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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------
Form 10-Q Equivalent
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(Mark One)
[ ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 27, 2004
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 or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
90 Linden Oaks, PO Box 20670, Rochester, NY 14602-6070
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (585) 383-1850
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 checkmark whether the registrant is an accelerated filer (as defined
in Exchange Act Rule 12b-2).
YES [ ] NO [X]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date. As of May 5, 2004.
Common Stock: 11,000
o This Form 10-Q 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.
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Page 1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Birds Eye Foods, Inc.
Consolidated Statements of Operations, Accumulated Earnings/(Deficit), and
Comprehensive Income
(Dollars in Thousands)
(Unaudited)
Three Months Ended Nine Months Ended
--------------------- Successor -----------------------------------
Successor Successor Nine Months Ended Successor | Predecessor
March 27, March 29, March 27, August 19, 2002 - | June 30, 2002 -
2004 2003 2004 March 29, 2003 | August 18, 2002
--------- --------- ----------------- ----------------- | ---------------
Net sales $ 206,316 $ 210,856 $ 644,526 $ 569,824 | $ 98,076
Cost of sales (158,668) (164,380) (493,669) (432,157) | (75,441)
--------- --------- --------- --------- | ---------
Gross profit 47,648 46,476 150,857 137,667 | 22,635
Selling, administrative, and general expense (27,751) (28,486) (83,914) (78,613) | (15,084)
Income from Great Lakes Kraut Company, LLC 0 391 0 1,770 | 277
--------- --------- --------- --------- | ---------
Operating income 19,897 18,381 66,943 60,824 | 7,828
Interest expense (6,464) (11,971) (25,212) (29,389) | (7,416)
Loss on early extinguishment of debt 0 0 (4,018) 0 | 0
--------- --------- --------- --------- | ---------
Pretax income from continuing operations 13,433 6,410 37,713 31,435 | 412
Tax provision (5,373) (2,565) (15,085) (12,575) | (169)
--------- --------- --------- --------- | ---------
Income before discontinued operations 8,060 3,845 22,628 18,860 | 243
Discontinued operations, net of tax (67) 4 466 51 | (158)
--------- --------- --------- --------- | ---------
Net income 7,993 3,849 23,094 18,911 | 85
|
Accumulated earnings/(deficit) at beginning |
of period 35,857 15,062 20,756 0 | (126,623)
--------- --------- --------- --------- | ---------
Accumulated earnings/(deficit) at end of |
period $ 43,850 $ 18,911 $ 43,850 $ 18,911 | $(126,538)
========= ========= ========= ========= | =========
|
Net income $ 7,993 $ 3,849 $ 23,094 $ 18,911 | $ 85
Other comprehensive income: |
Unrealized gain/(loss) on hedging |
activity, net of taxes 18 216 (529) 149 | 0
--------- --------- --------- --------- | ---------
Comprehensive income $ 8,011 $ 4,065 $ 22,565 $ 19,060 | $ 85
========= ========= ========= ========= | =========
Accumulated other comprehensive loss |
at beginning of period $ (11,456) $ (67) $ (10,909) $ 0 | $ (367)
Unrealized gain/(loss) on hedging activity, |
net of taxes 18 216 (529) 149 | 0
--------- --------- --------- --------- | ---------
Accumulated other comprehensive loss |
at end of period $ (11,438) $ 149 $ (11,438) $ 149 | $ (367)
========= ========= ========= ========= | =========
The accompanying notes are an integral part of these consolidated financial
statements.
2
Birds Eye Foods, Inc.
Consolidated Balance Sheets
(Dollars in Thousands)
(Unaudited)
Successor Successor
March 27, June 28,
2004 2003
--------- ---------
ASSETS
Current assets:
Cash and cash equivalents $ 8,057 $153,756
Accounts receivable trade, net of allowances for doubtful accounts 62,536 58,230
Accounts receivable, other 1,399 1,841
Income taxes refundable 0 407
Inventories, net 199,776 206,584
Current net investment in CoBank 1,836 2,464
Prepaid manufacturing expense 6,820 12,053
Prepaid expenses and other current assets 10,560 12,239
Assets held for sale 16,671 13,501
Current deferred tax asset 15,134 15,508
-------- --------
Total current assets 322,789 476,583
Investment in CoBank 1,201 3,038
Property, plant and equipment, net 196,616 195,199
Goodwill 35,886 37,050
Intangible assets, net 164,573 168,321
Other assets 21,685 24,547
Note receivable due from Pro-Fac Cooperative, Inc. 1,061 712
Non-current deferred tax asset 3,933 3,933
-------- --------
Total assets $747,744 $909,383
======== ========
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Current portion of obligations under capital leases $ 819 $ 704
Current portion of long-term debt 2,700 19,611
Current portion of Termination and Transitional Services Agreements with
Pro-Fac Cooperative, Inc. 9,281 9,403
Accounts payable 43,469 67,150
Income taxes payable 15,316 0
Accrued interest 4,042 4,106
Accrued employee compensation 8,727 10,225
Other accrued expenses 38,948 39,979
Growers payable due to Pro-Fac Cooperative, Inc. 9,180 8,504
-------- --------
Total current liabilities 132,482 159,682
Obligations under capital leases 3,199 1,833
Long-term debt 302,353 459,970
Long-term portion of Termination and Transitional Services Agreements with
Pro-Fac Cooperative, Inc. 18,168 24,031
Other non-current liabilities 56,588 52,330
-------- --------
Total liabilities 512,790 697,846
-------- --------
Commitments and contingencies
Shareholder's Equity:
Common stock, par value $.01; 11,000 shares
authorized, issued and outstanding 0 0
Additional paid-in capital 202,542 201,690
Accumulated earnings 43,850 20,756
Accumulated other comprehensive (loss)/income:
Unrealized (loss)/gain on hedging activity, net of taxes (181) 348
Minimum pension liability adjustment, net of taxes (11,257) (11,257)
-------- --------
Total shareholder's equity 234,954 211,537
-------- --------
Total liabilities and shareholder's equity $747,744 $909,383
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
3
Birds Eye Foods, Inc.
Consolidated Statements of Cash Flows
(Dollars in Thousands)
(Unaudited)
Nine Months Ended
----------------------------------
Successor Successor | Predecessor
Nine Months Ended August 19, 2002- | June 30, 2002 -
March 27, 2004 March 29, 2003 | August 18, 2002
----------------- ---------------- | ---------------
Cash Flows From Operating Activities: |
Net income $ 23,094 $ 18,911 | $ 85
Adjustments to reconcile net income to net cash |
provided by/(used in) operating activities |
Depreciation 17,016 15,216 | 3,833
Amortization of certain intangible assets 1,348 718 | 144
Amortization of debt issue costs, amendment costs, |
debt discounts and premiums, and interest in-kind 5,436 7,421 | 1,201
Equity in undistributed earnings of |
Great Lakes Kraut Company, LLC 0 (1,109) | (277)
Transitional Services Agreement with |
Pro-Fac Cooperative, Inc. (394) (323) | 0
Loss on Sale of Assets 225 0 | 0
Loss on early extinguishment of debt 4,018 0 | 0
Change in assets and liabilities: |
Accounts receivable (3,864) 3,558 | 1,818
Inventories and prepaid manufacturing expense 2,839 72,256 | (33,170)
Income taxes refundable/(payable) 15,723 10,554 | (75)
Accounts payable and other accrued expenses (24,469) (18,404) | (10,972)
Due to/(from) Pro-Fac Cooperative, Inc., net 676 (10,613) | 8,649
Other assets and liabilities, net 4,633 2,774 | 909
--------- --------- | --------
Net cash provided by/(used in) operating activities 46,281 100,959 | (27,855)
--------- --------- | --------
Cash Flows From Investing Activities: |
Purchase of property, plant and equipment (17,626) (9,330) | (2,187)
Proceeds from disposals 8,827 407 | 0
Repayments from/(advances to) Great Lakes Kraut Company, |
LLC, net 0 6,169 | (1,512)
Proceeds from Great Lakes Kraut Company, LLC Transaction 0 13,900 | 0
Proceeds from investment in CoBank 2,464 2,203 | 1,115
Issuance of note receivable to |
Pro-Fac Cooperative, Inc., net (300) 0 | 0
--------- --------- | --------
Net cash (used in)/provided by investing activities (6,635) 13,349 | (2,584)
--------- --------- | --------
Cash Flows From Financing Activities: |
Proceeds from issuance of long-term debt 0 270,000 | 0
Adjustment of Subordinated Promissory Note 0 (25,000) | 0
Net (payments)/proceeds on prior revolving credit facility 0 (22,000) | 22,000
Payment of premium and fees on early extinguishment of debt (8,937) 0 | 0
Payments on long-term debt (168,961) (401,799) | (292)
Payments on Termination Agreement with |
Pro-Fac Cooperative, Inc. (8,000) (10,120) | 0
Payments on capital lease (299) (316) | (38)
Cash paid for debt issuance costs 0 (24,202) | 0
Cash paid for transaction fees 0 (6,000) | 0
Birds Eye Holdings, Inc. contribution, net 852 175,597 | 0
--------- --------- | --------
Net cash (used in)/provided by financing activities (185,345) (43,840) | 21,670
--------- --------- | --------
Net change in cash and cash equivalents (145,699) 70,468 | (8,769)
Cash and cash equivalents at beginning of period 153,756 5,917 | 14,686
--------- --------- | --------
Cash and cash equivalents at end of period $ 8,057 $ 76,385 | $ 5,917
========= ========= | ========
Supplemental Schedule of Non-Cash Investing and |
Financing Activities: |
Birds Eye Holdings, Inc. investment $ 0 $ 32,100 | $ 0
========= ========= | ========
Capital lease obligation incurred $ 1,780 $ 0 | $ 0
========= ========= | ========
The accompanying notes are an integral part of these consolidated financial
statements.
