severance costs and other related exit costs were 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."
Approximately $1.0 million has been liquidated as of June 28, 2003.
In February 2003, also in connection with the Transaction, the Company announced
that it would be closing and downsizing several vegetable processing facilities
and consolidating production over 4 to 15 months to create more efficient
facilities. The announcement was in furtherance of the final formulation of the
exit plan. The facilities impacted include those in Barker, New York;
Bridgeville, Delaware; Green Bay, Wisconsin; Oxnard, California; Uvalde, Texas,
the fresh production operation at Montezuma, Georgia; Lawton, Michigan; and Fond
du Lac, Wisconsin. Subsequent to closure, the Company intends to dispose of
these properties. In connection with these closings, 309 full-time production
employees were notified of their termination and benefit arrangements.
Additional costs to complete the exit plan include facility closure costs, lease
penalties, and contractual cancellation and termination fees. The following
table reflects the amount recorded as a liability for the exit plan to close
these facilities as well as amounts liquidated as of June 28, 2003. Adjustments
to this liability reflect additional information previously unavailable and the
result of negotiations completed by management:
Contractual Severance
Penalties and and
Other Costs Related Costs
----------- -------------
Initial liability $6.2 $2.3
Utilization (0.8) (0.4)
Adjustments 0.7 (0.5)
---- ----
Balance at June 28, 2003 $6.1 $1.4
==== ====
35
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 periods presented.
(Dollars in Thousands)
Predecessor Predecessor Predecessor
June 30, 2002- Fiscal Year Ended Fiscal Year Ended
August 18, June 29, June 30,
2002 2002 2001
-------------- ----------------- -----------------
Net Sales $99,216 $964,454 $1,093,742
Income before discontinued operations 1,072 32,560 26,315
Net Income 832 29,721 25,850
These unaudited pro forma results have been prepared for comparative purposes
only and primarily include adjustments for interest expense, taxes,
depreciation, the fair values of operating leases, income from the Transitional
Services Agreement with Pro-Fac and the elimination of the historical share of
income or loss that has been recorded. Included in pro forma net income for the
fiscal year ended June 29, 2002 are items of approximately $2.6 million related
to restructuring expense and a $2.5 million gain from pension curtailment.
Excluded from pro forma net income for the fiscal year ended June 29, 2002 is a
non-recurring goodwill impairment charge in the amount of approximately $179.0
million. These results 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 2001 fiscal year, or of the future operations of the
successor company.
NOTE 3. ACCOUNTING FOR GOODWILL AND INTANGIBLE ASSETS
Effective July 1, 2001, Birds Eye Foods adopted SFAS 142, "Goodwill and Other
Intangible Assets," which requires that goodwill not be amortized, but instead
be tested at least annually for impairment and expensed against earnings when
the carrying amount of the reporting unit's goodwill exceeds its implied fair
value. The Company completed the required impairment evaluation of goodwill and
other intangible assets in conjunction with its adoption of SFAS 142 which
indicated no impairment existed at that time.
During the quarter ended June 29, 2002, the Company identified certain
indicators of possible impairment of its goodwill. The main indicators of
impairment included the recent deterioration of general economic conditions,
lower valuations resulting from current market declines, modest category
declines in segments in which the Company operates, and the completion of the
terms of the Transaction with Pro-Fac and Vestar/Agrilink Holdings. These
factors indicated an erosion in the market value of the Company since the
adoption of SFAS 142.
As outlined under SFAS 142, the impairment test adhered to was a two-step
process. The first step was a review as to whether there was an indication that
goodwill was impaired. To do this, the Company identified its reporting units
and determined the carrying value of each by assigning the Company's assets and
liabilities, including existing goodwill. The Company then determined the fair
value of each reporting unit by using a combination of comparable food industry
trading and transaction multiples, including the implied multiple in the
Transaction with Pro-Fac and Vestar/Agrilink Holdings. See NOTE 2 to the "Notes
to Consolidated Financial Statements" for additional disclosures regarding the
Transaction.
In the second step, the Company compared the implied fair value of the goodwill
for the affected reporting units to its carrying value to measure the amount of
the impairment. In the fourth quarter of fiscal 2002, Birds Eye Foods recorded a
pretax, non-cash charge of approximately $179.0 million to reduce the carrying
value of its goodwill. The tax benefit associated with this non-cash charge was
approximately $41.5 million.
During the quarter ended June 28, 2003, the Company performed the annual
impairment test as required by SFAS 142. The fair value of the Company's
reporting units was determined and was compared to their carrying value,
indicating that no impairment exists at this time.
36
A summary of changes in the Company's goodwill during the year by business
segment is outlined as follows:
(Dollars in Thousands)
August 19, Effects of Disposition June 28,
2002 the Transaction of Veg-All(1) 2003
---------- --------------- ------------- --------
Branded frozen $ 0 $27,760 $ 0 $27,760
Branded dry 0 18,740 (9,450) 9,290
Non-branded 0 0 0 0
--- ------- ------- -------
Total $ 0 $46,500 $(9,450) $37,050
=== ======= ======= =======
(1) Represents the amount of goodwill removed as a result of the disposition of
the Veg-All business. See NOTE 5 to the "Notes to Consolidated Financial
Statements."
As outlined in SFAS 142, certain intangibles with a finite life, however, are
required to continue to be amortized. These intangibles are being amortized on a
straight-line basis over approximately 1 to 14 years. The following schedule
sets forth the major classes of intangible assets held by the Company:
(Dollars in Thousands)
Successor Predecessor
June 28, June 29,
2003 2002
------------------------ ------------------------
Gross Gross
Carrying Accumulated Carrying Accumulated
Amount Amortization Amount Amortization
------ ------------ ------ ------------
Amortized intangible assets:
Covenants not to compete $ 588 $ (139) $ 2,478 $(1,673)
Customer relationships 8,000 (778) 0 0
Other 10,406 (656) 12,000 (1,500)
-------- ------- ------- -------
Total $ 18,994 $(1,573) $14,478 $(3,173)
-------- ------- ------- -------
Unamortized intangible assets:
Trademarks $150,900 $ 0
-------- -------
Total $169,894 $14,478
======== =======
The aggregate amortization expense associated with intangible assets was
approximately $2.3 million for the successor period August 19, 2002 through June
28, 2003, $0.1 for the predecessor period June 30, 2002 through August 18, 2002,
and $1.1 million for fiscal 2002. The aggregate amortization expense for each of
the five succeeding fiscal years is estimated as follows:
(Dollars in Thousands)
2004 $1,798
2005 1,778
2006 1,778
2007 1,650
2008 1,639
A reconciliation of reported net income for fiscal 2001 adjusted to reflect the
adoption of SFAS 142 is provided below.
(Dollars in Thousands)
Predecessor
June 30,
2001
-----------
Reported net income $ 71
Addback: goodwill amortization (net of taxes) 5,140
------
Adjusted net income $5,211
======
37
NOTE 4. AGREEMENTS WITH PRO-FAC
In connection with the Transaction, Birds Eye Foods and Pro-Fac entered into
several agreements effective as of the Closing Date, including the following:
(i) Termination Agreement. Pro-Fac and Birds Eye 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 Birds Eye Foods (the "Old Marketing and Facilitation Agreement")
which, until the Closing Date, governed the crop supply and purchase
relationship between Birds Eye Foods and Pro-Fac, was terminated. In
consideration of such termination, Birds Eye Foods agreed to 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 is
payable 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. The amount of the obligation under the Termination Agreement was $32.8
million as of June 28, 2003.
(ii) Amended and Restated Marketing and Facilitation Agreement. Pro-Fac and
Birds Eye 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 replaces the Old Marketing and Facilitation Agreement and provides
that, among other things, Pro-Fac will be Birds Eye Foods' preferred supplier of
crops. Birds Eye 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. Birds Eye 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 Birds Eye Foods management to
establish CMV guidelines, review calculations, and report to a joint CMV
committee of Pro-Fac and Birds Eye Foods. Amounts paid by Birds Eye Foods to
Pro-Fac for the CMV of crops supplied for the fiscal years ended June 28, 2003,
June 29, 2002, and June 30, 2001 were $56.8 million, $71.7 million, and $69.0
million, respectively.
Unlike the Old Marketing and Facilitation Agreement, the Amended and Restated
Marketing and Facilitation Agreement does not permit Birds Eye 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 Birds Eye Foods any
part of Pro-Fac's patronage income. 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 Birds Eye 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 fiscal years ended June 29, 2002 and
June 30, 2001, Pro-Fac's share of income was $16.8 million and $0.7 million,
respectively.
The Amended and Restated Marketing and Facilitation Agreement also provides that
Birds Eye 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, Birds Eye 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 Birds Eye Foods'
incremental and out-of-pocket expenses related to providing such services as
agreed to by Pro-Fac and Birds Eye Foods).
Under the Amended and Restated Marketing and Facilitation Agreement, Birds Eye
Foods determines the amount of crops which Birds Eye Foods will acquire from
Pro-Fac for each crop year. If the amount to be purchased by Birds Eye Foods
during a particular crop year does not meet (i) a defined crop amount and (ii) a
defined target percentage of Birds Eye Foods' needs for each particular crop,
then certain shortfall payments will be made by Birds Eye Foods to Pro-Fac. The
defined crop amounts and targeted percentages were set based upon the needs of
Birds Eye 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.
38
Unless terminated earlier, the Amended and Restated Marketing and Facilitation
Agreement will continue in effect until August 19, 2012. Birds Eye Foods may
terminate the Amended and Restated Marketing and Facilitation Agreement prior to
August 19, 2012 upon the occurrence of certain events, including in connection
with a change in control transaction affecting Birds Eye Foods or Holdings Inc.
However, in the event Birds Eye Foods terminates the Amended and Restated
Marketing and Facilitation Agreement as a result of a change in control
transaction within three years of the Closing Date, Birds Eye 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, Birds Eye Foods sells one or more portions of its
business, and if the purchaser does not continue to purchase the crops
previously purchased by Birds Eye Foods with respect to the transferred
business, then such failure will be taken into consideration when determining if
Birds Eye Foods is required to make any shortfall payments to Pro-Fac. After
such three-year period, Birds Eye Foods may sell portions of its business and
the volumes of crop purchases previously made by Birds Eye Foods with respect to
such transferred business will be disregarded for purposes of determining
shortfall payments.
(iii) Transitional Services Agreement. Pro-Fac and Birds Eye Foods entered into
a transitional services agreement (the "Transitional Services Agreement") dated
as of the Closing Date, pursuant to which Birds Eye Foods agreed to provide
Pro-Fac certain administrative and other services for a period of 24 months from
the Closing Date. Birds Eye Foods will generally provide such services at no
charge to Pro-Fac, other than reimbursement of the incremental and out-of-pocket
costs associated with performing those services for Pro-Fac. The value of the
services to be provided to Pro-Fac has been estimated at approximately $1.1
million. The amount of the obligation outstanding under the Transitional
Services Agreement as of June 28, 2003 was $0.6 million. This obligation will be
reduced on a straight-line basis over the term of the agreement and as services
are provided. Also pursuant to the Transitional Services Agreement, the general
manager of Pro-Fac may also be an employee of Birds Eye Foods, in which case he
will report to the chief executive officer of Birds Eye Foods with respect to
his duties for Birds Eye 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 are employees of Birds Eye
Foods and report to the chief executive officer or other representatives of
Birds Eye Foods.
(iv) Credit Agreement. Birds Eye Foods and Pro-Fac have entered into a Credit
Agreement, dated August 19, 2002 (the "Credit Agreement"), pursuant to which
Birds Eye 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 up to $1.0 million per year under the Credit Facility, unless
Birds Eye Foods is prohibited from making such advances under the terms of
certain third party indebtedness of Birds Eye 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. As of June 28, 2003, there
was $0.7 million outstanding under this Credit Agreement.
In addition, prior to the Transaction, certain amounts totaling $36.5 million
owed by Pro-Fac to Birds Eye Foods were forgiven, including both borrowings for
the working capital needs of Pro-Fac and a $9.4 million demand receivable.
NOTE 5. DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE
As of August 19, 2002, the Company committed to a plan to sell the popcorn,
applesauce, and Veg-All operations previously reported in the branded dry and
non-branded segments, and completed these transactions in fiscal 2003.
On September 25, 2002, the Company sold its applesauce business to Knouse Foods.
Applesauce had been produced in the Company's Red Creek, New York and Fennville,
Michigan facilities. This sale resulted in the closure of the Red Creek, New
York facility. The Michigan plant will continue to operate as a production
facility.
On March 14, 2003, the Company sold its popcorn business and production facility
in Ridgway, Illinois to Gilster-Mary Lee Corporation.
On June 27, 2003, the Company sold its Veg-All business to Allen Canning
Company. This sale resulted in the closure of the Company's Green Bay facility.
The implementation of SFAS 144 resulted in the classification and separate
financial presentation of those businesses as discontinued operations and their
operations are, therefore, excluded from continuing operations. All prior period
Statements of Operations have been reclassified to reflect the discontinuance of
these operations. No gain or loss was recognized as a result of the disposition
of these operations.
39
The operating results of those businesses classified as discontinued operations
in the Statement of Operations are summarized as follows:
Periods Ended Fiscal Years Ended
------------------------------------ --------------------------
Successor Predecessor Predecessor Predecessor
August 19, 2002- June 30, 2002- June 29, June 30,
June 28, 2003 August 18, 2003 2002 2001
---------------- ---------------- ----------- -----------
Net Sales $31,684 $4,511 $46,086 $47,638
======= ====== ======= =======
Loss before income taxes $ (920) $ (407) $(3,523) $(4,789)
Income tax (provision)/benefit (624) 167 684 4,324
------- ------ ------- -------
Discontinued operations, net of tax $(1,544) $ (240) $(2,839) $ (465)
======= ====== ======= =======
In February 2003, in connection with the Transaction, the Company announced that
it would be closing and downsizing several vegetable processing facilities and
consolidating production over 4 to 15 months to create more efficient
facilities. Having met the criteria outlined in SFAS 144, the following
properties are classified as assets held for sale on the Company's Consolidated
Balance Sheet as of June 28, 2003: Bridgeville, Delaware; Green Bay, Wisconsin;
Uvalde, Texas and the fresh production operation at Montezuma, Georgia. The
Company is actively marketing these properties for sale, and intends to dispose
of these properties within one year. In addition, equipment at the leased
facility in Oxnard, California is included in held for sale.
As a result of the Company's decision to sell the popcorn and applesauce
operations, certain assets were classified as held for sale. Included in held
for sale at June 28, 2003 is the Red Creek, New York facility and the remaining
inventory.
Also included in assets held for sale are facilities located in Alamo, Texas;
Enumclaw, Washington; Sodus, Michigan; Hortonville, Wisconsin; and Alton, New
York facilities. These facilities are being actively marketed for sale.
The major classes of assets included in the Consolidated Balance Sheets as
assets held for sale at net realizable value are as follows:
(Dollars in Thousands)
Successor Predecessor
June 28, June 29,
2003 2002
--------- -----------
Inventories $ 80 $ 0
Property, plant and equipment, net 13,421 3,890
------- -------
Total $13,501 $3,890
======= ======
NOTE 6. INVENTORIES
The major classes of inventories are as follows:
(Dollars in Thousands)
Successor Predecessor
June 28, June 29,
2003 2002
--------- -----------
Finished goods $185,983 $266,469
Raw materials and supplies 20,601 27,846
-------- --------
Total inventories $206,584 $294,315
======== ========
NOTE 7. GREAT LAKES KRAUT COMPANY, LLC TRANSACTION
On July 1, 1997, the Company and Flanagan Brothers, Inc. ("Flanagan Brothers")
of Bear Creek, Wisconsin contributed all their assets involved in sauerkraut
production to form a new sauerkraut company. This company, Great Lakes Kraut
Company, LLC, ("GLK") operated as a New York limited liability company with
ownership and earnings divided equally between the two owners. The joint venture
was accounted for using the equity method of accounting.
40
Birds Eye Foods reached an agreement with Flanagan Brothers to transfer the
operating business of GLK to a newly-formed subsidiary of Flanagan Brothers,
pursuant to certain "buy-sell" provisions of the limited liability company
agreement of GLK (the "GLK Transaction"). In the GLK Transaction, a newly-formed
subsidiary of Birds Eye Foods, GLK Holdings, Inc., invested $11.1 million in
GLK, which was used to reduce the debt of GLK. Flanagan Brothers exchanged its
interest in GLK in return for a transfer to a newly-formed subsidiary of
Flanagan Brothers of all of the operating assets of GLK and the assumption of
all liabilities relating to the business of GLK. At the closing, GLK repaid $5.2
million to Birds Eye Foods for certain working capital loans made to GLK by
Birds Eye Foods. After the GLK Transaction, Birds Eye Foods and GLK Holdings
Inc. own 100 percent of GLK which has been renamed GLK, LLC and will continue to
own the Subordinated Promissory Note (see NOTE 10 to the "Notes to Consolidated
Financial Statements") of Birds Eye Foods and certain operating assets of Birds
Eye Foods or subsidiaries of Birds Eye Foods to be transferred. The GLK
Transaction closed effective March 2, 2003. As a result of the GLK Transaction,
the Subordinated Promissory Note of Birds Eye Foods, the Company's investment in
GLK, and all working capital advances to GLK were eliminated on a consolidated
basis. Summarized financial information of Great Lakes Kraut Company, LLC is as
follows:
Condensed Statement of Earnings
(Dollars in Thousands)
Fiscal Years Ended
------------------------------------------
June 30, 2002-
March 1, 2003 June 29, June 30,
(Unaudited) 2002 2001
-------------- -------- --------
Net sales and other revenue $25,907 $36,324 $32,996
Gross profit $ 4,101 $ 5,008 $ 5,556
Operating income $ 2,612 $ 3,465 $ 3,600
Net income $ 4,094 $ 4,914 $ 3,559
Condensed Balance Sheet
(Dollars in Thousands)
June 29,
2002
--------
Current assets $10,117
Non-current assets $39,958
Current liabilities $14,155
Non-current liabilities $14,665
41
NOTE 8. PROPERTY, PLANT AND EQUIPMENT AND RELATED OBLIGATIONS
The following is a summary of property, plant and equipment and related
obligations at June 28, 2003 and June 29, 2002:
(Dollars in Thousands)
Successor Predecessor
June 28, June 29,
2003 2002
--------------------------------------- ----------------------------------
Owned Leased Owned Leased
Assets Assets Total Assets Assets Total
----------- ---------- ----------- --------- ------- -----------
Land $ 12,640 $ 0 $ 12,640 $ 12,600 $ 0 $ 12,600
Land improvements 3,706 0 3,706 7,624 0 7,624
Buildings 58,125 395 58,520 107,923 395 108,318
Machinery and equipment 131,167 3,869 135,036 311,954 4,103 316,057
Construction in progress 8,944 0 8,944 10,221 0 10,221
-------- ------- -------- --------- ------- ---------
214,582 4,264 218,846 450,322 4,498 454,820
Less accumulated depreciation (22,183) (1,464) (23,647) (165,651) (1,049) (166,700)
-------- ------- -------- --------- ------- ---------
Net $192,399 $ 2,800 $195,199 $ 284,671 $ 3,449 $ 288,120
======== ======= ======== ========= ======= =========
Obligations under capital leases(1) $ 2,537 $ 3,349
Less current portion (704) (821)
------- ---------
Long-term portion $ 1,833 $ 2,528
======= =========
(1) Represents the present value of net minimum lease payments calculated at
the Company's incremental borrowing rate at the inception of the leases,
which ranged from 6.3 percent to 9.8 percent.
Interest capitalized in conjunction with construction amounted to approximately
$0.3 million, $0.5 million, and $0.6 million, in fiscal 2003, 2002, and 2001,
respectively.
The following is a schedule of future minimum lease payments together with the
present value of the minimum lease payments related to capitalized leases, both
as of June 28, 2003.
(Dollars in Thousands)
Fiscal Year Ending Last Capital Operating Total Future
Saturday In June Leases Leases Commitment
------------------------ ------- ---------- ----------
2004 924 5,708 6,632
2005 837 5,114 5,951
2006 776 4,060 4,836
2007 454 2,635 3,089
2008 11 2,296 2,307
Later years 0 6,875 6,875
------- --------- ---------
Net minimum lease payments 3,002 $ 26,688 $ 29,690
========= =========
Less amount representing interest (465)
-------
Present value of minimum lease payments $ 2,537
=======
Total rent expense related to operating leases (including lease arrangements of
less than one year which are not included in the previous table) amounted to
$11.8 million, $11.5 million, and $11.1 million for fiscal years 2003, 2002, and
2001, respectively.
NOTE 9. ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
SFAS 133 requires the recognition of all derivative financial instruments as
either assets or liabilities in the balance sheet and measurement of those
instruments at fair value. Changes in the fair values of those derivatives will
be reported in earnings or other comprehensive income depending on the use of
the derivative and whether it qualifies for hedge accounting. The accounting for
gains and losses associated with changes in the fair value of a derivative and
the effect on the consolidated financial statements will depend on its hedge
designation and whether the hedge is highly effective in achieving offsetting
changes in the fair value or cash flow of the asset or liability hedged. Under
the provisions of SFAS 133, the method that will be used for assessing the
effectiveness
42
of a hedging derivative, as well as the measurement approach for determining the
ineffective aspects of the hedge, must be established at the inception of the
hedge.
The Company, as a result of its operating and financing activities, is exposed
to changes in foreign currency exchange rates and certain commodity prices 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 June 28, 2003, the Company
had cash flow hedges for the Mexican peso with maturity dates ranging from July
2003 to June 2004 for 125 million pesos. The forward contracts hedge
approximately 80 percent of the Company's planned intercompany sales.
At June 28, 2003, the fair value of the open contracts was an after-tax gain of
approximately $0.3 million recorded in accumulated other comprehensive income in
shareholder's equity. Amounts deferred to accumulated other comprehensive income
will be reclassified into cost of goods sold. For the year ended June 28, 2003,
approximately $0.1 million has been reclassified from other comprehensive income
to cost of goods sold. Hedge ineffectiveness was insignificant.
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, which matured June 30, 2003, and two swap agreements on May 29,
2003, which mature June 30, 2004. All three swap agreements are designated as
cash flow hedges of the Company's forecasted corrugated purchases. At June 28,
2003, the Company had open swaps hedging approximately 65 percent of its planned
corrugated requirements. The fair value of the agreements is an after-tax loss
of approximately $18,000 recorded in accumulated other comprehensive income in
shareholder's equity.
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 two swap agreements on April 11, 2002 and January 28,
2003 designated as cash flow hedges of its forecasted polyethylene purchases.
The termination dates for the agreements were June 30, 2003 and June 30, 2004,
respectively. The swaps hedge approximately 80 percent of the Company's planned
polyethylene requirements. The fair value of the agreement is an after-tax gain
of approximately $24,000 recorded in accumulated other comprehensive income in
shareholder's equity.
NOTE 10. DEBT
The following is a summary of long-term debt outstanding:
(Dollars in Thousands)
Successor Predecessor
June 28, June 29,
2003 2002
---------- ---------
Term Loan Facility $268,650 $400,800
Senior Subordinated Notes 207,086 200,015
Subordinated Promissory Note (net of discount) 0 32,696
Other 3,845 4,462
-------- --------
Total debt 479,581 637,973
Less current portion (19,611) (14,916)
-------- --------
Total long-term debt $459,970 $623,057
======== ========
Bank Debt: In connection with the Transaction, Birds Eye 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 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.
43
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"), and
is adjusted quarterly based on the calculation of the Consolidated Leverage
Ratio. As of June 28, 2003, the Senior Credit Facility bears interest in the
case of base rate loans at the base rate plus (i) 1.25 percent for loans under
the Revolving Credit Facility, and (ii) 1.75 percent for loans under the Term
Loan Facility or in the case of LIBOR loans at LIBOR plus (i) 2.25 percent for
loans under the Revolving Credit Facility and (ii) 2.75 percent for loans under
the Term Loan Facility. The incremental percentages presented vary based upon
the Company's Consolidated Leverage Ratio, as defined. As of June 28, 2003, the
interest rate under the Term Loan Facility was approximately 3.77 percent. The
initial unused commitment fee is 0.375 percent on the daily average unused
commitment under the Revolving Credit Facility and also varies based on the
Company's Consolidated Leverage Ratio.
The Term Loan Facility requires payments in quarterly installments in the amount
of $675,000 until September 30, 2007. Beginning December 31, 2007, the quarterly
payments are $64,125,000. The Term Loan Facility matures 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 Consolidated Leverage Ratio. The amount of "excess
cash flow" at June 28, 2003 is estimated to be $13.1 million. This amount is
required to be paid on or before October 11, 2003.
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. 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 Birds Eye 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.
The Company's obligations under the Senior Credit Facility are guaranteed by
Holdings Inc. and certain of the Company's subsidiaries.
Senior Subordinated Notes - 11 7/8 Percent (due 2008): In fiscal 1999, the
Company issued Senior Subordinated Notes (the "Notes") for $200.0 million
aggregate principal amount due November 1, 2008. Interest on the Notes accrues
at the rate of 11 7/8 percent per annum and is payable semiannually in arrears
on May 1 and November 1.
The Notes represent general unsecured obligations of the Company, subordinated
in right of payment to certain other debt obligations of the Company (including
the Company's obligations under the Senior Credit Facility). The Notes are
guaranteed by Pro-Fac and certain of the Company's subsidiaries.
The Notes contain customary covenants and restrictions on the Company's ability
to engage in certain activities, including, but not limited to: (i) limitations
on the incurrence of indebtedness and liens; (ii) limitations on consolidations,
mergers, sales of assets, transactions with affiliates; and (iii) limitations on
dividends and other distributions. The Company is in compliance with or has
obtained bondholder consents for all covenants, restrictions, and requirements
under the Notes.
Additionally, in order to facilitate the Transaction, Birds Eye Foods sought and
obtained the consent of the holders of the Notes to amend or waive certain
provisions in the indenture governing the Notes.
In connection with the Transaction, the Company recorded the Notes at estimated
fair value, $208.2 million. The $8.2 million premium is being amortized against
interest expense over the life of the Notes.
Senior Subordinated Notes - 12 1/4 Percent (due 2005, "Old Notes"): In fiscal
1999, in conjunction with the Dean Foods Vegetable Company acquisition, the
Company repurchased $159,985,000 principal amount of its Old Notes, of which
$160.0 million aggregate principal amount was previously outstanding. Holders
who tendered consented to certain amendments to the indenture relating to the
Old Notes, which eliminated or amended substantially all the restrictive
covenants and certain events of default contained in such indenture. In May
2003, the Company repurchased the remaining balance of $15,000.
44
Subordinated Promissory Note: As partial consideration for the acquisition in
fiscal 1999 of the Dean Foods Vegetable Company, the frozen and canned vegetable
business of Dean Foods Company ("Dean Foods"), the Company issued to Dean Foods
a Subordinated Promissory Note for $30.0 million aggregate principal amount due
November 22, 2008. On December 1, 2000, Dean Foods sold the Subordinated
Promissory Note to GLK, a former joint venture between the Company and Flanagan
Brothers, Inc. As a result of the GLK Transaction, the Subordinated Promissory
Note was eliminated on a consolidated basis. See NOTE 7 to the "Notes to
Consolidated Financial Statements" for additional disclosure.
Revolving Credit Facility: Borrowings under short-term Revolving Credit
Facilities were as follows:
(Dollars in Thousands)
Fiscal Years Ended
-----------------------------------------------------------------
June 28, June 29, June 30,
2003 2002 2001
-------------- ------------ --------------
Balance at end of period $ 0 $ 0 $ 0
Rate at fiscal year end 0.0% 0.0% 0.0%
Maximum outstanding during the period $ 29,100 $ 136,300 $ 121,000
Average amount outstanding during the period $ 6,300 $ 83,300 $ 76,900
Weighted average interest rate during the period 4.7% 5.6% 9.2%
As of June 29, 2003, there were $25.2 million in letters of credit outstanding
under the Revolving Credit Facility.
Fair Value: The estimated fair value of long-term debt outstanding was
approximately $487.3 million and $646.3 million at June 28, 2003 and June 29,
2002, respectively. The fair value for long-term debt was estimated using either
quoted market prices for the same or similar issues or the current rates offered
to the Company for debt with similar maturities.
Other Debt: Other debt of $3.8 million carries rates up to 5.76 percent at June
28, 2003 and matures in fiscal 2004.
NOTE 11. TAXES ON INCOME
The (provision)/benefit for taxes on income include the following:
(Dollars in Thousands)
Periods Ended
----------------------------------- Fiscal Years Ended
Successor Predecessor -----------------------------
August 19, 2002 - June 30, 2002 - Predecessor Predecessor
June 28, 2003 August 18, 2003 June 29, 2002 June 30, 2001
------------------ --------------- ------------- -------------
Federal -
Current $ 3,593 $ (2,598) $ 766 $ (915)
Deferred (17,130) 2,253 28,741 (3,118)
---------- ---------- -------- ---------
(13,537) (345) 29,507 (4,033)
---------- ---------- -------- ---------
State and foreign -
Current 399 (289) (1,893) (605)
Deferred (1,739) 408 3,192 (346)
---------- ---------- -------- ---------
(1,340) 119 1,299 (951)
---------- ---------- -------- ---------
$ (14,877) $ (226) $ 30,806 $ (4,984)
========== ========== ======== =========
45
A reconciliation of the Company's effective tax rate to the amount computed by
applying the federal income tax rate to income before taxes and discontinued
operations is as follows:
Periods Ended
----------------------------------------- Fiscal Years Ended
Successor Predecessor ---------------------------------
August 19, 2002 - June 30, 2002 - Predecessor Predecessor
June 28, 2003 August 18, 2003 June 29, 2002 June 30, 2001
-------------------- --------------- -------------- -------------
Statutory federal rate 35.0% 35.0% 35.0% 35.0%
State and foreign income taxes, net
of federal income tax benefit 4.9% 0.3% 0.8% (60.7)%
Goodwill and other intangible assets 0.0% 0.0% (15.6)% 101.4%
Meals and entertainment 0.4% 2.5% (0.1)% 24.4%
Dividend received reduction 0.0% 0.0% 0.0% (4.9)%
Other, net (0.3)% 3.2% (0.7)% (4.9)%
---- ---- ----- -----
Effective Tax Rate 40.0% 41.0% 19.4% 90.3%
==== ==== ===== =====
Deferred tax (liabilities)/assets consist of the following:
(Dollars in Thousands)
Successor Predecessor
June 28, June 29,
2003 2002
------------ -----------
Liabilities -
Depreciation $(23,727) $(46,277)
Goodwill and other intangible assets (24,122) 0
Prepaid manufacturing expense (4,689) (7,456)
Investment in Great Lakes Kraut Company, LLC 0 (2,585)
Discount on Subordinated Promissory Notes 0 (1,180)
-------- --------
Total deferred tax liabilities (52,538) (57,498)
-------- --------
Assets -
Inventories 13,888 11,919
Goodwill and other intangible assets 0 30,968
Credits and operating loss carryforwards 27,667 19,211
Insurance accruals 2,162 2,681
Pension/OPEB accruals 18,062 11,053
Termination Agreement with Pro-Fac Cooperative, Inc. 12,774 0
Restructuring reserves 3,300 0
Premium on Senior Subordinated Notes 4,379 0
Lease premiums 2,116 0
Other 3,924 3,966
-------- --------
Total deferred tax assets 88,272 79,798
-------- --------
Net deferred tax assets 35,734 22,300
Valuation allowance (16,293) (14,540)
-------- --------
Total $ 19,441 $ 7,760
======== ========
Realization of deferred tax assets is dependent upon the generation of future
taxable income or the existence of sufficient taxable income within the
carryforward period. A valuation allowance is provided when it is more likely
than not that some portion of the deferred tax assets will not be realized. In
assessing the need for a valuation allowance, management considers the scheduled
reversal of the deferred tax liabilities, the level of historical taxable
income, and the projected future taxable income over the periods in which the
temporary differences comprising the deferred tax assets will be deductible.