4
BIRDS EYE FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. DESCRIPTION OF BUSINESS AND SUMMARY OF CERTAIN 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. Three primary segments in which the Company markets its
products include: branded frozen, branded dry, and non-branded products. The
majority of each of the segment's 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"), Vestar/Agrilink Holdings and its affiliates
indirectly acquired control of the Company. See NOTE 2 to the "Notes to
Consolidated Financial Statements" for additional disclosures regarding the
Transaction.
The term "successor" refers to 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 unaudited consolidated financial
statements have been prepared in accordance with accounting principles generally
accepted in the United States of America ("GAAP") for interim financial
information and with the requirements of Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information required by GAAP
for complete financial statement presentation. In the opinion of management, all
adjustments (consisting only of normal recurring adjustments) necessary for a
fair presentation of the financial position, results of operations, and cash
flows have been included. Operating results for the nine and three months ended
March 27, 2004 are not necessarily the results to be expected for future interim
periods or the full year. These financial statements should be read in
conjunction with the financial statements and accompanying notes contained in
the Company's Form 10-K Equivalent for the fiscal year ended June 28, 2003.
Consolidation: The consolidated financial statements include the Company and its
wholly-owned subsidiaries after elimination of intercompany transactions and
balances. Investments in affiliates owned more than 20 percent but not in excess
of 50 percent are recorded under the equity method of accounting.
Reclassification: Certain items for fiscal 2003 have been reclassified to
conform with the current period presentation.
New Accounting Pronouncements: In December 2003, the Financial Accounting
Standards Board ("FASB") revised Statement of Financial Accounting Standards
("SFAS") No. 132 (revised 2003), "Employers' Disclosures about Pensions and
Other Postretirement Benefits" ("Revised SFAS No. 132"). Revised SFAS No. 132
revises employers' required disclosures about pension plans and other
postretirement benefit plans. It does not change the measurement or recognition
of those plans required by SFAS No. 87, "Employers' Accounting for Pensions,"
SFAS No. 88, "Employers' Accounting for Settlements and Curtailments of Defined
Benefit Pension Plans and for Termination Benefits" and SFAS No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions".
Revised SFAS No. 132 requires disclosures in addition to those in the original
FASB Statement No. 132. Revised SFAS No. 132 is effective for financial
statements with fiscal years ending after December 15, 2003. The annual
disclosure requirements will be effective for the fiscal year ended June 26,
2004. See NOTE 8 to the "Notes to Consolidated Financial Statements" for the
required interim disclosures.
In January 2004, the FASB issued Staff Position No. 106-1, "Accounting and
Disclosure Requirements Related to the Medicare Prescription Drug, Improvement
and Modernization Act of 2003" ("FSP 106-1"). FSP 106-1 permits a sponsor of a
postretirement health care plan that provides a prescription drug benefit to
make a one-time election to defer accounting for the effects of the Medicare
Prescription Drug, Improvement and Modernization Act of 2003 ("the Act"). The
guidance in FSP 106-1 is effective for interim or annual financial statements of
fiscal years ending after December 7, 2003. The Company has elected to defer
accounting for any effect of the Act until specific authoritative accounting
guidance is issued. Therefore, the amount included in the financial statements
related to the Company's postretirement benefit plans does not reflect the
effects of the Act. The Company is currently assessing the provisions of FSP
106-1 and the Act. The implementation of this guidance is not expected to have a
material impact on the Company's consolidated financial statements.
5
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 $1.2 million at
March 27, 2004, and $1.0 million at June 28, 2003.
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 which was later renamed Birds Eye Holdings LLC
("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, as of the Closing Date,
56.24 percent of the common equity of Holdings LLC. The co-investors are either
under common control with, or delivered unconditional voting proxies 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. Additional units have been issued subsequent to the Closing Date.
See NOTE 11 to the "Notes to Consolidated Financial Statements" for further
description. As of March 27, 2004, an additional approximately $0.3 million of
Class C common units and Class D common units, representing less than 1 percent
of the common equity ownership, remained unissued.
The Transaction was accounted for under the purchase method of accounting in
accordance with SFAS No. 141, "Business Combinations." Under purchase
accounting, tangible and identifiable intangible assets acquired and liabilities
assumed were 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 provided the basis for such an allocation.
Holdings, Inc. has pushed down its purchase accounting to Birds Eye Foods. In
accordance with GAAP, the excess investment made by Holdings, Inc. over the fair
value of the identifiable assets and liabilities of the Company is approximately
$35.9 million and is reflected as goodwill in the accompanying unaudited
consolidated balance sheet as of March 27, 2004.
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 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 $1.6 million has been liquidated as of March 27, 2004.
6
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 the ensuing 4 to 15 months to create more
efficient facilities. The announcement was in furtherance of the final
formulation of management's 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 each closure, the
Company intends to exit or dispose of these properties. See NOTE 3 to the "Notes
to Consolidated Financial Statements" for further disclosure relating to sales
of facilities and businesses. In connection with these closings, 309 full-time
production employees have been 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 March
27, 2004. Adjustments to the liability reflect additional information previously
unavailable and the result of further negotiations completed by management:
(Dollars in Millions)
Contractual Severance
Penalties and and
Other Costs Related Costs
------------- -------------
Initial liability $6.2 $2.3
Utilization (2.9) (1.7)
Adjustments (0.6) (0.5)
---- ----
Balance at March 27, 2004 $2.7 $0.1
==== ====
The following pro forma financial information presents a summary of consolidated
results of operations of the Company as if the Transaction had occurred at the
beginning of the period presented.
(Dollars in Thousands)
Predecessor
June 30, 2002 -
August 18,
2002
---------------
Net Sales $98,076
Income before discontinued operations 990
Net Income 832
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 with Pro-Fac that has been recorded. 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 2003 fiscal year, or of the
future operations of the successor company.
NOTE 3. DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE
Discontinued Operations: As of August 19, 2002, the Company committed to a plan
to sell the applesauce, popcorn, 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 continues to operate as a production facility
for other product.
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
manufacturing facility.
7
No gain or loss was recognized as a result of the disposition of these
businesses and facilities.
On March 23, 2004, the Company entered into a definitive Asset Purchase
Agreement with Allen Canning Company to sell its Freshlike canned vegetable
business. The sale closed on May 1, 2004. In conjunction with the sale, the
Company entered into an agreement to perpetually license the Freshlike canned
vegetable trade name to Allen Canning effective as of the closing date of the
sale. These agreements do not impact frozen products carrying the Freshlike
brand name. In the fourth quarter the Company will recognize a gain of
approximately $3.8 million (after-tax) from this transaction.
The implementation of SFAS No. 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.
The operating results of those businesses classified as discontinued operations
in the Statement of Operations are summarized as follows:
(Dollars in Thousands)
Three Months Ended Nine Months Ended
--------------------- Successor -----------------------------------
Successor Successor Nine Months Ended Successor | Predecessor
March 27, March 29, March 27, August 19, 2002 - | June 30, 2002 -
2004 2003 2004 March 29, 2003 | August 18, 2002
--------- --------- ----------------- ----------------- | ---------------
Net sales $2,459 $12,396 $10,665 $39,865 | $5,651
====== ======= ======= ======= | ======
(Loss)/income before income taxes $ (112) $ 6 $ 777 $ 82 | $ (268)
Income tax benefit/(provision) 45 (2) (311) (31) | 110
------ ------- ------- ------- | ------
Discontinued operations, net of tax $ (67) $ 4 $ 466 $ 51 | $ (158)
====== ======= ======= ======= | ======
Assets Held for Sale: 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 the ensuing 4 to 15
months to create more efficient facilities.
Having met the criteria outlined in SFAS No. 144, properties in Green Bay,
Wisconsin and Barker, New York are classified as assets held for sale on the
Company's Consolidated Balance Sheet as of March 27, 2004. The Company is
actively marketing these properties for sale.
During the nine month period ended March 27, 2004, the Company sold the
following facilities which had previously been recorded as held for sale as a
result of consolidation efforts:
On March 10, 2004, the Company sold its facility located in Bridgeville,
Delaware to The Pictsweet Company for $2.0 million.
On February 27, 2004, the Company sold its facility located in Lawton, Michigan
to The Honee Bear Canning Company for $1.0 million.
On December 4, 2003, the Company sold its facilities located in Uvalde, Texas
and Alamo, Texas to TAFMI, Inc. for $3.1 million.
On September 26, 2003, the Company sold its fresh production operation at
Montezuma, Georgia to Flint River Foods, LLC for $1.5 million.
On July 21, 2003, the Company sold equipment at the leased facility in Oxnard,
California to Coastal Green Frozen Foods, LLC for $0.3 million.
No gain or loss was recognized as a result of the disposition of these
facilities and equipment.
Also included in assets held for sale at March 27, 2004 is the Red Creek, New
York facility and any remaining inventory related to the Company's decision to
sell the popcorn and applesauce operations.
Additionally, included in assets held for sale as of March 27, 2004 is inventory
and the trade name related to the Company's decision to sell the Freshlike
canned vegetable business to Allen Canning Company. In conjunction with the
sale, the Company entered into an agreement to perpetually license the Freshlike
canned vegetable trade name to Allen Canning. As such, the trade name was
classified as held for sale at March 27, 2004. The sale of the Freshlike canned
vegetable business closed on May 1, 2004 and the Company received proceeds of
approximately $15.9 million. The Company will recognize a gain of approximately
$3.8 million (after-tax) in the fourth quarter as a result of this sale.
The Company has also included in assets held for sale facilities located in
Enumclaw, Washington; Sodus, Michigan; Alton, New York
8
and Cincinnati, Ohio. These facilities are being actively marketed for sale. On
December 22, 2003, the Company sold vacant land located in Sodus, Michigan to
Leco Corp. for $0.3 million. No gain or loss was recognized as a result of the
sale of this land. The land was previously classified as held for sale.
The major classes of assets included in the Consolidated Balance Sheets as
assets held for sale at the lower of historical cost or fair value are
as follows:
(Dollars in Thousands)
Successor Successor
March 27, June 28,
2004 2003
--------- --------
Inventories $ 6,742 $ 80
Property, plant and equipment, net 7,529 13,421
Intangible assets 2,400 0
------- -------
Total $16,671 $13,501
======= =======
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. 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 $27.2 million as of March
27, 2004.
(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 nine months ended March 27, 2004
and March 29, 2003 were $48.8 million and $56.1 million, respectively. The
decrease from the prior year is impacted by both raw product supply agreements
that have been transferred to Pro-Fac as part of the Transaction offset by a
larger crop intake in the current year.
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 may 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).
9
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's 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.
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 March 27, 2004 was approximately $0.2 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 only to the chief
executive officer or other representatives of Birds Eye Foods.
(iv) Credit Agreement. As of the Closing Date, Birds Eye Foods and Pro-Fac
entered into a Credit Agreement (the "Credit Agreement") pursuant to which Birds
Eye Foods agreed to make available to Pro-Fac loans in an aggregate principal
amount of up to $5.0 million (the "Credit Facility"). Pro-Fac is permitted to
draw down up to $1.0 million per year under the Credit Facility, unless 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 March 27, 2004, there
was approximately $1.1 million outstanding under this Credit Agreement.
NOTE 5. INVENTORIES
The major classes of inventories, net of reserves of $3.5 million and $7.6
million, as of March 27, 2004 and June 28, 2003, respectively, are as follows:
(Dollars in Thousands)
Successor Successor
March 27, June 28,
2004 2003
--------- ---------
Finished goods $178,837 $185,983
Raw materials and supplies 20,939 20,601
-------- --------
Total inventories $199,776 $206,584
======== ========
10
NOTE 6. ACCOUNTING FOR GOODWILL AND INTANGIBLE ASSETS
In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 requires that goodwill not be amortized, but instead be
tested at least annually for impairment and expensed against earnings when its
implied fair value is less than its carrying amount. As of March 27, 2004,
goodwill was reduced by approximately $1.2 million related to a reduction in
contractual penalties and severance and related costs to reflect additional
information previously unavailable and the result of further negotiations
completed by management. In addition, trademarks have been reduced as of March
27, 2004 by approximately $2.4 million in conjunction with the sale of the
Freshlike canned vegetable business. See NOTE 2 and NOTE 3 to the "Notes to
Consolidated Financial Statements" for further description.
As outlined in SFAS No. 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 Successor
March 27, June 28,
2004 2003
------------------------- -----------------------
Gross Gross
Carrying Accumulated Carrying Accumulated
Amount Amortization Amount Amortization
---------- ------------ -------- ------------
Amortized intangible assets:
Covenants not to compete $ 588 $ (258) $ 588 $ (139)
Customer relationships 8,000 (1,444) 8,000 (778)
Other 10,406 (1,219) 10,406 (656)
-------- ------- -------- -------
Total $ 18,994 $(2,921) $ 18,994 $(1,573)
-------- ======= -------- =======
Unamortized intangible assets:
Trademarks $148,500 $150,900
-------- --------
Total $167,494 $169,894
======== ========
The aggregate amortization expense associated with intangible assets was
approximately $1.3 million for the nine months ended March 27, 2004. The
aggregate amortization expense was $0.1 million for the predecessor period June
30, 2002 through August 18, 2002, and $0.7 million for the successor period
August 19, 2002 through March 29, 2003. The aggregate amortization expense for
each of the five succeeding fiscal years is estimated as follows:
(Dollars in Thousands)
Aggregate
Annual
Fiscal Amortization
Year Expense
- ------ ------------
2005 $1,778
2006 1,778
2007 1,650
2008 1,639
2009 1,639
11
NOTE 7. DEBT
Summary of Long-Term Debt:
- --------------------------------
(Dollars in Thousands)
Successor Successor
March 27, June 28,
2004 2003
--------- ---------
Term Loan Facility $253,534 $268,650
Senior Subordinated Notes 51,519 207,086
Other 0 3,845
-------- --------
Total debt 305,053 479,581
Less current portion (2,700) (19,611)
-------- --------
Total long-term debt $302,353 $459,970
======== ========
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. As of March 27, 2004, the interest rate under the Term Loan Facility
was approximately 3.9 percent. There were no borrowings on the Revolving Credit
Facility as of March 27, 2004.
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 in August 2008 upon
which the balance will be due. The Term Loan Facility is also subject to
mandatory prepayments under various scenarios as defined in the senior credit
agreement ("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" for the year ended June 28, 2003 was
$13.1 million and was paid on September 26, 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. As of March 27, 2004, the Company was in
compliance with all covenants, restrictions, and requirements under the terms of
the Senior Credit Facility.
The Company's obligations under the Senior Credit Facility are guaranteed by
Holdings, Inc. and certain of the Company's subsidiaries. See NOTE 10 to the
"Notes to Consolidated Financial Statements."
Senior Subordinated Notes 11 7/8 Percent (due 2008): As of March 27, 2004, the
Company had outstanding $50.0 million of its $200.0 million 11 7/8 percent
Senior Subordinated Notes (the "Notes") due 2008. On November 24, 2003, the
Company repaid $150.0 million of these Notes. In conjunction with this
repayment, a pre-tax loss on early extinguishment of debt of $4.0 million was
recorded. This amount reflects the payment of the $8.9 million call premium and
other transaction expenses less the elimination of the related unamortized
premium of $4.9 million recorded in conjunction with the August 19, 2002
Transaction. The remaining premium of $1.5 million at March 27, 2004 is being
amortized against interest expense over the remaining life of the outstanding
Notes. The Company's obligations under the Notes are guaranteed by Kennedy
Endeavors, Incorporated, Linden Oaks Corporation (wholly owned subsidiaries of
the Company) and by Pro-Fac. See NOTE 10 to the "Notes to Consolidated Financial
Statements".
12
NOTE 8. INTERIM DISCLOSURES ABOUT PENSIONS AND OTHER POSTRETIREMENT BENEFITS
UNDER REVISED SFAS NO. 132
Components of Net Periodic Benefit Cost
(Dollars in Thousands)
Pension Benefits
-------------------------------------------
Three Months Ended Nine Months Ended
--------------------- ---------------------
March 27, March 29, March 27, March 29,
2004 2003 2004 2003
--------- --------- --------- ---------
Service cost $ 1,244 $ 1,002 $ 3,732 $ 3,005
Interest cost 1,962 1,921 5,886 5,762
Expected return on plan assets (1,606) (1,655) (4,817) (4,966)
Amortization of prior service cost 1 4 4 11
Amortization of net loss 243 4 728 13
------- ------- ------- -------
Net periodic cost - Company plans $ 1,844 $ 1,276 $ 5,533 $ 3,825
Net periodic cost - union plans 122 133 368 398
------- ------- ------- -------
Total periodic benefit cost $ 1,966 $ 1,409 $ 5,901 $ 4,223
======= ======= ======= =======
Other Benefits
-------------------------------------------
Three Months Ended Nine Months Ended
--------------------- ---------------------
March 27, March 29, March 27, March 29,
2004 2003 2004 2003
--------- --------- --------- ---------
Service cost $ 12 $ 11 $ 37 $ 32
Interest cost 57 67 170 200
Amortization of prior service cost (7) (15) (22) (45)
--- ---- ---- ----
Total periodic benefit cost $ 62 $ 63 $185 $187
==== ==== ==== ====
Employer Contributions: For the nine months ended March 27, 2004, the Company
has not made any material contributions to the Company's pension plans and does
not anticipate making any contributions in fiscal year 2004.
NOTE 9. 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 (Brooks). Birds Eye Foods also produces
many products for the non-branded markets which include store brand, food
service and industrial businesses. The Company's store brand products include
frozen vegetables, canned soups, 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 vegetables, salad dressings, fruit fillings and toppings,
southern frozen vegetable specialty products, canned specialties, frozen breaded
and battered products, and frozen and canned fruit.
Reclassifications have been made to the segment presentation below to reflect
the reallocation of certain fixed costs which will not be eliminated in
conjunction with the sale of the Company's Freshlike canned vegetable business.
The Freshlike canned vegetable business has been reclassified to discontinued
operations in accordance with SFAS No. 144 (see NOTE 3 to the "Notes to
Consolidated Financial Statements").
13
The following table illustrates the Company's operating segment information:
(Dollars in Millions)
Three Months Ended Nine Months Ended
--------------------- Successor -----------------------------------
Successor Successor Nine Months Ended Successor | Predecessor
March 27, March 29, March 27, August 19, 2002 - | June 30, 2002 -
2004 2003 2004 March 29, 2003 | August 18, 2002
--------- --------- ----------------- ----------------- | ---------------
Net Sales: |
Branded frozen $ 84.1 $ 84.5 $250.4 $229.3 | 35.8
Branded dry 45.2 47.4 157.6 135.3 | 22.4
Non-branded 77.0 79.0 236.5 205.2 | 39.9
------ ------ ------ ------ | -----
Total continuing segments $206.3 $210.9 $644.5 $569.8 | $98.1
====== ====== ====== ====== | =====
Operating income: |
Branded frozen $ 16.8 $ 15.0 $ 48.5 $ 36.2 | $ 4.7
Branded dry 6.6 7.3 28.5 30.4 | 4.5
Non-branded (3.5) (3.9) (10.1) (5.8) | (1.4)
------ ------ ------ ------ | -----
Continuing segment operating income 19.9 18.4 66.9 60.8 | 7.8
Interest expense (6.5) (12.0) (25.2) (29.4) | (7.4)
Loss on early extinguishment of debt 0.0 0.0 (4.0) 0.0 | 0.0
------ ------ ------ ------ | -----
Pretax income from continuing operations $ 13.4 $ 6.4 $ 37.7 $ 31.4 | $ 0.4
====== ====== ====== ====== | =====
NOTE 10. 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 will vary 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
14
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.
Subsidiary Guarantors: Kennedy Endeavors, Incorporated, Linden Oaks Corporation
(wholly-owned subsidiaries of the Company), and Pro-Fac (Pro-Fac files periodic
reports under the Security 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. 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.
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.