As of June 28, 2003, the Company maintained a valuation allowance in the amount
of $16.3 million. The valuation allowance was established for foreign and state
net operating losses and state tax credits generated during the fiscal year.
Prior to fiscal 2003, the Company maintained a valuation allowance in the amount
of $14.5 million. This valuation allowance was primarily established for state
net operating losses and credits generated during the year. As the Company
cannot assure that realization of the credits is more likely than not to occur,
a valuation allowance has been established.
46
As of June 28, 2003, the Company has carryforwards of $27.7 million regarding
federal, foreign, and state tax attributes (net operatign losses and credit
carryforwards). Approximately $2.1 million of these attributes will expire on or
before June 2008 if not utilized by the Company. The remaining $25.6 million
will expire on or before June 2023 if not utilized by the Company.
In January 1995, the Boards of Directors of Birds Eye Foods and Pro-Fac approved
appropriate amendments to the Bylaws of Birds Eye Foods to allow the Company to
qualify as a cooperative under Subchapter T of the Internal Revenue Code. In
August 1995, Birds Eye Foods and Pro-Fac received a favorable ruling from the
Internal Revenue Service approving the change in tax treatment effective for
fiscal 1996. Subsequent to this date and prior to the Transaction, a
consolidated return was filed on a consolidated basis for Birds Eye Foods and
Pro-Fac. Tax expense was allocated to Birds Eye Foods based on its operations.
In conjunction with the Transaction, and effective August 19, 2002, the Company
no longer files a consolidated return with Pro-Fac. In addition, the Company
does not qualify as a cooperative under Subchapter T of the Internal Revenue
Code. See NOTE 2 to the "Notes to Consolidated Financial Statements" for
additional disclosures regarding the Transaction.
NOTE 12. PENSIONS, PROFIT SHARING, AND OTHER EMPLOYEE BENEFITS
Pensions: The Company has primarily noncontributory defined-benefit plans
covering substantially all hourly employees. The benefits for these plans are
based primarily on years of service and employees' pay near retirement. The
Company's funding policy is consistent with the funding requirements of Federal
law and regulations. Plan assets consist principally of common stocks, corporate
bonds and US government obligations. For purposes of this disclosure, all
defined-benefit pension plans have been combined.
In September 2001, the Company made the decision to freeze benefits provided
under its Master Salaried Retirement Plan. This plan was amended to freeze
benefit accruals effective September 28, 2001. Participants who, on that date,
were actively employed and who had attained age 40, completed 5 years of vesting
service, and whose sum of age and vesting services was 50 or more, were
grandfathered. Grandfathered participants are entitled to continue to earn
benefit service in accordance with the provisions of the plan with respect to
periods of employment after September 28, 2001 but in no event beyond September
28, 2006. 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 for the year ended June 29, 2002.
The Company also participates in several union sponsored pension plans. It is
not possible to determine the Company's relative share of the accumulated
benefit obligations or net assets for these plans. Contributions to these plans
are paid when incurred and billed by the sponsoring union or plan.
As a result of the Transaction, the Company recorded previously unrecognized
actuarial losses and unrecognized prior service costs of $10.4 million in its
purchase price allocation.
47
The following table sets forth the changes in the plans' projected benefit
obligation and plan assets and the plans' funded status and amounts recognized
in the Company's financial statements at June 28, 2003 and June 29, 2002.
(Dollars in Thousands) Pension Benefits
-----------------------------------------
Fiscal Years Ended
-----------------------------------------
Successor Predecessor
June 28, June 29,
2003 2002
----------- -----------
Change in benefit obligation:
Benefit obligation at beginning of period $106,371 $105,017
Service cost 4,007 4,227
Interest cost 7,683 7,604
Plan participants' contributions 76 78
Plan amendments 45 99
Curtailment 0 (3,962)
Reversal of deferred compensation reserve 0 200
Actuarial loss 12,765 1,159
Benefits paid (8,521) (8,353)
Adjustment for prior business combination 0 302
-------- --------
Benefit obligation at end of period 122,426 106,371
-------- --------
Change in plan assets:
Fair value of plan assets at beginning of period 87,066 95,020
Actual loss on plan assets (12,083) (205)
Employer contribution 715 281
Plan participants' contributions 76 78
Benefits paid (8,521) (8,353)
Adjustment for prior business combination 25 245
-------- --------
Fair value of plan assets at end of period 67,278 87,066
-------- --------
Plan funded status (55,148) (19,305)
Unrecognized prior service cost 45 562
Unrecognized net actuarial loss 23,295 1,735
Employer contributions during period from measurement date
to fiscal year-end 14,440 0
-------- --------
Accrued benefit liability net of additional minimum pension liability $(17,368) $(17,008)
======== ========
Amounts recognized in the statement of financial position:
Accrued benefit liability $(50,277) $(17,581)
Prepaid pension cost 14,440 0
Intangible asset 45 0
Accumulated other comprehensive income - minimum pension liability(1) 18,424 573
-------- --------
Net amount recognized $(17,368) $(17,008)
======== ========-
Weighted-average assumptions:
Discount rate 6.6% 7.4%
Expected return on plan assets 8.0/8.5% 8.0/9.5%
Rate of compensation increase 3.8/3.5% 3.8/3.5%
(1) The fair value of the Company's pension plan assets was below the
accumulated benefit obligation at the plan's March measurement date in
fiscal 2003 and fiscal 2002 by $18.4 million and $0.6 million,
respectively. In accordance with SFAS 87, "Employers' Accounting for
Pensions," the net of tax amount of $11.3 million and $0.6 million of
accumulated other comprehensive loss as of June 28, 2003 and June 29, 2002,
respectively, was included on the balance sheet.
48
Net periodic benefit cost in fiscal years 2003, 2002, and 2001 is comprised of
the following:
Pension Benefits
---------------------------------------------
Fiscal Years Ended
---------------------------------------------
June 28, June 29, June 30,
2003 2002 2001
--------- --------- ---------
Components of net periodic benefit cost:
Service cost $ 4,007 $ 4,227 $ 4,907
Interest cost 7,683 7,604 7,729
Expected return on plan assets (6,621) (8,931) (10,424)
Amortization of prior service cost 15 124 193
Amortization of loss/(gain) 17 (609) (1,810)
------- ------- -------
Net periodic benefit cost - Company plans 5,101 2,415 595
Net periodic benefit cost - union plans 670 841 819
------- ------- -------
Total periodic benefit cost 5,771 3,256 1,414
Gain from pension curtailment, net 0 (2,472) 0
------- ------- -------
Total pension cost $ 5,771 $ 784 $ 1,414
======= ======= =======
The Company maintains a non-tax qualified Supplemental Executive Retirement Plan
("SERP") which provides additional retirement benefits to two prior executives
of the Company who retired prior to November 4, 1994. In December 2000, the
Company adopted an additional SERP to provide additional retirements benefits to
a current executive officer of the Company.
The Company maintains an Excess Benefit Retirement Plan which serves to provide
employees with the same retirement benefit they would have received from the
Company's retirement plan under the career average base pay formula, but for
changes required under the 1986 Tax Reform Act and the compensation limitation
under Section 401(a)(17) of the Internal Revenue Code having been revised in the
1992 Omnibus Budget Reform Act. This plan was amended to freeze benefit accruals
effective September 28, 2001. Participants who, on that date, were actively
employed and who had attained age 40, completed 5 years of vesting service, and
whose sum of age and vesting services was 50 or more, were grandfathered.
Grandfathered participants are entitled to continue to earn benefit service in
accordance with the provisions of the plan with respect to periods of employment
after September 28, 2001 but in no event beyond September 28, 2006.
The projected benefit obligation, accumulated benefit obligation and fair value
of plan assets for the six retirement plans with accumulated benefit obligations
in excess of plan assets were:
(Dollars in Thousands)
Master Hourly Master Salaried Excess Benefit
Pension Plan Retirement Plan Retirement Plan
Fiscal Years Ended Fiscal Years Ended Fiscal Years Ended
------------------------------ ---------------------------- ----------------------------
June 28, 2003 June 29, 2002 June 28, 2003 June 29, 2002 June 28, 2003 June 29, 2002
------------- ------------- ------------- ------------- ------------- -------------
Projected benefit obligation $ 76,124 $ 67,205 $ 41,654 $ 35,246 $ 933 $ 884
Accumulated benefit obligation 72,938 64,164 40,023 33,922 867 802
Plan assets 47,112 60,492 19,906 26,333 0 0
Supplemental Executive Supplemental Executive Southland Frozen Foods
Retirement Plan No. 1 Retirement Agreement No. 2 Pension Plan
Fiscal Years Ended Fiscal Years Ended Fiscal Years Ended
------------------------------ ---------------------------- ----------------------------
June 28, 2003 June 29, 2002 June 28, 2003 June 29, 2002 June 28, 2003 June 29, 2002
------------- ------------- ------------- ------------- ------------- -------------
Projected benefit obligation $ 1,955 $ 1,912 $ 1,461 $ 802 $ 300 $ 322
Accumulated benefit obligation 1,955 1,912 1,461 802 300 322
Plan assets 0 0 0 0 260 241
Postretirement Benefits Other Than Pensions: The Company sponsors benefit plans
that provide postretirement medical and life insurance benefits for certain
current and former employees. For the most part, current employees are not
eligible for the postretirement medical coverage. Generally, other than
pensions, the Company does not pay retirees' benefit costs. Various exceptions
exist, which have evolved from union negotiations, early retirement incentives
and existing retiree commitments from acquired companies.
The Company has not prefunded any of its retiree medical or life insurance
liabilities. Consequently there are no plan assets held in a trust, and there is
no expected long-term rate of return assumption for purposes of determining the
annual expense.
49
The following table sets forth the changes in the plans' projected benefit
obligation and plan assets and the plans' funded status and amounts recognized
in the Company's financial statements at June 28, 2003 and June 29, 2002.
(Dollars in Thousands)
Other Benefits
-----------------------------------------
Fiscal Years Ended
-----------------------------------------
June 28, June 29,
2003 2002
----------- -----------
Change in benefit obligation:
Benefit obligation at beginning of period $ 3,817 $ 6,333
Service cost 43 126
Interest cost 266 492
Plan amendments (114) (515)
Actuarial loss/(gain) 17 (2,189)
Benefits paid (391) (430)
---------- ----------
Benefit obligation at end of period 3,638 3,817
---------- ----------
Change in plan assets:
Fair value of assets at beginning of period 0 0
Employer contribution 391 430
Benefits paid (391) (430)
---------- ----------
Fair value of assets at end of period 0 0
---------- ----------
Plan funded status: (3,638) (3,817)
Unrecognized prior service cost (114) (1,266)
Unrecognized actuarial loss/(gain) 18 (114)
---------- -----------
Accrued benefit liability (3,734) (5,197)
Amounts recognized in the statement of financial position:
Accrued benefit liability $ (3,734) $ (5,197)
========== ==========
Weighted-average assumptions:
Discount rate 6.6% 7.4%
Expected return on plan assets N/A N/A
Rate of compensation increase 3.8% 3.8%
Other Benefits
--------------------------------------
Fiscal Years Ended
--------------------------------------
June 28, June 29, June 30,
2003 2002 2001
--------- --------- --------
Components of net periodic benefit cost:
Service cost $ 43 $ 126 $170
Interest cost 266 492 429
Amortization of prior service cost (60) (141) 0
Amortization of loss 0 201 20
---- ----- ----
Net periodic benefit cost $249 $ 678 $619
==== ===== ====
For measurement purposes, an 11.0 percent rate of increase in the per capita
cost of covered health care benefits was assumed for fiscal 2003. The rate was
assumed to decrease gradually to 5.0 percent for 2007 and remain at that level
thereafter.
The assumed health care trend rates can have a significant effect on the amounts
reported for the postretirement benefits plan. A one-percentage point change in
the assumed health care trend rates would have the following effect:
1-Percentage 1-Percentage
Point Increase Point Decrease
-------------- --------------
Effect on total of service and interest cost components for fiscal 2003 $ 18 $ (13)
Effect on postretirement benefit obligation at June 28, 2003 $181 $(121)
50
Birds Eye Foods 401(k) Plan: Under the Birds Eye Foods 401(k) Plan ("401(k)"),
the Company contributes matching contributions to the plan for the benefit of
employees who elect to defer a portion of their salary into the plan. During
fiscal 2003, 2002, and 2001, the Company allocated approximately $1.3 million,
$1.3 million, and $1.2 million, respectively, in the form of matching
contributions to the plan.
In addition, Birds Eye Foods also maintains a Non- Qualified 401(k) Plan in
which the Company allocates matching contributions for the benefit of "highly
compensated employees" as defined under Section 414(q) of the Internal Revenue
Code. The Company allocated $0.3 million each year during fiscal 2003, 2002, and
2001 in the form of matching contributions to this plan.
Long-Term Incentive Plan: On June 24, 1996, the Company introduced a long-term
incentive program, the Birds Eye Foods Equity Value Plan, which it has amended
from time to time. The Equity Value Plan provided performance units to a select
group of management. The future value of the performance units was determined by
Birds Eye Foods' performance on earnings and debt repayment.
On June 26, 2002, the Company terminated the Equity Value Plan and all benefit
payments have been made as of June 28, 2003.
NOTE 13. OPERATING SEGMENTS
The Company is organized by product line for management reporting. In the fourth
quarter of fiscal 2003, the Company changed its segments to conform to new
internal management reporting used to monitor and manage financial performance.
The Company now has three primary segments in which it operates: branded frozen,
branded dry, and non-branded. Historical segment information has been
reclassified to conform with this change.
The Company's branded frozen family of products includes traditional frozen
vegetables as well as value added products marketed under recognizable brand
names such as Birds Eye, Birds Eye Voila!, Birds Eye Simply Grillin', Birds Eye
Hearty Spoonfuls, Freshlike and McKenzie's. The Company's branded dry family of
products includes a wide variety of product offerings, including fruit fillings
and toppings (Comstock and Wilderness), chili and chili ingredients (Nalley and
Brooks), salad dressings (Bernstein's and Nalley), snacks (Tim's, Snyder of
Berlin and Husman) and canned vegetables (Freshlike). Birds Eye Foods also
produces many products for the non-branded markets which include private label,
food service and industrial markets. The Company's private label products
include frozen and canned vegetables, salad dressings, salsa, chili products,
fruit fillings and toppings, Southern frozen vegetable specialty products, and
frozen breaded and battered products. The Company's food service/industrial
products include frozen and canned vegetables, salad dressings, fruit fillings
and toppings, Southern frozen vegetable specialty products, specialties, frozen
breaded and battered products, and frozen and canned fruit.
During fiscal 2003, one customer accounted for 12 percent of the Company's
consolidated net sales. In addition, this customer represented 18 percent of the
branded frozen segment's net sales in fiscal 2003.
51
The following table illustrates the Company's operating segment information:
(Dollars in Millions)
Periods Ended
----------------------------------- Fiscal Years Ended
Successor Predecessor -------------------------------
August 19, 2002 - June 30, 2002 - Predecessor Predecessor
June 28, 2003 August 18, 2002 June 29, 2002 June 30, 2001
--------------- --------------- ------------- -------------
Net Sales:
Branded frozen $ 305.0 $ 35.8 $ 368.8 $ 404.5
Branded dry 194.6 23.6 222.3 235.8
Non-branded 279.4 39.9 373.4 453.4
-------- ------- -------- ---------
Total continuing segments $ 779.0 $ 99.3 $ 964.5 $ 1,093.7
======== ======= ======== =========
Operating income:
Branded frozen $ 49.4 $ 4.7 $ 75.7 $ 71.5
Branded dry 39.1 4.7 40.5 33.0
Non-branded (10.5) (1.3) (15.9) (22.1)
Corporate charges(1) 0.0 0.0 (2.6) 0.0
-------- ------- -------- ---------
Continuing segment operating income 78.0 8.1 97.7 82.4
Gain from pension curtailment(2) 0.0 0.0 2.5 0.0
Goodwill impairment charge 0.0 0.0 (179.0) 0.0
-------- ------- -------- ---------
Operating income/(loss) before dividing with Pro-Fac 78.0 8.1 (78.8) 82.4
Interest expense (40.8) (7.5) (63.0) (76.1)
-------- ------- -------- ---------
Pretax income/(loss) from continuing operations
and before dividing with Pro-Fac $ 37.2 $ 0.6 $ (141.8) $ 6.3
======== ======= ======== =========
Total Assets:
Branded frozen $ 360.8 $ 300.0 $ 414.3
Branded dry 144.7 134.9 178.8
Non-branded 274.2 372.8 427.5
Other(3) 116.2 46.1 57.9
-------- -------- ---------
Continuing segments 895.9 853.8 1,078.5
Assets held for sale 13.5 3.9 0.1
-------- -------- ---------
Total $ 909.4 $ 857.7 $ 1,078.6
======== ======== =========
Depreciation expense:
Branded frozen $ 7.1 $ 1.1 $ 8.9 $ 7.4
Branded dry 3.0 0.5 4.4 4.5
Non-branded 10.8 2.1 15.1 16.5
-------- ------- -------- ---------
Continuing segments 20.9 3.7 28.4 28.4
Discontinued operations 1.2 0.1 2.5 2.3
-------- ------- -------- ---------
Total $ 22.1 $ 3.8 $ 30.9 $ 30.7
======== ======= ======== =========
Amortization expense:
Branded frozen $ 0.6 $ 0.0 $ 0.0 $ 5.9
Branded dry 0.4 0.0 0.2 2.6
Non-branded 1.3 0.1 0.9 1.1
-------- ------- -------- ---------
Continuing segments 2.3 0.1 1.1 9.6
Discontinued operations 0.0 0.0 0.0 0.3
-------- ------- -------- ---------
Total $ 2.3 $ 0.1 $ 1.1 $ 9.9
======== ======= ======== =========
Capital Expenditures:
Branded frozen $ 5.6 $ 1.3 $ 3.0 $ 4.9
Branded dry 3.7 0.2 4.1 10.2
Non-branded 4.9 0.7 7.9 10.0
-------- ------- -------- ---------
Total $ 14.2 $ 2.2 $ 15.0 $ 25.1
======== ======= ======== =========
(1) Represents restructuring expenses which are not allocated to individual
segments. See NOTE 15 to the "Notes to Consolidated Financial Statements".
(2) The gain from pension curtailment is excluded from continuing segment
operating income as management believes the gain is non-recurring.
(3) Includes corporate assets of the Company, not allocated to individual
segments.
52
NOTE 14. GUARANTEES AND INDEMNIFICATIONS
In certain instances when Birds Eye Foods sells businesses or assets, the
Company may retain certain liabilities for known exposures and provide
indemnification to the buyer with respect to future claims for certain unknown
liabilities existing, or arising from events occurring, prior to the sale date,
including liabilities for taxes, legal matters, environmental exposures, labor
contingencies, product liability, and other obligations. The terms of the
indemnifications vary in duration, from one to three years for certain types of
indemnities, to terms for tax indemnifications that are generally aligned to the
applicable statute of limitations for the jurisdiction in which the tax is
imposed, and to terms for certain liabilities (i.e., warranties of title and
environmental liabilities) that typically do not expire. The maximum potential
future payments that the Company could be required to make under these
indemnifications are either contractually limited to a specified amount or
unlimited. The maximum potential future payments that the Company could be
required to make under these indemnifications are not determinable at this time,
as any future payments would be dependent on the type and extent of the related
claims, and all relevant defenses, which are not estimable. Historically, costs
incurred to resolve claims related to these indemnifications have not been
material to the Company's financial position, results of operations or cash
flows.
The Company enters into agreements with indemnification provisions in the
ordinary course of business with its customers, suppliers, service providers and
business partners. In such instances, the Company usually indemnifies, holds
harmless and agrees to reimburse the indemnified party for claims, actions,
liabilities, losses and expenses in connection with any Birds Eye Foods
infringement of third party intellectual property or proprietary rights, or when
applicable, in connection with any personal injuries or property damage
resulting from any Birds Eye Foods' products sold or services provided.
Additionally, the Company may from time to time agree to indemnify and hold
harmless its providers of services from claims, actions, liabilities, losses and
expenses relating to their services to Birds Eye Foods, except to the extent
finally determined to have resulted from the fault of the provider of services
relating to such services. The level of conduct constituting fault of the
service provider varies from agreement to agreement and may include conduct
which is defined in terms of negligence, gross negligence, willful misconduct,
omissions or other culpable behavior. The terms of these indemnification
provisions are generally not limited. The maximum potential future payments that
the Company could be required to make under these indemnification provisions are
unlimited. The maximum potential future payments that the Company could be
required to make under these indemnification provisions are not determinable at
this time, as any future payments would be dependent on the type and extent of
the related claims, and all relevant defenses to the claims, which are not
estimable. Historically, costs incurred to resolve claims related to these
indemnification provisions have not been material to the Company's financial
position, results of operations or cash flows.
The Company has by-laws, policies, and agreements under which it indemnifies its
directors and officers from liability for certain events or occurrences while
the directors or officers are, or were, serving at Birds Eye Foods' request in
such capacities. Furthermore, the Company is incorporated in the state of
Delaware which requires corporations to indemnify their officers and directors
under certain circumstances. The term of the indemnification period is for the
director's or officer's lifetime. The maximum potential amount of future
payments that the Company could be required to make under these indemnification
provisions is unlimited, but would be affected by all relevant defenses to the
claims.
Birds Eye Foods entered into an agreement to provide a guarantee in September
1995 on behalf of the City of Montezuma to renovate a sewage treatment plant
operated in Montezuma, Georgia. Birds Eye Foods issued a guarantee of the loan
in an original amount of approximately $3.3 million including interest. The
guarantee expires in 2015 and requires payment upon the occurrence of a
shortfall in third-party revenue from the utilization of the sewage treatment
plant. In the event of such shortfall, Birds Eye Foods would be required to pay
the remainder of the loan for the City of Montezuma. As of June 28, 2003, the
outstanding loan amount, including interest, was $2.0 million. In connection
with the exit plan described in NOTE 2 to the "Notes to Consolidated Financial
Statements," a liability of approximately $1.4 million has been recorded to
reflect that portion associated with the fresh production operations of
Montezuma, Georgia.
Subsidiary Guarantors: Kennedy Endeavors, Incorporated and Linden Oaks
Corporation, wholly-owned subsidiaries of the Company 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, Birds Eye Holdings, Inc., Kennedy Endeavors,
Incorporated, GLK Holdings, Inc., BEMSA Holdings Inc., and Linden Oaks
Corporation ("Subsidiary Guarantors") have jointly and severally, fully and
unconditionally guaranteed the obligations of the Company with respect to the
Company's Senior Credit Facility. Prior to the Transaction, the Company's
obligations under the senior credit facilities with Harris Trust and Savings
Bank were fully and unconditionally guaranteed by Kennedy Endeavors,
Incorporated and Linden Oaks Corporation. The covenants in the Notes and the
Senior Credit Facility do not restrict the ability of the Subsidiary Guarantors
to make cash distributions to the Company.
53
Presented below is condensed consolidating financial information for (i) Birds
Eye 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 flows of the Company and
its Subsidiary Guarantors and non-guarantor subsidiaries in accordance with
Securities and Exchange Commission Financial Reporting Release No. 55.
Successor
Statement of Operations
August 19, 2002 - June 28, 2003
------------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors Subsidiaries Entries Consolidated
------------- ---------- ------------- ------------- -------------
(Dollars in Thousands)
Net sales $ 763,273 $ 29,787 $ 0 $ (14,011) $ 779,049
Cost of sales (585,862) (22,799) 0 12,260 (596,401)
----------- ---------- ---------- --------- -----------
Gross profit 177,411 6,988 0 (1,751) 182,648
Selling, administrative, and general expenses (103,485) (2,967) 0 0 (106,452)
Other (expense)/income (39,920) 40,147 0 (227) 0
Income from former joint venture 1,770 0 0 0 1,770
Income from subsidiaries 33,623 839 0 (34,462) 0
----------- ---------- ---------- --------- -----------
Operating income before discontinued
operations 69,399 45,007 0 (36,440) 77,966
Interest (expense)/income (51,176) 8,498 1,889 0 (40,789)
----------- ---------- ---------- --------- -----------
Pretax income before discontinued operations 18,223 53,505 1,889 (36,440) 37,177
Tax benefit/(provision) 4,077 (18,954) 0 0 (14,877)
----------- ---------- ---------- --------- -----------
Net (loss)/income before discontinued operations 22,300 34,551 1,889 (36,440) 22,300
Discontinued operations (net of a tax provision
of $624) (1,544) 0 0 0 (1,544)
------------ ---------- ---------- --------- -----------
Net income $ 20,756 $ 34,551 $ 1,889 $ (36,440) $ 20,756
=========== ========== ========== ========= ===========
Predecessor
Statement of Operations
June 30, 2002 - August 18, 2002
----------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors Subsidiaries Entries Consolidated
------------- ----------- -------------- ------------ ------------
(Dollars in Thousands)
Net sales $ 96,740 $ 2,476 $ 1,069 $ (1,069) $ 99,216
Cost of sales (74,644) (1,611) (1,432) 1,432 (76,255)
---------- ----------- --------- ---------- -----------
Gross profit/(loss) 22,096 865 (363) 363 22,961
Selling, administrative, and general expenses (14,668) (488) 0 0 (15,156)
Other (expense)/income (5,507) 5,507 41 (41) 0
Income from former joint venture 277 0 0 0 277
Income from subsidiaries 4,588 0 0 (4,588) 0
---------- ----------- --------- ------ ----------
Operating income/(loss) before
discontinued operations 6,786 5,884 (322) (4,266) 8,082
Interest (expense)/income (8,853) 1,322 0 0 (7,531)
---------- ----------- --------- ---------- -----------
Pretax (loss)/income before discontinued operations (2,067) 7,206 (322) (4,266) 551
Tax benefit/(provision) 2,392 (2,572) (46) 0 (226)
---------- ----------- --------- ---------- ----------
Net income/(loss) before discontinued operations 325 4,634 (368) (4,266) 325
Discontinued operations (net of a tax benefit of $167) (240) 0 0 0 (240)
---------- ----------- --------- ---------- ----------
Net income/(loss) $ 85 $ 4,634 $ (368) $ (4,266) $ 85
========== =========== ========= ========== ==========
54
Successor
Balance Sheet
June 28, 2003
--------------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors Subsidiaries Entries Consolidated
----------- ---------- ------------ ----------- ------------
(Dollars in Thousands)
Assets
Cash and cash equivalents $ 153,619 $ 137 $ 0 $ 0 $ 153,756
Accounts receivable, net 56,441 3,630 0 0 60,071
Inventories -
Finished goods 185,423 560 0 0 185,983
Raw materials and supplies 19,813 788 0 0 20,601
----------- ---------- ---------- ----------- -----------
Total inventories 205,236 1,348 0 0 206,584
Other current assets 59,323 (3,151) 0 0 56,172
----------- ---------- ---------- ----------- -----------
Total current assets 474,619 1,964 0 0 476,583
Property, plant, and equipment, net 187,819 7,380 0 0 195,199
Investment in subsidiaries 298,030 11,939 0 (309,969) 0
Goodwill and other intangible assets, net 44,088 161,283 0 0 205,371
Other assets 31,919 102,545 26,889 (129,123) 32,230
----------- ---------- ---------- ----------- -----------
Total assets $ 1,036,475 $ 285,111 $ 26,889 $ (439,092) $ 909,383
=========== ========== ========== =========== ===========
Liabilities and Shareholder's Equity
Current portion of long-term debt $ 19,611 $ 0 $ 0 $ 0 $ 19,611
Current portion of Termination and Transitional
Service Agreements with Pro-Fac
Cooperative, Inc. 9,403 0 0 0 9,403
Accounts payable 65,826 1,324 0 0 67,150
Accrued interest 4,106 0 0 0 4,106
Intercompany loans 1,987 (1,987) 0 0 0
Other current liabilities 56,718 2,694 0 0 59,412
----------- ---------- ---------- ----------- -----------
Total current liabilities 157,651 2,031 0 0 159,682
Long-term debt 486,859 0 0 (26,889) 459,970
Long-term portion of Termination and
Transitional Service Agreements
with Pro-Fac Cooperative, Inc. 24,031 0 0 0 24,031
Other non-current liabilities 156,397 0 0 (102,234) 54,163
----------- ---------- ---------- ----------- -----------
Total liabilities 824,938 2,031 0 (129,123) 697,846
Shareholder's equity 211,537 283,080 26,889 (309,969) 211,537
----------- ---------- ---------- ----------- -----------
Total liabilities and shareholder's equity $ 1,036,475 $ 285,111 $ 26,889 $ (439,092) $ 909,383
=========== ========== ========== =========== ===========
55
Successor
Statement of Cash Flows
August 19, 2002 - June 28, 2003
--------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors Subsidiaries Entries Consolidated
------------ ---------- -------------- ----------- ------------
(Dollars in Thousands)
Cash Flows From Operating Activities:
Net income $ 20,756 $ 34,551 $ 1,889 $ (36,440) $ 20,756
Adjustments to reconcile net income to cash
provided by operating activities -
Amortization of certain intangible assets 1,606 656 0 0 2,262
Depreciation 21,562 567 0 0 22,129
Amortization of debt issue costs, amendment costs,
debt discounts and premiums, and interest in-kind 11,086 0 (1,889) 0 9,197
Equity in earnings of former joint
venture (1,109) 0 0 0 (1,109)
Equity in earnings of subsidiaries (33,623) (839) 0 34,462 0
Equity in undistributed earnings of CoBank (29) 0 0 0 (29)
Transitional Services Agreement with
Pro-Fac Cooperative, Inc. (455) 0 0 0 (455)
Provision/(benefit) for deferred taxes 13,481 0 0 0 13,481
Provision for losses on accounts receivable 480 90 0 0 570
Change in working capital 92,246 (6,343) 0 1,978 87,881
----------- ---------- ------- ---------- ----------
Net cash provided by operating activities 126,001 28,682 0 0 154,683
Cash Flows From Investing Activities:
Purchase of property, plant, and equipment (13,868) (307) 0 0 (14,175)
Proceeds from disposals 27,338 11 0 0 27,349
Proceeds from note receivable 4,978 0 0 0 4,978
Issuance of note receivable to Pro-Fac Cooperative, Inc. (700) 0 0 0 (700)
Proceeds from investment in CoBank 3,053 0 0 0 3,053
Repayments from former joint venture 6,285 0 0 0 6,285
Disposition of investment in former joint venture 13,900 0 0 0 13,900
Investment in GLK, LLC 0 (11,100) 0 11,100 0
Dividends received 29,530 0 0 (29,530) 0
----------- --------- ------- ---------- ----------
Net cash provided by/(used in) investing activities 70,516 (11,396) 0 (18,430) 40,690
Cash Flows From Financing Activities:
Proceeds from issuance of long-term debt 270,000 0 0 0 270,000
Birds Eye Holdings Inc. investment 175,590 0 0 0 175,590
Payments on Subordinated Promissory Note (25,000) 0 0 0 (25,000)