15
Successor
Statement of Operations
Three Months Ended March 27, 2004
---------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors Subsidiaries Entries Consolidated
----------- ---------- ------------- ----------- ------------
(Dollars in Thousands)
Net sales $ 202,213 $ 9,458 $ 0 $(5,355) $ 206,316
Cost of sales (156,296) (7,882) 0 5,510 (158,668)
--------- ------- ------ ------- ---------
Gross profit 45,917 1,576 0 155 47,648
Selling, administrative, and general expense (27,157) (594) 0 0 (27,751)
Other (expense)/income (6,170) 6,325 0 (155) 0
Income from subsidiaries 6,631 586 0 (7,217) 0
--------- ------- ------ ------- ---------
Operating income 19,221 7,893 0 (7,217) 19,897
Interest (expense)/income (8,788) 1,002 1,322 0 (6,464)
--------- ------- ------ ------- ---------
Pretax income from continuing operations 10,433 8,895 1,322 (7,217) 13,433
Tax provision (2,373) (3,000) 0 0 (5,373)
--------- ------- ------ ------- ---------
Income before discontinued operations 8,060 5,895 1,322 (7,217) 8,060
Discontinued operations (net of a tax benefit of $45) (67) 0 0 0 (67)
--------- ------- ------ ------- ---------
Net income $ 7,993 $ 5,895 $1,322 $(7,217) $ 7,993
========= ======= ====== ======= =========
Successor
Statement of Operations
Nine Months Ended March 27, 2004
---------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors Subsidiaries Entries Consolidated
----------- ---------- ------------- ----------- ------------
(Dollars in Thousands)
Net sales $ 631,541 $ 22,878 $ 0 $ (9,893) $ 644,526
Cost of sales (485,004) (18,929) 0 10,264 (493,669)
--------- -------- ------ -------- ---------
Gross profit 146,537 3,949 0 371 150,857
Selling, administrative, and general expense (82,044) (1,870) 0 0 (83,914)
Other (expense)/income (30,839) 31,210 0 (371) 0
Income from subsidiaries 28,656 1,891 0 (30,547) 0
--------- -------- ------ -------- ---------
Operating income 62,310 35,180 0 (30,547) 66,943
Interest (expense)/income (35,028) 5,557 4,259 0 (25,212)
Loss on early extinguishment of debt (4,018) 0 0 0 (4,018)
--------- -------- ------ -------- ---------
Pretax income from continuing operations 23,264 40,737 4,259 (30,547) 37,713
Tax provision (636) (14,449) 0 0 (15,085)
--------- -------- ------ -------- ---------
Income before discontinued operations 22,628 26,288 4,259 (30,547) 22,628
Discontinued operations (net of a tax provision
of $311) 466 0 0 0 466
--------- -------- ------ -------- ---------
Net income $ 23,094 $ 26,288 $4,259 $(30,547) $ 23,094
========= ======== ====== ======== =========
16
Successor
Balance Sheet
March 27, 2004
---------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors Subsidiaries Entries Consolidated
----------- ---------- ------------- ----------- ------------
(Dollars in Thousands)
Assets
Cash and cash equivalents $ 7,636 $ 421 $ 0 $ 0 $ 8,057
Accounts receivable, net 60,330 3,605 0 0 63,935
Inventories -
Finished goods 177,975 862 0 0 178,837
Raw materials and supplies 20,031 908 0 0 20,939
-------- -------- ------- --------- --------
Total inventories 198,006 1,770 0 0 199,776
Other current assets 46,866 4,155 967 (967) 51,021
-------- -------- ------- --------- --------
Total current assets 312,838 9,951 967 (967) 322,789
Property, plant and equipment, net 177,421 19,195 0 0 196,616
Investment in subsidiaries 311,931 13,646 0 (325,577) 0
Goodwill and other intangible assets, net 42,138 158,321 0 0 200,459
Other assets 27,613 97,234 29,767 (126,734) 27,880
-------- -------- ------- --------- --------
Total assets $871,941 $298,347 $30,734 $(453,278) $747,744
======== ======== ======= ========= ========
Liabilities and Shareholder's Equity
Current portion of long-term debt $ 2,700 $ 0 $ 0 $ 0 $ 2,700
Current portion of Termination and Transitional
Services Agreements with Pro-Fac
Cooperative, Inc. 9,281 0 0 0 9,281
Accounts payable 42,434 1,035 0 0 43,469
Accrued interest 5,009 0 0 (967) 4,042
Intercompany loans 2,549 (2,549) 0 0 0
Other current liabilities 67,972 5,018 0 0 72,990
-------- -------- ------- --------- --------
Total current liabilities 129,945 3,504 0 (967) 132,482
Long-term debt 332,120 0 0 (29,767) 302,353
Long-term portion of Termination and
Transitional Services Agreements
with Pro-Fac Cooperative, Inc. 18,168 0 0 0 18,168
Other non-current liabilities 156,754 0 0 (96,967) 59,787
-------- -------- ------- --------- --------
Total liabilities 636,987 3,504 0 (127,701) 512,790
Shareholder's equity 234,954 294,843 30,734 (325,577) 234,954
-------- -------- ------- --------- --------
Total liabilities and shareholder's equity $871,941 $298,347 $30,734 $(453,278) $747,744
======== ======== ======= ========= ========
17
Successor
Statement of Cash Flows
Nine Months Ended March 27, 2004
---------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors Subsidiaries Entries Consolidated
----------- ---------- ------------- ----------- ------------
(Dollars in Thousands)
Cash Flows From Operating Activities:
Net income $ 23,094 $ 26,288 $ 4,259 $(30,547) $ 23,094
Adjustments to reconcile net income to cash
provided by operating activities -
Depreciation 15,863 1,153 0 0 17,016
Amortization of certain intangible assets 785 563 0 0 1,348
Amortization of debt issue costs,
amendment costs, debt discounts and
premiums, and interest in-kind 8,314 0 (2,878) 0 5,436
Transitional Services Agreement with
Pro-Fac Cooperative, Inc. (394) 0 0 0 (394)
Loss on sale of assets 225 0 0 0 225
Loss on early extinguishment of debt 4,018 0 0 0 4,018
Equity in undistributed earnings of
subsidiaries (1,182) (1,707) 0 2,889 0
Change in working capital (4,968) 1,473 (967) 0 (4,462)
--------- -------- ------- -------- ---------
Net cash provided by operating activities 45,755 27,770 414 (27,658) 46,281
--------- -------- ------- -------- ---------
Cash Flows From Investing Activities:
Purchase of property, plant, and equipment (17,384) (242) 0 0 (17,626)
Proceeds from disposals 8,827 0 0 0 8,827
Proceeds from investment in CoBank 2,464 0 0 0 2,464
Issuance of note receivable to Pro-Fac
Cooperative, Inc., net (300) 0 0 0 (300)
--------- -------- ------- -------- ---------
Net cash provided by/(used in)
investing activities (6,393) (242) 0 0 (6,635)
--------- -------- ------- -------- ---------
Cash Flows From Financing Activities:
Payment of premium and fees on early
extinguishment of debt (8,937) 0 0 0 (8,937)
Payments on long-term debt (168,961) 0 0 0 (168,961)
Payments on Termination Agreement with
Pro-Fac Cooperative, Inc. (8,000) 0 0 0 (8,000)
Payments on capital lease (299) 0 0 0 (299)
Birds Eye Holdings, Inc. contribution, net 852 0 0 0 852
Dividends paid 0 (27,244) (414) 27,658 0
--------- -------- ------- -------- ---------
Net cash used in financing activities (185,345) (27,244) (414) 27,658 (185,345)
--------- -------- ------- -------- ---------
Net change in cash and cash equivalents (145,983) 284 0 0 (145,699)
Cash and cash equivalents at beginning of period 153,619 137 0 0 153,756
--------- -------- ------- -------- ---------
Cash and cash equivalents at end of period $ 7,636 $ 421 $ 0 $ 0 $ 8,057
========= ======== ======= ======== =========
18
Successor
Statement of Operations
Three Months Ended March 29, 2003
---------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors Subsidiaries Entries Consolidated
----------- ---------- ------------- ----------- ------------
(Dollars in Thousands)
Net sales $ 206,145 $ 9,576 $ 0 $ (4,865) $ 210,856
Cost of sales (161,726) (7,732) 0 5,078 (164,380)
--------- ------- ---- -------- ---------
Gross profit 44,419 1,844 0 213 46,476
Selling, administrative, and general expense (27,624) (862) 0 0 (28,486)
Other (expense)/income (11,407) 11,620 0 (213) 0
Income from former joint venture and subsidiaries 10,505 211 0 (10,325) 391
--------- ------- ---- -------- ---------
Operating income 15,893 12,813 0 (10,325) 18,381
Interest (expense)/income (14,901) 2,454 476 0 (11,971)
--------- ------- ---- -------- ---------
Pretax income from continuing operations 992 15,267 476 (10,325) 6,410
Tax benefit/(provision) 2,853 (5,418) 0 0 (2,565)
--------- ------- ---- -------- ---------
Income before discontinued operations 3,845 9,849 476 (10,325) 3,845
Discontinued operations (net of a tax provision
of $2) 4 0 0 0 4
--------- ------- ---- -------- ---------
Net income $ 3,849 $ 9,849 $476 $(10,325) $ 3,849
========= ======= ==== ======== =========
Successor
Statement of Operations
August 19, 2002 - March 29, 2003
---------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors Subsidiaries Entries Consolidated
----------- ---------- ------------- ----------- ------------
(Dollars in Thousands)
Net sales $ 558,989 $ 21,272 $ 0 $(10,437) $ 569,824
Cost of sales (426,789) (16,150) 0 10,782 (432,157)
--------- -------- ---- -------- ---------
Gross profit 132,200 5,122 0 345 137,667
Selling, administrative, and general expense (76,567) (2,046) 0 0 (78,613)
Other (expense)/income (31,453) 31,798 0 (345) 0
Income from former joint venture and subsidiaries 28,666 211 0 (27,107) 1,770
--------- -------- ---- -------- ---------
Operating income 52,846 35,085 0 (27,107) 60,824
Interest (expense)/income (35,910) 6,045 476 0 (29,389)
--------- -------- ---- -------- ---------
Pretax income from continuing operations 16,936 41,130 476 (27,107) 31,435
Tax benefit/(provision) 1,924 (14,499) 0 0 (12,575)
--------- -------- ---- -------- ---------
Income before discontinued operations 18,860 26,631 476 (27,107) 18,860
Discontinued operations (net of a tax provision
of $31) 51 0 0 0 51
--------- -------- ---- -------- ---------