Net payments on prior revolving credit facility (22,000) 0 0 0 (22,000)
Payments on long-term debt (402,488) 0 0 0 (402,488)
Payments on Termination Agreement with
Pro-Fac Cooperative, Inc. (12,118) 0 0 0 (12,118)
Payments on capital lease (775) 0 0 0 (775)
Cash paid for debt issuance costs (24,743) 0 0 0 (24,743)
Cash paid for transaction fees (6,000) 0 0 0 (6,000)
Dividends paid 0 (29,530) 0 29,530 0
Birds Eye Foods, Inc. investment 0 11,100 0 (11,100) 0
----------- --------- ------- ---------- ----------
Net cash used in financing activities (47,534) (18,430) 0 18,430 (47,534)
----------- --------- ------- ---------- ----------
Net change in cash and cash equivalents 148,983 (1,144) 0 0 147,839
Cash and cash equivalents at beginning of period 4,636 1,281 0 0 5,917
----------- --------- ------- ---------- ----------
Cash and cash equivalents at end of period $ 153,619 $ 137 $ 0 $ 0 $ 153,756
=========== ========= ======= ========== ==========
56
Predecessor
Statement of Cash Flows
June 30, 2002 - August 18, 2002
--------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
(Dollars in Thousands) Foods, Inc. Guarantors Subsidiaries Entries Consolidated
------------ ---------- --------------- ------------ ------------
Cash Flows From Operating Activities:
Net income/(loss) $ 85 $ 4,634 $ (368) $ (4,266) $ 85
Adjustments to reconcile net income/(loss) to net
cash (used in)/provided by operating activities -
Amortization of certain intangible assets 50 94 0 0 144
Depreciation 3,741 69 23 0 3,833
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 Great
Lakes Kraut Company, LLC (277) 0 0 0 (277)
Equity in earnings of subsidiaries (4,588) 0 0 4,588 0
Change in working capital (37,661) 3,890 1,252 (322) (32,841)
----------- --------- ---------- ---------- ----------
Net cash (used in)/provided by operating activities (37,449) 8,687 907 0 (27,855)
Cash Flows From Investing Activities:
Purchase of property, plant, and equipment (2,181) 0 (6) 0 (2,187)
Proceeds from investment in CoBank 1,115 0 0 0 1,115
Advances to Great Lakes Kraut Company, LLC (1,512) 0 0 0 (1,512)
Dividends received 8,750 0 0 (8,750) 0
----------- --------- ---------- ---------- ----------
Net cash provided by/(used in) investing activities 6,172 0 (6) (8,750) (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)
Dividends paid 0 (8,750) 0 8,750 0
----------- --------- ---------- ---------- ----------
Net cash provided by/(used in) financing activities 21,670 (8,750) 0 8,750 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
=========== ========= ========== ========== ==========
57
Predecessor
Statement of Operations
Fiscal Year Ended June 29, 2002
--------------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors Subsidiaries Entries Consolidated
------------- ---------- ------------- ------------ ------------
(Dollars in Thousands)
Net sales $ 948,710 $ 15,744 $ 17,318 $ (17,318) $ 964,454
Cost of sales (740,289) (10,862) (17,304) 17,304 (751,151)
----------- ---------- ---------- ----------- -----------
Gross profit 208,421 4,882 14 (14) 213,303
Other (expense)/income (52,852) 52,702 816 (816) (150)
Selling, administrative and general expenses (111,687) (3,716) 0 0 (115,403)
Goodwill impairment charge (41,260) (137,765) 0 0 (179,025)
Income from Great Lakes Kraut Company, LLC 2,457 0 0 0 2,457
Loss from subsidiaries (96,918) 0 0 96,918 0
----------- ---------- ---------- ----------- -----------
Operating (loss)/income before dividing with Pro-Fac (91,839) (83,897) 830 96,088 (78,818)
Interest (expense)/income (73,500) 10,499 0 0 (63,001)
----------- ---------- ---------- ----------- -----------
Pretax (loss)/income before dividing with Pro-Fac (165,339) (73,398) 830 96,088 (141,819)
Pro-Fac share of income (16,842) 0 0 0 (16,842)
----------- ---------- ---------- ----------- -----------
Pretax (loss)/income before discontinued operations (182,181) (73,398) 830 96,088 (158,661)
Tax benefit/(provision) 54,326 (22,975) (545) 0 30,806
----------- ---------- ---------- ----------- -----------
Net (loss)/income before discontinued operations (127,855) (96,373) 285 96,088 (127,855)
Discontinued operations (net of a tax benefit
of $684) (2,839) 0 0 0 (2,839)
----------- ---------- ---------- ----------- -----------
Net (loss)/income $ (130,694) $ (96,373) $ 285 $ 96,088 $ (130,694)
=========== ========== ========== =========== ===========
Predecessor
Statement of Operations
Fiscal Year Ended June 30, 2001
-------------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors Subsidiaries Entries Consolidated
----------- ------------ ------------- ----------- ------------
(Dollars in Thousands)
Net sales $ 1,077,460 $ 16,282 $ 17,329 $ (17,329) $ 1,093,742
Cost of sales (872,024) (10,751) (16,461) 16,461 (882,775)
----------- ---------- ---------- --------- -----------
Gross profit 205,436 5,531 868 (868) 210,967
Other (expense)/income (56,586) 56,586 627 (627) 0
Selling, administrative, and general expenses (120,598) (9,795) 0 0 (130,393)
Income from Great Lakes Kraut Company, LLC 1,779 0 0 0 1,779
Income from subsidiaries 39,521 0 0 (39,521) 0
----------- ---------- ---------- --------- -----------
Operating income before dividing with Pro-Fac 69,552 52,322 1,495 (41,016) 82,353
Interest (expense)/income (86,138) 10,037 91 (91) (76,101)
----------- ---------- ---------- --------- -----------
Pretax (loss)/income before dividing with Pro-Fac (16,586) 62,359 1,586 (41,107) 6,252
Pro-Fac share of income (732) 0 0 0 (732)
----------- ---------- ---------- --------- -----------
Pretax (loss)/income before discontinued operations (17,318) 62,359 1,586 (41,107) 5,520
Tax benefit/(provision) 17,854 (22,163) (675) 0 (4,984)
----------- ---------- ---------- --------- -----------
Net income before discontinued operations 536 40,196 911 (41,107) 536
Discontinued operations (net of a tax benefit
of $4,324) (465) 0 0 0 (465)
----------- ---------- ---------- --------- -----------
Net income $ 71 $ 40,196 $ 911 $ (41,107) $ 71
=========== ========== ========== ========= ===========
58
Predecessor
Balance Sheet
June 29, 2002
--------------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors 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 266,110 223 136 0 266,469
Raw materials and supplies 27,064 623 159 0 27,846
----------- ---------- ---------- ----------- -----------
Total inventories 293,174 846 295 0 294,315
Other current assets 59,729 (158) 257 0 59,828
----------- ---------- ---------- ----------- -----------
Total current assets 440,201 3,754 874 0 444,829
Property, plant and equipment, net 280,796 3,883 3,441 0 288,120
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 57,031 103,655 0 (103,409) 57,277
----------- ---------- ---------- ----------- -----------
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
=========== ========== ========== =========== ===========
59
Predecessor
Statement of Cash Flows
Fiscal Year Ended June 29, 2002
------------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors Subsidiaries Entries Consolidated
------------- ------------ -------------- ------------- ------------
(Dollars in Thousands)
Net (loss)/income $ (130,694) $ (96,373) $ 285 $ 96,088 $ (130,694)
Adjustments to reconcile net (loss)/income to net
cash (used in)/provided by operating activities -
Goodwill impairment charge 41,260 137,765 0 0 179,025
Amortization of certain intangible assets 397 750 0 0 1,147
Depreciation 30,012 548 290 0 30,850
Amortization of debt issue costs, amendment
costs, debt discounts and premiums, and interest
in-kind 6,968 0 0 0 6,968
Equity in undistributed earnings of Great
Lakes Kraut Company, LLC (1,795) 0 0 0 (1,795)
Equity in earnings of subsidiaries 96,918 0 0 (96,918) 0
Equity in undistributed earnings of CoBank (97) 0 0 0 (97)
Benefit for deferred taxes (31,934) 0 0 0 (31,934)
Provision for losses on accounts receivable 437 120 0 0 557
Change in working capital (47,113) 7,015 (113) 830 (39,381)
----------- ---------- ---------- ----------- ------------
Net cash (used in)/provided by operating activities (35,641) 49,825 462 0 14,646
Cash flows from investing activities:
Purchase of property, plant, and equipment (14,875) 0 (151) 0 (15,026)
Proceeds from disposals 595 0 0 0 595
Proceeds from investment in CoBank 5,114 0 0 0 5,114
Repayments from Great Lakes Kraut
Company, LLC 4,016 0 0 0 4,016
Dividends received 49,725 0 0 (49,725) 0
----------- ---------- ---------- ----------- -----------
Net cash provided by/(used in) investing activities 44,575 0 (151) (49,725) (5,301)
Cash flows from financing activities:
Payments on long-term debt (11,790) 0 0 0 (11,790)
Payments on capital leases (620) 0 0 0 (620)
Cash paid for debt amendments (1,694) 0 0 0 (1,694)
Capital contributions from Pro-Fac 11,789 0 0 0 11,789
Dividends paid 0 (49,725) 0 49,725 0
----------- ---------- ---------- ----------- -----------
Net cash used in financing activities (2,315) (49,725) 0 49,725 (2,315)
----------- ----------- ---------- ----------- -----------
Net change in cash and cash equivalents 6,619 100 311 0 7,030
Cash and cash equivalents at beginning of period 7,624 21 11 0 7,656
----------- ---------- ---------- ----------- -----------
Cash and cash equivalents at end of period $ 14,243 $ 121 $ 322 $ 0 $ 14,686
=========== ========== ========== =========== ===========
60
Predecessor
Statement of Cash Flows
Fiscal Year Ended June 30, 2001
---------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors Subsidiaries Entries Consolidated
------------- ----------- -------------- ------------- ------------
(Dollars in Thousands)
Net income $ 71 $ 40,196 $ 911 $ (41,107) $ 71
Adjustments to reconcile net income to net
cash provided by operating activities -
Amortization of certain intangible assets and goodwill 2,803 7,057 0 0 9,860
Depreciation 29,831 572 303 0 30,706
Amortization of debt issue costs, amendment costs,
debt discounts and premiums, and interest in-kind 6,964 0 0 0 6,964
Equity in undistributed earnings of
Great Lakes Kraut Company, LLC (1,243) 0 0 0 (1,243)
Equity in earnings of subsidiaries (39,521) 0 0 39,521 0
Equity in undistributed earnings of CoBank (97) 0 0 0 (97)
Provision for deferred taxes 3,464 0 0 0 3,464
Provision for losses on accounts receivable 560 50 0 0 610
Change in working capital 20,917 (18,236) (742) 1,586 3,525
--------- --------- ---------- ---------- -----------
Net cash provided by operating activities 23,749 29,639 472 0 53,860
Cash flows from investing activities:
Purchase of property, plant, and equipment (21,638) (3,027) (461) 0 (25,126)
Proceeds from disposals 5,797 0 0 0 5,797
Proceeds from investment in CoBank 4,259 0 0 0 4,259
Advances to Great Lakes Kraut Company, LLC (10,678) 0 0 0 (10,678)
Dividends received 26,800 0 0 (26,800) 0
--------- --------- ---------- ---------- -----------
Net cash provided by/(used in) investing activities 4,540 (3,027) (461) (26,800) (25,748)
Cash flows from financing activities:
Net payments on short-term debt (5,700) 0 0 0 (5,700)
Payments on long-term debt (18,084) 0 0 0 (18,084)
Payments on capital leases (449) 0 0 0 (449)
Cash paid for debt amendments (1,730) 0 0 0 (1,730)
Capital contributions by Pro-Fac 513 0 0 0 513
Dividends paid 0 (26,800) 0 26,800 0
--------- --------- ---------- ---------- -----------
Net cash used in financing activities (25,450) (26,800) 0 26,800 (25,450)
---------- --------- ---------- ---------- ------------
Net change in cash and cash equivalents 2,839 (188) 11 0 2,662
Cash and cash equivalents at beginning of period 4,785 209 0 0 4,994
--------- --------- ---------- ---------- -----------
Cash and cash equivalents at end of period $ 7,624 $ 21 $ 11 $ 0 $ 7,656
========= ========= ========== ========== ===========
NOTE 15. OTHER MATTERS
Restructuring: On June 23, 2000, the Company sold its pickle business to Dean
Pickle and Specialty Product Company. As part of that transaction, Birds Eye
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 its facility located in Tacoma, Washington. The
total restructuring charge recorded in the first quarter of fiscal 2002 amounted
to $1.1 million and was primarily comprised of employee termination benefits.
This amount was liquidated as of December 28, 2002.
In addition, on October 12, 2001, the Company announced a reduction of
approximately 7 percent of its nationwide workforce, for a total of
approximately 300 positions. The reductions were part of an ongoing focus on
low-cost operations and included both salaried and hourly positions. In
conjunction with the reductions, the Company recorded a charge against earnings
of approximately $1.6 million in the second quarter of fiscal 2002, primarily
comprising employee termination benefits. This amount was liquidated as of
December 28, 2002.
61
Transactions Between Birds Eye Foods and AgriFrozen: Prior to February 2001,
Birds Eye Foods purchased frozen vegetables from AgriFrozen. AgriFrozen was a
former subsidiary of Pro-Fac. For fiscal 2001, Birds Eye Foods purchases were
approximately $25.6 million.
On February 16, 2001, Birds Eye Foods purchased the frozen vegetable inventory
of AgriFrozen. AgriFrozen's lender sold the inventory to the Company pursuant to
a private sale under the Uniform Commercial Code after AgriFrozen voluntarily
surrendered the inventory to the lender. The purchase price was $31.6 million of
which $10.0 million was paid to the lender on April 1, 2001, and the remaining
balance was paid on August 1, 2001. In addition, under a related agreement
between the Company and AgriFrozen, the Company funded certain operating costs
and expenses of AgriFrozen, primarily in storing and converting the purchased
inventory to finished goods, during a transition period which ended on June 30,
2001. Total funding was estimated to be approximately $8.7 million.
In addition, AgriFrozen maintained an administrative service agreement with
Birds Eye Foods. Birds Eye Foods provided certain management, consulting, and
administrative services. For the year ended June 30, 2001, Birds Eye Foods
received approximately $0.6 million in service fees related to the agreement.
This agreement was terminated on June 30, 2001.
Legal Matters: On December 23, 2002, the Company entered into a settlement
agreement with: (a) Blue Line Farms, as the class representative, relating to a
lawsuit brought as a class action (the "Blue Line Farms Litigation"), on
September 25, 2001 in the circuit court of Multnomah County, Oregon, alleging
various claims related to the operation of PF Acquisition II, Inc., a former
subsidiary of Pro-Fac that conducted business under the name AgriFrozen Foods
("AgriFrozen") and (b) the plaintiffs in a lawsuit pending in the United States
Bankruptcy Court for the District of Oregon, known as the "Seifer Trust
Litigation" brought against Birds Eye Foods, Pro-Fac Cooperative, Inc., and
other named defendants, alleging various claims under Oregon's grower lien
statute. The settlement agreement resulted in a full and final settlement and
dismissal of all litigation brought by Blue Line Farms and the plaintiffs in the
Seifer Trust Litigation.
The Unit Purchase Agreement for the Transaction contains specific provisions
concerning the Blue Line Farms matter and other AgriFrozen related litigation of
Birds Eye Foods. These provisions address the sharing of defense costs, as well
as judgment and settlement costs, between Birds Eye Foods and Pro-Fac. On an
annual basis, Birds Eye Foods agreed to bear responsibility for the first
$300,000 of defense costs. In addition, Birds Eye Foods agreed 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 only to the Blue Line Farms litigation and
the Seifer Trust litigation. These provisions do not apply to other AgriFrozen
related litigation, the responsibility for which is entirely with Pro-Fac.
In addition, Birds Eye Foods is a party to various other legal proceedings from
time to time in the normal course of its business. In the opinion of management,
any liability that the Company might incur upon the resolution of these
proceedings will not, in the aggregate, have a material adverse effect on the
Company's business, financial condition, or results of operations. Further, no
such proceedings are known to be contemplated by any governmental authorities.
The Company maintains general liability insurance coverage in amounts deemed to
be adequate by management.
62
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON AUDITING AND
FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Birds Eye Foods' management, with the participation of Birds Eye Foods'
Principal Executive Officer and Principal Financial Officer, evaluated the
effectiveness of the design and operation of Birds Eye Foods' disclosure
controls and procedures (as defined in Rule 15(d)-15(e) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")). Based on that
evaluation, Birds Eye Foods' Principal Executive and Principal Financial
Officers concluded that Birds Eye Foods' disclosure controls and procedures as
of June 28, 2003 (the end of the period covered by this Report) have been
designed and are functioning effectively to provide reasonable assurance that
the information required to be disclosed by Birds Eye Foods in reports filed or
submitted under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission's
rules and forms.
63
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors and Executive Officers: Prior to the consummation of the Transaction,
Birds Eye Foods' Board of Directors consisted of one management director, three
Pro-Fac directors and four independent directors. As a result of the
Transaction, the composition of the Board of Directors of the Company has
changed.
The Securityholders Agreement dated and effective as of August 19, 2002 (and as
amended from time to time, the "Securityholders Agreement"), among Holdings LLC,
Pro-Fac and Vestar, together with others, includes a voting agreement pursuant
to which the holders of Holdings LLC common units agree to, among other things,
vote their common units and to take any other action necessary to elect or cause
to be elected to Birds Eye Foods' Board of Directors six directors designated by
Vestar (the "Vestar Directors"), two directors designated by Pro-Fac (the
"Pro-Fac Directors"), one director who shall be the chief executive officer of
Birds Eye Foods (the "Management Director") and two directors designated by
Vestar who shall be independent of Holdings LLC, its subsidiaries' management
(including Birds Eye Foods) and Vestar (the "Independent Directors"). The
Securityholders Agreement also provides that so long as Mr. Dennis Mullen is the
Management Director he shall serve as Chairman of the Board of Directors. Each
member of the Board of Directors was elected pursuant to the terms of the
Securityholders Agreement.
Set forth below is certain information concerning the individuals who currently
serve as the directors and executive officers of the Company.
Year of
Name Birth Positions
- ------------------------------ ------- ----------------------------------------------------------------------
Dennis M. Mullen(1) 1953 Chairman of the Board, President and Chief Executive Officer
Earl L. Powers 1944 Executive Vice President Finance and Chief Financial Officer and Secretary
Carl W. Caughran 1953 Executive Vice President - Operations
David E. Hogberg 1953 Executive Vice President - Sales, Marketing and Business Development
Stephen R. Wright 1947 Executive Vice President - Investor Relations
Stephen P. Donovan, Jr.(4) 1941 Director
Peter R. Call(2) 1956 Director
Bruce R. Fox(2) 1947 Director
David M. Hooper(3) 1967 Director
Daniel S. O'Connell(3) 1954 Director
Gregg A. Ostrander(3) 1953 Director
Patrick W. Rose(4) 1943 Director
Brian K. Ratzan(3) 1970 Director
David B. Vermylen(4) 1951 Director
- -----------------------
(1) Management Director
(2) Pro-Fac Director
(3) Vestar Director
(4) Independent Director
Mr. Prakash Melwani resigned from Birds Eye Foods' Board of Directors on May 2,
2003.
64
Dennis M. Mullen was named Chairman of the Board on August 19, 2002. Mr. Mullen
has served as the President and Chief Executive Officer of the Company since
January 1998 and as a Director of the Company since May 1996. He was Chief
Operating Officer of the Company from May 1996 to January 1998 and Executive
Vice President from January 1996 to May 1996. He had been President and Chief
Executive Officer of the Comstock Michigan Fruit business unit of Birds Eye
Foods from March 1993 to May 1996. He was Senior Vice President and Business
Unit Manager - Food Service of the Comstock Michigan Fruit business unit from
1991 to 1993, and Senior Vice President - Custom Pack Sales for Nalley Fine
Foods from 1990 to 1991. Prior to employment with the Company, he was President
and Chief Executive Officer of Globe Products Company. He currently serves on
the Board of Directors for Grocery Manufacturers of America, National Food
Processors Association, St. Leo University, the Rochester Institute of
Technology School of Food, Hotel and Travel Management's National Advisory
Board, Junior Achievement of Rochester, New York Area and JP Morgan Chase's
Northeast Regional Advisory Board.
Earl L. Powers has been Executive Vice President Finance and Chief Financial
Officer of the Company since February 1997. He was named Secretary of the
Company in October 2002. He was Vice President and Corporate Controller of the
Company from March 1993 to February 1997, and Vice President Finance and
Management Information Systems of the Comstock Michigan Fruit business unit of
Birds Eye Foods from 1991 to March 1993. Prior to joining Birds Eye Foods, he
was Controller of various Pillsbury Company divisions from 1987 to 1990 and held
various other executive management positions at the Pillsbury Company from 1976
to 1987. He currently serves on the Board of Directors of JP Morgan Chase's
Northeast Advisory Board.
Carl W. Caughran has been Executive Vice President - Operations of the Company
since 1999. He also served as President and Chief Executive Officer of the
Nalley Fine Foods business unit of Birds Eye Foods from 1996 to 1999. Prior to
joining the Company, he held various executive positions at Borden Foods,
including Vice President/General Manager of both the Western Snack Group and
Eastern Snack Group.
David E. Hogberg has been Executive Vice President of Sales, Marketing, and
Business Development since November 2002. Prior to joining the Company, he held
various executive positions with ConAgra Foods from 1990 to 2002 and Quaker Oats
from 1974 to 1990, including positions in plant management, product development,
marketing, acquisitions and mergers and general management.
Stephen R. Wright has been Executive Vice President of the Company since
November 6, 1996 and was Secretary from March 2000 to August 2002. He was Senior
Vice President - Procurement of Birds Eye Foods from November 1994 to November
1996 and Vice President - Procurement for Birds Eye Foods from 1990 to November
1994, having served as Director of Commodities and Administration Services for
Birds Eye Foods from 1988 to 1990. Mr. Wright was elected an officer and General
Manager of Pro-Fac in March 1995. He was elected Secretary of Pro-Fac in June
1999 and currently serves as Pro-Fac's General Manager.
Peter R. Call became a Director of the Company in August 2002. He also serves as
a director of Pro-Fac and has served in such capacity since 2000. He produces
vegetables in Batavia, New York (My-T Acres, Inc. has been a member of Pro-Fac
since 1961).
Stephen P. Donovan, Jr. became a director of the Company in August 2003. Mr.
Donovan was employed with the Procter and Gamble Company for more than 30
years, holding a wide range of executive positions, most recently President,
Global Beverage and North American Food & Beverage. Mr. Donovan is also a past
director of Remington Products Company, L.L.C.
Bruce R. Fox has been a Director of the Company since 1994. Mr. Fox served as
Chairman of the Board from 2000 to August 19, 2002. He also serves as a director
of Pro-Fac and has served in such capacity since 1974. He was Treasurer of
Pro-Fac from 1984 until March 27, 1995, when he was elected President. He has
been a member of Pro-Fac since 1974. Mr. Fox is a fruit and vegetable grower
(N.J. Fox & Sons, Inc., Shelby, MI).
David M. Hooper became a director of the Company in August 2002. Mr. Hooper is a
Managing Director of Vestar Capital Partners, an investment firm and affiliate
of Vestar Capital Partners V, L.P., the sole member of Vestar/Agrilink Holdings
("Vestar Capital Partners"). Mr. Hooper joined Vestar in 1994 and currently
serves as a director of Advanced Organics, Inc. and Sheridan Healthcare, Inc.,
companies in which Vestar or its affiliates have a significant equity interest.
Daniel S. O'Connell became a director of the Company in August 2002. Mr.
O'Connell is the Chief Executive Officer and founder of Vestar Capital Partners.
Mr. O'Connell is also a director of Aearo Corporation, Cluett American
Corporation, Insight Communications Company, Inc., Remington Products Company,
L.L.C., Sunrise Medical, Inc., and St. John Knits Co., Inc. All are companies in
which Vestar or its affiliates have a significant equity interest.
Gregg A. Ostrander became a director of the Company in October 2002. Mr.
Ostrander has been the Chairman, President, and Chief Executive Officer of
Michael Foods, Inc. since 1994, a company in which Vestar or its affiliates have
a significant equity interest. Mr. Ostrander is a director Michael Foods, Inc.
and Arctic Cat Inc.
65
Brian K. Ratzan became a director of the Company in August 2002. Mr. Ratzan is a
Vice President of Vestar Capital Partners. Mr. Ratzan joined Vestar in 1998.
Previously, he was a Vice President at Trace International Holdings, Inc., a
private investment firm. Prior to that, he was a member of the Corporate Finance
Group at Donaldson, Lufkin & Jenrette.
Patrick W. Rose became a director of the Company in February 2003. Mr. Rose
currently serves as a director of International House of Pancakes, Inc. and
Riviana Foods, Inc. Mr. Rose served as Chairman of the Board, President, and
Chief Executive Officer of Van Camp Seafoods, Inc. from 1993 to 1997 and
Chairman of the Board, President, and Chief Executive Officer of Bumble Bee
Seafoods, Inc. from 1984 to 1989.
David B. Vermylen became a director of the Company in February 2003. Most
recently, from 1996 to 2002, he was with the Keebler Company, serving as its
President and Chief Executive Officer during 2001 to 2002. In 1995 he was
Chairman, President, and Chief Executive Officer of Brother's Gourmet Coffee.
Prior to that he spent 20 years in the food industry, 14 years with General
Foods in a variety of brand management positions. Mr. Vermylen is also on the
board of Aeropostale (ARO), a specialty retailer of value priced, casual
clothing and accessories targeted at teenagers.
Term of Office: All directors of the Company will hold office from the date of
their election until their resignation, removal, or departure otherwise. Each
executive officer of the Company will hold office from the date of election
until his successor is elected or appointed.
There are no family relationships between any director, executive officer, or
any person nominated or chosen by the Company to become a director or executive
officer.
Involvement in Certain Legal Proceedings: The following executive officers of
Birds Eye Foods were previously officers of PF Acquisition II, Inc., a former
subsidiary of Pro-Fac: Dennis M. Mullen, Earl L. Powers, and Stephen R. Wright.
On June 27, 2001, PF Acquisition II, Inc. filed a petition under the federal
bankruptcy laws. On December 23, 2002, Pro-Fac, Birds Eye Foods, and the other
defendants reached a settlement regarding a legal proceeding involving PF
Acquisition II, Inc. See NOTE 15 to the "Notes to Consolidated Financial
Statements."
66
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation paid by
Birds Eye Foods for each of the fiscal years ended June 28, 2003, June 29, 2002
and June 30, 2001 to (i) Birds Eye Foods' Chief Executive Officer, (ii) the four
other most highly compensated individuals (based on total salary and bonus for
the last completed fiscal year) who were serving as executive officers at the
end of the fiscal year ended June 28, 2003, and (iii) an individual who would
constitute one of the four most highly compensated executive officers (other
than the Chief Executive Officer) but for the fact that he was not serving as an
executive officer at the end of the last completed fiscal year. These
individuals are referred to as the "Named Executive Officers."
Executive Compensation
Summary Compensation Table
Annual
Compensation(1) Other 401(k)
----------------------- Annual Matching
Name and Principal Position Year Salary Bonus(2) Compensation Contributions
- --------------------------- ---- ----------- ------- ------------ -------------
Dennis M. Mullen 2003 $ 600,000 $ 250,000 $ 0 $ 9,423
Chairman of the Board, President, and Chief 2002 $ 600,000 $ 0 $ 0 $ 8,538
Executive Officer 2001 $ 600,000 $ 0 $ 0 $ 9,808
Earl L. Powers 2003 $ 315,250 $ 120,000 $ 0 $ 7,491
Executive Vice President Finance and Chief 2002 $ 305,250 $ 0 $ 0 $ 6,105
Financial Officer 2001 $ 305,104 $ 0 $ 0 $ 4,444
and Secretary
David M. Mehalick(3) 2003 $ 76,327 $ 25,000 $ 0 $ 2,250
Vice President and General Counsel 2002 $ 260,000 0 $ 0 $ 5,500
2001 $ 253,067 $ 50,000 $ 0 $ 7,289
Carl W. Caughran 2003 $ 250,000 $ 131,350 $ 0 $ 6,649
Executive Vice President - Operations 2002 $ 240,000 $ 0 $ 0 $ 6,138
2001 $ 232,050 $ 0 $ 0 $ 6,880
David E. Hogberg(4) 2003 $ 174,231 $ 165,000 $37,965(5) $ 0
Executive Vice President of Sales, Marketing, and 2002 $ 0 $ 0 $ 0 $ 0
Business Development 2001 $ 0 $ 0 $ 0 $ 0
Stephen R. Wright 2003 $ 234,000 $ 60,000 $ 0 $ 6,962
Executive Vice President - Investor Relations 2002 $ 225,000 $ 0 $ 0 $ 6,534
2001 $ 222,685 $ 0 $ 0 $ 6,556
(1) No Named Executive Officer has received perquisites and other personal
benefits, securities or property during the period in excess (in the
aggregate) of the lesser of $50,000 or 10 percent of the annual salary and
bonus reported by such officer.
(2) Pursuant to the Management Incentive Plan of the Company (the "Incentive
Plan"), additional compensation is paid if justified by the activities of
the officers and employees eligible under the Incentive Plan and by the
earnings of the Company.
(3) Mr. Mehalick resigned effective October 1, 2002
(4) Mr. David Hogberg joined the Company on November 1, 2002.
(5) Mr. Hogberg's relocation expenses of $37,965 were paid during fiscal 2003
pursuant to the Company's relocation policy.
Long-Term Incentive Plan: On June 24, 1996, the Company introduced a long-term
incentive program, the Birds Eye Foods Equity Value Plan, which it has amended
from time to time. The Equity Value Plan provided performance units to a select
group of management. The future value of the performance units was determined by
Birds Eye Foods' performance on earnings and debt repayment.
67
On June 26, 2002, the Company terminated the Equity Value Plan and all benefit
payments were made as of June 28, 2003.
None of the Named Executive Officers received any payments or awards under the
Equity Value Plan during fiscal 2003, 2002, or 2001.
Retirement Plans: The Company's Master Salaried Retirement Plan (the "Pension
Plan") provided defined retirement benefits for its officers and all salaried
exempt and non-exempt personnel. This plan was amended to freeze benefit
accruals effective September 2001. Participants who, on that date, were actively
employed and had attained the age of 40, completed five years of vesting
service, and whose sum of age and vesting service was 50 or more, were
grandfathered. Grandfathered participants are entitled to continue to earn
benefit service in accordance with the provisions of the plan with respect to
periods of employment after September 2001, but in no event beyond September
2006.
For retirement before age 65, the annual benefits are reduced by an amount for
each year prior to age 65 at which such retirement occurs so that if retirement
occurs at age 55, the benefits are 70 percent of those payable at age 65.
The Company maintains an Excess Benefit Retirement Plan which serves to provide
employees with the same retirement benefit they would have received from the
Company's Master Salaried Retirement Plan under the career average base pay
formula, but for changes required under the 1986 Tax Reform Act and the
compensation limitation under Section 401(a)(17) of the Internal Revenue Code,
which was $150,000 on January 1, 1994, having been revised in the 1992 Omnibus
Budget Reform Act. In September 2001, the Company made the decision to freeze
benefits in the same manner as described for the Master Salaried Retirement
Plan.
In fiscal 2001, the Company adopted a non-tax qualified Supplemental Executive
Retirement Plan ("SERP") which provides additional retirement benefits to the
Company's Chief Executive Officer. The Company has not pre-funded this liability
at June 28, 2003. The projected and accumulated benefit obligation under the
plan at June 28, 2003 was $1.5 million. The Company's Chief Executive Officer
agreed to a modification to the SERP under which he is covered. The modification
prevented the Transaction from being treated as a change of control for purposes
of the SERP. As such, the closing of the Transaction did not accelerate the
vesting of benefits under the SERP.
The following table shows the estimated pension benefits payable to a covered
participant, at age 65, at the specified final average pay, and years of
credited service levels under the Company's Master Salaried Retirement Plan and
the Excess Benefit Retirement Plan.