Net income $ 18,911 $ 26,631 $476 $(27,107) $ 18,911
========= ======== ==== ======== =========
19
Predecessor
Statement of Operations
June 30, 2002 - August 18, 2002
---------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
(Dollars in Thousands) Foods, Inc. Guarantors Subsidiaries Entries Consolidated
----------- ---------- ------------- ----------- ------------
Net sales $ 95,600 $ 2,476 $ 1,069 $(1,069) $ 98,076
Cost of sales (73,508) (1,611) (1,432) 1,110 (75,441)
-------- ------- ------- ------- --------
Gross profit/(loss) 22,092 865 (363) 41 22,635
Selling, administrative, and general expense (14,596) (488) 0 0 (15,084)
Other (expense)/income (5,507) 5,507 41 (41) 0
Income from former joint venture and subsidiaries 4,543 0 0 (4,266) 277
-------- ------- ------- ------- --------
Operating income/(loss) 6,532 5,884 (322) (4,266) 7,828
Interest (expense)/income (8,738) 1,322 0 0 (7,416)
-------- ------- ------- ------- --------
Pretax (loss)/income from continuing operations (2,206) 7,206 (322) (4,266) 412
Tax benefit/(provision) 2,449 (2,572) (46) 0 (169)
-------- ------- ------- ------- --------
Income/(loss) before discontinued operations 243 4,634 (368) (4,266) 243
Discontinued operations (net of a tax benefit of $110) (158) 0 0 0 (158)
-------- ------- ------- ------- --------
Net income/(loss) $ 85 $ 4,634 $ (368) $(4,266) $ 85
======== ======= ======= ======= ========
20
Successor
Balance Sheet
June 28, 2003
---------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
(Dollars in Thousands) Foods, Inc. Guarantors Subsidiaries Entries Consolidated
----------- ---------- ------------- ----------- ------------
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
Services 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 Services 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
========== ======== ======= ========= ========
21
Successor
Statement of Cash Flows
August 19, 2002 - March 29, 2003
---------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
(Dollars in Thousands) Foods, Inc. Guarantors Subsidiaries Entries Consolidated
----------- ---------- ------------- ----------- ------------
Cash Flows From Operating Activities:
Net income $ 18,911 $ 26,631 $ 476 $(27,107) $ 18,911
Adjustments to reconcile net income to cash
provided by operating activities -
Depreciation 14,777 439 0 0 15,216
Amortization of certain intangible assets 249 469 0 0 718
Amortization of debt issue costs, amendment
costs, debt discounts and premiums, and
interest in-kind 7,897 0 (476) 0 7,421
Equity in undistributed earnings of former
joint venture and subsidiaries (7,725) (211) 0 6,827 (1,109)
Transitional Services Agreement with Pro-Fac
Cooperative, Inc. (323) 0 0 0 (323)
Change in working capital 67,270 (7,145) 0 0 60,125
--------- -------- ----- -------- ---------
Net cash provided by operating activities 101,056 20,183 0 (20,280) 100,959
--------- -------- ----- -------- ---------
Cash Flows From Investing Activities:
Purchase of property, plant, and equipment (9,104) (226) 0 0 (9,330)
Proceeds from disposals 402 5 0 0 407
Repayments from former joint venture 6,169 0 0 0 6,169
Proceeds from investment in CoBank 2,203 0 0 0 2,203
Proceeds from GLK Transaction 13,900 0 0 0 13,900
Investment in GLK, LLC 0 (11,100) 0 11,100 0
--------- -------- ----- -------- ---------
Net cash provided by/(used in) investing activities 13,570 (11,321) 0 11,100 13,349
--------- -------- ----- -------- ---------
Cash Flows From Financing Activities:
Proceeds from issuance of long-term debt 270,000 0 0 0 270,000
Adjustment of 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 (401,799) 0 0 0 (401,799)
Payments on Termination Agreement with
Pro-Fac Cooperative, Inc. (10,120) 0 0 0 (10,120)
Payments on capital lease (316) 0 0 0 (316)
Cash paid for debt issuance costs (24,202) 0 0 0 (24,202)
Cash paid for transaction fees (6,000) 0 0 0 (6,000)
Birds Eye Holdings, Inc. contribution, net 175,597 0 0 0 175,597
Dividends paid 0 (20,280) 0 20,280 0
Birds Eye Foods, Inc. investment 0 11,100 0 (11,100) 0
--------- -------- ----- -------- ---------
Net cash used in financing activities (43,840) (9,180) 0 9,180 (43,840)
--------- -------- ----- -------- ---------
Net change in cash and cash equivalents 70,786 (318) 0 0 70,468
Cash and cash equivalents at beginning of period 4,636 1,281 0 0 5,917
--------- -------- ----- -------- ---------
Cash and cash equivalents at end of period $ 75,422 $ 963 $ 0 $ 0 $ 76,385
========= ======== ===== ======== =========
22
Predecessor
Statement of Cash Flows
June 30, 2002 - August 18, 2002
---------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors Subsidiaries Entries Consolidated
----------- ---------- ------------- ----------- ------------
(Dollars in Thousands)
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 -
Depreciation 3,741 69 23 0 3,833
Amortization of certain intangible assets 50 94 0 0 144
Amortization of debt issue costs, amendment
costs, debt discounts and premiums, and
interest in-kind 1,201 0 0 0 1,201
Equity in undistributed earnings of former
joint venture and subsidiaries 4,207 0 0 (4,484) (277)
Change in working capital (37,983) 3,890 1,252 0 (32,841)
-------- ------- ------- ------- --------
Net cash (used in)/provided by operating activities (28,699) 8,687 907 (8,750) (27,855)
-------- ------- ------- ------- --------
Cash Flows From Investing Activities:
Purchase of property, plant, and equipment (2,181) 0 (6) 0 (2,187)
Advances to Great Lakes Kraut Company, LLC (1,512) 0 0 0 (1,512)
Proceeds from investment in CoBank 1,115 0 0 0 1,115
-------- ------- ------- ------- --------
Net cash used in investing activities (2,578) 0 (6) 0 (2,584)
-------- ------- ------- ------- --------
Cash Flows From Financing Activities:
Net proceeds from prior 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
======== ======= ======= ======= ========
23
NOTE 11. OTHER MATTERS
Holdings LLC Unit Issuance: Subsequent to June 28, 2003, Holdings LLC issued
additional preferred units and Class E units to certain directors of Birds Eye
Foods. Pursuant to the limited liability company agreement of Holdings LLC,
additional classes of units may be issued from time to time, provided consent is
obtained from a majority of the unit holders. In addition, Class C and D units
have been issued subsequent to June 28, 2003. As a result of the issuance of
Preferred Class E, Class C and Class D units, approximately $0.9 million in
proceeds has been received by the Company as of March 27, 2004, net of
redemptions and costs of issuance. See NOTE 2 to the "Notes to Consolidated
Financial Statements."
Legal Matters: Birds Eye Foods is a party to various 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.
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
From time to time, 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" section of this Form 10-Q Equivalent and other statements made in
this Form 10-Q Equivalent and in other filings with the SEC.
The Company cautions readers that any such forward-looking statements made by or
on behalf of the Company are based on management's current expectations and
beliefs but are not guarantees of future performance. Actual results could
differ materially from those expressed or implied in the forward-looking
statements. Among the factors that could impact the Company include:
o the impact of strong competition in the food industry, including
competitive pricing;
o the impact of changes in consumer demand;
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.
24
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The purpose of this discussion is to outline the significant reasons for
material changes in the Birds Eye Foods financial condition and results of
operations in the third quarter and first nine months of fiscal 2004 as compared
to the third quarter and first nine months of fiscal 2003. This section should
be read in conjunction with Part I, Item 1., "Financial Statements" section of
this report.
The unaudited 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
LLC and its affiliates 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 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 for the nine months ended March 27, 2004, 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 March 29, 2003).
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 (Brooks). Birds Eye Foods also produces
many products for the non-branded markets which include store brand, food
service and industrial businesses. The Company's store brand products include
frozen vegetables, canned soups, salad dressings, salsa, chili products, fruit
fillings and toppings, southern frozen vegetable specialty products, frozen
breaded and battered products. The Company's food service/industrial products
include frozen vegetables, salad dressings, fruit fillings and toppings,
southern frozen vegetable specialty products, canned specialties, frozen breaded
and battered products, and frozen and canned fruit.
Reclassifications have been made to the segment presentation below to reflect
the reallocation of certain fixed costs which will not be eliminated in
conjunction with the sale of the Company's Freshlike canned vegetable business.
The Freshlike canned vegetable business has been reclassified to discontinued
operations in accordance with Statement of Financial Accounting Standards
("SFAS") No. 144 (see NOTE 3 to the "Notes to Consolidated Financial
Statements"). The sale of the Freshlike canned vegetable business will not
impact any frozen products carrying the Freshlike brand name.