Pension Plan Table
Years of Plan Participation
Final ------------------------------------------------------------------------------
Average Pay 15 20 25 30 35
----------- ------------ ------------- ------------- ------------- ---------
$ 125,000 $ 21,563 $ 28,750 $ 35,938 $ 43,125 $ 50,313
150,000 25,875 34,500 43,125 51,750 60,375
175,000 30,188 40,250 50,313 60,375 70,438
200,000 34,500 46,000 57,500 69,000 80,500
225,000 38,813 51,750 64,688 77,625 90,563
250,000 43,125 57,500 71,875 86,250 100,625
275,000 47,438 63,250 79,063 94,875 110,688
300,000 51,750 69,000 86,250 103,500 120,750
325,000 56,063 74,750 93,438 112,125 130,813
350,000 60,375 80,500 100,625 120,750 140,875
375,000 64,688 86,250 107,813 129,375 150,938
400,000 69,000 92,000 115,000 138,000 161,000
425,000 73,313 97,750 122,188 146,625 171,063
450,000 77,625 103,500 129,375 155,250 181,125
475,000 81,938 109,250 136,563 163,875 191,188
500,000 86,250 115,000 143,750 172,500 201,250
The estimated pension benefits are calculated based on straight-line annuity
amounts and are not subject to any deduction for Social Security or other offset
amounts.
68
The approximate number of years of Plan participation under the Company's
Pension Plan as of June 28, 2003, of the Named Executive Officers listed in the
Summary Compensation Table are as follows: Dennis M. Mullen-13, Earl L.
Powers-11, David M. Mehalick-1, Carl W. Caughran-6, and Stephen R. Wright-27.
The compensation upon which the pension benefits are determined is included in
the salary columns of the "Summary Compensation Table."
In addition, Birds Eye Foods also maintains a Non-Qualified 401(k) Plan in which
the Company allocates matching contributions for the benefit of "highly
compensated employees" as defined under Section 414(q) of the Internal Revenue
Code.
Employment Contracts, Termination of Employment, and Change-in-Control
Arrangements: Birds Eye Foods adopted a revised Salary Continuation Agreement
for Mr. Mullen on August 22, 2001, whereby, two years of salary and benefits
continuation will be provided if Mr. Mullen's employment is involuntarily
terminated for reasons other than for "cause" as such term is defined in the
Agreement.
Birds Eye Foods adopted a Key Executive Severance Plan - A with respect to named
executives on January 16, 2002, whereby, two years of salary and benefits
continuation will be provided if their employment is involuntarily terminated at
any time when a "Change of Control," as defined in the Plan, is anticipated or
within two years after a Change of Control, for reasons other than for "cause"
as such term is defined in the Plan. Messrs. Powers, Caughran, and Wright, each
a Named Executive Officer, are participants in the plan. Mr. Mehalick was a
participant prior to his resignation effective October 1, 2002.
Directors' Compensation: Effective as of August 19, 2002 (the Closing Date of
the Transaction), directors serving on Birds Eye Foods' Board of Directors who
are employees of Vestar Capital Partners and the Management Director are not
entitled to an annual retainer. All other directors are paid an annual retainer
of $14,000 each and $3,500 for each board meeting attended in person. All
directors receive reimbursement for reasonable out-of-pocket expenses incurred
in connection with meetings of the Board.
Compensation Committee Interlocks and Insider Participation: For fiscal 2003,
the members of the Compensation Committee of the Board of Directors were Mr.
Daniel O'Connell, Mr. David Hooper, Mr. Bruce Fox and, prior to his resignation
on May 2, 2003 from the Board of Directors, Mr. Prakash Melwani.
Neither Mr. O'Connell, Mr. Hooper, Mr. Fox, nor Mr. Melwani is an officer or
employee, or former officer or employee of Birds Eye Foods or any of its
subsidiaries. Mr. Fox is also a director and member-grower of Pro-Fac.
Accordingly, Mr. Fox receives payments indirectly from Birds Eye Foods through
Pro-Fac in consideration for crops delivered by him to Pro-Fac, which are
subsequently sold to Birds Eye Foods, and payments directly from Birds Eye Foods
for waste removal services provided by him to Birds Eye Foods. During fiscal
2003, Mr. Fox received approximately $0.8 million in consideration for crop
deliveries and harvesting, trucking and waste removal services.
No interlocking relationship exists between the members of Birds Eye Foods'
Board or Compensation Committee and the board of directors or compensation
committee of any other company.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Birds Eye Foods, Inc. is a wholly-owned subsidiary of Birds Eye Holdings, Inc.,
a corporation wholly-owned by Holdings LLC, whose members include affiliates of
Vestar, Pro-Fac, and certain members of management.
The following table sets forth information regarding the beneficial ownership as
of September 16, 2003, of (i) each person or entity (including any group) who is
known by Birds Eye Foods to own beneficially more than 5 percent of Birds Eye
Foods' common stock and (ii) each director, the Chief Executive Officer and each
other executive officer included in the Summary Compensation Table, and all
directors and current executive officers as a group, as to each class of equity
securities of Birds Eye Foods.
On September 16, 2003, Birds Eye Foods had 11,000 shares of common stock issued
and outstanding, all of which were owned by Birds Eye Holdings, Inc., a
wholly-owned subsidiary of Holdings LLC. On September 16, 2003, Holdings LLC had
issued and outstanding 1,003 preferred units, 443,878 Class A common units,
321,429 Class B common units, 12,698 Class C common units, 13,677 Class D common
units, and 1,332 Class E common units. All preferred units outstanding are owned
by Vestar.
The Class A common units entitle the owner thereof 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. The preferred units are generally
nonvoting, unless otherwise required by law or under the Limited Liability
Company Agreement. For a description of the Limited Liability Company
69
Agreement, see the discussion below under the heading "Certain Relationships and
Related Transactions." To the Company's knowledge, all voting securities are
subject to the named person's sole voting and investment power except where
otherwise indicated. Beneficial ownership is determined in accordance with rules
of the Securities and Exchange Commission and generally includes voting or
investment power with respect to securities.
SECURITIES BENEFICIALLY OWNED
Common Units Class % of Class
Preferred % of
Units Class
A B C D E A B C D E --------- -----
--- --- --- --- --- --- --- --- --- ---
PRINCIPAL SECURITY-
HOLDERS:
Vestar Associates IV,
L.P.(1) 443,878 -- -- -- -- 100.0% -- -- -- -- 1,000 99.7%
Pro-Fac Cooperative, Inc.(2) -- 321,429 -- -- -- -- 100.0% -- -- -- -- --
DIRECTORS AND
EXECUTIVE OFFICERS
Dennis M. Mullen(3) -- -- 1,475 4,790 -- -- -- 11.6% 35.0% -- -- --
Carl W. Caughran(3) -- -- 590 1,750 -- -- -- 4.6% 12.8% -- -- --
Earl Powers(3) -- -- 751 1,423 -- -- -- 5.9% 10.4% -- -- --
Stephen R. Wright(3) -- -- 553 379 -- -- -- 4.4% 2.8% -- -- --
David Hogberg(3) -- -- 707 1,298 -- -- -- 5.6% 9.5% -- -- --
Peter R. Call -- -- -- -- -- -- -- -- -- -- -- --
Stephen P. Donovan, Jr. -- -- -- -- -- -- -- -- -- -- -- --
Bruce R. Fox -- -- -- -- -- -- -- -- -- -- -- --
David M. Hooper(4) -- -- -- -- -- -- -- -- -- -- -- --
Daniel S. O'Connell(5) -- -- -- -- -- -- -- -- -- -- -- --
Gregg A. Ostrander -- -- -- -- 190 -- -- -- -- 14.3% .4286 *
Brian K. Ratzan(6) -- -- -- -- -- -- -- -- -- -- -- --
Patrick W. Rose -- -- -- -- 634 -- -- -- -- 47.6% 1.4 *
David B. Vermylen -- -- -- -- 507 -- -- -- -- 38.1% 1.1 *
All directors
and officers
as a group (14 persons) -- -- 4,077 9,640 1,332 -- -- 32.1% 70.5% 100.0% 3 *
- --------------
* Less than 1%.
(1) Amount of beneficial ownership includes, Class A common units and preferred
units owned by Vestar/Agrilink Holdings LLC, Vestar/Agrilink Associates
Holdings LLC, Vestar/Agrilink Associates II Holdings LLC and Randolph
Street Partners V. Vestar Associates IV, L.P. is the sole general partner
of Vestar Capital Partners IV, L.P., which is the sole member and manager
of Vestar/Agrilink Holdings LLC. Vestar Associates IV, L.P. is also the
sole manager of Vestar/Agrilink Associates Holdings LLC and Vestar/Agrilink
Associates II Holdings LLC. Randolph Street Partners V has delivered its
voting proxy to Vestar Associates IV, L.P. with respect to the Class A
common units and preferred units owned by it. The general partner of Vestar
Associates IV, L.P. is Vestar Associates Corporation IV ("VAC-IV"). As
such, VAC-IV has sole voting and dispositive power over the units owned by
Vestar/Agrilink Holdings LLC, Vestar/Agrilink Associates Holdings LLC and
Vestar/Agrilink Associates II Holdings, and has sole voting power and
shared dispositive power over the units owned by Randolph Street Partners
V. The address for Vestar Associates IV, L.P. is c/o Vestar Capital
Partners, 245 Park Avenue, 41st Floor, New York, New York 10167.
(2) The address for Pro-Fac Cooperative, Inc. is 90 Linden Oaks, PO Box 30682,
Rochester, New York 14603-0682.
(3) The address for each of the Named Executive Officers is c/o Birds Eye
Foods, Inc., 90 Linden Oaks, PO Box 20670, Rochester, NY 14602-0670.
(4) Mr. Hooper is a Managing Director of VAC-IV. Individually, no stockholder,
director or officer of VAC-IV has or shares voting or dispositive power
within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934
over the securities beneficially owned by Vestar Associates IV, L.P. Mr.
Hooper disclaims beneficial ownership of the securities beneficially owned
by Vestar Associates IV, L.P., except to the extent of his pecuniary
interest therein.
(5) Mr. O'Connell is a Managing Director of VAC-IV. Individually, no
stockholder, director or officer of VAC-IV has or shares voting or
dispositive power beneficial ownership of the securities beneficially owned
by Vestar Associates IV, L.P., except to the extent of his pecuniary
interest therein.
(6) Mr. Ratzan is a Vice President of VAC-IV. Individually, no stockholder,
director or officer of VAC-IV has or shares voting or dispositive power
within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934
over the securities beneficially owned by Vestar Associates IV, L.P. Mr.
Ratzan disclaims beneficial ownership of the securities beneficially owned
by Vestar Associates IV, L.P., except to the extent of his pecuniary
interest therein.
70
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CERTAIN AGREEMENTS RELATING TO THE TRANSACTION
As part of the Transaction, Birds Eye Foods entered into various agreements,
with others, that govern the business relationship between Birds Eye Foods and
Pro-Fac - the Amended and Restated Marketing and Facilitation Agreement, the
Termination Agreement, the Transitional Services Agreement and the Credit
Facility. The respective ownership rights in Holdings LLC are set out in the
Securityholders Agreement and the Limited Liability Company Agreement. See NOTE
4 to the "Notes to Consolidated Financial Statements" for a discussion of the
Amended and Restated Marketing and Facilitation Agreement, the Termination
Agreement, the Transitional Services Agreement and the Credit Facility, which
discussion is incorporated into this Item 13. A discussion of the
Securityholders Agreement and the Limited Liability Company Agreement can be
found below.
Securityholders Agreement: Holdings LLC, Pro-Fac and Vestar, together with
others, including officers of Birds Eye Foods (the "Management Investors"),
entered into a securityholders agreement dated August 19, 2002 (and as amended
from time to time, the "Securityholders Agreement") containing terms and
conditions relating to the transfer of membership interests in and the
management of Holdings LLC. Among other things, the Securityholders Agreement
includes a voting agreement pursuant to which the holders of common units agree
to vote their common units and to take any other action necessary to cause the
authorized number of members or directors for each of the respective management
committees or boards of directors of Holdings LLC, Holdings, Inc. and Birds Eye
Foods to be set at not less than nine but not more than 11, as determined by
Vestar, and to elect or cause to be elected to the respective management
committees or boards of directors of Holdings LLC, Holdings, Inc. and Birds Eye
Foods, six members/directors designated by Vestar, two members/directors
designated by Pro-Fac, one member/director who shall be the chief executive
officer of Birds Eye Foods and two members/directors designated by Vestar who
shall be independent of Holdings LLC, its subsidiaries' management (including
Birds Eye Foods) and Vestar.
The voting agreement further provides, that the holders of common units shall
vote their common units as directed by Vestar with respect to the approval of
any amendment(s) to the Limited Liability Company Agreement, the merger, unit
exchange, combination or consolidation of Holdings LLC, the sale, lease or
exchange of all or substantially all of the property and assets of Holdings LLC
and its subsidiaries, including Birds Eye Foods, and the reorganization,
recapitalization, liquidation, dissolution, or winding-up of Holdings LLC,
provided such action is not inconsistent with the Limited Liability Company
Agreement or the Securityholders Agreement and further provided such action
shall not have a material adverse effect on a unit holder that would be borne
disproportionately by such unit holder.
The Securityholders Agreement also provides:
o Pro-Fac and the Management Investors with "tag-along" rights in connection
with certain transfers of Holdings LLC units by Vestar;
o Vestar with rights, "take-along" rights, to require Pro-Fac and Management
Investors to consent to a proposed sale of Holdings LLC; and
o Pro-Fac and Vestar with demand registration rights, in securities of a
subsidiary of Holdings LLC, including Birds Eye Foods, which are acquired
by them through a distribution by Holdings LLC of such securities in
exchange for their respective units in Holdings LLC, such distributed
securities being "Registrable Securities", and other unit holders, including
Management Investors with incidental registration rights in the Registrable
Securities owned by such unit holders.
The Securityholders Agreement provides Pro-Fac and the Management Investors
certain pre-emptive rights with respect to new securities of Holdings LLC or any
of its subsidiaries proposed to be issued to Vestar or any affiliate of Vestar.
Further, Vestar has the right to modify the Securityholders Agreement without
the consent of Pro-Fac, the Management Investors or any other unit holder if the
amendment cannot reasonably be expected to have a material adverse effect on a
unit holder that would be borne disproportionately by such unit holder or the
amendment does not adversely affect any unit holder of Holdings LLC in any
material respect and it is in connection with a change that cures any ambiguity
or corrects or supplements a provision of the Securityholders Agreement.
Limited Liability Company Agreement of Agrilink Holdings LLC: Pro-Fac and
Vestar, together with others, are parties to a limited liability company
agreement dated August 19, 2002 (the "Limited Liability Company Agreement") that
contains terms and conditions relating to the management of Holdings LLC and its
subsidiaries (including Birds Eye Foods), the distribution of profits and losses
and the rights and limitations of members of Holdings LLC.
71
Management Agreement: Birds Eye Foods, Holdings, Inc. and Vestar Capital
Partners entered into a management agreement dated as of August 19, 2002 (the
"Management Agreement") pursuant to which Vestar Capital Partners, an investment
firm and affiliate of Vestar Capital Partners IV, L.P., a Delaware limited
partnership and the sole member of Vestar/Agrilink Holdings ("Vestar Capital
Partners"), will provide advisory and consulting services to Holdings, Inc. and
Birds Eye Foods. In consideration for such services, Holdings, Inc. and Birds
Eye Foods will, jointly and severally, pay Vestar Capital Partners an annual
management fee equal to the greater of $1.0 million and 0.7 percent of Birds Eye
Foods' earnings, before interest, tax, depreciation and amortization. In
addition, on the closing of the Transaction, Birds Eye Foods and Holdings LLC,
jointly paid to Vestar Capital Partners a transaction fee equal to $8.0 million
plus all of the out-of-pocket expenses incurred by Vestar Capital Partners in
connection with the Transaction.