The following tables illustrate the results of operations by segment for the
three and nine months ended March 27, 2004 and March 29, 2003:
Net Sales
(Dollars in Millions)
Three Months Ended Nine Months Ended
----------------------------- -----------------------------
March 27, March 29, March 27, March 29,
2004 2003 2004 2003
------------- ------------- ------------- -------------
% of % of % of % of
$ Total $ Total $ Total $ Total
----- ----- ----- ----- ----- ----- ----- -----
Branded frozen 84.1 40.8 84.5 40.0 250.4 38.9 265.1 39.7
Branded dry 45.2 21.9 47.4 22.5 157.6 24.4 157.7 23.6
Non-branded 77.0 37.3 79.0 37.5 236.5 36.7 245.1 36.7
----- ----- ----- ----- ----- ----- ----- -----
Total 206.3 100.0 210.9 100.0 644.5 100.0 667.9 100.0
===== ===== ===== ===== ===== ===== ===== =====
25
Operating Income
(Dollars in Millions)
Three Months Ended Nine Months Ended
--------------------------- ----------------------------
March 27, March 29, March 27, March 29,
2004 2003 2004 2003
------------ ------------ ------------- ------------
% of % of % of % of
$ Total $ Total $ Total $ Total
---- ----- ---- ----- ----- ----- ---- -----
Branded frozen 16.8 84.4 15.0 81.5 48.5 72.5 40.9 59.6
Branded dry 6.6 33.2 7.3 39.7 28.5 42.6 34.9 50.9
Non-branded (3.5) (17.6) (3.9) (21.2) (10.1) (15.1) (7.2) (10.5)
---- ----- ---- ----- ----- ----- ---- -----
Operating income 19.9 100.0 18.4 100.0 66.9 100.0 68.6 100.0
==== ===== ==== ===== ===== ===== ==== =====
EBITDA(1)
The following table sets forth continuing segment EBITDA (defined as income
before discontinued operations plus interest, taxes, and depreciation and
amortization) for the three and nine months ended March 27, 2004 and March 29,
2003, respectively. 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, which was
completed on August 19, 2002, net assets have been adjusted to fair value and
debt was reduced. Accordingly, depreciation and interest expense for the
predecessor period are not comparable to the successor period making
period-to-period comparisons of operating income and net income difficult to
analyze. In addition, as a result of the early extinguishment of $150.0 million
of Senior Subordinated Notes that occurred in November 2003 and the elimination
of the Subordinated Promissory Note as part of the GLK Transaction in March
2003, interest expense is not comparable for the quarter and nine months ended
March 27, 2004. 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 accounting principles
generally accepted in the United States ("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.
(Dollars in Millions)
Three Months Ended Nine Months Ended
---------------------------- -----------------------------
March 27, March 29, March 27, March 29,
2004 2003 2004 2003
------------ ------------- ------------- -------------
% of % of % of % of
$ Total $ Total $ Total $ Total
---- ----- ----- ----- ----- ----- ----- -----
Branded frozen 18.7 73.3 16.3 72.1 54.8 67.5 46.9 53.8
Branded dry 7.4 29.0 8.0 35.4 31.2 38.4 37.6 43.2
Non-branded (0.6) (2.3) (1.7) (7.5) (0.8) (1.0) 2.6 3.0
Loss on early extinguishment of debt(2) 0.0 0.0 0.0 0.0 (4.0) (4.9) 0.0 0.0
---- ----- ---- ----- ----- ----- ---- -----
Continuing segment EBITDA 25.5 100.0 22.6 100.0 81.2 100.0 87.1 100.0
===== ===== ===== =====
Reconciliation of EBITDA to
net income:
Depreciation and amortization (5.5) (4.2) (18.3) (18.5)
Interest expense (6.5) (12.0) (25.2) (36.8)
Tax provision (5.4) (2.6) (15.1) (12.7)
Discontinued operations, net of tax (0.1) 0.0 0.5 (0.1)
---- ----- ----- -----
Net income 8.0 3.8 23.1 19.0
==== ===== ===== =====
(1) Earnings before interest, taxes, depreciation, and amortization ("EBITDA")
is defined as income before discontinued operations plus interest, taxes,
and depreciation and amortization.
(2) The loss on early extinguishment of debt of $4.0 million is not allocated
to segments. See NOTE 7, "Debt" to the "Notes to Consolidated Financial
Statements."
26
CHANGES FROM THIRD QUARTER FISCAL 2003 TO THIRD QUARTER FISCAL 2004
Net Sales: Net sales for the fiscal 2004 period were $206.3 million, a decrease
of $4.6 million, or 2.2 percent, as compared to net sales of $210.9 million for
the fiscal 2003 period. This decrease primarily results from a $2.0 million
decline in non-branded net sales resulting from the Company's continuing effort
to rationalize certain product offerings. The Company also experienced a $2.2
million decline in branded dry sales largely within the chili and chili
ingredients categories. Significant causes for variances are highlighted below
in the "Segment Review."
Gross Profit: Gross profit for the fiscal 2004 period was $47.6 million, an
increase of $1.1 million, or 2.4 percent, as compared to $46.5 million for the
fiscal 2003 period. The increase in gross profit is primarily the result of
changes in both promotional spending and various marketing initiatives. These
increases were partially offset by volume levels and product mix as discussed
above. The Company's gross profit margin increased to 23.1 percent from 22.0
percent in the prior year period.
Selling, Administrative and General Expenses: Selling, administrative and
general expenses for the fiscal 2004 period were $27.8 million, a decrease of
$0.7 million, or 2.5 percent, as compared to $28.5 million for the fiscal 2003
period. This decrease is primarily attributable to a decline in marketing
expenses primarily associated with the timing of product introductions as
compared to the prior year period.
Operating Income: Operating income for the fiscal 2004 period was $19.9 million,
an increase of $1.5 million, or 8.2 percent, as compared to $18.4 million for
the fiscal 2003 period. This increase is attributable to the factors discussed
above. Operating income for the branded frozen and non-branded businesses
increased $1.8 million and $0.4 million, respectively, while operating income
for the branded dry business decreased $0.7 million. Significant causes for such
variances are highlighted below in the "Segment Review."
Income from Great Lakes Kraut Company, LLC: This amount represents earnings
received from Birds Eye Foods 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 $0.4 million for the fiscal 2003 period.
On March 2, 2003 Birds Eye Foods transferred the operating assets and
liabilities of GLK to a newly formed subsidiary of Flanagan Brothers, Inc. (the
"GLK Transaction"). The decrease in income is a result of the GLK Transaction.
Interest Expense: Interest expense for the fiscal 2004 period was $6.5 million,
a decrease of $5.5 million, or 45.8 percent, as compared to $12.0 million for
the fiscal 2003 period. The decline is primarily attributable to reduced debt
levels, including the November 2003 repayment of $150.0 million of the Company's
11 7/8 percent Senior Subordinated Notes (the "Notes") and the elimination of
the Subordinated Promissory Note as part of the GLK Transaction in March 2003.
Tax Provision: The provision for income taxes for the fiscal 2004 period was
$5.4 million, an increase of $2.8 million, or 107.7 percent, as compared to $2.6
million for the fiscal 2003 period. The variance in the amounts recorded is
attributable to the increase in earnings before tax.
Net Income: Net income for the fiscal 2004 period was $8.0 million, an increase
of $4.2 million, or 110.5 percent, as compared to net income of $3.8 million for
the fiscal 2003 period due to the factors noted 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, which was completed on August 19, 2002, net assets have been
adjusted to fair value and debt was reduced. Accordingly, depreciation and
interest expense for the predecessor period are not comparable to the successor
period making period-to-period comparisons of operating income and net income
difficult to analyze. In addition, as a result of the early extinguishment of
$150.0 million of Senior Subordinated Notes that occurred in November 2003 and
the elimination of the Subordinated Promissory Note as part of the GLK
Transaction in March 2003, interest expense is not comparable for the quarter
and nine months ended March 27, 2004. Therefore, management believes EBITDA is a
measurement that allows the operations of the business to be compared in a
consistent manner. EBITDA should, however, 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.
Branded Frozen: Branded frozen net sales were $84.1 million for the fiscal 2004
period, a decline of $0.4 million, or 0.5 percent, as compared to net sales of
$84.5 million for the fiscal 2003 period. Net sales of the Company's Birds Eye
branded frozen vegetable products increased $3.7 million or 6.5 percent during
the period benefiting from volume improvements and effectiveness of promotional
activities. The increase was offset by a decline in net sales of the Company's
Birds Eye Voila! product line. This product category continues
27
to face challenges from competitive actions and spending. To enhance
performance, the Company launched in April, 2004, an innovative Birds Eye Voila!
reduced carb alternative that includes several flavor offerings. In addition,
the Company has reformulated its existing Birds Eye Voila! product line to
improve the taste profile and introduce several new varieties.
The Company tracks retail sales in many of its product 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 store brand retail sales by the manufacturer. According to IRI,
the frozen vegetable category on a unit basis declined 2.1 percent for the
12-week period ending March 28, 2004. The Company's branded market share,
however, on a unit basis at March 28, 2004 was consistent with the prior year
and remained at 19.0 percent. The bagged meal category for the 12-week period
ending March 28, 2004 declined 13.3 percent on a unit basis. Market share on a
unit basis for the Company's Birds Eye Voila! skillet meal product offering for
the 12-week period ending March 28, 2004 was 19.9 percent compared to 20.1
percent for the 12-week period ending March 30, 2003.
Branded frozen EBITDA showed significant improvement over the prior year,
achieving $18.7 million for the fiscal 2004 period, an increase of $2.4 million,
or 14.7 percent, as compared to $16.3 million for the fiscal 2003 period. EBITDA
of the Company's nationally branded frozen vegetable products increased
$1.3 million due to increased volume and improvements in the effectiveness of
promotional spending. This increase was also attributable to lower new product
introductory costs in the fiscal 2004 period.
Branded Dry: Branded dry net sales were $45.2 million in the fiscal 2004 period,
a decline of $2.2 million, or 4.6 percent, as compared to $47.4 million for the
fiscal 2003 period. Net sales of the Company's Nalley products, primarily driven
by its chili category, declined $2.0 million. To offset recent significant
increases in beef pricing, the Company has modified its promotional programs
which have negatively impacted volume. EBITDA for the branded dry segment was
$7.4 million for the fiscal 2004 period, a decline of $0.6 million as compared
to $8.0 million for the fiscal 2003 period. Along with the increase in
ingredients costs impacting its chili product line, the Company has also
experienced increased costs in its branded fillings and toppings business due to
changes in commodity pricing. In addition, approximately $0.4 million of this
decline is attributable to the GLK Transaction, which occurred in March of 2003.
The Company expects to focus on purchasing opportunities, changes in promotional
programs and innovative merchandising to maintain and enhance profitability of
the various brands in this segment.
Non-branded: Non-branded net sales were $77.0 million for the fiscal 2004
period, a decline of $2.0 million, or 2.5 percent, as compared to $79.0 million
for the fiscal 2003 period. The decline is primarily the result of management's
continuing efforts to rationalize certain product offerings and improve
profitability. The EBITDA improvement in this segment was approximately $1.1
million, increasing from $(1.7) million in fiscal 2003 to $(0.6) million in
fiscal 2004.
As highlighted above, IRI data does not track the Company's non-branded or store
brand retail sales. Including management's estimate of the Company's share of
the store brand market, the Company believes its overall market share on a unit
basis in the frozen vegetable category for the 12-week period ending March 28,
2004 was 30.8 percent which is consistent with the 12-week period ending March
30, 2003.
CHANGES FROM FIRST NINE MONTHS FISCAL 2003 TO FIRST NINE MONTHS FISCAL 2004
Net Sales: Net sales for the fiscal 2004 period were $644.5 million, a decrease
of $23.4 million, or 3.5 percent, as compared to net sales of $667.9 million for
the fiscal 2003 period. Branded frozen net sales decreased $14.7 million
resulting primarily from challenges experienced in the Birds Eye Voila! product
line. As outlined above, the Company has initiated actions to enhance
performance of its Birds Eye Voila! product line beginning in the fourth quarter
of fiscal 2004. For the nine months ended March 27, 2004, non-branded net sales
declined $8.6 million due to the Company's continuing efforts to rationalize
certain product offerings. Significant causes for variances are highlighted
below in the "Segment Review."
Gross Profit: Gross profit for the fiscal 2004 period was $150.9 million, a
decrease of $9.4 million, or 5.9 percent, as compared to $160.3 million for the
fiscal 2003 period. The Company's gross profit margin decreased to 23.4 percent
from 24.0 percent in the prior year period. The decrease in gross profit is
impacted by the decline in net sales highlighted above. In addition, the fiscal
2004 period was impacted by unfavorable production costs incurred during the
2002 growing season due to lower crop intake as a result of adverse weather
conditions as well as management's efforts to reduce inventory levels. Changes
in production costs are recognized as the related inventory is sold and, as a
result, the first six months of the fiscal 2004 period were negatively impacted
by these conditions. The Company has also experienced increases in ingredient
and commodity costs during fiscal 2004 which have negatively impacted gross
profit margin. The increases in production costs were partially offset by a
decrease in warehousing expense as a result of lower inventory levels.
Management is continuing its efforts to realign its production facilities to
maximize utilization and reduce costs.
Selling, Administrative and General Expenses: Selling, administrative and
general expenses for the fiscal 2004 period were $83.9 million, a decrease of
$9.8 million, or 10.5 percent, as compared to $93.7 million for the fiscal 2003
period. This decrease is primarily attributed to a
28
$12.0 million decline in introductory costs associated with new product launches
in the fiscal 2003 period.
Operating Income: Operating income for the fiscal 2004 period was $66.9 million,
a decrease of $1.7 million, or 2.5 percent, as compared to $68.6 million for the
fiscal 2003 period. This decrease is attributable to the factors discussed
above. While operating income for the branded frozen business increased $7.6
million, decreases were experienced within the branded dry and the non-branded
businesses of $6.4 million and $2.9 million, respectively. Significant variances
are highlighted below in the "Segment Review."
Income from Great Lakes Kraut Company, LLC: This amount represents earnings
received from Birds Eye Foods investment in Great Lakes Kraut Company LLC,
a former joint venture between Birds Eye Foods and Flanagan Brothers, Inc.
Income from the joint venture was $2.0 million for the fiscal 2003 period.
On March 2, 2003 Birds Eye Foods transferred the operating assets and
liabilities of GLK to a newly formed subsidiary of Flanagan Brothers, Inc. The
decrease in income is a result of the GLK Transaction.
Interest Expense: Interest expense for the fiscal 2004 period was $25.2 million,
a decline of $11.6 million, or 31.5 percent, as compared to $36.8 million for
the fiscal 2003 period. This decline is primarily attributable to reduced debt
levels, including the November 2003 repayment of $150.0 million of the Company's
11 7/8 Senior Subordinated Notes and the elimination of the Subordinated
Promissory Note as part of the GLK Transaction. Other savings resulted from
decreases in the Company's outstanding borrowings as well as interest rate
reductions under the Company's credit facility.
Loss on Early Extinguishment of Debt: On November 24, 2003, the Company repaid
$150.0 million of its 11 7/8 percent Senior Subordinated Notes. In conjunction
with this repayment, a pre-tax loss on early extinguishment of debt of $4.0
million was recorded. This amount reflects the payment of the $8.9 million call
premium and other transaction expenses less the elimination of the related
unamortized premium of $4.9 million recorded in conjunction with the August 19,
2002 Transaction.
Tax Provision: The provision for income taxes for the fiscal 2004 period was
$15.1 million, an increase of $2.4 million, or 18.9 percent, as compared to
$12.7 million for the fiscal 2003 period. The variance in the amounts recorded
is attributable to the change in earnings before tax.
Net Income: Net income for the fiscal 2004 period was $23.1 million, an increase
of $4.1 million, or 21.6 percent, as compared to net income of $19.0 million for
the fiscal 2003 period due to the factors noted above.
Segment Review
Branded Frozen: Branded frozen net sales were $250.4 million for the fiscal 2004
period, a decline of $14.7 million, or 5.5 percent, as compared to net sales of
$265.1 million for the fiscal 2003 period. This decrease was primarily the
result of a decline in net sales of the Company's Birds Eye Voila! product line
of $10.0 million as well as a decline of $3.0 million within the Company's
regionally branded frozen vegetable product lines. These product categories
continue to face challenges from competitive actions and spending. Management is
currently evaluating various alternatives to enhance performance of these
product lines, including the recent introduction of both a reduced carb
alternative and several new flavor offerings within its Birds Eye Voila! product
line.
The Company tracks retail sales in many of the categories in which it competes
using data from Information Resources, Inc. 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 store brand retail
sales by the manufacturer. According to IRI, the frozen vegetable category on a
unit basis declined 1.6 percent for the 39-week period ending March 28, 2004.
The Company's branded market share on a unit basis at March 28, 2004 was 18.6
percent compared to 19.4 percent at March 30, 2003. The bagged meal category for
the 39-week period ending March 28, 2004 declined 9.9 percent on a unit basis.
Market share on a unit basis for the Company's Birds Eye Voila! skillet meal
product offering for the 39-week period ending March 28, 2004 was 19.5 percent
compared to 22.3 percent for the 39-week period ending March 30, 2003.
Branded frozen EBITDA showed significant improvement over the prior year,
achieving $54.8 million for the fiscal 2004 period, an increase of $7.9 million,
or 16.8 percent, as compared to $46.9 million for the fiscal 2003 period. The
increase is primarily the result of the elimination of introductory costs
associated with product introductions incurred in the fiscal 2003 period,
partially offset by both volume declines in the current period and unfavorable
production costs resulting from the fiscal 2002 growing season.
Branded Dry: Branded dry net sales of $157.6 million for the fiscal 2004 period,
were consistent with the fiscal 2003 period. EBITDA, however, for the branded
dry segment experienced a decline of $6.4 million to $31.2 million for the
fiscal 2004 period, as compared to $37.6 million for the fiscal 2003 period.
Approximately $2.0 million of this decline is attributable to the GLK
Transaction which occurred in March of 2003. In addition, several of the
Company's product lines within this category experienced increased production
costs during the fiscal 2004 period, including the Company's fillings and
toppings business as a result of an increase in the cost of cherries, the
branded chili business as a result of an increase in beef prices and the snacks
business as a result of an increase in oil costs. The Company expects to focus
on
29
purchasing opportunities, changes in promotional programs and innovative
merchandising to maintain and enhance profitability of the various brands in
this segment.
Non-branded: Non-branded net sales were $236.5 million for the fiscal 2004
period, a decline of $8.6 million, or 3.5 percent, as compared to $245.1 million
for the fiscal 2003 period. This decline is primarily attributable to the
continued rationalization of certain product offerings. Non-branded EBITDA was
$(0.8) million for the fiscal 2004 period, a $3.4 million decline as compared to
EBITDA of $2.6 million for fiscal 2003. These declines are primarily
attributable to unfavorable production costs incurred during the 2002 growing
season which negatively impacted the first six months of fiscal 2004, and
certain short-term cost increases associated with the Company's recent efforts
to realign its manufacturing facilities.
As highlighted above, IRI data does not track the Company's non-branded or store
brand retail sales. Including management's estimate of the Company's share of
the store brand market, the Company believes its overall market share on a unit
basis in the frozen vegetable category (excluding frozen soups) for the 39-week
period ending March 28, 2004 was 30.3 percent compared to 30.9 percent for the
39-week period ending March 30, 2003.
LIQUIDITY AND CAPITAL RESOURCES
The following discussion highlights the major variances in the Unaudited
Consolidated Statement of Cash Flows for the nine months ended March 27, 2004
compared to the nine months ended March 29, 2003.
Net cash provided by operating activities for the fiscal 2004 period was $46.3
million as compared to net cash provided by operating activities of $73.1
million for the fiscal 2003 period, representing a decline of $26.8 million. Net
inventories (including prepaid manufacturing expense) decreased $2.8 million in
the current period as compared with a decrease of $39.1 million during the prior
year period. The decrease in the current year is a result of an increase in crop
intake during the first nine months of fiscal 2004 as compared to the fiscal
2003 period. Crop intake during the 2002 growing season (fiscal 2003 period) was
significantly reduced by adverse weather conditions as well as management's
efforts to reduce inventory levels. In addition, cash paid to Pro-Fac
Cooperative, Inc. for crop related payments decreased by $2.6 million during the
first nine months of fiscal 2004 versus the prior year. This decrease primarily
results from a reduction in the final payment made for crops harvested in the
2002 growing season again caused by reduced crop intake in the prior year.