The foregoing description of agreements is only a summary and reference is made
to those agreements, copies of which are filed as exhibits to this Form 10-K
Equivalent although included in the exhibit index to this report have been
previously filed by Birds Eye Foods with the SEC. Each statement is qualified in
its entirety by such reference.
Purchase of Crops From Pro-Fac: Pro-Fac delivers crops grown by its members to
Birds Eye Foods for processing and marketing. Pro-Fac members sell crops grown
by its members pursuant to general marketing agreements between Pro-Fac and its
members. Pro-Fac, in turn, sells those crops to Birds Eye Foods.
Historically, and prior to the closing of the Transaction, the board of
directors of Birds Eye Foods and Pro-Fac conducted joint meetings, coordinated
their activities, and acted on a consolidated basis. Messrs. Fox, Koinzan and
Roe served on both Pro-Fac's and Birds Eye Foods' Board of Directors. Each of
Messrs. Fox, Koinzan and Roe are also member-growers of Pro-Fac.
After the Transaction, Mr. Paul E. Roe and Mr. Steven D. Koinzan resigned from
Birds Eye Foods' Board of Directors. Mr. Fox continued as a director and Mr.
Call was elected to the Board of Directors. These Birds Eye Foods directors
receive payments indirectly from Birds Eye Foods through Pro-Fac in
consideration for crops delivered by them to Pro-Fac, which are subsequently
sold to Birds Eye Foods, and payments directly from Birds Eye Foods for
harvesting, trucking and waste removal services provided by them to Birds Eye
Foods.
During the period from June 30, 2002 to August 18, 2002, the following directors
of Birds Eye Foods, directly or indirectly through entities owned or controlled
by such directors, received payments from Birds Eye Foods, either indirectly
through Pro-Fac for crops or directly from Birds Eye Foods for harvesting,
trucking, and waste removal services:
(Dollars in Thousands)
RELATIONSHIP TO GROSS PURCHASES
NAME PRO-FAC/BIRDS EYE FOODS JUNE 30, 2002 - AUGUST 18, 2002
- ------------------------ ----------------------------------- --------------------------------
Peter R. Call*............................... Director (Birds Eye Foods & Pro-Fac) $ 1,784
Robert DeBadts............................... Director(Pro-Fac) $ 342
Bruce R. Fox**............................... Director (Birds Eye Foods & Pro-Fac) $ 130
Kenneth A. Mattingly......................... Director (Pro-Fac) $ 533
Paul E. Roe*................................. Director(Birds Eye Foods & Pro-Fac) $ 113
* Peter R. Call was elected to the Birds Eye Foods' Board of Directors on August
29, 2002. Mr. Call and Mr. Fox are the "Pro-Fac Directors" pursuant to the
Securityholders Agreement.
** Bruce R. Fox, Steven D. Koinzan, and Paul E. Roe were directors of both
Pro-Fac and Birds Eye Foods at June 29, 2002. Mr. Roe resigned from Birds Eye
Foods' Board of Directors on August 19, 2002. Mr. Koinzan was replaced on the
Board of Directors of Birds Eye Foods on August 29, 2002, he received no
payments from Birds Eye Foods for the period from June 30, 2002 to August 18,
2002.
During the period from August 19, 2002 to June 28, 2003, the following directors
of Birds Eye Foods received payments from Birds Eye Foods, either indirectly
through Pro-Fac for crops or directly from Birds Eye Foods for harvesting,
trucking and waste removal services:
72
(Dollars in Thousands)
RELATIONSHIP TO GROSS PURCHASES
NAME PRO-FAC/BIRDS EYE FOODS AUGUST 19, 2002 - JUNE 28, 2003
- ------------------------ --------------------------------------------------------------------------
Peter R. Call................................ Director(Birds Eye Foods & Pro-Fac) $ 1,708
Bruce R. Fox................................. Director(Birds Eye Foods & Pro-Fac) $ 664
DIRECTORS AND OFFICERS LIABILITY INSURANCE
As authorized by Delaware law and in accordance with the policy of that state,
the Company has obtained insurance from Axis Specialty Insurance Company and
Great American Insurance Company insuring the Company against any obligation it
incurs as a result of its indemnification of its officers and directors, and
insuring such officers and directors for liability against which they may not be
indemnified by the Company. This insurance has a term expiring on August 14,
2004 at an annual cost of approximately $155,000. As of this date, no sums have
been paid to any officers or directors of the Company under this indemnification
insurance contract.
73
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
The Following Appear in ITEM 8 of This Report
ITEM Page
- ---- ----
Birds Eye Foods, Inc. and Consolidated Subsidiaries:
Independent Auditors' Report.................................................................................... 26
Report of Independent Auditors.................................................................................. 27
Consolidated Statements of Operations, Accumulated Earnings/(Deficit), and
Comprehensive Income/(Loss) for the periods August 19, 2002 to June 28,
2003 and June 30, 2002 to August 18, 2002, and for the years ended
June 29, 2002, and June 30, 2001............................................................................ 28
Consolidated Balance Sheets at June 28, 2003 and June 29, 2002................................................ 29
Consolidated Statements of Cash Flows for the periods August 19, 2002 to June 28, 2003 and
June 30, 2002 to August 18, 2002, and for the years ended June 29, 2002 and June 30, 2001................... 30
Notes to Consolidated Financial Statements......................................................................... 31
74
(2) The following additional financial data are set forth herein:
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
SCHEDULE II
Birds Eye Foods, Inc.
Valuation and Qualifying Accounts
For the Three Fiscal Years Ended June 28, 2003
Fiscal Year Ended
---------------------------------------------------
Successor Predecessor Predecessor
June 28, 2003 June 29, 2002 June 30, 2001
------------- ------------- -------------
Allowance for doubtful accounts
Balance at beginning of period $ 731,000 $ 843,000 $ 887,000
Additions charged to expense 570,000 557,000 610,000
Deductions (323,000) (669,000) (654,000)
------------- -------------- ------------
Balance at end of period $ 978,000 $ 731,000 $ 843,000
============= ============== ============
Inventory reserve*
Balance at beginning of period $ 6,927,000 $ 3,135,000 $ 1,106,000
Net change 701,000 3,792,000 (648,000)
Increase due to AgriFrozen inventory purchase** 0 0 2,677,000
------------- -------------- ------------
Balance at end of period $ 7,628,000 $ 6,927,000 $ 3,135,000
============= ============== ============
Tax valuation allowance***
Balance at beginning of period $ 14,540,000 $ 5,891,000 $ 5,752,000
Net change 1,753,000 8,649,000 139,000
------------- -------------- ------------
Balance at end of period $ 16,293,000 $ 14,540,000 $ 5,891,000
============= ============== ============
* Difference between FIFO cost and market applicable to inventories.
Reductions to the reserve in fiscal 2001 were recorded as related
inventory was disposed.
** See further discussion of this purchase at NOTE 15 to the "Notes to the
Consolidated Financial Statements."
*** See further discussion regarding tax matters at NOTE 11 to the "Notes to
Consolidated Financial Statements."
Schedules other than those listed above are omitted because they are either not
applicable or not required, or the required information is shown in the
financial statements or the notes thereto.
(3) The following exhibits are filed herein or have been previously
filed with the Securities and Exchange Commission:
(b) Reports on Form 8-K:
On May 13, 2003, the Company filed a report on Form 8-K Equivalent to
announce its financial results for its third fiscal quarter ended March
29, 2003 and a conference call held on May 15, 2003 to discuss Birds
Eye Foods' third quarter results.
(c) EXHIBITS:
All exhibits set forth on the Exhibit Index, which is incorporated
herein by reference.
75
SIGNATURES
The Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BIRDS EYE FOODS, INC.
Date: September 25, 2003 By: /s/ Earl L. Powers
------------------------------- ----------------------------------------
Earl L. Powers
Executive Vice President Finance and
Chief Financial Officer and Secretary
(Principal Financial Officer
and Principal Accounting Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Earl L. Powers, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments to this Form 10-K Equivalent and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
76
This report has been signed below by the following persons on behalf of the
Company and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Dennis M. Mullen Chairman of the Board, President September 15, 2003
- ---------------------------------------------------------- and Chief Executive Officer ------------------
(DENNIS M. MULLEN) (Principal Executive Officer)
/s/ Peter R. Call Director September 17, 2003
- ---------------------------------------------------------- ------------------
(PETER R. CALL)
/s/ Stephen P. Donovan, Jr. Director September 19, 2003
- ---------------------------------------------------------- ------------------
(STEPHEN P. DONOVAN, Jr.)
/s/ Bruce R. Fox Director September 16, 2003
- ---------------------------------------------------------- ------------------
(BRUCE R. FOX)
/s/ David M. Hooper Director September 15, 2003
- ---------------------------------------------------------- ------------------
(DAVID M. HOOPER)
/s/ Daniel S. O'Connell Director September 15, 2003
- ---------------------------------------------------------- ------------------
(DANIEL S. O'CONNELL)
/s/ Gregg A. Ostrander Director September 15, 2003
- ---------------------------------------------------------- ------------------
(GREGG A. OSTRANDER)
/s/ Brian K. Ratzan Director September 15, 2003
- ---------------------------------------------------------- ------------------
(BRIAN K. RATZAN)
/s/ Patrick W. Rose Director September 18, 2003
- ---------------------------------------------------------- ------------------
(PATRICK W. ROSE)
/s/ David B. Vermylen Director September 17, 2003
- ---------------------------------------------------------- ------------------
(DAVID B. VERMYLEN)
/s/ Earl L. Powers Executive Vice President Finance and September 25, 2003
- ---------------------------------------------------------- Chief Financial Officer and Secretary ------------------
(EARL L. POWERS) (Principal Financial Officer
and Principal Accounting Officer)
77
EXHIBIT INDEX
(c) 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 Birds Eye Foods, Inc. and Birds Eye
Merger Corp. (filed as Exhibit 2.2 to the Company's Annual
Report on 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 the Company's Annual Report on Form
10-K Equivalent for the fiscal year ended June 29, 2002 and
incorporated herein by reference).
3.2 Bylaws of Agrilink Merger Corp. (filed as Exhibit 3.2 to the
Company's Annual Report on Form 10-K Equivalent for the fiscal
year ended June 29, 2002 and incorporated herein by reference).
3.3 Amendment of the Certificate of Incorporation of Agrilink
Foods, Inc. (filed as Exhibit 3.1 to the Company's Quarterly
Report on Form 10-Q Equivalent for the third quarter ended
March 28, 2003 and incorporated herein by reference).
4.1 Indenture, dated as of November 18, 1998, between the
Company, the Guarantors named therein and IBJ Schroder
Bank & Trust Company, Inc., as Trustee (filed as Exhibit
4.1 to the Company's Registration Statement on Form S-4
filed January 5, 1999 (Registration No. 333-70143) and
incorporated herein by reference).
4.2 Form of 11 7/8 Senior Subordinated Notes due 2008 (filed
as Exhibit B, to Exhibit 4.1 to the Company's Registration
Statement on Form S-4 filed January 5, 1999 (Registration
No. 333-70143) and incorporated herein by reference).
4.3 First Supplemental Indenture (amending the Indenture
referenced in Exhibit 4.1 herein) dated July 22, 2002
(filed as Exhibit 4.3 to the Company's Annual Report on
Form 10-K Equivalent for the fiscal year ended June 29,
2002 and incorporated herein by reference).
4.1 Second Supplemental Indenture (amending the Indenture
referenced in Exhibit 4.1 herein) dated March 1, 2003
(filed as Exhibit 4.1 to the Company's Quarterly Report
on Form 10-Q Equivalent for the third quarter ended
March 28, 2003 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).
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 Supplemental Executive Retirement Plan, as amended
(filed as Exhibit 10.3 to the Company's Registration
Statement on Form S-4 filed November 17, 1994
(Registration No. 33-56517) and incorporated herein by
reference).
*10.4 Non-Qualified Profit Sharing Plan, as amended (filed as
Exhibit 10.6 to the Company's Registration Statement on
Form S-4 filed November 17, 1994 (Registration No.
33-56517) and incorporated herein by reference).
*10.5 Second Amendment to Non-Qualified Profit Sharing Plan
(filed as Exhibit 10.14 to Pro-Fac's Registration
Statement on Form S-1 filed June 15, 1995 (Registration
No. 33-60273) and incorporated herein by reference).
78
EXHIBIT INDEX
(c) EXHIBITS (Continued):
Exhibit
Number Description
------ --------------------------------------------------------
10.6 Raw Product Supply Agreement with Seneca Foods
Corporation (filed as Exhibit 10.22 to the Company's
Annual Report on Form 10-K for the fiscal year ended
June 28, 1997 and incorporated herein by reference).
10.7 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 the Company's
Annual Report on Form 10-K Equivalent for the fiscal
year ended June 29, 2002 and incorporated herein by
reference).
10.8 Subordinated Promissory Note of the Company to Dean
Foods Company, dated as of September 23, 1998 (filed as
Exhibit 10.3 to the Company's Quarterly Report on Form
10-Q for the first fiscal quarter ended September 26,
1998 and incorporated herein by reference).
*10.9 Excess Benefit Retirement Plan, as amended (filed as
Exhibit 10.27 to the Company's quarterly report on Form
10-Q for the second quarter ended December 23, 2000, and
incorporated herein by reference).
*10.10 Supplemental Executive Retirement Agreement (filed as
Exhibit 10.28 to the Company's quarterly report on Form
10-Q for the second quarter ended December 23, 2000, and
incorporated herein by reference).
*10.11 Amendment to the Supplemental Executive Retirement
Agreement (filed as Exhibit 10.22 to the Company's
Annual Report on Form 10-K Equivalent for the fiscal
year ended June 29, 2002 and incorporated herein by
reference).
10.12 Bill of Sale Agreement By and Between Agrilink Foods,
Inc. and CoBank, ACB (filed as Exhibit 10.30 to the
Company's quarterly report on Form 10-Q for the third
quarter ended March 23, 2001, and incorporated herein by
reference).
*10.13 Salary Continuation Agreement - Dennis Mullen (filed as
Exhibit 10.24 to the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 2001 and
incorporated herein by reference).
*10.14 Equity Value Plan as amended and restated effective
August 23, 2000 (filed as Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the second fiscal
quarter ended December 29, 2001, and incorporated herein
by reference).
*10.15 Master Salaried Retirement Plan, as amended and
restated, effective January 1, 2001 (filed as Exhibit
10.3 to the Company's Quarterly Report on Form 10-Q for
the second fiscal quarter ended December 29, 2001, and
incorporated herein by reference).
*10.16 Second Amendment to the Birds Eye Foods Master Salaried
Retirement Plan (filed herewith).
*10.17 Third Amendment to the Birds Eye Foods Master Salaried
Retirement Plan (filed herewith).
*10.18 Agrilink Foods, Inc. Key Severance Plan-A, (filed as
Exhibit 10.1 to the Company's Quarterly Report on Form
10-Q for the third fiscal quarter ended March 30, 2002,
and incorporated herein by reference).
10.19 Transitional Services Agreement dated August 19, 2002
(filed as Exhibit 99.4 to the Company's Current Report
on Form 8-K filed September 3, 2002 and incorporated
herein by reference).
10.20 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).
79
EXHIBIT INDEX
(c) EXHIBITS (Continued):
Exhibit
Number Description
------ -----------------------------------------------------------
10.21 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).
10.22 Amendment No. 1 to the Securityholders Agreement
(filed herewith).
10.23 Amended and Restated 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).
10.24 Amendment No. 1 to the Amended and Restated Limited
Liability Company Agreement (filed herewith).
10.25 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).
10.26 Management Incentive Plan, as amended and restated,
(filed as Exhibit 10.1 to the Company's Quarterly Report
on Form 10-Q Equivalent for the second fiscal quarter
ended December 28, 2002 and incorporated herein by
reference).
21.1 List of Subsidiaries (filed herewith).
24 Power of Attorney (included on page 76 of this Report).
31.1 Section 302 Certification of the Principal Executive
Officer (filed herewith).
31.2 Section 302 Certification of the Principal Financial
Officer (filed herewith).
* Management contracts or compensatory plans.
80