Accounts receivable collected in the current year also decreased $9.2 million as
compared to the prior year. This change is largely the result of the expiration
of two co-pack agreements that had outstanding balances which were collected in
the first nine months of fiscal 2003.
Net cash used in investing activities for the fiscal 2004 period was $6.6
million, as compared to net cash provided by investing activities of $10.8
million for the fiscal 2003 period. Capital expenditures were $17.6 million for
the fiscal 2004 period compared to $11.5 million in the prior year period.
The increase in capital expenditures is the result of the Company's decision to
consolidate production in an effort to improve efficiencies. See NOTE 2,
"The Transaction," to the "Notes to Consolidated Financial Statements." The
increase in capital expenditures was partially offset by the receipt in fiscal
2004 of $8.8 million in proceeds from the sale of certain facilities which were
closed as a result of the Company's realignment efforts. The remaining decrease
is the result of the receipt of $13.9 million in fiscal 2003 in conjunction with
the transfer of the operating business of GLK, the Company's former joint
venture, and the resulting elimination of working capital advances to GLK.
Net cash used in financing activities for the fiscal 2004 period was $185.3
million, as compared to $22.2 million for the fiscal 2003 period. The Company
completed the Transaction with Pro-Fac Cooperative, Inc. and Vestar/Agrilink
Holdings LLC on August 19, 2002, resulting in a substantial refinancing of, and
modification to, its capital structure. See further discussion below and at NOTE
2, "The Transaction" to the "Notes to Consolidated Financial Statements." In
addition, the Company repaid $150.0 million of its outstanding 11 7/8 percent
Senior Subordinated Notes in November 2003, paying a call premium of $8.9
million. See further discussion below and at NOTE 7, "Debt" to the "Notes to
Consolidated Financial Statements."
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 matures in
August 2007, and allows up to $40.0 million to be available in the form of
letters of credit.
As of March 27, 2004, (i) there were no borrowings outstanding under the
Revolving Credit Facility, (ii) there were $23.5 million in letters of credit
outstanding, and therefore (iii) availability under the Revolving Credit
Facility was $176.5 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.
30
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 March 27, 2004, the Senior Credit Facility bears interest in the case of
base rate loans at the base rate plus (i) 1.00 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) 2.00 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 March 27, 2004, the
interest rate under the Term Loan Facility was approximately 3.9 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 in August 2008 upon
which the balance will be due. The Term Loan Facility is also subject to
mandatory prepayments under various scenarios as defined in the Senior Credit
Agreement. Provisions of the Senior Credit Agreement require 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" for the year ended June 28, 2003 was $13.1 million and was paid on
September 26, 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. As of March 27, 2004, the Company was in
compliance with all covenants, restrictions, and requirements under the terms of
the Senior Credit Facility.
As previously reported, the Company has negotiated an amendment to its Senior
Credit Facility. The amendment provided the Company with the ability to repay
$150.0 million of its Senior Subordinated Notes which occurred in November 2003.
See "Senior Subordinated Notes - 11 7/8 Percent (due 2008)" below and Note 7,
"Debt" to the "Notes to Consolidated Financial Statements." In addition,
provided the satisfaction of certain conditions, the amendment permits repayment
of the balance of the Senior Subordinated Notes prior to maturity.
The Company's obligations under the Senior Credit Facility are guaranteed by
Holdings, Inc. and certain of the Company's subsidiaries. See NOTE 10 to the
"Notes to Consolidated Financial Statements" included herein.
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 Cooperative, Inc. 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. As of March 27, 2004 the Company was 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.
On November 24, 2003, the Company repaid $150.0 million of its 11 7/8 percent
Senior Subordinated Notes. In conjunction with this repayment, a pre-tax loss on
early extinguishment of debt of $4.0 million was recorded. This amount reflects
the payment of the $8.9 million call premium and related transaction expenses
less the elimination of the unamortized premium of $4.9 million recorded in
conjunction with the August 19, 2002 Transaction.
31
Contractual Obligations: The following table summarizes the Company's future
obligations under contracts as of March 27, 2004.
(Dollars in Millions)
Payments Due Within
----------------------------------------------------------------
Over 5
Contractual Obligations 1 Year 2 Years 3 Years 4 Years 5 Years Years Total
- ----------------------- ------ ------- ------- ------- ------- ------ ------
Term Loan Facility $ 2.7 $ 2.7 $ 2.7 $66.1 $179.3 $0.0 $253.5
Senior Subordinated Notes - 11 7/8 Percent 0.0 0.0 0.0 0.0 50.0 0.0 50.0
Obligations under capital leases 1.0 0.9 0.8 0.7 0.7 0.2 4.3
Operating leases 5.9 4.3 3.1 2.4 2.0 5.4 23.1
Termination Agreement 10.0 10.0 10.0 2.0 0.0 0.0 32.0
----- ----- ----- ----- ------ ---- ------
$19.6 $17.9 $16.6 $71.2 $232.0 $5.6 $362.9
===== ===== ===== ===== ====== ==== ======
CRITICAL ACCOUNTING POLICIES
The preparation of the Company's consolidated financial statements requires
management 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.
The following are considered to be the Company's more critical estimates and
assumptions used in the preparation of the 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: The Company records estimates for certain health and
welfare and workers' compensation costs that are provided for under 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: The Company's promotional activities are conducted
either through the retail trade channel or directly with consumers and involve
in-store displays; feature price discounts on 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 of performance on 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
32
under performance relative to historical or projected future operating results;
significant changes in the manner of the Company's use of the underlying assets;
and significant adverse industry or market trends. In the event that the
carrying value of assets are determined to be unrecoverable, the Company would
record an adjustment to the respective carrying value.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Certain of our derivative financial instruments are reported in our Annual
Report on Form 10-K Equivalent for the year ended June 28, 2003. No material
changes have occurred in these instruments which would require additional
disclosure in answer to this item.
OTHER MATTERS
The vegetable and fruit portions of the business can be positively or negatively
affected by weather conditions nationally and the resulting impact on crop
yields. Favorable weather conditions can produce high crop yields and an
oversupply situation. This results in depressed selling prices and reduced
profitability on the inventory produced from that year's crops. Excessive rain
or drought conditions can produce low crop yields and a shortage situation. This
typically results in higher selling prices and increased profitability. While
the national supply situation controls the pricing, the supply can differ
regionally because of variations in weather.
The cherry crop from both the fiscal 2002 and 2003 growing seasons was affected
by weather in the prime growing areas in Michigan. Both raw and frozen cherry
costs have, therefore, significantly increased from historic levels. To offset
the cherry cost increase, management has initiated both pricing actions and
changes in promotional programs across 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 related production cost and efficiency, management continues
to actively pursue cost reduction initiatives to mitigate a portion of the
crop-related production cost increases.
On April 30, 2004, the Company announced its intent to implement price increases
on all product categories. The price increases are anticipated to be in the
range of 5 to 7 percent. The company expects to finalize its actions during its
fourth quarter.
MARKET AND INDUSTRY DATA
Unless otherwise stated herein, industry and market share data used throughout
this discussion was derived from industry sources believed by the Company to be
reliable including information provided by Information Resources, Inc. Such data
was obtained or derived from consultants' reports and industry publications.
Consultants' reports and industry publications generally state that the
information contained therein has been obtained from sources believed to be
reliable, but that the accuracy and completeness of such information is not
guaranteed. The Company has not independently verified such data and makes no
representation to its accuracy.
ITEM 4. CONTROLS AND PROCEDURES
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 15d - 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 March 27, 2004 (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.
33
PART II
ITEM 1. LEGAL PROCEEDINGS
Certain of the Company's legal proceedings are reported in its Annual Report on
Form 10-K Equivalent for the year ended June 28, 2003. Information about any
material developments that may have occurred since June 28, 2003 is described in
NOTE 11, "Other Matters - Legal Matters," under "Notes to Consolidated Financial
Statements" in Part I, Item 1. of this Form 10-Q Equivalent and is incorporated
herein by reference in answer to this item.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit Number Description
- -------------- ---------------------------------------------------------------
3.1 Bylaws of Birds Eye Foods, Inc., as amended (filed herewith).
10.1 Amendment No. 2 to the Amended and Restated Limited Liability
Company Agreement (filed herewith).
10.2 Third Amendment to the Birds Eye Foods 401(k) Plan (filed
herewith).
10.3 Fourth Amendment to the Birds Eye Foods Master Salaried
Retirement Plan (filed herewith).
10.4 Ninth Amendment to the Birds Eye Foods Master Hourly Pension
Plan (filed herewith).
31.1 Certification required by Rule 15d - 14(a) of the Securities
Exchange Act of 1934 of the Principal Executive Officer (filed
herewith).
31.2 Certification required by Rule 15d - 14(a) of the Securities
Exchange Act of 1934 of the Principal Financial Officer (filed
herewith).
(b) Reports on Form 8-K:
On February 6, 2004, the Company furnished a report on Form 8-K
Equivalent. Pursuant to Item 12, Birds Eye Foods furnished its
press release dated February 6, 2004, which reported its
financial results for its fiscal quarter ended December 27, 2003
and announced its conference call held on February 13, 2004 to
discuss Birds Eye Foods fiscal 2004 second quarter results.
On March 22, 2004, the Company filed a report on Form 8-K
Equivalent. Pursuant to Item 9, Birds Eye Foods filed its press
release dated March 22, 2004 announcing the sale of its facility
in Bridgeville, Delaware to The Pictsweet Company.
34
SIGNATURES
The Company has duly caused this 10-Q Equivalent to be signed on its behalf by
the undersigned, thereunto duly authorized.
BIRDS EYE FOODS, INC.
Date: May 7, 2004 By: /s/ Earl L. Powers
------------------- -------------------------------------
EARL L. POWERS
EXECUTIVE VICE PRESIDENT FINANCE and
CHIEF FINANCIAL OFFICER and
SECRETARY
(On Behalf of the Registrant and as
Principal Financial Officer
and Principal Accounting Officer)
35